Josh Martin

Yes, the society could adopt such a rule if it wishes. This would also be in order.

Yes, that is correct (if the substitute is adopted). “If the motion to substitute has been adopted, the resolution now pending is in the position of a paragraph that has been inserted, and it can no longer be amended except by adding nonmodifying matter.” (RONR, 11th ed., pg. 161) As a result, if a motion to adopt Budget A and a motion to amend by substituting Budget B are made, a member who wishes to consider Budget C should speak in debate and urge members to defeat the motion to substitute, and that he will offer a motion to substitute Budget C if this occurs.

No, that would not be appropriate in this instance. Filling blanks is used when it is desired to consider a particular specification in a motion, such as a name, place, or amount of money. The procedure of filling blanks could be used if there is a dispute over the amount for a particular line item in the proposed budget, but voting on three different budgets by the procedure of filling blanks is not in order. I disagree that the procedure of filling blanks could be used in this instance, regardless of the matter of voting (although I suppose that a special rule could allow it). The procedure described is problematic. If the motion to substitute Budget B is adopted, further amendments are not in order except by adding nonmodifying matter. As a result, if it was desired in this instance to then consider Budget C as a substitute, it would be necessary to Reconsider the vote on the motion to substitute Budget B. Additionally, I see no reason to suggest or guess at how the process will play out. The process will begin by a member offering a motion to adopt a budget (presumably, to adopt one of the three budgets which have been proposed). Amendments to that motion are then in order. How exactly the process plays out from there is up to the assembly.

A member should make a motion to adopt one of the proposed budgets. Amendments to that motion are then in order. You are not structuring a vote between choices A, B, or C. You are structuring a process for the assembly to decide on a budget. The assembly might end up choosing to adopt one of these budgets as is, to adopt one of these budgets with slight modifications, to adopt a completely different budget, or even (unless your rules require a budget) to adopt no budget at all.

As previously noted, the general membership has the authority to overturn the board’s decision in this matter unless the board has exclusive authority to accept members. Assuming the membership has the authority to accept the members, any member may make or second the motion to do so.

Anonymous voting is absolutely permissible in elections and is recommended. Absentee voting, however, is not permissible (anonymously or otherwise), unless authorized by your bylaws.

No, the member has no right to “addend” minutes. The addendum (which it seems to me is, in fact, a form of amendment) would only be included if the board agrees to it, and the board should not do so. The minutes are a record of what was done at the meeting. They certainly should not include a statement made some time after the meeting. Additionally, a Point of Order may only be raised during a meeting. If and when the member does so, the Point of Order, the chair’s ruling on the point and his reasoning, and any subsequent appeal, will be included in the minutes of the meeting where the Point of Order is raised. Since it is not clear why the board member believes that the committee meeting was inappropriate, or what the relationship is between this committee and the board, I cannot say whether the point should be ruled well taken, whether the point is timely, or whether the board is even the proper body to decide this question.

I do not think a motion to rescind would be appropriate in this instance. As I understand the facts, there is, and has been for some time, a service availability charge. This is a policy with continuing effect. The board adopted a motion to change the service availability charge. That motion is, itself, a motion to Amend Something Previously Adopted. The proper procedure is not to rescind or amend the board’s motion to change the service availability charge, but to amend the service availability charge itself. Rescinding the service availability charge would have the effect that there is no such charge, which does not appear to be your goal. Based on all this, it is not necessary to know what the exact wording was of the motion the board adopted to change the service availability charge. Instead, you should make a motion to change the service availability charge from its current amount to whatever amount you feel is appropriate (presumably, either the previous amount or some amount in between the previous amount and the current amount). Such a motion is in the nature of a motion to Amend Something Previously Adopted. It should be noted that (unless your rules or applicable law provide otherwise), such a motion requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice for adoption. I also concur with Dr. Stackpole that it would be prudent to check applicable law to determine whether it is in fact correct that the board has the authority to set this charge, and that the membership has the authority to countermand the board’s decision in this matter. The above response assumes this to be correct.

