Josh Martin

Were there regular mail ballots? It looks to like it was e-mail ballots and in-person ballots (an arrangement which has its own problems).

I do not think such a ruling would be correct. No. The committee is never required to adopt a report. The committee is free to simply adopt a motion to rise. “If the committee wishes to bring its proceedings to an end because it believes the matter can be better handled under the assembly's rules, or because it wishes the meeting to be adjourned, the motion to rise can be made in this form: MEMBER (obtaining the floor): I move that the committee rise. (Second.) If this motion is adopted, the committee chairman then reports: COMMITTEE CHAIRMAN: The committee of the whole has had under consideration . . . [describing the matter] and has come to no conclusion thereon.” (RONR, 11th ed., pgs. 536-537) Yes. Yes. I do not think the language on pg. 299 is intended to exclude an unstructured discussion. I think it is simply expected that doing so would be less common than it would be to permit a single member to make brief remarks. I understand the concerns about the lack of limits, and the assembly is of course free to to place whatever limits in the motion it wishes, and is also free to adopt a motion ending the discussion at any time. It was my understanding that these were extenuating circumstances. Are you saying that the assembly regularly desires to have the entire assembly discus a subject with no motion pending? How large is this assembly? Good of the Order is generally a period where members make brief remarks and is not intended to be a full-fledged discussion, although it seems your assembly may use Good of the Order differently. In any event, another tool, if you really want an unstructured discussion, would be to move to Recess. This would only require a majority vote.

1.) Only if the write-in candidate received a majority of the votes cast, or if your bylaws permit election by plurality. Otherwise, another round of voting should be held for the third position. 2.) No. As you correctly note, write-in votes are permitted unless the bylaws provide otherwise. If those responsible for designing the ballot fail to include lines for write-in votes, members are still free to write-in their vote in the available space on the ballot. 3.) A special meeting of the membership should be called for this purpose - or the issue could be resolved at the next regular meeting, if that is within a reasonable time. The board does not have the authority to resolve questions pertaining to an election by the club, unless so authorized by the club or its rules. Additionally, in the likely event that there is an incomplete election for the third position, this election should be completed as soon as possible. My only quibble is with the word “bylaws.” I think a special rule of order would be sufficient to authorize the board to resolve questions pertaining to the club’s elections, and the club also could simply adopt a main motion to authorize the board to do so for a particular election.

Well, let’s back up a bit. There is no such thing as a motion to “recall” an officer. A motion to remove an officer, depending on the language in the bylaws pertaining to the term of office, requires one of the following: Previous notice and a majority vote, a 2/3 vote without notice, or a vote of a majority of the entire membership with notice. A lengthy formal disciplinary process which takes place over several meetings and ultimately culminates in a trial and votes on the questions of guilt and the penalty, and a majority vote is sufficient for removal. There is no circumstance in which RONR says that it requires previous notice and a 2/3 vote to remove an officer. Further, failing on some of the above points may or may not constitute a continuing breach, depending on the details. So, in order to determine whether it is in fact correct that the motion to remove the officer is null and void, please answer the following questions: Do your bylaws have their own rules for removing an officer? If not, what is the exact wording for the term of office in your bylaws? It is not entirely clear to me that the motion is null and void. Even assuming it is, however, the minutes of the previous meeting should not be changed. The minutes are a record of what happened at the meeting, whether or not what happened was proper. The Point of Order, the chairman’s ruling on the point, and his reasoning will be recorded in the minutes of the meeting where the point is raised. This whole situation is also very puzzling, since it appears that the officer’s term was about to end anyway, and there also appears to be the complication of proxy voting (as we are told one member “had enough votes by themself” to decide the issue, but I don’t think these facts change the answers to the questions raised.

Thank you. These facts are extremely helpful. Based on this information, I think I would recommend the following: Case 1.) I think Committee of the Whole actually is a very appropriate tool for this case. The member could move “That the assembly enter into a Committee of the Whole, for the purpose of discussing the policy pertaining to (whatever) adopted by the committee.” Case 2.) The best method in this case would to simply have a committee hearing on the topic. If the committee member wishes to do this during the assembly’s meeting, he could move “That the assembly recess for the purpose of holding a hearing on the committee’s recommendation pertaining to (whatever).” The member may insert such other specifications as he desires for the hearing in the motion. You understand correctly that questions of fact are permitted after a report, but comments are generally not allowed unless they are going to lead to a motion. It is also in order, in my view, simply to move for an “open discussion” on a particular topic, if that is what the assembly wants to do. “For a member to begin to discuss a matter while no question is pending, without promptly leading to a motion, implies an unusual circumstance and requires permission of the assembly (see p. 299) in addition to obtaining the floor.” (RONR, 11th ed., pg. 34) The rules which require a motion to be pending for discussion are to prevent a small number of members from wasting the assembly’s time by talking about random nonsense. If the assembly feels that, in a particular case, it serves the assembly’s needs better to permit more open discussion, it is free to do so.

