Josh Martin

First, I must note that it is ultimately up to the organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. With that said, my personal interpretation would be that nominations are closed at the end of the October meeting, and therefore a member may not simply make a nomination at the November meeting. I do not think, however, that anything in the rule prohibits the society from choosing to reopen nominations at the November meeting, by majority vote. Even if the rule were interpreted in such a way that nominations may not be reopened, rules regarding nominations are in the nature of rules of order, which may be suspended by a 2/3 vote. Finally, even if the organization refuses to reopen nominations, members have the right to vote for any eligible candidate unless the bylaws provide otherwise. In other words, “write-in” votes are in order.

If a quorum is not present, elections may not be held. If it is desired to continue this practice, yes. Yes. A custom is not sufficient. “When repeated balloting for an office is necessary, individuals are never removed from candidacy on the next ballot unless they voluntarily withdraw—which they are not obligated to do.” (RONR, 11th ed., pg. 441) “An organization could suspend the rules, or adopt a special rule of order, so that the nominee with the fewest votes is dropped from the list of nominees for succeeding ballots in the expectation that voters will then confine their choice to the remaining nominees. Only a bylaws provision, however, could make the dropped nominee ineligible for election so as to render illegal any subsequent votes cast for that nominee. (See pp. 430–31.)” (RONR, 11th ed., pg. 441, footnote) “However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it.” (RONR, 11th ed., pg. 19)

“Votes can be cast for any person who is eligible for election, even if he has not been nominated.” (RONR, 11th ed., pg. 439) “In elections, "for" and "against" spaces or boxes should not be used. They are applicable only with respect to votes on motions. In an election, a voter can vote against one candidate only by voting for another who has been nominated or by writing in the name of another candidate.” (RONR, 11th ed., pg. 414) Rules of order may generally be suspended (not “nullified”), however, the rules may not be suspended for the purpose described except by unanimous consent (and perhaps not even then, if the bylaws require a ballot vote - the description of a ballot vote for an election in RONR specifically provides that members may vote for any eligible candidate, as noted above). “Sometimes a series of independent resolutions or main motions dealing with different subjects is offered in one motion. In such a case, one or more of the several resolutions must receive separate consideration and vote at the request of a single member, and the motion for Division of a Question is not used.” (RONR, 11th ed., pgs. 274-275) “In any case, no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule.” (RONR, 11th ed., pg. 261) A rule which permits a single member to demand something protects a minority of one, and the rule therefore cannot be suspended if even a single member objects. “A rule in the bylaws requiring that a vote—such as, for example, on the election of officers—be taken by (secret) ballot cannot be suspended, however, unless the bylaws so provide (see also Voting by Ballot, pp. 412–13).” (RONR, 11th ed., pg. 263) RONR does not allow this. Members should have been permitted to make nominations and to make nominating speeches. Additionally, members are permitted to vote for any eligible candidate for each office. It is not proper to take a yes or no vote in an election, or to take a vote on competing “slates,” unless your bylaws so provide.

Do your bylaws actually say this? This is not correct so far as RONR is concerned. You will need to look to your bylaws to answer this question. As noted previously, candidates cannot be dropped except by virtue of a rule in the bylaws.

Thank you for this clarification. In RONR’s terminology, this would be described as 100 votes cast, not 1,100 votes cast. ”In an election of members of a board or committee in which votes are cast in one section of the ballot for multiple positions on the board or committee, every ballot with a vote for one or more candidates is counted as one vote cast, and a candidate must receive a majority of the total of such votes to be elected.” (RONR, 11th ed., pgs. 441)

I am a bit unclear on how these numbers were determined. What is “votes cast” in the example provided? Is it the number of ballots cast, or something else? If it is something else, how many ballots were cast? Additionally, do your bylaws have their own rules on the number of votes needed for election? I would also note that, so far as RONR is concerned, the teller’s report is read in its entirety. I suppose this could be waived by unanimous consent, or the society could adopt a special rule of order that only those names with with five or more votes are read. Possibly neither. So far as RONR is concerned, no one may be dropped from consideration. If your bylaws have their own rules regarding this subject, follow those rules. (Technically, an assembly may suspend the rules to drop candidates from the ballot, but this doesn’t really do much of anything. Members are still free to vote for any eligible candidate, unless the bylaws provide otherwise.) If this is merely a custom, it would fall to the ground upon a member raising a Point of Order, since it conflicts with RONR.

