Josh Martin

Certainly you are free to notify them, and that seems like a good idea, but a formal Point of Order cannot be raised until a meeting. I think the answer is generally "yes" to both questions, although I would add the following caveats with respect to the statement that a Point of Order can be raised "whenever." "The general rule is that if a question of order is to be raised, it must be raised promptly at the time the breach occurs. For example, if the chair is stating the question on a motion that has not been seconded, or on a motion that is not in order in the existing parliamentary situation, the time to raise these points of order is when the chair states the motion. After debate on such a motion has begun—no matter how clear it is that the chair should not have stated the question on the motion—a point of order is too late. If a member is unsure of his point or wishes to hear what the maker has to say on behalf of the motion before pressing a point of order, he may, with the chair's sufferance, “reserve a point of order” against the motion; but after the maker has spoken, he must insist upon his point of order or withdraw it. Points of order regarding the conduct of a vote must be raised immediately following the announcement of the voting result (see 45:9)." RONR (12th ed.) 23:5 "Is in order when another has the floor, even interrupting a person speaking or reading a report if the point genuinely requires attention at such a time (see Timeliness Requirement for a Point of Order, 23:5)." RONR (12th ed.) 23:2, emphasis added As I understand the facts presented here, what is alleged is that a sentence was improperly added to the bylaws, without following the amendment process in the bylaws. I think this is a continuing breach, and therefore I think a Point of Order can still be raised regarding this matter. Generally, however, I'm doubtful that such a Point of Order will require interrupting a person who has the floor (let alone a person who is currently speaking).

An incidental motion to Suspend the Rules may not be reconsidered. However, it may be renewed if circumstances are such that it has become a substantially new question (for example, due to progress in the meeting). If this was made as an incidental main motion, then I also think it is still the case that this motion can be renewed if circumstances are such that it has become a substantially new question (for example, due to progress in the meeting), and a motion which can be renewed cannot be reconsidered. Prior to that time, however, I am generally inclined to think it can be reconsidered. I cannot think of any reason it could not be. Yes.

Yes, I suppose an assembly could still choose to take the vote by ballot (or by roll call, as was done here), in order to provide an opportunity for members to cast write-in votes. Although in those circumstances, members would vote for the candidate of their choice rather than voting for "yes" or "no."

I think what is said in RONR (12th ed.) 50:4 is instructive in the distinction between committees and boards in this regard. "Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power) than a board is usually understood to have. Thus, if the committee is to do more than report its findings or recommendations to the assembly, it may be empowered to act for the society only on specific instructions; or, if it is given standing powers, its actions may be more closely subject to review than a board's, or it may be required to report more fully. Also, unlike most boards, a committee in general does not have regular meeting times established by rule; but meetings of the committee are called as stated in 50:21–22. Some standing committees, however—particularly in large state or national organizations—function virtually in the manner of boards, although not designated as such." RONR (12th ed.) 50:4

So far as I am aware, RONR does not directly answer this question. So what follows is largely my personal views, and ultimately it will be up to the assembly to determine the answer to this question. Since the person in question has a regular title in this regard, I am inclined to think that title should be used. So I would have this person sign the minutes as "Assistant Secretary." If neither the Secretary nor the Assistant Secretary take the minutes, the title for a person temporarily serving in the role of Secretary is "Secretary Pro Tempore."

You've answered your own question. One of the characteristics of a deliberative assembly is that "it is a group of people, having or assuming freedom to act in concert, meeting to determine, in full and free discussion, courses of action to be taken in the name of the entire group." RONR (12th ed.) 1:1 A committee, generally, does not have the freedom to determine "courses of action to be taken in the name of the entire group." Rather, the committee acts under the direction of the committee's parent assembly, and makes recommendations to the parent assembly on the courses of action to be taken.

I assume you actually mean "postponed." But in any event, I can't answer that. That's a judgment call for the assembly to make. When an election is incomplete, the proper course of action is to conduct the election again. By default, that means immediately. The assembly could postpone the election if it wished. That requires a majority vote. In the alternative, the assembly is free to complete the election at the same meeting. People are free to arrive to a meeting late, and it violates no rule for the chair (or anyone else) to call people to come to the meeting. I don't know that we know for sure that the chair only called specific people. But assuming this is in fact what occurred, I agree that I'd be more comfortable if the chair had notified all absent members, rather than singling out specific individuals.