Good catch. Yes, the motion to Commit may be made as a main motion when no motion is pending, and depending on the circumstances, it may be an original main motion or an incidental main motion.

They aren’t, unless the assembly chooses to do so, in which event they may make it public in whatever manner they see fit. As J. J. suggests, some decisions are difficult to keep secret as a practical matter. Since you say this is an HOA, there may also be applicable laws on this subject, which will take precedence over RONR.

J. J., I agree with you. Since anyone can request anything without a rule in the bylaws saying so, it seems to me that the “request” rule in the bylaws means something more than that. It would seem to me, however, that if there is any ambiguity regarding whether such a meeting would be proper, it would be prudent to handle this at a regular meeting instead, especially considering the business the board intends to conduct.

1.) Yes. 2.) Yes. 3.) Yes. 1. I do not think it is necessary to suspend the rules. The motion to Commit may be adopted as an incidental main motion when no motion is pending. 2. I disagree. Committee of the Whole is a true committee in every sense of the word. If a special committee may be appointed to study a subject (which it most certainly can), then the same may be done for Committee of the Whole. This depends on the assembly’s Rules, but generally, it is correct that motions are not in order during Good of the Order (except, in some assemblies, motions relating to discipline). It seems to me, however, that the assembly could suspend the rules for this purpose. Motions are only in order at the appropriate time in the order of business. Most assemblies do not permit motions during Good of the Order - although we do not know for certain what is the rule in the OP’s society. I think it is perfectly appropriate for a Committee of the Whole to discuss the subject it has been appointed to discuss. I think it is correct to say that Committee of the Whole is more limited in this respect than other committees. A Committee of the Whole cannot just start talking about whatever it wants. Yes, but does not that text also suggest to you that those organizations do not permit motions during Good of the Order except motions relating to formal disciplinary procedures? If your organization permits motions to be made during Good of the Order, however, so be it. I’d also note that Good of the Order is generally supposed to be limited to members making brief observations and announcements and is not intended to turn into full-scale discussion, but again, your organization may do it differently. With all that technical stuff out of the way - what exactly are you trying to accomplish? Even if it turns out Committee of the Whole is not the appropriate tool, I’m sure we can come up with something else.

I don’t think it’s quite the same thing. If only the expiration dates are missing, the society has a record of those who were a member of the society at the time the roster was last updated, but it does not know which members’ rights have expired since then (if indeed the bylaws provide as much). If there was no roster at all, there would be no record at all of who is a member of the society. Just to be clear, my understanding is that the file itself has not been deleted. It would appear that a single column in the file, which contains the expiration dates, was deleted, and the file was saved in this new form. It is still conceivably possible that an earlier version of the file could be recovered, although there is no guarantee that this can be done.

The member you are representing is not “present” in the sense that RONR uses the term, but organizations which use proxies often provide that members may be present “in person or by proxy.” That was not, however, the point I was getting at. If your bylaws authorize proxies, and you hold someone’s proxy, you are eligible to vote and you are present. The rule does not say “members present and eligible to vote.” It says “those present and eligible to vote.” So if a non-member holds a member’s proxy, they could arguably be counted in “those present and eligible to vote.” As you suggest, the situation is more complicated if a member holds the proxy, since the member is already included in “those present and eligible to vote” based on his own vote. Whether the member counts as one or two persons “present,” in this instance, depends on how the bylaws are worded and interpreted.

Well, it is possible to adopt a rule by unanimous consent, without any formal motion or vote. Such actions are still recorded in the minutes, however, so the fact that the minutes make no mention of this rule makes the board member’s claim that it was adopted as a rule somewhat questionable. See RONR, 11th ed., pgs. 54-56. If the “rule” does not, in fact, exist, then there is not really anything to “throw out.” The Secretary should simply start to follow the rules in RONR, unless and until the board actually instructs him to do otherwise.

It should first be noted that RONR strongly advises that an organization adopt its own rules for bylaw amendments. In the event that an organization has failed to adopt such rules, however, the bylaws may be amended by a 2/3 vote with previous notice or a vote of a majority of the entire membership. In many societies, the idea that a majority of the entire membership will even show up to a meeting is somewhat laughable, so the latter of these does not often come into play. In an organization which has only 11 members, however, a majority of the entire membership is six. Therefore, six votes will indeed be sufficient to adopt a motion to amend the bylaws, even without notice. There are no limitations on when this may be used.

