Josh Martin

What exactly does this mean? Assuming the language in question was properly adopted as an amendment to the bylaws (which appears to be in question), this appears to be correct, since we are told that the language provides that “one Board seat shall be for a retired member, and shall be elected by retired members.” I am not entirely certain what is meant by this. If you mean that retired members could vote twice on a particular board position, I do not think that is correct. RONR clearly provides that one member has only one vote on any given question. If you mean, however, that the retired members are permitted to vote on the seat elected solely by retired members, and are also permitted to vote on any seat(s) elected by regular members, then that appears to be correct. What provisions, exactly, do you think are in conflict? I would also note that questions of bylaw interpretation are ultimately for the society to decide, and will require reviewing the bylaws in their entirety. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

Thank you. A committee certainly cannot grant its subcommittee authority that the committee itself does not possess. Unfortunately, I don’t think there is anything explicitly stating as much, since the idea is so patently absurd. I think the burden is on the Finance Committee to find a rule which allows it do this.

Could you clarify what exactly is the situation here? Who decided that this subcommittee “is responsible for disbursing funds from our Victory Fund to candidates and other causes until the end of the 2018 election”?

Thank you for your clarification. I believe I had previously misunderstood your position. I see nothing in the OP’s statements to suggest that there is some sort of power struggle occurring. My understanding was that the desire for a separate committee was simply that the bylaws subcommittee was overworked. The OP stated “I think the intent here is to take some of the burden off of the bylaws committee, because they Convention Committee wants extensive work done reviewing the committee structure, and they want a specialized group to do that.” Unless and until the bylaws can be amended to grant the convention committee more flexibility in performing its duties, the strategy of creating a “sub-subcommittee” seems to assist in this goal. Nonetheless, I concur with your conclusions on the rules and I also agree that this is not an earth-shattering problem.

Zev, is it your opinion that the rule on pg. 492 does not apply to subcommittees, or is your argument simply “Who cares?”

Well, the chair didn’t actually make a ruling in the first instance. The announcement of the result of a vote is not a ruling. I believe, however, that the chair’s announcement was in error. RONR provides that illegal votes are counted for the purposes of determining a majority. “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. Each such ballot is credited to the voter's preferred candidate or choice if the meaning of the ballot is clear and the choice is valid. Unintelligible ballots or ballots cast for an unidentifiable or ineligible candidate are treated instead as illegal votes —that is, they are counted as votes cast but are not credited to any candidate or choice. Similarly, a ballot that contains votes for too many candidates for a given office is counted as one illegal vote cast for that office, because it is not possible for the tellers to determine which candidate(s) the voter prefers.” (RONR, 11th ed., pgs. 416-417) “The chair's judgment as to the more numerous side in a vote, or whether there are two thirds in the affirmative, also is not a ruling and is not subject to appeal.” (RONR, 11th ed., pg. 259) In this case, a Point of Order would have been appropriate, since the issue was not merely a matter of count, but whether the illegal votes should have been included. An Appeal could then have been made from that ruling. The second part is trickier. In the second case, the chair appears to be (although the chair should have been clearer) ruling the election null and void on the basis that, in fact, no majority was obtained and therefore, the election is incomplete. The problem is that in order to do so, there must be a continuing breach. The fact that the chair was in error about whether a candidate had a majority (which is the only reason the chair gave) is not a continuing breach. It could be argued that disenfranchising the members who cast the illegal votes constitutes a continuing breach because their votes could have affected the result. I might find this argument more persuasive if the chair had, in fact, ruled that the illegal votes would not be counted, but this does not appear to be the case. The chair merely declared a candidate elected. We do not know exactly what led to that erroneous conclusion, and therefore it is not known whether the chair excluded the illegal votes or merely made an error in the math, or in the understanding of a majority. Therefore, I am inclined to suggest that the chair’s ruling was in error, as I do not think there was a continuing breach in this instance. I would note that at least some members of the society appear to believe that illegal votes should not be counted. The society is free to adopt a rule to that effect if it wishes. I would also note that whether the candidates objected has no parliamentary significance. So far as RONR is concerned, candidates have no more rights with respect to an election than any other member.

