Josh Martin

Yes, obviously the rule in question assumes that the chair is not the one with the clearly unreasonable opinion.

Well, let’s hold on a bit. Because of the risks inherent with this strategy (what happens if an action is not ratified) this is not advisable as a routine matter. If your board regularly need to conduct business by electronic meetings and/or by email voting, it would be preferable for your organization to adopt rules in its bylaws authorizing conducting business by these methods. It is correct that, in the interim, it is in order to ratify such actions at a regular or properly called meeting with a quorum present, but you’re rolling the dice each time you take such an action.

The chair was correct. “A motion to Reconsider (37), or a previous notice of a proposed motion requiring such notice (pp. 121–24), cannot be withdrawn after it is too late for renewal, unless unanimous consent is given.” (RONR, 11th ed., pg. 297)

If the membership upholds the chair’s decision on appeal, that is the end of your parliamentary recourse. If you wish to pursue this further, you can talk to a lawyer to see what legal recourse you might have. It should also be noted that, as a parliamentary matter, the board would be within its rights to ratify action taken by email at a properly called meeting with a quorum present, so if a majority of the board supports the action, it can solve the issue quite easily even if your rules do not permit action via email. (Whether or not this is sufficient as a legal matter is another question for that lawyer.)

So far as RONR is concerned, a vacancy is filled by the same body which filled the position in the first place holding an election to fill the vacancy, unless the bylaws provide otherwise. Additionally, if the bylaws provide that the board has “full power and authority” between meetings of the membership, that includes the power to fill vacancies, unless the bylaws provide otherwise. In either case, notice of the election to fill the vacancy is required. Since there appears to be a concern that there will be a cascade as officers move up, it would be prudent to specify in the notice “That elections shall be held at the meeting on (DATE) to fill the vacancy in the office of Chief, and to fill any other vacancies which arise during the meeting.” If the society wishes for some other method to fill vacancies, that would need to be specified in the bylaws.

I would interpret them as requirements for electing and holding office, and I concur with Mr. Brown that if it is a requirement to hold office, the chief may be removed from office through a Point of Order and Appeal. I don’t know that it matters, since the chief’s term is ending anyway, an election must be held, and he is not eligible to be elected again in any event.

It sounds like this may be a board meeting, so it should be noted that under the small board rules, it’s still ten minutes per speech, but the number of speeches is not limited.

It seems to me that a nomination of a candidate is indeed an endorsement of that candidate, or at the very least will be perceived as an endorsement. But I think this is all much ado about nothing. The matter can be resolved by someone who is a member of the council but who is not a member of the executive committee nominating the person in question. I would also note that so far as RONR is concerned, the role of the nominating committee is generally to nominate the candidates who, in the committee’s opinion, are the best choice for each office, not to nominate all qualified candidates, although it is conceivable that your organization’s rules provide otherwise.

The same way as any other topic, unless your rules provide otherwise. There is nothing in RONR which limits the assembly to considering items on the agenda. The agenda is intended to ensure that the most important business is conducted first, not to prevent the introduction of other business. The rules for what should be recorded in the minutes would be the same as for any other main motion. This particular topic would not be handed differently at all. The meeting in general would most likely follow the standard order of business in RONR.

RONR suggests including the following language in the bylaws to adopt it: “The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.” If the bylaws contain this language, or substantially similar language, then the society has adopted RONR as its parliamentary authority. If the bylaws are silent, then the society has no parliamentary authority. RONR has the following to say about this: ”Parliamentary law originally was the name given to the rules and customs for carrying on business in the English Parliament that were developed through a continuing process of decisions and precedents somewhat like the growth of the common law. These rules and customs, as brought to America with the settling of the New World, became the basic substance from which the practice of legislative bodies in the United States evolved. Out of early American legislative procedure and paralleling it in further development has come the general parliamentary law, or common parliamentary law, of today, which is adapted to the needs of organizations and assemblies of widely differing purposes and conditions.” (RONR, 11th ed., pg. xxix) “A deliberative assembly that has not adopted any rules is commonly understood to hold itself bound by the rules and customs of the general parliamentary law—or common parliamentary law (as discussed in the Introduction)—to the extent that there is agreement in the meeting body as to what these rules and practices are.” (RONR 11th ed., pg. 3) ”Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority.” (RONR, 11th ed., pg. 17) Such an organization may adopt a parliamentary authority (such as RONR) by amending its bylaws or by the same vote as a special rule of order. I am inclined to think that in a society with a general membership, only the membership (not a subordinate board) may do this for the society as a whole. A subordinate board could, I suppose, adopt RONR for its own use (and for the use of any bodies subordinate to it, such as committees or an executive committee), unless and until the membership adopts it for the society as a whole. I am not sure what is meant by “or give an option besides RONR.” Bylaws generally provide a single parliamentary authority and do not provide “options.” If the bylaws specify some authority other than RONR, that is the society’s parliamentary authority, and it may only be changed by amending the bylaws.