I agree that, with the bylaws silent on dues (except for the simple fact that dues exist), the assembly is free to adopt a rule such as the one you have suggested, although it would be preferable in my opinion to add the proposed rule to the bylaws. I also agree with the second paragraph, to the extent that I agree that such an interpretation is reasonable, although I would not personally agree with this interpretation. If all the bylaws say is that annual chapter dues must be paid in full by the end of the year, and say absolutely nothing else on the subject, then I think there are potentially a great many reasonable interpretations of such an extremely ambiguous rule, which is why the bylaws should be amended as soon as possible to clarify this matter. I agree entirely with this.

RONR does not express a preference and only mentions the issue in passing. “Frequently it is provided that a specified percentage of the directors shall be chosen periodically in such a way that their terms of office overlap those of the others—as when, for example, there are six directors and it is provided that two shall be elected at each annual meeting for three-year terms.” (RONR, 11th ed., pg. 482) RONR has no particular suggestions on transitioning to such a system, but it has the following general comments about amendments to the article on officers. ”Amendments to the article on officers may raise difficulties in relation to the time at which adopted changes take effect, unless special care is taken. A society can, for example, amend its bylaws so as to affect the emoluments and duties of the officers already elected, or even to abolish an office; and if it is desired that the amendment should not affect officers already elected, a motion so specifying should be adopted before voting on the amendment, or the motion to amend can have added to it the proviso that it shall not affect officers already elected. There is virtually a contract between a society and its officers, and while to some extent action can be taken by either party to modify or even terminate the contract, such action must be taken with reasonable consideration for the other party.” (RONR, 11th ed., pgs. 597-598) As applied to this case, I think this means that it would not be advisable to amend the bylaws in a manner that would shorten the terms of office which are not yet completed, but it does not appear to provide any further suggestions on how to implement such a change. The suggestions by yourself and Mr. Kass appear reasonable, and the assembly itself will have to determine which method better suits their needs.

If anything, I think this is an understatement. So far as I am aware, RONR has nothing whatsoever to say about the rights of candidates and is solely concerned with the rights of members. To put it another way, candidates have no rights beyond their rights as members (assuming the candidates are members), unless the organization’s rules provide otherwise.

If this person is a member of the board, he has a right to attend all meetings of the board, including those held in executive session. The board may still meet in executive session if it wishes to do so, but this member will be present.

All members of the board (including the commodore) have voting rights, unless your bylaws provide otherwise. In such a case, the commodore should feel free to vote in all cases. So far as RONR is concerned, all members have the right to vote.

Following up on this, there appears to be an implication that the assembly votes “yes” or “no” on the slate in its entirety. This is completely improper, unless your bylaws provide for conducting elections by this method. Instead, members should be permitted to make nominations from the floor and vote for any eligible person of their choice for each office.

If they wish. The committee could also set an adjourned meeting for Saturday or Sunday and postpone the interviews to that meeting, if it prefers to do so. It appears that the interviews may not be delayed further, since you say that your rules require the interviews to be scheduled on two days, “one on each of two subsequent weeks.” I would also note that the rules cited so far appear to refer only to when the interviews are conducted, so it may be that the committee is permitted to conduct the interviews this week, and postpone the deliberations to a meeting scheduled for a later week, so long as this would still permit the committee to complete its task in a timely manner. It’s all up to the committee’s discretion and your assembly’s rules. There is nothing in RONR which requires all members of the committee to be present. The candidates have no “right” for their nomination to be considered by all members of the committee. I see nothing in the facts provided which suggests that the committee cannot finish its work, so I see no reason to “simply skip the entire slating process.” It should also be noted, however, that members are free to make nominations from the floor, unless your rules provide otherwise. As noted above, the committee should complete its work in a manner consistent with your rules and, beyond that, within the discretion of the committee. The committee should then make its report and nominations from the floor are then in order. The assembly is then free to elect any eligible person. It may be impossible at this time to replace the members of the committee. Members of the nominating committee are often elected by the general membership, and the general membership may not meet between now and the report of the committee. Additionally, it appears that the problem for these members (at this time) is with this particular Friday, which is not necessarily an indication that the committee members are, generally speaking, unable to meet twice a year.

