Josh Martin

Yes. While the chair should not vote except when her vote would make a difference, the chair (if a member) ultimately has the right to vote.

An election procedure might include a combination of rules of order and standing rules. I agree that the rule in this instance is a rule of order. But if this organization’s bylaws say it’s a standing rule, then it’s a standing rule, at least as the term is used in the organization. It may well be that the document referred to as the standing rules includes a combination of standing rules and rules of order. I assume that the document itself specifies the requirements for its amendment, and those rules will take precedence over RONR.

Well, that is beyond the scope of this forum. As noted above, it does go against Robert’s Rules to force you to continue to serve. RONR is not used just as a guideline. It is binding upon assemblies which have adopted it as their parliamentary authority. I do not know whether the rules have been challenged in court (probably, since just about everything gets challenged in court), but in any event, such questions are beyond the scope of this forum. If you are seeking legal advice, you need to talk to a lawyer. Yes, and the proper course of action in such a case is for the board (or the membership, depending on the circumstances) to act to accept the resignation. Normally, this isn’t a big deal. The chair asks if there is any objection to accepting the resignation, no one objects, and everyone moves on with their lives. There are a number of unusual circumstances which may arise in regard to this. Most commonly, the members wish to deny the resignation in order to take disciplinary action instead (which they are within their rights to do) or to express their wish for the member to continue in his position (and if the member still indicates it is his wish to resign, the resignation is then accepted). We also had one particularly unusual case on this forum in which the organization wished to deny the resignation (with the understanding that the officer would not actually be required to perform the duties of the office) due to the fact that some rules of the organization in regard to how vacancies are filled depended on when exactly the vacancy occurred. This is a new one to me, in which the organization somehow proposes to actually force you to continue to perform your duties. Frankly, I recommend simply telling them “no,” and see what happens next. It was correct to deem that the meeting was invalid. Since the resignations have not yet been accepted, you and the other board members are still members of the board, and still have a right to be informed of and attend board meetings. If not all members are informed of a special meeting, the meeting is not properly called and is invalid. Generally speaking, minutes should still be kept even when something improper happens, but I suppose in this case it may well have been correct to strike the minutes, since minutes are only taken of meetings and this was not a meeting. As to this letter demanding the removal of the four board members, check your rules regarding removal or, if there are none, see FAQ #20. Well, I do not think that I am speaking strictly of an obligation of honor, although it is certainly correct that I am not speaking of legal obligations. As I understand the rules on this subject, someone who has accepted an office is, as a parliamentary matter, obliged to perform the duties of that office. If he then submits a resignation, he is expected to continue to perform the duties of that office until the resignation is accepted or, as an alternative, until there has been a reasonable opportunity for it to be accepted. I assume the latter part of that is to avoid situations exactly like this one. The text does not permit the officer to immediately relieve himself of the duties of office, as this could cause substantial harm to the society. Based on these rules, it seems to me that if an officer abandoned his duties prior to his resignation being accepted (or at least there being a reasonable opportunity for the resignation to be accepted), it would be proper to discipline the member in question. On the other hand, if the officer faithfully performs his duties up until his resignation is accepted (or at least until there has been a reasonable opportunity for the resignation to be accepted) then I do not think it would be proper to discipline the member for failing to perform the duties of office after that point. Based on the facts presented, it is not clear to me how much time has passed since the resignation was submitted or whether the board is the proper body to accept the resignation, so I cannot definitively answer whether there has been a reasonable opportunity for the resignation to be accepted in this instance.

There is in the specific case of the President (presumably because Presidents are the most likely to be granted such authority and/or to incorrectly assume that they have such authority) and, in my opinion, that citation applies to other officers as well. “All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it.” (RONR, 11th ed., pg. 456)

As I understand the facts, this person is not properly a member of the society since his application was not approved by the membership, which is required by your rules. He will need to be approved by the membership in order to be a member of the society. So far as RONR is concerned, an installation is purely ceremonial, and it would seem to me that the fact that the member was (improperly) installed has no bearing on whether he is a member of the society.

What was the outcome of the vote? Additionally, is this regarding the vote by the board to “approve” the nominees or the actual election by the general membership? Has the actual election happened yet? I am in complete agreement with the previous responses that the board acted improperly. The answers to these questions, however, may help determine what (if anything) should be done about it now.

