Josh Martin

Comments don’t belong in the minutes at all. The minutes are a record of what was done, not what was said. Additionally, hearsay is permissible under a trial in RONR. Whether a comment is or is not “hearsay” at other times is not relevant. “In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members.” (RONR, 11th ed., pg. 468) “To get at the truth under the conditions of such a trial, hearsay evidence has to be admissible, and judgment as to the best interests of the society may have to be based on it. Witnesses are not sworn. The persons with first-hand knowledge may be nonmembers, who probably will decline to testify, and may be willing only to reveal the facts privately to a single member on condition that their names in no way be connected with the case. Even members may be reluctant to give formal testimony against the accused. A member can be required to testify at a trial on pain of expulsion, but it is very seldom advisable to force such an issue.” (RONR, 11th ed., pg. 655)

The incidental Motion Relating to Methods of Voting and the Polls would indeed not be relevant here. “The object of these motions is to obtain a vote on a question in some form other than by voice, by show of hands, or by Division (rising); or to close or reopen the polls.” (RONR, 11th ed., pg. 283) Additionally, the exhaustion rule notes that it is exhausted “(1) when the question on which it was imposed has been finally disposed of, or (2) at the conclusion of the session in which the order has been adopted—whichever occurs first.” (RONR, 11th ed., pg. 285) In other words, the purpose of this motion is to change the method of voting for a particular motion, not for all motions. I concur with those who say that the assembly accomplished nothing by informally agreeing to voting by voice on motions, since this is already the default method of voting in RONR, and the text itself notes that “In practice, the method of taking a vote usually can be agreed upon informally.” (RONR, 11th ed., pg. 284) There is no suggestion that such an agreement at the outset of a meeting prevents the making of a Motion Relating to Methods of Voting and the Polls at a later time. The fact that members accepted voting by voice on other motions does not prevent members from suggesting that the assembly vote by ballot on a particular motion, and the fact that the member was not present at the time of the informal agreement is irrelevant. So yes, a motion to vote by ballot is in order. It requires a majority vote for adoption. If the assembly does not wish to take a ballot vote, members may vote against the motion.

No, the Executive Board may not fill the vacancies. The Executive Board only has the authority to fill the vacancies if the bylaws authorize it to do so or if the bylaws have the “full power and authority” clause you mention. The membership may fill the vacancies. “The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly.” (RONR, 11th ed., pg. 467) Since you say the bylaws do not have the full power and authority clause, or any language concerning vacancies, the first sentence is controlling - the vacancies are filled by the same body which elected the positions in the first place, which appears to be the membership. A special meeting should be called for this purpose. Filling vacancies in an officer position requires previous notice. While notice could have been provided in advance that the vacancies would be filled in the event that the motions to remove the President and VP were adopted, it is not clear that this was done.

I think suggesting the RM is entitled to whatever powers the board wishes to delegate goes too far, at least as a parliamentary matter. It is conceivable that the answer is different as a legal matter, and the attorney would know more about that than I would. “As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions.” (RONR, 11th ed., pgs. 484-485) On the other hand, this still permits a great deal of latitude, and boards can (and often do) grant a great deal of authority to the principal staff member. I certainly see no parliamentary barrier to the board permitting the RM to exercise the authority described in the original post. It seems the real issue, as others have suggested, is that you disagree with the board’s governance decisions, and the only real remedy to this is to attempt to elect other board members.

Yes, this is quite unusual. Special Rules of Order would be needed to facilitate this arrangement, if it is desired to keep it. This is bizarre. The only reason to require the chair to refrain from voting except when his vote would affect the result is to maintain the appearance of impartiality, and that apparently is not a concern. This insistence on a procedure for breaking a tie seems to be based on the common misconception that a tie vote leaves a motion in some sort of limbo. In actuality, a tie vote simply means that the motion fails.

The procedure would be to elect him to another term. Since he apparently only wishes to serve for one more year and the term is two years, I suppose he would then resign after one year.

