Josh Martin

Well, that is interesting, since the above answers do not agree with each other. Mr. Mervosh’s position appears to be that the entire document must be read if demanded by a single member, because a motion may arise out of the report, such as a motion to instruct the delegates on how to vote on one or more of the amendments. My own position is that there is no requirement to read this document (even if demanded by a member) unless a motion regarding it is actually made, and even then, only the relevant portions need to be read. If a motion is made to instruct the delegates on how to vote on a particular amendment, for example, I would think only that amendment would need to be read upon demand of a member. Alternatively, the assembly may adopt a motion ordering that the document (or a portion thereof) be read.

It would seem to me that they need only be read if a motion actually is made concerning this matter, or if the assembly orders that they be read. (Even then, I am inclined to think that only the amendment(s) the motion is concerning would need to be read.) While it may be the case that a motion arising out of the proposed amendments will be made, the fact remains that unless and until such a motion is made, the document is not laid before the assembly for action.

I concur with my colleagues that the elections of the unqualified persons are null and void, and would add that if the qualifications for office are making it difficult to fill the positions, perhaps the assembly should consider amending the bylaws to remove some of the qualifications.

RONR does not say that any electronic voting must be authorized in the bylaws. Absentee voting (including forms of absentee voting by electronic means), or electronic meetings, are prohibited unless authorized in the bylaws. A means of voting in which persons who are physically present cast their votes by electronic means is a different matter. “Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present.” (RONR, 11th ed., pg. 91) “It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws.” (RONR, 11th ed., pg. 423) Could you explain why you feel “it is not clear that it would fulfill a requirement in the bylaws that a vote be taken by ballot”? We are told that the system is designed in a manner which ensures the secrecy of each vote, and which permits each voter to vote for the candidate(s) of his choice, including write-in votes. Is this not sufficient?

For starters, do the bylaws authorize online voting? (The rest of this response assumes the answer is Yes.) If it is in fact correct that votes were cast by persons who were not eligible to vote, and those votes can be identified, those votes should simply be removed and the results adjusted accordingly. If these votes cannot be identified, and the number of such votes cast is sufficient that they could have changed the outcome of one or more offices, the election should be redone only for those offices which are so affected. The election should not be redone if the number of such votes cast are not sufficient that they could have changed the outcome. In any event, only the society itself may make this determination, unless the society or its rules have delegated this task to another body, such as the board. That is at the society’s discretion. See FAQ #20 for information concerning the process.

JJ, is a motion to accept a resignation, in fact, an incidental motion? It seems to me that raising the issue might be an incidental motion, but the motion itself might be a main motion. The text notes that the question of accepting a resignation is a question of privilege, and questions of privilege are main motions. “A request to be excused from a duty essential to the functioning of a society or assembly is a question of privilege affecting the organization of the assembly; and so also is the filling of a vacancy created by the acceptance of a resignation.” (RONR, 11th ed., pg. 291) “It is important to understand the distinction between the device Raise a Question of Privilege and the question of privilege itself. The point to be decided in connection with the former is whether a certain question shall be admitted for consideration with the status and priority of the latter. The "raising" of a question of privilege is governed by rules appropriate to the device's high rank in the order of precedence of motions. When a question of privilege is taken up after it has been raised and has been admitted by the chair, however, depending on the form in which it was introduced, it is handled as a request (32, 33) or it is treated as a main motion and is debatable and amendable and can have any subsidiary motion applied to it—regardless of whether it interrupted, or awaited the disposal of, the pending business. Questions of privilege can also be introduced while no motion is pending, either as requests or by being moved and seconded just as any other main motion; in that case, the device of "raising" a question of privilege does not enter in.” (RONR, 11th ed., pg. 225) While the latter citation is found in the section on Raise a Question of Privilege, it seems that it may also be applicable here. If motions to grant these requests are, in fact, main motions, it seems to me that amendments relating to disciplining the person submitting the request for a resignation would be germane and in order. Yes, but I am inclined to think that the “should be admitted” part assumes that the amendment is otherwise in order. If it is in fact correct that these motions are incidental motions (and I am not entirely certain of this), I concur with JJ that amendments which would have the effect of converting them into main motions are not in order.

Thank you for the correction.

