Josh Martin

Yes, I think so, although the chair should perhaps clarify that, under your rules, a 2/3 vote to consider the motion will be necessary.

“Votes can be cast for any person who is eligible for election, even if he has not been nominated.” (RONR, 11th ed., pg. 439) Do your bylaws require submission of a resume in order to be eligible for office, or is this merely a custom?

There is no such thing as “non-voting members” in RONR. If your organization has created such members in its bylaws, your organization will have to interpret its own rules on this subject. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. For starters, it must be understood that under the small board rules (which are generally used in boards with not more than about a dozen members present), seconds are not required in any event. See RONR, 11th ed., pgs. 487-488. If your board is not using the small board rules, a second would not be required if the committee chair is making a motion on behalf of a committee. If he is simply making a motion on his own, a second would be required. See RONR, 11th ed., pgs. 36, 507. Is the person making the motion himself a member of the committee? If so, no second is required. If not, a second is required. See RONR, 11th ed., pgs. 36, 507. Another case in which a second would be required is if the committee consists of only one person, but that does not appear to be the case here.

A member could make a motion that several proposed amendments be adopted in gross. The assembly may divide the question.to instead consider the amendments separately. If the amendments are on related subjects, dividing them requires a majority vote. If they are not related, a single member may demand division. Cutting off discussion requires a 2/3 vote.

The situation presented in this thread, however, specifically involved a case in which all members were present and no members objected.

What do your bylaws say regarding the qualifications and process for becoming a member?

No, RONR has nothing to say about the contents of a ballot. Based on this, it seems fairly clear that sufficient notice was not provided in the current situation and, as a result, the vote is null and void. Sure it does. It says that the proposed amendments shall be distributed to the membership at least 30 days prior to the meeting or scheduled vote. RONR has rules for how much notice is required if the bylaws are silent on their amendment, but your bylaws are not silent on this subject. No, this has no application to your situation. The motion itself (to dissolve) does not conflict with the bylaws. Instead, it was the process that conflicts - the fact that proper notice was not provided. The equivalent statement of this rule in the 11th edition clarifies that this rule pertains only to main motions, although that distinction does not matter here. The applicable citation in the 4th edition is in the same section, but is a bit further on: ”Rules that protect absentees cannot be suspended informally by general consent, or formally by a unanimous vote, as the absentees have not given their consent. For instance, a rule requiring the giving of a specified notice of certain motions, as an amendment of the by-laws, cannot be suspended by general consent or by a unanimous vote.” The same rule can be found on pgs. 263-264 of the 11th edition. Where do you get the idea that ballots must be distributed immediately upon the board receiving such a request? The rule appears to refer to 30 days notice of the amendments being provided. What your bylaws provide is that “After approval by a majority of the Board or by written request of ten percent (10%) of the membership, proposed amendments shall be distributed to the membership at least thirty (30) days prior to the meeting or scheduled vote.” This doesn’t appear to match what happened. I do not think they have any parliamentary argument to “get the ballot back in,” and there does not seem to be any point in doing so. The members should simply send a petition in writing to the board, as your bylaws require, at which point your board can provide the required notice. There will then be no question as to whether the ballot is valid. The purpose of this forum is to discuss the proper application of the rules contained within Robert’s Rules of Order Newly Revised, not to discuss the personal opinions of this forum’s members regarding whether the wording on a ballot “is totally biased toward getting a yes vote.” Additionally, I would note that the fact that the ballot is or is not “totally biased” has no effect on the validity of the vote. This is not to say that a ballot which is “totally biased” should be used, but if this nevertheless occurs, this fact alone is not sufficient to invalidate the ballot. So the answer to this question is irrelevant. Yes. I would also note that it still has not been clarified whether the organization’s bylaws actually authorize voting by mail or email.

Your bylaws should contain the rules for amending your bylaws, including the requirement for notice. If the notice requirement was not complied with, then yes, the motion is out of order and null and void. Well, you’re referencing a very old edition of Robert’s Rules of Order, but it is still correct that rules which protect absentees (such as rules requiring previous notice) cannot be suspended, and violating such a rule constitutes a continuing breach. Any questions regarding Missouri law are beyond the scope of this forum and should be addressed to a lawyer. I haven’t seen the wording, but since whether wording on a ballot is “biased” is not a question RONR addresses anyway, that is probably just as well. What exactly is the “everything else” you are referring to here? If you are asking about the legal challenge which may be forthcoming, you need to consult a lawyer.

A majority vote is sufficient.

I would suggest that, in this situation, it would be desirable to authorize the board or a committee to approve the minutes. If it has already been a year, it seems highly undesirable to wait another year before approving the minutes. Of course, it seems unlikely that the assembly did this, so I suppose they will really have to test their memories next year.

I would note that a potential complication here is that the rule limiting officers to four terms of two years says “with the exception of the AKC delegate.” These words may imply that there are no other exceptions to the rule. I nonetheless agree that this is a reasonable interpretation and is, of course, not the only possible interpretation.

Previous notice must be given of an election to fill a vacancy. Such notice may be given orally at the previous meeting or included in the call of the meeting. Such notice does not need to include suggested candidates. A rule which prescribes the notice required for regular elections would not apply to filling vacancies, in my opinion.

