Josh Martin

I disagree. It seems to me that in an instance where write-in votes are prohibited, such votes should be treated as illegal votes, although there is of course nothing in RONR which explicitly states as much, since write-in votes are permitted in RONR. It will ultimately be a question of bylaws interpretation. I do not think it is at all comparable to a member attempting to vote by mail when the bylaws do not permit voting by such a method. It is a fundamental principle of parliamentary law that only members who are present may vote. Instead, I think this is comparable to a member who votes for an ineligible candidate. “In recording the votes cast, the principle followed is that a choice has no mandate from the voting body unless approval is expressed by more than half of those entitled to vote and registering any evidence of having some preference. Accordingly, the tellers ignore blank ballots and other ballots that indicate no preference, treating them as abstentions. (Blank ballots are sometimes cast by members to conceal the fact that they do not wish to vote.) All ballots that indicate a preference—provided they have been cast by persons entitled to vote—are taken into account in determining the number of votes cast for purposes of computing the majority.” (RONR, 11th ed., pg. 415) A voter who cast a write-in vote has quite clearly expressed a preference in the election. I do not think such votes should be counted as abstentions unless this is explicitly stated. A mail-in vote is quite different, as a person who is not present is not a person entitled to vote.

I would first note that, so far as RONR is concerned, even the President and Chief Staff Officer’s comments are not included in the minutes. The only circumstance I can think of in which comments are recorded is in the case of repeated or egregious indecorous comments. If it reaches the point where the member is “named,” the chair directs the Secretary to record the indecorous words used by the member. This is followed by the assembly deciding what disciplinary action to take against the member. I also concur with my colleagues that the assembly may order comments to be recorded in the minutes in a particular case, although I generally recommend against this, unless of course there is some valid reason in the organization’s rules or applicable law to do so.

I am not certain about this. It seems to me that improperly throwing out a ballot is essentially denying that member’s right to vote. Therefore, it seems to me that a Point of Order would be timely if the number of such ballots were enough that it could have affected the result.

I don’t think that is what I said, or at least it is not what I meant to say. If meetings are scheduled by resolution, then they may be canceled or rescheduled by rescinding or amending that resolution. If a meeting is scheduled by rule, and the rule provides no method for canceling or rescheduling, then the only recourse is to amend the rule. I do not think that RONR provides a clear answer as to how (or if) a meeting scheduled by an individual can be canceled or rescheduled, so I would not make a blanket statement that “the authority to call meetings presumably carries with it the authority to cancel them.” It seems to me that would be a question of bylaws interpretation. We are told that “The calendar is sent out to the Board for the entire year in December of the prior year,” so it sounds like a regular meeting, but it has not yet been stated how this calendar is set.

If the committee had been granted exclusive power by virtue of a provision in the bylaws, then certainly the committee’s decision could not be countermanded. If the bylaws granted the committee this power, but it was not exclusive, then the situation may be comparable to a subordinate board - the action may be countermanded, but it would require a motion to Rescind or to Amend Something Previously Adopted.

Okay, but who sets this calendar? The board? If so, the meetings may only be canceled by the board itself, and the board may only take action at a board meeting, unless your rules provide otherwise. As to calling it something else, “rescheduled” could work, if it is intended to still hold the meeting, but on a different date.

What (if anything) do your rules say about canceling meetings and how were these meetings scheduled in the first place?

I think there is some ambiguity in a rule that states “Officer who consistently neglects duties can be removed from office by 2/3 vote of the Executive Committee and the organization.” It seems to me that it is ambiguous whether this rule means that a 2/3 vote of those present and voting is required, or if a 2/3 vote of the entire membership is required. While I personally agree that the former interpretation is more reasonable, I do not think the latter interpretation is unreasonable. I agree, however, that the interpretation that this rule means that “2/3 of the Exec Committee and 2/3 of the organization must be present to vote, and if the voting results in a majority, then the officer is removed” is not reasonable. Since the word “present” does not appear anywhere in the cited rule, I do not think this is logical. If anything, the added words would suggest that a 2/3 vote of the entire membership is required. The phrase may, however, add something else - indicating what body is voting. In this case, it may be that the cited language is merely intended to indicate that the executive board and the membership must vote on this matter, and is not intended to qualify the meaning of the 2/3 vote.

Yes, I think the assembly may countermand this action, even if the committee has been granted full power, and this would require only a majority vote. I do not think that appointing a committee with power places it on the same level as a board.

Yes, this is correct.

How was the meeting originally scheduled?

Colloquial forms such as “I call for the question” are acceptable, although the same rules are used. See RONR, 11th ed., pg. 202.

No. Generally, a Point of Order must be raised at the time of the breach. The motion to amend the bylaws may, however, be raised anew, following whatever notice requirements are in your bylaws.

Unless your rules provide otherwise, the power to create and appoint the members (including the chairman) of the committee rests with the assembly, although it may delegate this power in a particular case if it wishes. If the assembly authorizes the Chairman to appoint the committee, and does not specify a Chairman, the first-named member serves as chairman. If the assembly appoints a committee, and fails to specify a Chairman, the first-named member serves as convener, and the committee elects its own Chairman at its first meeting.

In the ordinary case, the board member would be free to move to amend the motion by striking the current name and inserting a new name, or by moving to strike the name and to insert a blank, in which event further suggestions would be in order. Either motion is debatable and requires a majority vote for adoption. It is unclear, however, how this works in a situation where “this discussion is being done via email and the vote will take place via conference call,” and it should be noted that conducting business in this manner is not permitted unless authorized by your bylaws.