If you’re interested in the fine details of the differences between the three, I suggest reading RONR, 11th ed., pgs. 531-542 for more information.

“The committee of the whole and its two alternate forms, the quasi committee of the whole (or consideration as if in committee of the whole) and informal consideration, are devices that enable the full assembly to give detailed consideration to a matter under conditions of freedom approximating those of a committee. Under each of these three procedures, any member can speak in debate on the main question or any amendment—for the same length of time as allowed by the assembly's rules—as often as he is able to get the floor. As under the regular rules of debate, however, he cannot speak another time on the same question so long as a member who has not spoken on it is seeking the floor.” (RONR, 11th ed., pgs. 529-530) The first two forms also permit the assembly to discuss a subject when no motion is pending, if desired. Of the three forms, committee of the whole is recommended for large assemblies (100 or more members), quasi-committee of the whole is recommended for medium sized assemblies (50-100 members), and informal consideration is recommended for smaller assemblies (50 or fewer members). In committees or small boards (not more than about a dozen members present), or in small societies which have adopted the small board rules, there would be no point in using these procedures, since the small board rules already permit even greater freedom than any of them.

I don’t understand this concern or why it is felt that this is a best practice. It appears that the concern is that there is a mistaken belief that actions which are not valid unless ratified are either presumed to be valid or are in a sort of limbo until the assembly either ratifies or censures them. The appropriate course of action would seem to be to correct this belief (and ideally to prevent members from taking such actions in the first place, unless absolutely necessary). The solution you propose, it seems to me, would actually add to the confusion regarding the status of an action which has not yet been ratified. I really think the consequences part I mentioned earlier would be more effective. RONR notes in the section on quorum that if members take action without a quorum, they do do at their own risk. My suggestion would be to include this warning in all cases where ratification is mentioned, and to more fully explain is meant by “risk.” If this was made clear to members, I expect that the very persons who took the action would seek to have their actions ratified as soon as possible.

I am not clear on what SDCs would be different. I see no need for this. Actions which are invalid are not in limbo. They are invalid unless and until they are ratified. If they are not ratified, they remain invalid.

I’m not entirely clear on how placing a “statute of limitations” on the motion to Ratify helps with either of these things. It would seem to me that, if any clarification in this matter is desirable, it is in clarifying the fact that the actions are not valid unless and until they are ratified, and/or clarifying the potentially dire consequences in the event that actions are taken which are not later ratified. I would think the latter of these, in particular, would drastically cut down on the problems you mention.

There is no “statute of limitations” on the motion to Ratify, but avoidance is a foolish strategy, since unless and until the actions are ratified, those who carry out those actions could be subject to disciplinary action. As the text notes, the action must be ratified to become valid. Therefore, the action is not valid until it is ratified.

I am uncertain if your concern is regarding the minutes of board meetings or meetings of the association (or both). There is no requirement in RONR that the board make its minutes available to their community or stakeholders at all. The minutes of board meetings only need to be made available to members of the board. It is possible that applicable law or your organization’s rules have their own rules on this subject. If not, perhaps the organization should adopt such rules. As for meetings of the association, if the meetings are held at least quarterly, the draft minutes may simply be read at the next regular meeting so far as RONR is concerned, and approved minutes must be available for inspection by the members. Again, the organization is free to adopt its own rules on this subject if it wishes.

In addition to this, it seems possible that there may have been additional problems with this meeting. Since there is apparently some confusion regarding who is a member of the board, it may be that not all members of the board were notified of the meeting.

Yes, although RONR notes that it is not common to do so. I suppose this might occur if there are two highly qualified candidates and the nominating committee is unable to choose only one of them to recommend. ”Although it is not common for the nominating committee to nominate more than one candidate for any office, the committee can do so unless the bylaws prohibit it.” (RONR, 11th ed., pg. 433)

It is the nominating committee’s job to nominate the best person for each office. It is conceivable that in some circumstances, the committee will fail to find anyone for a particular office (or at least fail to find anyone the committee is willing to recommend), but the committee should make every effort to fulfill its duties.

