Josh Martin

Based on the facts presented, I still think the member is correct, as was the assumption that his nomination did not need to be voted on since he was the only nominee. As I understand the facts, your bylaws do not require a ballot vote. In such cases, the appropriate course of action when there is only one nominee is for the chair to declare that nominee elected. "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or 'acclamation.'" (RONR, pg. 443) The reason for this is that voting "no" is not an option. You have to vote for a person, so if you don't have anyone else in mind to vote for, there's not much point in taking a vote. If you did have someone else in mind to vote for, you should have nominated that person, and then you would have had an election. Nothing I have seen from your bylaws so far suggests to me that a vote is required even in these circumstances. So based on all this, there never was any error, and the member is the Secretary. Even assuming I am wrong on my first point, however, and the bylaws do, in fact, prohibit the board from using unanimous consent and require an election even if there is only one candidate, it is too late to raise a Point of Order regarding this issue at this time. Generally speaking, a Point of Order must be raised at the time of the violation. There are some exceptions, but this is not one of them. Since a timely Point of Order was not raised, the election is valid notwithstanding the error, and the member is the Secretary. Even assuming I am wrong on my first and second point, however, and we somehow assume that there is a violation and a continuing breach here, so that a Point of Order may be raised at a later meeting, this has not yet happened. An election may not be invalidated between meetings. The board (rather foolishly) rejected the member's request for a special meeting to address this issue, so the board has not yet made any decision, and therefore the election remains valid, the ongoing error notwithstanding. The member is still the Secretary. So no matter how you look at it, the member is the Secretary, despite the fact that you have mistakenly informed him otherwise. The member has taken the appropriate action of attempting to get the board to resolve this issue, and since the board has inexplicably refused to do so, he has appropriately taken the matter to the next level (the membership) to resolve the issue, which is the ultimate judge of the society's rules.

I doubt we will be of any help, since public elections will be governed by applicable law, not Robert's Rules.

It would seem to me that the board may change "ground rules" that it adopted in the first place, but may not change "ground rules" adopted by the membership, unless the organization's rules grant it that authority (and it seems they do not). Handle club business is pretty broad. I'd say that gives them pretty expansive authority to adopt standing rules. I concur that the membership has the final say, unless something in the bylaws provides otherwise. So far as RONR is concerned, the membership may rescind any action taken by the board, but actions taken by the membership may not be rescinded or amended by the board. If the board is granted authority to manage the affairs of the society between meetings of the membership, wouldn't that include the ability to adopt such standing rules as are necessary for this purpose? And the authority to amend rules that the board had adopted? Well, earlier you said that the board to handle club business, and now you say the board can only spend limited funds on emergency maintenance. If it's the former, I stand by my previous responses. If it's the latter, then I'd say they cannot adopt or amend these "ground rules." The bylaws should at least make some reference to dues and how they are set, but whether you wish to specify the amount in the bylaws or leave that to standing rules is up to the club.

If it's an e-mail vote, everyone is absent. I don't know what distinction you see between an abstention and a "withheld vote" ( a term RONR does not use). They sound the same to me. I'm also not clear on why this matters. Under ordinary circumstances, non-votes, regardless of the reason, have no affect on the outcome and are not recorded. I'd be more concerned with whether it is proper for your board to vote by e-mail in the first place.

It's not unusual for an organization's rules to provide that regular meetings of the board are scheduled by the board, or by the President.

It's not clear to me that this motion was validly adopted in the first place. How were the committees in question established? I think we need to know how the committees were established in order to know what sort of rule would be required to establish qualifications for the committees' chairmen. We need to know how these committees were established. If your rules already say anything on the subject of qualifications for committee chairmen, that would also be useful information. Your bylaws should specify how many days of notice are required for a special meeting. The notice of the motion to rescind would be included in the notice for the special meeting.

The bylaws do overrule Robert's Rules, but in my opinion, there is no conflict. Unanimous consent is an acceptable substitute for a majority vote. Such a procedure is, in fact, the recommended option when there is only one candidate in an election (so long as the bylaws do not require a ballot vote). The rule in your bylaws does not appear to be written in such a way so as to exclude that option. Additionally, even if your organization does interpret that the bylaws prohibit the board from making this decision by unanimous consent, a Point of Order regarding this manner is no longer timely. I would note that if your board insists on taking a formal vote even when there is only one candidate, such a vote should be taken by ballot or roll call, so that members who do not wish to vote for the candidate vote for someone else. A "yes" or "no" vote is not appropriate in an election. You need to elect someone. Based on the facts presented, it is too late to raise a Point of Order, even if there was a violation in the first place (and I do not think there was).

I concur. It seems unlikely that the board members accepted their own resignations on the way out. As a result, they are still technically board members, so the IPP alone almost certainly does not constitute a quorum. The society's membership will need to resolve this matter.