You seem to be saying two different things here which are in conflict. I agree with the second one. A 2/3 vote is not sufficient. If a rule requires unanimous consent, suspending it would also require unanimous consent, because the rule protects a minority of a particular size (in this case, a minority of one). A rule requiring unanimous consent is in the nature of the rule of order. What the rule requires unanimous consent for is not relevant - rules pertaining to voting requirements are rules of order.

Thank you for the clarification. Based on these additional facts, I believe it is not in order to create the subcommittee in question. In my view, the rule in question also applies to standing subcommittees, especially when those subcommittees are established in the bylaws. It would, in my opinion, be in order to create a sub-subcommittee to investigate these matters. So far as I can tell, no rule in RONR prohibits the creation of such a committee. I believe they are not explicitly discussed simply because this is not a common arrangement. You also referred to the “bylaws of the convention,” which I believe is causing some confusion. In the ordinary case, the bylaws are the highest document of the organization and refer not only to the convention but to all aspects of the organization. Such a document is of a permanent nature, and is amended only as needed. The rules for a particular convention are referred to as “convention standing rules,” and these rules are adopted anew for each convention. Since you are instead using the term “bylaws” interchangeably, I have some clarifying questions. When you say that the bylaws establish the bylaws subcommittee, do you mean the bylaws of the organization or the rules of the convention? Is the role of the bylaws subcommittee to review the bylaws of the organization or the rules of the convention? Or both? Is the role of the special subcommittee to review the bylaws of the organization or the rules of the convention? Or both? Perhaps not, but the organization made that call when it established certain standing subcommittees in the bylaws. It may be worth considering amending the bylaws so that the subcommittees of the Convention Committee are not enumerated, so that it has the flexibility to divide its work as the specific situation requires. In the interim, however, it is not in order to appoint a special subcommittee to review a particular aspect of the bylaws when there is already a standing subcommittee to review the bylaws as a whole. A “sub-subcommittee” of the bylaws committee could, however, be created. Another thing to think about is whether the bylaws committee should be a subcommittee of the Convention Committee rather than a standing committee in its own right, which would be the usual arrangement. (Although it is not entirely clear whether these committees are actually reviewing the convention standing rules, due to the term “bylaws of the convention.”)

Yes, I believe that the rule in question also applies to standing subcommittees. If your bylaws provide, however, that such a special committee is to be appointed, that would take precedence over the rule in RONR on this subject. It is not clear from your post whether the special subcommittee you referred to is called for in the bylaws or if it is simply something the convention committee has decided to do. My understanding is that one of the subcommittees reviews only certain aspects of the bylaws, so if both of these provisions are indeed in the bylaws, the specific vs. general rule would seem to resolve the conflict.

At least as I understand the facts, the chair has complied with the rules in your bylaws on this matter. You stated that “Special meetings of the Board of Directors may be called by the President, or must be called by the President at the request of three (3) members of the Board.” While the President is required to call a special meeting if such a meeting is requested by three members, the chairman is still the person who calls the meeting. As a result, the chairman may determine the time, place, and date of the meeting. The chairman may not, however, determine the length of the meeting. The board is not required to adjourn after one hour, although it may be prudent for someone else on the board to arrange for the room to be reserved for longer, or to arrange another location at which to continue the meeting. Only the board has the power to decide when the board shall adjourn. I would note that no rule in RONR provides that members automatically lose their membership due to delinquency in dues or that officers must be members of your society. You should check to see whether your bylaws have either or both of these provisions. If it is indeed the case that your bylaws contain a provision that members automatically lose membership due to delinquency in dues and provide that officers must be members of the society, a meeting would be required, but the procedure would be somewhat different than the procedures referred to in FAQ #20. A Point of Order would be raised that the President is not eligible for office. The chair’s ruling on this point is subject to appeal, with a majority vote required to overturn the chair’s ruling. If if it is determined that the President is not eligible to serve, he would no longer be in office. This is not automatic because a determination must be made regarding the question of whether the President is eligible to serve. As suggested above, this may not be as clear-cut as it first appears. I would also question whether the board is the proper body to make this decision. If the membership elects the President, then the membership would be the proper body to determine questions of eligibility, or to otherwise remove the President from office, unless the bylaws provide otherwise.