I think what he is getting at is that members will always have their smartphone on them, but most people do not carry a copy of RONR or RONR In Brief at all times.

For the director at large positions, this seems reasonable. I’m not sure that principle would apply to the situation with the Secretary and Treasurer (although I’m not yet clear on what exactly that situation is).

I do not see any facts presented which would suggest that this is the sort of organization such rules would apply to. Additionally, while it is appropriate to generally suggest that a poster should check the open meeting laws or “sunshine laws” of his state, discussing what the laws of a particular state requires is certainly beyond the scope of this forum.

It’s not true, which would explain why you can’t find it. Unless the motion itself or your rules provide otherwise, adopted motions remain in effect indefinitely.

It is correct that the resignation must be accepted in order to be final, but the society obviously cannot force you to continue performing the duties of Treasurer against your will. The primary purpose of rejecting a resignation is if it is intended to remove the officer through disciplinary procedures instead. After there has been a reasonable opportunity for the resignation to be accepted, you are no longer obligated to perform the duties of office. “The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted.” (RONR, 11th ed., pg. 291) Based on the sentence cited above, I‘m not sure about this claim that the officer may be required to serve out his term. It also may be the case that the board is empowered to fill vacancies, which would also mean that the board may accept resignations. That is, the board’s claim that the general membership must act on the resignation may not be accurate. Additionally, it looks like the OP wrote two letters - one for his resignation and one demanding the removal of other board members. It seems possible that only the second letter was thrown out.

This could be dealt with in a single motion. The motion to suspend the rules and remove the Chair from presiding for the duration of the meeting may also specify who will preside instead.

It is a fundamental principle of parliamentary law that the assembly can only act during a regular or properly called meeting. This rule cannot be suspended. Additionally, since the assembly can only act during a regular or properly called meeting, the assembly cannot take any action outside of such a meeting - since, in fact, the assembly does not exist outside of such meetings. To argue against this view seems to require one or more of the following to be correct, and I do not think any of them are correct: That, if all members are present, the meeting is now considered to be “properly called,” notwithstanding that the meeting was not properly called at the time it was called. That sending the notice the required amount of time in advance, despite being a rule relating to the manner in which the meeting is called, is not part of what makes the meeting “properly called,” and therefore, that this rule is only a rule protecting absentees (and not an FPPL). That RONR doesn’t really mean what it says on this subject, and actually an assembly can take action at any time when all members are physically present in the same room or area, never mind all that nonsense about “regular or properly called” meetings. That the members of an assembly (if they are all present) may somehow suspend the rules to transform into a properly called meeting, notwithstanding that they are not acting as the assembly at that time. Yes, I suppose this is a purely metaphysical question so long as there are no applicable laws on this subject and the assembly is absolutely certain that no one who is a member of the assembly now or will be a member of the assembly in the future will ever disagree with this view. If I am in fact correct that the assembly may only take action during a regular or properly called meeting, then a Point of Order regarding this fact may be raised at any time during the continuance of the breach, so the fact that no one is complaining now shouldn’t make the members feel that safe. It is both necessary and advisable to adopt the motion anew, and to ratify any actions taken by officers or the board pursuant to the motion, at a regular or properly called meeting so that there is no question on the subject. No. This is not a regular or properly called meeting. It is both necessary and advisable to adopt the motion anew, and to ratify any actions taken by officers or the board pursuant to the motion, at a regular or properly called meeting so that there is no question on the subject. How do you reconcile this with the unsuspendable fundamental principle of parliamentary law that action may only be taken during a regular or properly called meeting?

That is for the society to decide. It does not appear to apply in this situation (yet) because the actions in question occurred outside of a meeting, although it is certainly possible that problems will arise when the board challenges the President on this issue. But yes, a board may utilize the procedure noted above. Only the society could remove the President from office, but the board could remove him from the chair for a particular meeting.

If the bylaws require previous notice for their amendment, and such notice is insufficient or lacking, but the action is taken at a regular or properly called meeting with all members present, the bylaws are properly amended. As noted above, a rule requiring previous notice protects absentees. Such rules may not be suspended if any member is absent, but they may be suspended if no member is absent, since in that instance there are no absentees to protect. In my opinion, this answer still applies if the action occurs at a properly called special meeting, but where this particular item if business is not included in the call. If the action occurs outside of a regular or properly called meeting, however, the action is not valid. This is beside the point. In my view, if the notice required in the bylaws for a special meeting is not provided, it is not a properly called meeting. As a consequence, no business may be conducted. EDIT: Changed the words “present” to “absent” in one sentence.