In the ordinary case, the bylaws either specify the amount of dues or, failing that, specify how the amount of dues is to be set. In the long run, it would be advisable to amend the bylaws to clarify this. Nonetheless, if the bylaws provide that members shall pay the annual chapter dues, then this clearly must be done. I concur with my colleagues that if nothing else is said on the subject, it seems reasonable that this would be set by the membership, by an original main motion. As to the vote required now, that may depend on what motions have been adopted relating to the dues in the past. If it has always been set in the manner described above (adopting the dues for the upcoming year), then I think a majority vote would be sufficient. If a motion had been adopted specifying that the dues would be a certain amount for an indefinite period of time, then it seems to me that changing the dues would be a motion to amend something previously adopted, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with with previous notice.

Yes, if such a rule is added to the society’s bylaws, then the Executive Board is thereby authorized to “create standing committees and boards with standing authority to act on certain matters without specific instructions.”

The maker of a motion is not required to vote in favor of the motion, but this is generally relevant because the motion may be amended, or that the motion maker may change his mind. It is generally expected that the motion maker is in favor of the motion at the time he makes it. There is generally no point in making a motion that you do not support. Could you explain exactly why you wish to make a motion that you do not intend to vote in favor of? There may be a better way to accomplish your objective. No, but again, I question the wisdom in doing this.

You are correct regarding the general rules on this subject. There are additional rules on this subject in this case, however, since you ask whether (and how) the Executive Board (not the society itself) may establish the committees in question. “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. Such committees of the board always report to the board.” (RONR, 11th ed., pg. 484-485) Therefore, it seems to me that the executive board can not establish standing committees “with standing authority to act on certain matters without specific instructions,” unless authorized to do so by the society’s rules. The executive board certainly may not establish new boards, which may be done only by amending the bylaws.

Based on these facts, it would seem these persons are not, in fact, on the committee. Whether this person is or is not a member of the HOA is not the issue. Members of a committee do not need to be members of the society. The problem is that these persons are claiming to be committee members when they have not, in fact, been appointed to the committee.

I suspect that the secretary has other duties, and/or that the board is required to elect a secretary from among its own members due to a provision in the society’s rules or applicable law.

It seems to me the executive assistant should sign them, and should also sign them when the secretary is present. It seems to me that the executive assistant is acting as the secretary, so far as RONR is concerned. If some rule or law requires the Secretary to sign these minutes, then see what that rule or law says on this subject. If it is merely a custom, then it is at the board’s discretion. Why bother electing a secretary pro tem? The person who performs the parliamentary duties of the secretary appears to still be present.

It is correct that there is no such rule, and I did not mean to suggest that there is. It just seemed to me that your original statement may have been read as suggesting that intent does not matter at all in these cases. I merely wished to clarify that this is not the case.

But he was elected. He was just elected by the board, not the membership. As noted, however, it is ultimately up to your organization to interpret its own rules. If the rule is ambiguous (which you acknowledge) intent does matter in interpreting it.

Your bylaws appear to state that he is not eligible unless he sits out for two years. “Any elected officer may serve a maximum of two consecutive elected full terms in a specific elected office e.g. Vice President. All persons who have served two consecutive elected terms in a specific office must allow two years to elapse before he/she may accept a nomination or election to that same specific office.” On the other hand, your bylaws also appear to state that the board may grant exceptions to this rule. “Exceptions by reason of unique or exceptional talent or experience or lack of willing personnel may be made on a case-by-case basis by the Board of Directors.” So it would seem to me that he is not eligible unless the board grants an exception. It is ultimately, however, up to your organization to interpret its own bylaws.

Do you feel it would be a more accurate statement if we said “The President may withdraw his nomination, but this does not prevent the board from acting on the motion at this time”?

Yes. See the second paragraph of FAQ #16. I agree completely. Nonetheless, it appears that an exhibit was placed in the minutes, and those minutes were approved. Changing the exhibit in the minutes (or removing it from the minutes) will require the approval of the board.