Josh Martin

Please clarify what exactly you mean when you say that the President cannot fulfill their role. RONR provides rules for how to handle the office of the President being vacant, how to handle the President being absent from a particular meeting, or how to remove the President from office, but it is not yet clear which (if any) of these rules is applicable in the current situation. It is not permissible to “override” the bylaws unless the rule in question provides for its own suspension or if the rule is in the nature of a rule of order (in which event, it may only be suspended for the duration of the session), but it is not yet clear that it is necessary to override anything.

For those who are interested, a more thorough discussion of this topic may be found here.

Since the reports in question are given at meetings of the board, only members of the board have a right to review them under RONR, in the same way that only members of the board have the right to review minutes of the board.

No, I don’t think so. It would be considered a vacancy. An election becomes complete immediately if the member is present and does not decline, or if he has previously consented to his candidacy. If he is not present and has not previously consented, it becomes complete when he is informed of his election and does not promptly decline. The facts presented suggest that the election is already complete. In my opinion, however, it is not in order to prevent him from taking office. Yes, that would appear to be the case (although the “disciplinary process” in your bylaws appears to be quite simple). I think it is clear, however, that the board may not use the procedures in Ch. XX for this purpose, since such power is reserved for the membership except where the bylaws provide otherwise. The facts presented suggest to me that the board member has already been re-elected, and that the conduct at issue occurred after his re-election. It appears that the organization’s bylaws have a delayed time for taking office. So the board member is currently in office and has also been elected to another term which will begin in November.

But this rule depends on the board members to look out for the rights of the non-members in any event, since the rule permits the board to prevent the non-members from speaking at any time, by a majority vote.

Sending the minutes by email is fine - which will address the board’s concerns regarding the paper, ink, printing, and copying. The approval itself, however, must happen at a meeting (which appears to be what is suggested, given the reference to projecting the minutes on a whiteboard).

All that RONR has to say on seating is that the Chairman should be seated where he can see everyone, and that the Secretary and Parliamentarian (if there is one) should be seated near the Chairman. Everything else is up to the assembly’s rules or customs, or personal preference. If the organization wishes to adopt its own rules regarding seating arrangements, it is free to do so.

If the resigning member no longer wishes to resign, he may simply withdraw his resignation, since the question on accepting it has not yet been stated by the chair. I would also note that (assuming the member still wishes to resign), there is generally no purpose in rejecting the resignation unless it is intended to discipline the member instead.

Certainly it does not force them to adopt any specific motion, but it does force them to adopt some form of budget. I don’t agree that adjournment of the meeting is prohibited. RONR does not prohibit adjournment in the case of an election, for instance. While RONR recommends that the election should be completed (or alternatively, that an adjourned meeting be scheduled), an assembly which has not done either of these things is nonetheless free to postpone the election and/or adjourn the meeting.

An election is somewhat different, however, as it involves members voting on which candidate should be elected. In the case of a budget, the budget would be perfected through amendment, rather than voting on one of several versions. For a budget, I think a better procedure would be something more comparable to minutes. A draft budget is proposed, which may be amended in whatever manner the assembly wishes, but after all amendments are finished, the budget is declared to be adopted. Seriatim consideration may also be advisable.

Acutally, the previous option is the “primary.” The amendment(s) will come before the assembly as they were worded at the time they were referred to the committee. If the committee wishes to change an amendment, it must offer the change as an amendment to the proposed bylaw amendment. See RONR, 11th ed., pgs. 516-524 for information on the procedures used when a committee reports on a resolution referred to it by the assembly.

Blank ballots are not counted. Ballots with “character names” are counted as illegal votes - they are not credited to any candidate, but they are counted for purposes of determining a majority. Additionally, the Certification Committee did not have the power to decide this question unless your rules so provide. It should have been decided by the assembly. I also concur with Zev that unless the runoff rule was in the bylaws, votes for the third candidate must still be credited (and even if it was in the bylaws, they would be counted as illegal votes).