If the membership of the association only meets annually, they should indeed authorize the board or a committee appointed for that purpose to approve the minutes, because it is difficult to remember what happened a year ago. In any event, it is permissible to make the minutes available to all homeowners prior to approval, but if this is done, they should be clearly marked as a draft.

RONR provides the following: That a special meeting may only be called as authorized by the bylaws (there’s the exception for formal disciplinary procedures, but that does not seem relevant here). If the bylaws require five days notice of a special meeting, and less than five days notice is provided, then the meeting has not been called “as authorized by the bylaws.” That the bylaws are to contain, with regard to special meetings, who may call them and how much notice is required. The manner in which these are presented suggests they are both equally important aspects of the call. RONR refers on several occasions to the notice of the meeting as the “call” of the meeting. This suggests to me that such notice, sent in compliance with the rules in the bylaws, is an integral part of properly calling a special meeting.

All three positions will need to be voted on again. Since you speak of candidates being listed specifically for one of the positions, I am also not certain this election was handled correctly. I am confused as to what exactly happened here. Were these votes counted, but not reported? If so, then the results should be reported as soon as possible. Were these votes never counted? If so, then if the ballots were securely preserved, then they should be counted. If these votes were not counted and the ballots were improperly destroyed, then I suppose it will be necessary to vote again. In any event, never appoint these people as tellers again. Your organization will have to resolve that mess for itself. RONR strongly advises against this procedure for reasons exactly like this.

Assuming this is correct (and the next sentence leaves some doubt in my mind), the answer to your original question is yes, although such a strategy seems overly complicated. It would be simpler to just amend the bylaws to provide that the Executive Board elects its own members, and then they can just re-elect themselves. Please clarify what you mean by this.

Do your bylaws grant the Executive Board the authority to amend the bylaws at all? Generally, such authority is reserved for the general membership.

Actually, my understanding is that if a special meeting is improperly called, the “meeting” and the business conducted is null and void no matter what (unless, of course, some rule in the organization’s bylaws or applicable law provides otherwise). This does not have anything to do with absentees in this case, but is based on the fact that an assembly may only take action during a regular or properly called meeting. Of course, if the entire membership of the assembly supports the proposed action, ratifying any actions the officers take in regard to this matter at the next regular or properly called meeting should be easy to do. If the meeting is properly called, but some business which was not included in the call is conducted, then I agree that the business is valid if all members are present and no member objects. The rule you cite notes that this rule may not be suspended if any member is absent, which suggests that it can be suspended if no member is absent. If a rule may be suspended, violating that rule does not constitute a continuing breach.

1. The board (or a committee) is not automatically authorized to approve the minutes. The assembly may authorize the board (or a committee) to do so in a particular case by a motion, or in all cases by adopting a special rule of order. 2. I agree that authorizing the board to approve the minutes in this instance is not an improvement. A committee appointed for this purpose is preferable. It would be a subset of the members present. I do not think this needs to be burdensome at all. In most assemblies of this nature, the Chairman appoints such a committee near the beginning of the meeting. It could be done in this manner: ”If there is no objection, the Chairman appoints Mr. A, Mrs. B, and Mrs. C as the minutes approval committee.” See, not that hard. 3. In my view, what is said on that page is not at all intended to undermine RONR’s advice that the board or a committee appointed for the purpose should be authorized to approve the minutes when there is more than a quarterly interval between meetings or a periodic change in membership. It is certainly the case that members have the right to vote. It is also desirable, however, to ensure to some extent that the members who are approving the minutes generally overlaps with those who were present at the time and that the minutes are approved in a timely manner, to ensure that the minutes are, in fact, an accurate record of the meeting. The former, and in addition, to approve the minutes in a timely manner, so people can still remember what happened. Since your meetings are six months apart, RONR would recommend this process even if there was no change in membership. Well, they would be if authorized to do so, but in this case the board seems like a poor choice for that role.