Based on the reference to “sponsors,” I suspect you may in fact be referring to a mass meeting. This is a meeting of persons who do not constitute a society, or persons who intend to form a society but have not yet done so. In that event, the information you are looking for may be found in RONR, 11th ed., pgs. 544-547. The original poster appears to be asking about special meetings of an organized society, which are discussed in RONR, 11th ed., pgs. 91-93. I don’t know where that content is found in the 7th edition, but it’s probably time to update anyway.

Ultimately, the membership will need to determine how to resolve this issue. In the interim, I think you will have to assume that all persons listed in the roster are members. In the future, you really should keep backups of such important documents. My understanding is that the only piece of information which is missing is the membership expiration dates, not the roster in its entirety.

On the contrary, I don’t believe abstentions are included in either wording. To abstain, by definition, is to not vote. Therefore, an abstention is not a “vote cast.” No. A quorum is the number of members who must be present. Members count toward the quorum so long as they are present, whether or not they vote. I don’t think this wording clearly accomplishes that intent. An absentee vote, by definition, is not cast at a meeting. Well, this wording is at least much clearer. This does, however, raise potential problems. For instance, suppose a member casts an absentee vote on a motion, but the motion is amended at the meeting. How is that vote counted? I don’t know. One could argue that if proxies are authorized by the organization’s rules, proxy holders are “eligible to vote.” RONR recommends not using proxies at all, so it has no guidance on this subject. Or better yet, do away with both. If the assembly wishes to have absentee voting, it should be on specific items, and all members should vote in the same manner.

I thought that at first too, but on further inspection, the second rule says “a majority of the votes cast by members present and eligible to vote.” Since only votes cast are included, I think it is, in fact, a majority of those present and voting, not a majority of those present.

You are correct. The minutes are discussed in RONR, 11th ed., pgs. 468-476. No, the board is always free to start doing things correctly.

No one serves as “interim President” unless your bylaws so provide. Until a new President is elected, you have no President. Until a new President is elected, the Secretary will call meetings to order and preside over an election for a Chairman Pro Tempore, who will preside for the duration of the meeting.

It does not appear that notice is required for a motion to remove a board member. RONR does, however, require notice for any election to fill the resulting vacancy in the office of Vice President. So far as RONR Is concerned, the board may only transact business of any kind at a regular or properly called meeting of the board, at which a quorum is physically present. All forms of absentee voting are prohibited unles your bylaws provide otherwise. Additionally, the term “quorum” has no meaningful application in an e-mail vote. A quorum is the minimum number of members that must be present in order to conduct business. While the term “virtual quorum” might make sense for a teleconference or webconference, I do not think there is any meaningful way of determining who is or is not “present” in an e-mail vote. Finally, it is my personal opinion that even if if it is in order to remove an officer by e-mail, I do not think it is desirable. Your bylaws have already gone to great lengths to strip the accused of his due process rights. At least give him what little he has left - to state his case in debate on the motion when it is made at a meeting.

Yes to both questions. I don’t think the latter part applies here, however, since the bylaws do not require formal disciplinary procedures to remove the President. Yes, any member may have the Secretary include previous notice of a motion in the call. I would also note that your bylaws should be amended regarding special meetings. In addition to the ambiguity regarding who may call a special meeting, your bylaws say nothing about how much notice is required. I don’t know. I recommend amending your bylaws to clarify the rules surrounding special meetings. In the interim, let’s just assume the answer is “yes,” since that assumption will likely lead to he fewest challenges in the future.

I concur with Mr. Huynh and would add that the comment should not be included in the minutes even if the board member had spoken about it. The minutes are a record of what was done, not what was said.

I don’t see how absentee votes are “cast at a Church Business Meeting,” but if this language, in the context of your bylaws, includes absentee votes, then so be it. It would seem to me that “of all votes cast” would be clearer. I’d also note that RONR strongly recommends not to combine absentee votes with votes cast at a meeting, which appears to be what you are doing.

And you won’t find anything, since RONR has nothing like this procedure. A roll call vote would certainly work. A ballot vote could also work, if appropriate controls were implemented.

The motion would be “To remove the President from office.” I don’t personally care for the wording “vacate the office.” It makes it sound like the office just magically becomes vacant. Since your bylaws provide for removal of an officer “if the majority of the board finds them incapable of fulfilling the duties of the position,” and (I assume) your bylaws include a procedure for calling special meetings and that procedure has been (or will be) followed, then yes, the Secretary would send out the call of the meeting, which would include the date/time/location and the motion to remove the President. Keep in mind that special meetings may only be called in compliance with the procedures in your bylaws. You ask in your original post whether any board member may call a special meeting with 30 days of notice. Your bylaws should answer those questions. The President should not vote on this motion because he has a personal interest not in common with other members, however, he ultimately has the right to vote if he is a member of the board. If the President is removed from office, the Vice President will then become President, unless your bylaws specifically provide otherwise. If it is desired to elect a new Vice President at the same special meeting in the event that the President is removed, this must be specified in the call.