If you don’t have bylaws at all, you don’t have a board. If you do have bylaws (or the equivalent), but they simply do not address this question, see FAQ #20.

Voting outside of meetings is not permitted unless authorized in the bylaws. I believe the majority of the board is correct in this matter. That would be appropriate, but it would also be appropriate to appoint an eligible person to the position now. The board is under no obligation to wait until this person is eligible.

There is no need for the discussion of the fine details discussed here. All that it really comes down to is this: if someone casts a vote in error, should that vote be counted when determining whether one candidate has received a majority? Figure out what your organization thinks the answer to that question should be, and then adopt a rule codifying that position.

The only exception I can think of is the argument that, by denying the illegal votes, this amounts to denying those members the right to vote. In this instance, those members’ votes would have affected the result. I’m very concerned with this idea that the “illegal” votes should be treated as blanks based on the argument that they “probably were not caused by humans as the pc was supposed to override errors or correct mistakes of humans, if any.” If there is any doubt as to whether these are, in fact, illegal votes, I would strongly lean toward the presumption that they are illegal votes. If the election had been conducted again immediately (as would have been proper) as opposed to 40 minutes later, there would be very little harm in having members vote again, even if the “illegal votes” were actually computer errors. On the other hand, if the assembly chose not to count the illegal votes on the assumption that they were computer errors, then those voters have been disenfranchised. Of course, better still would have been for those managing the software to explain what had happened, so there could be a proper determination of how to treat these votes. If there was still doubt as to how to count the votes, the facts should have been reported to the assembly, without disclosing how any particular candidate would be affected, and the assembly would have decided. “If the meaning of one or more ballots is doubtful, they can be treated as illegal if it is impossible for them to affect the result; but if they may affect the result, the tellers report them to the chair, who immediately submits to the assembly the question of how these ballots should be recorded. When reporting doubtful ballots, the tellers must be careful whenever possible not to show how the decision would affect any of the candidates.” (RONR, 11th ed., pg. 416) Then in the future it should be asked. If there are over 1,000 “illegal votes” (regardless of the reason), this should be of concern to everyone. Either there are a great number of members who cast votes incorrectly, or the software has a large number of errors. Either of these situations doesn’t seem great. It remains my view that incorrect number presses should be treated as illegal votes. Presumably, the members pressed the wrong button in error. If the members wished to abstain, they did not need to press a button at all. Therefore, this seems more comparable to an illegible ballot than a blank one. Nonetheless, since RONR provides no clear answer on this point, I concur that the assembly should have made this determination - ideally, without informing the assembly which candidate would benefit. It would also seem prudent for the assembly to adopt its own rules on this subject in the future.

I guess my impression was not that no one but the computer knows why the votes are illegal. I was under the impression that someone knows, but did not provide this information to the assembly (which is probably even more concerning). As I have already noted, this should be corrected in the future.

The chair’s reasoning may have been that, by refusing to count the illegal votes, this was disenfranchising those members, which was in this instance enough members to have affected the result. I don’t know that I necessarily agree with this reasoning, but it does not seem absurd. I would note that, in my view, whether the President acts on his own initiative or in response to a Point of Order has nothing to do with it. Well, in the future the reason why the votes were, in fact, recorded as illegal votes should be announced to the assembly and recorded in the teller’s report, as required by RONR. That should help with some of these problems. Additionally, if there is a large number of illegal votes, then if another round of voting is necessary it would seem prudent to provide additional instructions to the assembly regarding the proper use of the electronic voting devices.