It would be a motion to amend something previously adopted.

Business may only be transacted at a regular or properly called meeting. This clearly was not a regular meeting. In order for a meeting to be properly called, they must be authorized in the bylaws and any requirements in the bylaws, such as how much notice is required and who is to call the meeting, must be followed. Most importantly, notice of such a meeting must be sent to all members of the assembly. Business which is transacted outside of a meeting is null and void. The line is conducting business - that is, making decisions. People can get together and talk all they want, but when they purport to make a decision in the name of the assembly, that is where it crosses the line. Further, even in the seemingly unlikely event that the people in question constitute an assembly (such as an Executive Board) and a meeting of that assembly was properly called, the action taken would still be invalid if it conflicts with a decision by the membership.

Based on what? This is not a correct statement so far as the rules of RONR are concerned. See FAQ #1. Do your bylaws contain such a rule? So far as RONR is concerned, no one may vote by using another member’s proxy. See FAQ #10.

It appears that the intention was to indicate that the changes were more extensive than with other new editions. The text refers to the 4th and 7th editions as “complete” or “general” revisions. See RONR, 11th ed., pgs. xlv-xlviii.

Based upon the information provided, it appears that the Study Guide is in error (or perhaps the second answer is worded in a misleading manner - when it says “members present at the time,” it is not entirely clear what time it is referring to). All members who are present when a motion is adopted by unanimous consent are eligible to move to reconsider, as all of them are considered to have voted on the prevailing side.

I concur with Mr. Novosielski that the meeting that was scheduled should simply be treated as an adjourned meeting. As noted, an inquorate meeting has the authority to schedule an adjourned meeting.

Agreed, and I would suggest that even if the bylaws authorize the Executive Board to conduct business by e-mail, such exchanges are not really “meetings” in the parliamentary sense. “A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also pp. 97–99).” (RONR, 11th ed., pg. 1, footnote) “It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, "chat rooms," or fax)—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law.” (RONR, 11th ed., pg. 98)

If you carefully read the quote, you will see that it is quite clear that the text is not intended to supersede anyone’s bylaws (and certainly cannot do so). The part you have bolded suggests that if an organization specifies that the 6th edition (for instance), is the organization’s parliamentary authority, then that edition is the organization’s parliamentary authority. The current authorship team, however, is of the opinion that the organization should amend the bylaws to instead prescribe the current edition of RONR. Of course, nothing is forcing the organization to do so. The rest of the quote provides that, if no specific edition is specified, then it is intended that the current edition shall automatically become the organization’s parliamentary authority. It is, as always, up to the organization to interpret its own bylaws. So if the organization does in fact interpret the use of the phrase “Robert’s Rules of Order Revised” to refer only to an edition with that exact title, and to exclude all later editions that have been dubbed “Newly Revised,” the organization is of course free to do so. I concur with Mr. Honemann, however, that this is probably not what was intended. Indeed, since we are told that the bylaws were written before 1970, it seems especially likely that the drafters simply used the title “Robert’s Rules of Order Revised” because that was the title of the most recent edition of Robert’s Rules of Order at that time. It seems highly unlikely that the authors intended that “We’ll update to the new edition unless they add a new word to the title, because that’s just crazy.” Well, for starters, I don’t know that saying that later editions of one parliamentary authority take precedence over earlier versions of the same authority is at all the same thing as saying that one parliamentary authority is intended to replace an entirely different parliamentary authority. As to your question, it is not clear to me that this organization has, in fact, adopted a “particular version” of Robert’s.