This may be done, but only with the consent of the current President, Vice President, and the assembly (by majority vote). If either the current President or Vice President objected, this may be done with a 2/3 vote of the assembly. Nonetheless, it is too late to raise a Point of Order regarding this matter at this time. I understand why some members may be concerned about this, and if they believed the advisor would not be able to preside in an impartial manner, they could have insisted that some other person preside. Nonetheless, it is too late to raise a Point of Order regarding this matter at this time, and in any event, it appears that this person ruled correctly on the questions of order concerning the election. This fact has no parliamentary relevance. The new Adult President appears to be mistaken. No, for two reasons: 1.) The teen group is not required to use the procedure the adult group uses for its elections, unless the adult group is the parent organization of the teen group and its rules specifically require the teen group to use the adult group’s election rules for its own elections. 2.) Even if the teen group were required to use the adult group’s election rules, it would be too late to raise a Point of Order regarding the lack of a nominating committee at this time. I agree that this practice is problematic and should be corrected as soon as possible. The President of the teen group should preside over its meetings. Nonetheless, this fact does not invalidate the election. Okay, but I don’t see how this has any relevance concerning the bylaws of the teen group. (I also wonder if there is more context to this rule, as it doesn’t make too much sense as a general statement.) Even in the event that this rule is applicable to this situation, it seems to me that the procedure used by the teen group was, if anything, less restrictive than the procedure in the adult group’s bylaws. So far as RONR is concerned, the procedure used regarding the election was entirely proper, excepting the fact that a person other than the regular presiding officer was presiding without approval, and it is too late to raise a Point of Order regarding that issue at this time.

If the society elects board members and officers, they will be able to vote on these persons if they are still members of the society. If the board elects board members and officers, they will be able to vote on these persons if they are still members of the board at the time these elections occur. If you are uncertain whether this is the case, please let us know what your bylaws say concerning the term of office and when the election will occur. I presume what the OP intended to say was that these persons are not running for re-election.

The latter - or at least, the latter is closer. There is no requirement that debate be limited solely to facts, but it is required that debate be limited to the merits of the proposal before the assembly, not to the person(s) making that proposal. I don’t see why officers or reporting committee chairs would be excluded from any of these requirements. Also, strictly speaking, I do not believe RONR requires members to maintain a courteous tone, although it seems like good advice. I believe RONR concerns itself only with the words used in debate, not the tone in which those words are spoken. Never mind. See Mr. Gerber’s correction below. RONR has no such requirement, although an assembly is free to require this if it wishes.

I agree, but not withstanding this, I do not think it violates any parliamentary rule for a member to state in debate “I think I speak for the entire board...”

In any event, the words in question violate no rule in RONR. Accusing a member of being “manipulative, sneaky, and dishonest,” however, does violate the rules of decorum, so don’t do that. If the member is mistaken in his claim that he speaks for the entire board, the remedy is quite simple. Another board member can say, “Respectfully, the previous speaker does not speak for the entire board. My own view is that...” The members will have to grow the backbone to express their own opinions. In my view, however, the chair should rule this point not well taken. I suppose I could see an argument for it not being germane, although I think it is a rather weak argument. The fact that it is unsubstantiated and that the member has not received consent and agreement from those persons he purports to speak for are not parliamentary concerns. I would just call the member on these statements as often as possible. After doing this a few times, it will quickly become apparent to the assembly that the member really has no idea whether he speaks for the entire board.

The minutes should record what was done, not what was said. You can make this request if you wish, but the board is free to refuse.

There is no rule in RONR against the President also being the Treasurer. It seems that your organization already has a Treasurer, however, so unless and until that changes, it will not be possible for the President to be the Treasurer.

Well, generally speaking, RONR does require nominations from the floor after the report of the nominating committee is received. It is certainly correct that the organization’s rules may provide otherwise and take precedence over RONR (as is always the case), but the rules would need to include some provision indicating that nominations from the floor were not permitted in order to prevent them. If the rules were silent concerning nominations from the floor, then they are in order as RONR provides. In the election procedure you describe, however, there is no time at which nominations from the floor could possibly be made, since the only meeting of the membership happens after the election is over, and it seems reasonable to conclude that if it is not possible to make nominations from the floor, then nominations from the floor are not in order. RONR does not require an organization to accept nominations by mail or by petition.