A majority in this case would be a majority of the votes cast, excluding blanks and abstentions (unless the bylaws provide otherwise). Illegal votes would be included in determining a majority unless the organization’s rules provide otherwise. Yes, I think this is correct. I can think of one example. With simple keypad voting, if numbers 1-4 corresponded to candidates, for instance, and a member voted (presumably in error) for 5, this should be treated as an illegal vote. I think this is similar to casting an unintelligible ballot or a vote for an unidentifiable candidate. I do not think that it is correct that illegal votes should be excluded, unless the organization’s rules so provide. Even if it is correct that the “pc system must have a good protective software measure to avoid any illegal vote” (and I am not sure I would make that assumption), this would merely decrease the likelihood of illegal votes. Any illegal votes which nevertheless occur must be credited. If an organization wishes to adopt its own rules providing that illegal votes are treated as abstentions, it is free to do so. Well, it doesn’t seem that such information is forthcoming coming, since Kim-See has stated that he also does not know why the votes were declared illegal. Since such information is not available, I will assume that these were properly counted as illegal votes.

It is correct that your bylaws take precedence over RONR when they are in conflict, however, RONR actually agrees with your bylaws in this matter, despite the claim to the contrary. “Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one.” (RONR, 11th ed., pg. 14) “When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization.” (RONR, 11th ed., pg. 17) Your bylaws themselves should also state something to that effect. If they do not, see here for how to fix that. ”In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president.” (RONR, 11th ed., pg. 458)

In my opinion, a rule pertaining to the time when the polls are closed is clearly in the nature of a rule of order. RONR states that rules of order are those relating to the orderly transaction of business in meetings or the duties of officers in that connection. One might infer from this that rules pertaining to absentee voting are not rules of order, since they do not relate to the orderly transaction of business in meetings or to the duties of officers in that connection. I think that RONR’s statement on this matter, however, must be viewed in light of the fact that, so far as RONR is concerned, business may only be transacted at a meeting, and the definition of rules of order is based upon that fact. If an organization has adopted rules in its bylaws which permit business to be transacted outside of a meeting, then I think rules pertaining to the transaction of business are properly understood to be in the nature of rules of order, even although the transaction of that business occurs, in whole or in part, outside of the context of a meeting. Nonetheless, because RONR provides that rules with application outside of a meeting context cannot be suspended, the rule in question may not be suspended unless the bylaws so provide.

The rule in question cannot be considered a restriction that has no application outside of a meeting. As I understand the facts, all of the votes are submitted outside of a meeting. A rule pertaining to when the polls close is certainly in the nature of a rule of order, however, a rule which has application outside of a meeting cannot be suspended.

You say that the committee “drafted By-Laws.” Have those bylaws since been adopted? They should provide, among other things, how officers are selected. Vacancies would be filled in the same manner, unless the bylaws provide otherwise. Generally, officers are indeed chosen by election.

No. An assembly may elect anyone it wishes as a Chairman Pro Tempore, whether or not that person is an officer, a board member, or even a member. Based on the additional facts you have provided however, it seems this may not be an issue.

Oh, you should have mentioned that earlier. That simplifies matters considerably. In this event, the Secretary is like the “Vice President” in this regard. He would be next in line to preside whenever the President does not. No approval of the assembly is required, since this is already provided for in your rules. None, I suppose. (Many organizations would consider this to be cause for discipline against the President, especially if this happened often, but your organization appears to be taking what it can get for officers in the circumstances.) No. Yes. I would normally agree that a Secretary Pro Tempore should be elected in such cases (since it is difficult to preside and take minutes at the same time), but this organization seems to really struggle to get anyone (other than the OP) to do anything, so the Chairman Pro Tempore may have to just deal with performing both roles. Additionally, it remains my opinion that no rule in RONR requires these two minimum officers to be different people, so the assembly is not required to elect a Secretary Pro Tempore in this instance.

A lot of organizations use the gavel far more often than intended, so it would not surprise me if this was a common practice, but it is certainly not consistent with RONR. It’s used a bit more often than that, but not much. It is also used when leaving for (or returning from) a recess or when calling a member to order. RONR also notes that the presentation of the gavel is often part of a installation ceremony for new officers. It is certainly not presented to each speaker, although it is conceivable that the organization has its own rules in this matter.

The board may adopt its own rules on this subject if it wishes.