I suppose that depends on the length and complexity of the results the member wishes to share. He may or may not need to read from papers in debate.

I don't see any problem, as a general rule, with a known vacancy being filled in advance. If a resignation is submitted and accepted, but the resignation does not take effect until a later date, it seems entirely appropriate for the person or assembly empowered to fill the vacancy to do so in advance of the effective date. The appointment will, of course, not take effect until the resignation is effective. The issue here is that the vacancy does not exist until after the President leaves office. Therefore, he is attempting to fill a vacancy which should rightly be filled by his successor.

The rule provides that committee members serve for a term corresponding to that of the officers, or until their successors are appointed. As a result, committee members are normally appointed at the start of each new administration. If this is not done, the committee members continue to serve until their successors are appointed. Yes, but those statements do not include the language "unless the bylaws expressly provide otherwise."

No. Even if the bylaws grant the President the authority to fill vacancies, I don't think the President can fill a vacancy which will not exist until after his term is over. Well, no, because when the seat is vacant, this person will no longer be President. If the President fills vacancies, it will be the new President who will fill this vacancy.

The rule provides that "members of a committee serve for a term corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide." I don't know how that could be any clearer. If the society wishes for a different term of office for standing committee members, it must "expressly provide" as much in its rules.

It seems to me that it depends on how the committee was established. If the committee is established in the bylaws, then I think it would certainly be the case that qualifications for committee chairmanship must also be in the bylaws. The intent of adopting a rule, rather than simply agreeing to reject the nomination of any spouse, may have been an attempt to bind future trustees.

If we're talking about the President appointing the chairman during a meeting, he may do so, provided that he has the consent of the Vice President and the assembly (majority rules). The President may not appoint someone to preside in advance of a meeting. I don't know what you mean by "some of his authority to run a meeting." You're either the chair or you're not. There's not really a middle ground.

What do your bylaws say about filling vacancies?

Whether the board member can be blamed for the actions of his brother-in-law is more of a philosophical question, but so far as RONR is concerned, the board member would not have to step down even if he was the one facing criminal charges. Resignation is a voluntary act. If the board wishes to remove him against his will, it will need to review its bylaws, and possibly applicable law (it sounds like this may be a public body). If both of these are silent on the subject, see Ch. XX of RONR. The board member also does not have to recuse himself, but RONR says that a member should abstain from voting on any question where he has a personal or pecuniary interest not in common with other members. If this is a public body, applicable law may also say something on the subject.

Is it simple? Suppose that, during the discussion on the issue, some members change their minds about whether the topic they are discussing should, in fact, be considered in executive session and they wish to continue the discussion in open session. Alternatively, suppose that, upon concluding discussion of this topic, a member wishes to introduce a motion regarding another topic of a sensitive nature.

I disagree. Based on the facts described, a Point of Order would need to be raised at the time of the vote regardless of whether this is a recommendation to a higher body. If the higher body has not yet voted, then members could certainly take the fact that this person did not receive the required vote into account when determining who to vote for, but it is too late for a Point of Order. As I understand the facts, however, the board did make a recommendation to the general membership, but the membership has already voted, so it seems even more clear that a Point of Order regarding the vote at the board meeting is no longer timely. Additionally, as a technical semantic point, it is a common mistake to say that a Point of Order does not need to be timely if there is a continuing breach. Actually, a Point of Order always needs to be timely. If there is a continuing breach, the Point of Order is timely at any point during the continuance of the breach. In other cases, the Point of Order must be raised promptly after the breach occurs to be timely.

I assume that "not" shouldn't be there. Mr. Goldsworthy's hypothetical situation was regarding an organization where the process of filling vacancies is lengthy, and was referring to having someone write checks until the vacancy can be filled.

The board is ultimately responsible for this error. The chair made an error in declaring this person approved, but the board members also erred by failing to raise a Point of Order. Well, one reason this may be a problem is that a Point of Order may no longer be timely. Based on OI 2006-18, I believe that it is not. The rule does require a 2/3 vote of the entire membership, but it seems that at least 2/3 of the entire membership was present, so the rule does not protect absentees in this instance. Therefore, the general principle still applies that a Point of Order regarding this issue must be raised at the time.

I think Kim is simply saying that the person appointed by the church council serves until the annual meeting.

Nothing in RONR says anything on this particular subject, but I concur with Dr. Stackpole that it's a bad idea. Do you really want to amend the bylaws every time you want to change committee chairs? Founders wouldn't be as big a problem, I suppose, since that won't change. I've seen some organizations do that.

No, that's even worse. I don't see why a formal title is needed at all.

Even assuming this is necessary (large organizations usually have people other than the treasurer authorized to write checks, such as other officers, or staff members) I think giving a person who is simply authorized to write checks the title of "Treasurer Pro Tempore" is misleading. The offices of Chairman Pro Tempore and Secretary Pro Tempore refer to officers which serve solely in the context of meetings.