Generally, the motion may be made anew at a future meeting. Since this is regarding removal of an officer, however, see also FAQ #20.

This is not in order. As has been previously noted, something cannot be postponed beyond the next meeting, and it cannot be postponed beyond a quarterly interval, and the election may not be postponed before it is actually pending. This raises an interesting question of whether postponing an election conducted by mail is possible at all, since the election is not pending at a meeting. An item which the bylaws say occurs at a particular meeting may be postponed when it is actually pending, however, it may not be postponed beyond the next regular meeting, and it may not be postponed beyond a quarterly interval. I am not certain, however, whether the election can be postponed at all, since it occurs at a specific time outside of a meeting. So it may only be possible to postpone the nominations, and they obviously cannot be postponed beyond the the start of the election. Which sounds too late to me, since it sounds like voting is over by then. If the bylaws do not restrict the manner in which nominations are made, perhaps they can be made outside of a meeting. Otherwise, I suppose it’s all write-in votes. In the ordinary case, yes, but I am doubtful that this is in order for an election, especially when the election occurs outside of a meeting.

No, the cited rules do not grant the board the authority to accept resignations and to fill vacancies. The board has such authority if it is explicitly granted, or if the bylaws grant the board full power and authority to act for the society between meetings of the membership. In the absence of such rules, the society itself would accept resignations and fill 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) Sounds right to me. Yes, you can and should address this at the next general meeting, by raising a Point of Order, followed by an Appeal if necessary.

Based on the facts presented, I am inclined to disagree with my colleagues. It seems to me that the bylaws specify the time at which the polls are closed, and ballots were submitted after that time (in fact, one week later). I think that these ballots should be treated as votes cast by persons not eligible to vote. If these votes can be identified, they would then be thrown out. If they cannot, any elections where the number of such ballots is sufficient to affect the result would be null and void. It is certainly correct, however, that this is not automatic, and it will ultimately be up to the assembly to resolve this matter.

I understand that is what is being done any time any member raises a point of order, but the other members of the assembly have not been hired specifically for the purpose of advising the chair on such matters. I had previously understood that the intent of the rule you were proposing was to make clear that the parliamentarian could fully exercise his rights to, for instance, speak in debate on matters before the assembly, but that the parliamentarian’s role was otherwise the same as in RONR. While this may undermine the parliamentarian’s appearance of impartiality (and the society apparently felt this was an acceptable risk), it does nothing to change the relationship between the presiding officer and the parliamentarian. I fully understand that some organizations wish to go further still and provide that the role of the parliamentarian is to advise the assembly, even if this means openly challenging the presiding officer. An organization is free to adopt such a rule if it wishes (although I would not advise it), but it is not clear to me that this is the intent of the rule you stated, as written. If it is the intent of the society to have the parliamentarian openly challenge the chair, in my view, the rule stated above is not sufficiently clear for that purpose. It should, in some manner, be made clear that the society expects its parliamentarian to ultimately be an advisor to the assembly, not the presiding officer. Changing it so that the membership elects the parliamentarian would certainly hint at that, although I think it would be better still to explicitly state it. If all the society has done is to adopt the rule you stated above, however, I stand by previous statement. I would also note that the argument that “many presiding officers, not being very familiar with RONR, would not object to the parliamentarian raising a point of order when there has been a breach of the rules” makes no sense at all, as what the parliamentarian should do when there has been a breach of the rules is to quietly inform the chair of this matter, and to address the assembly regarding it only if requested to do so by the chair. If the Chairman then follows the parliamentarian’s advice, there is no need to raise a Point of Order. Therefore, the only circumstance in which the situation the OP asks about should arise is if the chair does not listen to the parliamentarian’s advice, and the parliamentarian nonetheless continues to challenge the chair. In my view, this is not appropriate behavior for someone whose job is to advise the chair. I do, however, agree with your statement that the parliamentarian has no obligation to resign, since no one ever has an obligation to resign - as always, resignation is a voluntary act.

Even in such a case, however, I am inclined to think that the parliamentarian should not raise a Point of Order unless he intends to submit his resignation (and if he does not, he should expect to be fired). The parliamentarian serves as an advisor to the presiding officer on parliamentary procedure, but it is the presiding officer who has the principal responsibility to enforce and interpret those rules. For a member parliamentarian to openly challenge the chair undermines the chairman’s authority in this regard.

If your bylaws require a ballot vote and make no exceptions for this scenario, yes. Otherwise, no.

This unusual wording may be referring to the possibility of members holding proxy votes. That is, in an organization with proxy votes, there may be “persons entitled to cast a majority of votes of the entire membership” even although less (potentially even much less) than a majority of the membership is physically present. I concur, however, that it is ultimately up to the organization to interpret its own bylaws, and that the society may also need legal advice on this matter. RONR does not permit proxies at all, so it has no answer to this question.

This is not surprising, as the 12th edition is not out yet. The current edition is the 11th. Make nominations: “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.” (RONR, 11th ed., pg. 435) Speeches: See #49 in RONR, 11th ed., tinted pages 18-19 I covered the other citations in my previous post.

Mr. Brown, if it is indeed correct that this in the nature of a prerequisite for holding office (and I do not think that it is), then wouldn’t write-in votes also be prohibited?