Based on these additional facts, I do not think that the board may reopen nominations after all, since the board is not the body which makes nominations in the first place. I do not see anything in this rule which would prohibit write-in votes, however, so the proper course of action for members who oppose the sole nominee would be to move that the vote be taken by ballot and, if this motion is adopted, to write-in the candidate of their choice. If the board has the power to elect its own members, it ultimately has the power to elect someone else. So the board could indeed prevent you from being elected. There is no nonsense involved. If it is intended that the board may only elect persons who have been nominated by the community, this must be explicitly stated. I do not agree that nominations from the floor are in order in this instance. We are told that nominations are made by the community, but the election occurs at the board meeting. The facts provided, however, suggest that there is a general membership. Yes, and this is RONR’s position on this matter as well. RONR provides that, unless the bylaws require a ballot vote (or the assembly orders one), the chair should simply declare the sole nominee for a position to be elected. This organization’s bylaws, however, provide that a vote is required, but does not specify a ballot vote. In these circumstances, my interpretation of the rules in RONR on this subject would be that a ballot vote is strongly recommended, but if the assembly opts not to use a ballot vote, a vote must nonetheless be taken. When a voice vote is used for an election, the procedure is indeed to vote yes or no on each of the nominees in sequence. It would also seem to me, however, that the rules could be suspended to avoid the requirement of a vote. In the long run, it would be sensible for the organization to amend its bylaws to either specifically require a ballot vote (with an exception for a sole nominee, if desired), or to remove this rule and simply follow RONR’s guidance on this subject.

Okay, so these additional facts suggest that all of the amounts at issue are amounts that members are expected to pay for the chapter. That certainly simplifies matters. I am still inclined to agree with my colleagues that, based upon the facts presented, it is not in order to simply exempt the Treasurer from the district dues (at least not without amending the bylaws), but I think there are ways around this.

It depends on how the vote is taken. If a voice vote is taken, it is a “yes” or “no” vote. If a ballot vote is taken, then members would vote for a person. They could vote for the nominee or write-in another name. If a voice vote is taken, a majority in the affirmative is required. If a ballot vote is taken, then the nominee must receive a majority of the non-blank ballots to be elected. In the end, the assembly must elect someone. If members do not want to elect this person, they should move to reopen nominations. Additionally, since your bylaws merely state that “there will be a vote” and do not require a ballot vote specifically, the rules could be suspended to avoid the vote. I would advise that the chair state that “If there is no objection, the rules shall be suspended and Mr. X shall be declared elected by acclamation.” No. Abstentions are not included in determining the result.

Your organization will need to interpret this conflict for itself. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation. In the long run, the bylaws should be amended to remove the ambiguity.

I think I am inclined to agree with J.J. that if there are any facts which would prevent a prolonged argument, we may as well obtain those facts first.

He certainly should not be referred to as chairman during a meeting, as this is likely to lead to confusion. Outside of a meeting, it seems to me that this up to the customs and preferences of your organization.

No.

I agree, but would the slight caveat that the resignations must be accepted before they are effective (it is not clear that this has yet been done).

Dave, could you clarify whether there was any actual business conducted at this meeting? That is, did the board make any actual decisions, or was there simply “informal discussion” on issues? Mr. Brown, minority opinions are most helpful if they address all parts of the issue at hand. As was explained several times in the previous thread, business may only be conducted at a regular or properly called meeting. This is a fundamental principle of parliamentary law, which is a separate category of continuing breach than violations of rules protecting absentees, so the fact that there are no absentees is no defense. We heard some of J.J.’s logic in regards to this issue, but I don’t believe we ever heard your arguments on this point.

I will first note that I would probably rule this amendment out of order as not being germane to the main motion, but I’ll look past that since these are presumably hypothetical examples. No.The assembly has already decided that question. Yes. Exactly how it may (or may not) be amended depends on the exact manner in which the motion was amended. The key point is that no motion is in order which presents substantially the same question as one which has already been decided. It is certainly not in order to make an amendment which has the effect of reversing the amendment which was just adopted. Yes, by means of a motion to Reconsider, which must be made by a member who voted on the prevailing side. In this case, that would be someone who voted for the amendment. If the motion to Reconsider is adopted, the assembly will then consider the amendment again, in the same position as the motion was before it was adopted.

RONR uses the term “executive session,” not “in camera,” but yes, based upon the facts presented, this does not appear to have been a proper meeting of the board (in executive session or otherwise). For future reference, please post a new question as a new thread, even if there is an existing thread on a similar subject.

Suppose instead that the society adopted a motion to write a check to the Treasurer for exactly the amount of the district dues, and the Treasurer then proceeds to pay said dues. Would that work?

I do not think that the chairman of the committee is empowered to enforce the society’s instructions in the same manner as the chairman of a convention, for these reasons: The rule in question refers specifically to a convention. A convention is the highest body of the society’s parent organization and therefore has the authority to enforce such rules (or in this case, the chairman is empowered to enforce them on the convention’s behalf). It is not clear that the relationship between the society and the committee is of a similar nature, and therefore, it is not clear that the committee or its chairman has the authority to enforce such instructions on the society’s members. There is certainly no doubt that the society is empowered to instruct persons who are appointed to represent the society on a committee, but I do not see any manner of enforcing these instructions other than disciplining those who fail to follow them. I would note that since it appears the committee has not yet met, then I think it would be perfectly in order to replace this person prior to the committee meeting, if the society will meet in time to do so. The trustee in question has already indicated that he intends to disregard the society’s instructions.