Yes, RONR has the following to say on that subject: “As in the case of any committee, in the absence of a superior rule to the contrary a constituent society or unit can instruct its delegation, although this is not always a good practice in ordinary societies. Such instructions are binding upon the delegation to the extent that the convention's presiding officer and other officials should enforce instructions of which they have been properly and officially notified. Such instructions, for example, frequently require a delegation to take a position for or against a measure expected to come before the convention, or to vote for certain candidates.” (RONR, 11th ed., pg. 606) This leads to an even more interesting dilemma, in which one rule tells the chair not to vote and the other rule says she is to enforce the instructions, meaning that she must vote. I am inclined to think that the rule on pg. 606 is controlling in this case, but it is not entirely clear. Most conventions have the Chairman of the convention be someone other than the elected delegates to avoid dilemmas like this. For instance, the President of a state or national association will generally serve ex officio as a delegate and as chairman, and the chairman is therefore not beholden to any of the constituent units and can maintain a position of impartiality - and, at the same time, no constituent unit is deprived of full participation.

Based on the facts presented, it does not appear that the board has any role in “approving” the report of the nominating committee. As such, both candidates should be reported to the general membership.

What sort of document is this?

But you should be concerned with whether the motion itself is valid. Only an amendment to the bylaws is sufficient to change the time at when the officers take office, unless your bylaws provide otherwise. A standing rule which conflicts with your bylaws was invalid and is null and void, which makes the question of when it expires moot. If the bylaws are silent on when officers take office, they take office immediately upon election.

I agree with all of this. I can see how my earlier statement may have given the impression that the rules on this subject are mere “advice,” and this was not my intent. Yes, but if that was the only advice we gave to the OP, I expect the OP would walk away with the understanding that the chairman does not have the right to vote except when her vote would affect the result or when the vote is taken by ballot, unless a rule of order or motion to suspend the rules is adopted providing otherwise. The actual answer is more nuanced than that. I appreciate the clarification from yourself and J.J. that it is, in fact, a rule that the chairman does not vote except when her vote would affect the result or when the vote is taken by ballot, and there may indeed be consequences for the chairman to violate this rule. Nonetheless, if the chairman insists on voting in other circumstances, she may not be prevented from doing so. The situation is more complex here, as in addition to serving as chairman, the member is also an elected delegate of a constituent organization which wishes for the chairman (in her capacity as delegate) to cast a vote on an important issue where the vote is to be taken by roll call, in order that there is a record of the constituent organization’s position on this matter. (As I understand it, however, the constituent organization has not actually instructed the chairman in this matter - if it had, that would add another wrinkle.) So the Chairman may be in a position where she is in trouble with somebody regardless of what she does. The suggestion to Suspend the Rules and relieve the chairman of this dilemma is a good one, but even if such a motion fails, the Chairman still has the right to cast her vote.

To disband an organization is, in effect, to rescind the bylaws in their entirety. As such, it requires the same procedures as for amending the bylaws. If the organization is incorporated, a lawyer should also be consulted. The bylaws are in effect until the organization is disbanded. If the motion does not state an effective date, it is effective immediately. No decisions can be made after the organization is disbanded, as the organization no longer exists. Any decisions regarding the club’s assets should be made prior to that time, or specified in the motion to disband. When the fiscal year ends has nothing to do with it.

“A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings.” (RONR, 11th ed., pg. 3) A member who serves as chairman agrees not to exercise the right to vote except when his vote would affect the result or when the vote is taken by ballot. If the chairman insists on exercising his right to vote, however, he cannot be prevented from doing so, as electing a member of chairman does not actually deprive him of his rights as a member. He could be disciplined for this (up to and including removal from office), especially if it becomes a habit, as it will undermine his appearance of impartiality. Of course, but what does that have to do with the question that was asked? The rules regarding the chair’s participation are the same in a convention of delegates as in any other large assembly.

What, if anything, do your bylaws say about this procedure of the board deciding which nominations from the nominating committee shall be presented to the membership? As to the election at the membership meeting, do your bylaws prohibit nominations from the floor? Do they prohibit write-in votes?

Well, I suppose it would require a special rule of order if it was the organization’s desire to make clear that the chair is always free to vote by roll call. It seems to me, however, that while the chair should not vote unless her vote would affect the result, the chair may not actually be prevented from voting - even if the vote is taken by roll call.