I don’t think it is unreasonable to expect the society’s officers to take actions necessary to carry out the society’s directives, whether or not they are specifically named in the motion. If the society wishes, however, it is certainly free to first adopt a motion explicitly ordering the Treasurer and Secretary to sign the paperwork, and then pursue disciplinary action if the officers still refuse to do so.

“Some organizations desire to elect their president one entire term in advance, and in such cases, during the term following the election, the person chosen is called the president-elect. This office exists only if expressly provided for in the bylaws, in which case the members never vote on any candidate for the office of president, but elect a president-elect and the other officers of the organization. Accordingly, when a member has served his full term as president-elect, he automatically becomes president for a full term. Once a person has been elected president-elect, the assembly cannot alter its decision regarding the succession of that person to the presidency, unless he vacates office during his term as president-elect or unless ground arises for deposing him from that office (see pp. 653–54). When the bylaws of an organization provide for a president-elect, it is usual to provide also that if the president should be absent, or if the office of the president should become vacant between elections, the president-elect shall preside, if present, or shall fill the vacancy. Unless such provision is made, the first vice-president would preside or complete the president's term. It is also customary to provide in the bylaws for some method to fill a vacancy in the office of president-elect, should one occur between elections. It is important to consider these provisions with great care.” (RONR, 11th ed., pg. 457) The first question which arises here is who becomes President. It seems to me that the key to this is interpreting the meaning of the rule in the organization’s bylaws which provides that “The elective Officers of the Association shall be a President, a President-elect, who shall automatically succeed to President, and a Secretary/Treasurer.“ I would suggest that it is ambiguous whether this language applies in the event of a vacancy, or if it is merely intended to provide that the President-Elect shall become President upon the completion of his term. Only the organization can determine the meaning of its own rules. If the rule does apply in the case of a vacancy, then the President-Elect is now President - the rule provides that the PE “automatically” succeeds to that office. It is worth noting that the organization’s vacancy-filling rules make no mention of this. If the rule does not apply in the case of a vacancy, then in the ordinary case, the Vice President becomes President. Since the organization has no Vice President, however, it would seem the rule in the bylaws which provides that “In the event an elected position is without a candidate or should a vacancy in a position after election occur, the Board of Directors shall, at its next regular meeting, appoint a [there seems to be a missing word here - perhaps “candidate”] to fill the position for the remainder of the term." would be controlling. The next question is, if the President-Elect does become President in the event of a vacancy, what happens when the current term ends? Does he remain President for a full term, or is he replaced by the new President-Elect who is selected by the board to fill the vacancy in that office? Again, the rule is ambiguous, as all that the rule says is that the President-Elect “shall automatically succeed to President,” providing no clarification as to when or in what circumstances this does or does not occur. Once again, only the organization may interpret its own rules. In the long run, it would seem advisable to amend the bylaws to provide a great deal more clarity regarding these issues. Finally, I would note that the action of the Immediate Past President submitting his resignation was fairly meaningless, since the President would become the new Immediate Past President upon leaving office, whether the current IPP liked it or not.

Who appoints the nominating committee?

So far as RONR is concerned, members have a right to review the minutes, reports of officers and committees (some of which may be in the nature of “financial records,” such as the reports of the Treasurer), and the society’s rules. RONR does not grant members a general right to review the society’s financial records, but your society’s rules or applicable law may provide otherwise.

Since you insist that the nature of the committee’s duties complicates this matter, suppose that the board instead attempts to create a committee which is tasked with more “parliamentary” duties, such as making recommendations regarding a particular subject. May the board still appoint such a committee to serve for the full term of the board and provide recommendations on all matters relating to the committee’s area of expertise for that duration, notwithstanding that RONR provides that an ad hoc committee is appointed for a particular task?

Yes, I quite agree, which is why it is critical to determine whether the committee in question is in the nature of a standing committee. If so, then the board acted improperly. In this context, I think “take action” is not limited to action “in the parliamentary sense.” So it is in the nature of a standing committee committee and the board therefore cannot appoint it, but the board can get around this prohibition by just calling it an ad hoc committee? I do not agree that this is a misuse of the word committee. I see nothing wrong with an organization appointing a committee for throwing a party or maintaining a kitchen. If it’s a one-time thing, it’s an ad hoc committee. If it’s a continuing thing, it’s a standing committee.