I don’t really care what they call a person who is assigned some or all of the duties and authority of the Treasurer which may be properly delegated. My concern was that the intent was to literally appoint this person to a position which was, for all intents and purposes, the Treasurer, but simply call them the “Acting” Treasurer, and imagine that this somehow served as a workaround for the bylaws provision.

Actually, it seems to me that either (or both) of these is in order. RONR appears to grant the assembly some latitude in this regard. ”The time at which the nominating committee's report is made is a matter to be determined by rule or established custom of the particular organization—depending on its own conditions. In some societies this report is not formally presented to the voting body until the election is pending; but in any organization where advance interest in the election may develop, the nominations submitted by the committee should be made known to the membership earlier. These nominations can be sent to all members, for example, several days before the regular meeting—usually the election meeting itself—at which the chair calls for additional nominations from the floor (see below). The report should always be formally presented at a regular meeting, even if the names of the committee's nominees have been transmitted to the members of the society beforehand. Sometimes—in societies that hold frequent regular meetings—the nominating committee's report is presented at the regular meeting preceding the annual meeting (9) at which the election is to take place.” (RONR, 11th ed, pg. 434) ”After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor. This is another stage of nomination and election procedure for which a number of details should be established by rule or custom of the particular organization. In many organizations, nominations from the floor are called for immediately after the presentation of the nominating committee's report—while the election is pending or earlier. When the calling for nominations from the floor is about to begin, if some time has elapsed since the presentation of the nominating committee's report, the complete list of the committee's nominations should be read again before further nominations are called for.” (RONR, 11th ed., pg. 435)

There is no provision in RONR for an “Acting” Treasurer - you’re either the Treasurer or you’re not. So unless your bylaws have such a position, I don’t think it is appropriate to simply call this person “acting” and imagine this somehow avoids the requirement in the bylaws. Depending on the exact wording and nature of the duties and authority of the Treasurer, it may or may not be in order to assign a person to perform these duties and take on this authority until such time as the position is filled. Personally, my recommendation would be to appoint someone who is actually eligible to serve for a month, or until the bylaws can be amended, whichever comes first.

If the bylaws provide that 1/3 of the terms expire annually, then in order for this to work, they must be three year (36 month) terms. Why is a separate provision required?

It is generally understood that terms begin and end at annual meetings, rather than being exactly a certain number of calendar years, unless the bylaws provide otherwise. I don think there is any ambiguity in this case, but I agree that adding the suggested language is still desirable, in the event that the assembly fails to complete one or more elections at an annual meeting.

In such cases, however, the Secretary (well, really everyone, but especially the Secretary) should insist that members and the chair make, state, and put actual motions with actual words, precisely so that the Secretary knows what to put in the minutes.

I agree, but based on the facts provided, it is not clear that there was any breach at all. As I understand the facts, the OP’s complaint is regarding the fact that a member circulated a number of documents in support of the motion shortly before the meeting. Members did not have enough time to review the documents, nor did members in the opposition have an opportunity to submit documents of their own. None of this violates any rule in RONR. The assembly could have postponed the motion, but apparently it did not wish to do so.

I see no reason why a motion to suspend the rules could not be used for this purpose.

Okay. Hopefully that is more clear in the letter. It would probably also help your case if you stop referring to these people as the “three remaining board members.” As I have previously noted, there are seven remaining board members. No, he isn’t. There are actually seven remaining members, and the three referred to here are those who have not, at any time, submitted resignations. They are under the impression that they are the three remaining board members. Four board members have submitted resignations (including the OP), but the resignations have not yet been accepted. The OS has withdrawn his resignation. Two more may intend to withdraw their resignations, and the last one still wishes to resign.