In addition to Mr. Mervosh’s citation, I would note that RONR provides in two places that in an election, members may vote for any eligible person, and there is nothing in RONR suggesting an exception for a person who has made a nomination. “Each member is free to vote for any eligible person” (RONR, 11th ed., pg. 430) “Votes can be cast for any person who is eligible for election” (RONR, 11th ed., pg. 439)

Generally eligibility requirements are not (or should not be) written in such a way that there is an “allegation” which must be defended against. If an organization requires for eligibility for office that a person must be a member of the society, or must live in a certain geographical area, or must be an employee of a certain company, or must hold a certain license or certification, or so forth, these are verifiable facts based upon records. The person either does or does not have the qualification in question, and I do not think pointing out that the person does not have the qualification in question is an allegation against the member’s good name. It is conceivable that an organization might adopt vague “eligibility” requirements like stating that officers must be “of good moral character” or something, and I agree that a Point of Order regarding that requirement would not be appropriate. Well, I think we’re talking about the issue of the person who no longer meets the eligibility requirements, not the bylaw amendment. The member may (if he is present) speak in debate on the appeal of the Point of Order, but he does not have an opportunity for the sort of “defense” described in Ch. XX of RONR (although, for the reasons noted above, I don’t think this is generally a problem). I think Mr. Mervosh may have fallen through a “not” hole.

Why, however, is a Point of Order not sufficient? A Point of Order is used to allege a violation of the organization’s rules. If the bylaws require that a person must meet certain requirements to be eligible for office, and that person no longer meets this requirement, this is a violation of the bylaws and may be addressed by a Point of Order. The issue seems to be with questioning whether this is a continuing breach, since the rules in RONR on that subject provide only that the adoption of a main motion constitutes such a breach, and there was no conflict at the time the person was elected. It seems to me, however, that whether it is a continuing breach is irrelevant. If the person is currently ineligible to serve, then there is a current violation of the organization’s bylaws, and a Point of Order is timely for that reason. As J.J. suggests, the issue could come up when a member makes a motion to fill the vacancy. The chairman might rule that the motion is out of order on the grounds that the position is not vacant, and a member could appeal on the grounds that the person in that position is not eligible to continue serving.

Well, it may be that “the Director” is not a reference to a member of the board, but is instead a reference to the Executive Director, a common name for the principal employee of a nonprofit society. Frequently, the arrangement is that the board hires and fires the Executive Director, and the ED hires and fires other staff. If that is the case, however, it is not clear why a vote is being taken. The original post seems to suggest that the person is being fired twice, which doesn’t make much sense.

The rule in question relates to a situation in which the committee is appointed by the assembly’s chairman, either due to a motion to this effect or due to a rule of the assembly, in which case the appointment of nonmembers of the assembly as members of the committee must be approved by the assembly. As you note, there are a number of differences between boards and committees. Among other things, members or officers of boards are not generally appointed by the chairman.

So if an officer becomes ineligible to serve subsequent to his election, and the officer does not submit his resignation, the only proper remedy is disciplinary procedures, unless the organization’s rules provide otherwise?

So far as RONR is concerned, a board is free to elect anyone as its chairman, even someone who is not a member of the board at all, so I see no reason why a “non-voting member” or “alternate member” could not be elected, unless the organization’s own rules provide otherwise.