If all that is said on this subject is “the assembly has the exclusive right to suspend/expel a member of the organization with a majority vote at any regular or special meeting,” that would not appear to include a specific right for the accused to be notified of such action or to speak in his defense. Generally speaking, regular meetings require notice if they are scheduled by resolution, but they do not require notice (unless the bylaws provide otherwise) if the date and time are established by rule. Special meetings always require notice, and such a notice must include the items of business to be considered. If the accused is present, he would have the same right to speak in debate on the motion to suspend or expel him as other members.

“Ordinary committees are of two types—standing committees (which have a continuing existence) and special committees (which go out of existence as soon as they have completed a specified task).” (RONR, 11th ed., pg. 490) ”Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them.” (RONR, 11th ed., pg. 490) “A special (select, or ad hoc) committee is a committee appointed, as the need arises, to carry out a specified task, at the completion of which—that is, on presentation of its final report to the assembly—it automatically ceases to exist.” (RONR, 11th ed., pg. 492) We are told that the committee was appointed to “to monitor the kitchen in order to maintain an adequate inventory of supplies and equipment, keep the kitchen in an orderly and sanitary condition (among other duties)“ and that the kitchen is open at every monthly meeting. These facts would suggest to me that this is in the nature of a standing committee, although it is possible that there are additional facts in the motion which may change things.

Well, the question in the topic’s title was whether an endorsement requires a signature, so presumably the members who are proposing this change have some other method in mind for such endorsements to be indicated.

I am inclined to agree that it may not be necessary to establish a committee for this purpose, since it appears that no deliberation, decisions, or recommendations may be necessary. Would you agree, however, that if this group is established as a committee, it is in the nature of a standing committee?

If there is any disagreement on this point, it would seem the membership may resolve it by amending the motion it adopted, or by adopting some other motion to give the board instructions in this matter. No, I do not think that is required.

No. Although the board happens to be correct in this matter (except that technically only the business conducted is null and void, not the meeting itself), the fact remains that only the membership has the authority to decide this issue. As my colleagues have noted, the quorum requirement may not be suspended. Any action taken in the absence of a quorum is null and void. Well, the society and the board certainly are in a pickle regarding this. I would think that the best solution is to call a special meeting to be held immediately prior to the newly (and improperly) created regular meeting, for the purpose of determining the validity of the business conducted at the previous special meeting (and other items of business, if desired). That seems to sufficiently cover the board members’ rears either way. In this case, we are dealing with a motion which not only requires a higher voting thereshold but also (most likely) requires previous notice. I am inclined to think that, in such cases, the preferable option is to provide notice again and make the motion anew, rather than ratifying the previous action, even if it may be in order to ratify the motion (and I am not certain that it would be). Since the society seems to have quorum problems anyway, it also seems prudent as a practical matter to always provide as much notice as possible.

An alternative in the interim would be to adopt RONR by the same vote as a special rule of order. This requires a 2/3 vote with notice or a vote of a majority of the entire membership without notice. Perhaps that will be more palatable to the assembly You can appeal to a custom, but it doesn’t hold as much weight as a written rule adopted by the organization. As you say, there may be debate on what exactly the custom is, and even if the assembly agrees on what the custom is, the assembly may nonetheless choose not to follow the custom in a particular case. I suppose the “specific vs. general rule” used for interpretation of written rules might also apply in interpreting custom. So I’d say that the assembly should generally follow RONR... however, self-nominations are prohibited (unless the assembly decides otherwise). “In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, the established custom should be adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise.” (RONR, 11th ed., pg. 19) ”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) ”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. Most assemblies operate subject to one or more classes of written rules, however, that the particular body—or, sometimes, a higher authority under which it is constituted—has formally adopted.” (RONR, 11th ed., pg. 3)