I’ll first assume there are no contracts involved. If there are contracts involved, any contractual issues are beyond the scope of this forum. The parliamentarian serves at the pleasure of the chair unless your rules provide otherwise. Additionally, in my opinion, even if your rules do provide otherwise, I would suggest that the parliamentarian should resign if requested to do so by the chair. The parliamentarian’s primary role is to advise the chair. As a result, it is critical that the chairman be permitted to select someone he has confidence in. I also wonder if this “interim chair” business is specified in your bylaws.

Yes, this is the correct rule to reference in regard to whether members may vote on corrections for minutes of meetings they did not attend. The member in question is free to personally abstain from voting on corrections to the minutes if he wishes. The member also appears to be under the impression that there is a final vote on the approval of the minutes, which is not correct. After any corrections are handled, the chair declares the minutes approved. With that said, however, I think the member’s concerns are still valid. The member is absolutely correct that the purpose of approving the minutes is to verify that they are an accurate record of what occurred at the meeting in question. As a result, it is very helpful if a.) some of the members who are approving the minutes were present at the meeting in question and b.) said members can actually remember what happened. As a result, RONR suggests that if the meetings are more than a quarterly interval apart or there has been a periodic change in membership, the board, or a committee appointed for this purpose, should be authorized to approve the minutes. It seems to me that both circumstances apply in this case. Since it seems this was not done at the last meeting, you’ll have to make do in this case, but it’s good advice to keep in mind for the future. Corrections would be made to the minutes for two main reasons: a.) Some aspect of the minutes inaccurately records what occurred at the meeting. For instance, perhaps a vote count, or the wording of a motion, was not correctly recorded. b.) Some aspect of the minutes is not in accordance with the rules for taking minutes. For instance, perhaps the minutes include the discussion on a motion, rather than simply the text of the motion itself. It will be somewhat more difficult for members who were not present at the meeting in question to make corrections regarding the accuracy of the minutes, but it is not inconceivable. If the minutes suggest that the absent member made a motion at the meeting in question, for instance, the member will presumably know this is not correct. The fact that the member was absent at the meeting in question should not have much effect on his ability to offer a correction on the basis of complying with the rules pertaining to minutes. If the minutes record the words a member said in debate, for instance, it is not necessary for the member to know whether those words are accurately recorded to know that they should not be included in the minutes. If the wording of the motion in the minutes is in error (that is, it does not accurately reflect the wording used by the chair when he put the question), that error should be corrected. If all you are trying to say is that changing the minutes is not the appropriate tool to use simply because the assembly does not approve of the motion, then I agree. In that event, it is the motion which needs to be rescinded or amended. The minutes should still accurately record the motion as it was adopted at that meeting. More precisely, it depends on why there has been a turnover in membership. If individual members have joined or left the assembly, that has no effect on the approval of the minutes. If there has been a periodic change in the membership (such as would happen in an elected board), however, the situation should be handled the same as if the next meeting were more than a quarterly interval away. The OP stated that “January of 2018 produces new officers and new members of a particular assembly of the society.” This sounds like a “periodic change in membership” to me.

I agree with this, and I suggested as much back in 2010. What I am suggesting now is that, if the decision is made at a time when no quorum is present, it is not really the case that the assembly has legitimately decided the issue. One of the characteristics of a deliberative assembly is that “If any members are absent—as is usually the case in any formally organized assembly such as a legislative body or the assembly of an ordinary society—the members present at a regular or properly called meeting act for the entire membership, subject only to such limitations as may be established by the body's governing rules (see "quorum of members," however, p. 21; also 40).” (RONR, 11th ed., pg. 2) It seems to me that, when a quorum is not present, the assembly is not acting for the entire membership, but is instead merely acting for those present. Most of the actions that may be taken in the absence of a quorum are consistent with this principle - taking a recess, adjourning the meeting, taking actions to obtain a quorum, or taking actions relating to the conduct of the meeting all relate only to the members present, not to the entire membership of the assembly. The only case in which it seems that an inquorate meeting is truly acting for the entire membership is when it schedules an adjourned meeting, and this seems to be a particular exception in parliamentary law based upon the simple fact that this is the most convenient manner to schedule another meeting in such circumstances. It would seem to me, therefore, that the members present are free to determine for their own purposes whether a quorum is present (or whether a quorum was present at an earlier time in the meeting), but such a decision is not binding upon the assembly itself, acting within a properly called meeting with a quorum present. Therefore, if the members at an inquorate meeting erroneously decide that a quorum is present, the assembly is free to correct this error.