I will do my best to answer these questions so far as the disciplinary process in RONR is concerned, but since the procedures you describe above (including in the rule in your bylaws you refer to) bear little similarity to RONR, it is not clear that these answers will be of any assistance in answering questions regarding the disciplinary process in your organization’s bylaws. In particular, there is no “complainant” in the disciplinary procedures in RONR, and all of your questions involve the role of the “complainant.” For starters, there is no “complainant,” no “complaint,” and no “board of inquiry” in the disciplinary procedures in RONR. In RONR, charges are brought only by the society itself upon adoption of a motion to do so, after having received a recommendation on this matter from an investigative committee (also appointed by the society and tasked with investigating the charges). A trial is held before the society itself or before a trial committee appointed by the society. The parties in the trial are the accused (and his counsel, if any) and the managers, who are appointed by the society itself, and who “have the task of presenting the evidence against the accused, and must be members of the society. Their duty, however, is not to act as prosecutors—in the sense of making every effort to secure conviction—but rather to strive that the trial will get at the truth and that, in the light of all facts brought out, the outcome will be just.” (RONR, 11th ed., pgs. 662-663) At the trial itself, the procedure is more complex than hearing a complaint and rebuttal, and includes the reading of the charge and specifications, a plea from the accused, opening statements from both sides (the managers first), testimony of witnesses produced by the managers, testimony of witnesses in the defense of the accused, rebuttal witnesses from the managers and the accused (in that order), and closing arguments by both sides. There might also be cross-examination, redirect examination, and recross-examination, and witnesses may be recalled for further testimony. With all that said, neither the managers, nor any other person, have the right to demand a written rebuttal for review prior to the trial under the disciplinary procedures in RONR. As noted above, there is no “complainant” and no “complaint.” Charges are brought by the society itself upon adoption of a motion to do so, and the trial would be scheduled at that time. With that said, no, it is not in order to amend the charges after the society has preferred charges. Another motion preferring charges would need to be adopted. As noted above, there is no “complainant.” No rule in RONR requires the accused to prepare written statements in his defense or, if he does, to produce these documents to the managers or to any other person, but no rule in RONR prohibits it either.

Yes, but a Point of Order (and Appeal, if necessary) that a motion is null and void may only be made during a meeting.

You will have to look to your bylaws to answer these questions. The process you describe is not consistent with RONR. There is no “complainant” in the disciplinary procedures in RONR.

Yes. Okay. If the assembly did not schedule adjourned meetings, I agree that the second and third meeting were invalid. I am a Professional Registered Parliamentarian with NAP. Go ahead. Yes, that is what I am saying. It seems the assembly did not actually schedule adjourned meetings, however, so this does not seem to be relevant. Well, the main point is that a motion must be adopted regarding the adjourned meeting. It should also be recorded in the minutes, but failure to do so would not invalidate the motion.

My understanding of this matter is that it is indeed a separate meeting from the perspective of parliamentary law, but when applying rules which refer to a “meeting” in rules written by an organization, this should generally be understood to refer to a “session” in the parliamentary sense, unless the rules specifically distinguish between the two. This is because the drafters of most organizations’ rules do not really understand the importance of this distinction, and do not intend, for instance, that an adjourned meeting of the annual meeting should be considered a separate meeting (which may have unintended consequences).

Yes. It would be a standing rule. I would note, however, that if it is desired to require the board to “advise the general membership of the time, date and location of the board meetings,” I would advise explicitly stating this in the rule, rather than simply arguing that a rule which permits general members to attend “thereby requires” that the board provide this information. Regarding the membership’s authority to adopt such a rule: “Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization.” (RONR, 11th ed., pg. 10) “The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above.” (RONR, 11th ed., pg. 486) ”Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35).” (RONR, 11th ed., pg. 483) Regarding the rule’s classification as a standing rule: “Standing rules, as understood in this book except in the case of conventions, are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society.” (RONR, 11th ed., pg. 18) A rule concerning persons who are permitted to be present solely as observers is not related to parliamentary procedure.

Based upon the facts presented, and assuming there are no other relevant provisions of the bylaws, it seems to me that the rule means exactly what it says - business meetings will be held quarterly, no more frequently and no less frequently. With that said, however, I would add that an assembly may establish an “adjourned meeting,” which is a continuation of the current session. This may be done even in the absence of a quorum. So I think it actually is proper for the assembly itself to schedule the second and third meetings, however, I think all three of these are considered to be a single meeting for purposes of the rule concerning absences. (As you suggest, calling a special meeting would also be appropriate.) I don’t think there is anything in RONR which specifically addresses the first point. I view this as simply an issue of language, not parliamentary procedure. “Quarterly” means “quarterly,” not “at least quarterly.” If the association wished to provide that business meetings are held “at least quarterly,” it should have said so. For scheduling adjourned meetings, see RONR, 11th ed., pgs. 242-246. For procedures to use in the absence of a quorum, see pgs. 347-348. Regarding my opinion that these all count as a single “meeting” for purposes of the attendance rule... “An adjourned meeting is a meeting in continuation of the session of the immediately preceding regular or special meeting... When common expressions such as "regular [or "stated"] meeting," "special [or "called"] meeting," and "annual meeting" (see below) are used in the bylaws, rules, or resolutions adopted by an organization, the word meeting is understood to mean session in the parliamentary sense, and therefore covers all adjourned meetings.” (RONR, 11th ed., pgs. 93-94) It should also be noted that it is ultimately up to the organization to interpret its own bylaws.

Yes, but Dr. Stackpole was saying that it was too late to raise a Point of Order, and based upon the facts presented, I agree completely.

A Point of Order regarding what? I don’t see anything improper about the procedure described above, and I certainly don’t see anything which is so improper that it would constitute a continuing breach.

No, seconds are not required in a committee.