When a rule provides that a person serves a term or until until a successor is elected, this is theoretically indefinite, however, the expectation is that the election will be completed as soon as possible, however, I don’t think this rule is applicable to your situation. In my opinion, it would generally become effective immediately (unless the rule in question suggests otherwise), although this will ultimately come down to the organization interpreting its own rules. The purpose of a rule which provides that a person shall serve until a successor is elected is to permit an officer to serve beyond the expiration of his term, until the election can be completed, in the event that the assembly fails to complete its regularly scheduled elections in a timely manner. The purpose of such a rule is not to permit an officer to continue serving in an office even although he is no longer eligible to serve. The section of RONR which suggests the use of this language begins as follows: “To ensure the continued services of officers in the event, for example, of public emergency or of difficulty in obtaining a nominee for an office, the unqualified wording "for a term of . . . year(s)" should be avoided, because at the end of that time there would be no officers if new ones had not been elected.” (RONR, 11th ed., pgs. 573-574) In my view, the fire chief’s service should have already ended, and in any event, the society must now proceed to elect an eligible person to that office. The rule in question is intended for cases when the society inadvertently fails to complete its elections, not for the society to choose not to hold the elections required by its bylaws (especially when the current person in the position is ineligible). It seems that at this point, the term of office will soon expire, so perhaps it is not worth the trouble of attempting to remove the fire chief at this time, and the OP should focus his efforts on ensuring that his term is not extended any further.

Certainly local governments of all sorts may (and often do) use RONR as their parliamentary authority, but that does not mean a question about the charter of a local government is a question about RONR.

Yes, I am inclined to think that if the organization’s rules require online voting to be conducted by an independent third party company, and this is not done, a Point of Order (followed by an Appeal, if necessary) may be raised regarding this matter when the results are reported at a meeting of the membership.

Possibly. Please clarify in what manner the “election was not conducted properly.”

As Mr. Goodwiller notes, “the requirement of a second is for the chair's guidance as to whether or not he should state the question on the motion thus placing it before the assembly. Its purpose is to prevent time from being consumed by the assembly's having to dispose of a motion that only one person wants to see introduced” (RONR, 11th ed., pg. 36) The assumption implicit in this is that in a larger assembly, a motion which only one person wants to see introduced has very little chance of adoption. In a smaller assembly, this may not be the case, and therefore it is of benefit to the assembly for small boards to permit the introduction of motions without a second. So no, I don’t think the rule itself it is about fairness to individual members, although certainly a particular assembly might view it this way.

The original question is not actually about electing officers - it is about the nominating committee selecting its nominees for each office. I do not think the rules for the actual election of officers by the society apply to the process of the nominating committee selecting nominees. The controlling rule in this case seems to be the rule that a committee’s report may only contain what is agreed to by the committee by majority vote, but it seems to me that the processes the committee uses to reach that point are at the committee’s discretion. So the committee could, if it wishes to do so, take a vote on the members’ first preference for each office, and then vote on a draft report which includes the persons who each received a plurality vote. If that is adopted by a majority vote, it is then the report of the committee.

Or don’t, since the interpretation of a city charter is beyond the scope of RONR and this forum.

It is actually not clear to me that the board is the highest authority in this society. There is also some question as to whether these working sessions are meetings in the parliamentary sense. I assume that the membership already has at least some meetings (perhaps annually) but also wishes to provide that board meetings are open to members of the society. The board has possibly found a loophole by discussing business (but not actually making decisions) outside of board meetings - which, so far as RONR is concerned, is entirely permissible. The next logical step would be to amend the bylaws to clarify the rule so that “any gathering of the majority of the Board in which a quorum is present and we discuss Booster issues“ is considered a board meeting for the purposes of this rule, as the OP suggests. It is likely also desirable to elect board members who are more committed to transparency in their affairs, or future board members will just try to be even more creative in finding loopholes in the rule. The membership certainly could instead (or additionally) amend the bylaws so that the membership meets more frequently and the power of the board is reduced, if that is what they want to do.