I don't expect this forum will be of a great deal of help here, as the answers to your questions will ultimately be found in the board's rules and applicable law. I would advise contacting the attorney and/or the media. (Public pressure sometimes is an effective strategy for influencing elected officials.) Since this is a public body, however, I'm not at all certain the rules in RONR (12th ed.) are controlling in this matter. I will assume for the sake of argument that your school board's rules or applicable law, it is correct that a vote of 4-0 is insufficient to elect a director. If the rules in RONR are controlling, the next steps would be to repeat the election at the next meeting (perhaps seeking new nominations in the interim), and continue to repeat the election as many times as is necessary until the board elects a candidate to fill the vacancy. Because this is a public body, however, I expect that any next steps in this matter will be controlled by applicable law. Assuming for the sake of argument that the board's rule is controlling in this matter, the President is correct that a vote of 4-0 is less than the full membership of the board for a board which (presently) has eight members. It appears there may be some questions about the interaction with state law - that will be a question for an attorney. So I would note that, so far as RONR is concerned, the proper course of action if the member felt this process was "rushed" would have been to move to postpone the election, but it may well be the board was required to vote that night due to the board's rules or applicable law. My experience has been that some public bodies do indeed conduct their elections in this manner (for some bizarre reason) rather than conducting them in the manner called for in RONR. I can't say for certain whether this was the correct procedure for this board.

For starters, do your bylaws have a residency requirement to serve on the board? You seem to imply this is the case, but I'd like confirmation. Well, that's a question for an attorney, and I express no view on that matter. We lack sufficient facts to answer these questions. Please answer J.J.'s questions. Even supposing for the sake of argument the person is ineligible, that doesn't necessarily mean the board has the authority to remove him. If, for example, the membership elects board members, only the membership has the authority to consider a challenge to an election conducted by the membership, unless the bylaws provide otherwise. "Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." RONR (12th ed.) 46:50 No "notice" is required of a Point of Order concerning this matter. But the above procedure is applicable only if the bylaws in fact provide this person is ineligible to serve on the board, and while you seem to be hinting this is the case, I'm not yet totally certain that it is. Please clarify what exactly your bylaws say concerning this matter.

I agree that it's not unusual for organizations to hold an unnecessary "yes/no" vote to approve an unopposed nominee, but that doesn't mean it's proper to do so. Unless the bylaws require a ballot vote, if there is only one nominee, the chair should declare the nominee elected by acclamation.

I agree, but I don't understand how this conflicts with what I said. I have no disagreement that the Federation can adopt rules "prohibiting a local from creating a local bylaw permitting absentee or proxy voting." The question is whether the Federation has, in fact, done so. Well, none of us have conducted an exhaustive review of the Federation's bylaws in this regard, so I do not know that any of us can conclusively say that there is no such provision. I will agree that, as of this time, no facts have been presented indicating that the parent organization's bylaws prohibit the local organization from adopting these rules in its bylaws.

Perhaps we have different interpretations of what the question is asking. I interpreted it as asking whether a nomination which was withdrawn must still be considered a valid nomination. I see how a different interpretation may be that the question is asking whether some action must be taken to "accept" the nomination. I apologize for the lack of clarity in my response. In the response in question, I was accepting for the sake of argument the OP's premise that the committee had properly replaced the nominee with a different nominee. Upon further review of the bylaw provisions in question, I agree there is reason to doubt that premise. That's true, but why does that matter? This nomination was made in advance of the election meeting.

I think it ultimately depends on the facts of the particular situation. But based solely on the facts presented, I would lean toward it being an incidental main motion. "As a class, incidental motions deal with questions of procedure arising out of: (1) commonly, another pending motion; but also (2) sometimes, another motion or item of business a) that it is desired to introduce, b) that has been made but has not yet been stated by the chair, or c) that has just been pending. An incidental motion is said to be incidental to the other motion or matter out of which it arises. With but few exceptions, incidental motions are related to the main question in such a way that they must be decided immediately, before business can proceed. Most incidental motions are undebatable." RONR (12th ed.) 6:15-16 The facts as presented here, in and of themselves, do not appear to meet any of the criteria in 6:15-16, and the motion does not appear to arise out of any other motion or matter. Now this, on the other hand, I think is certainly an incidental motion, as it relates to a motion "that it is desired to introduce," and the motion to suspend the rules arises out of Motion #37.

No. Actually, elections are even earlier in the order of business. They should be listed under Special Orders - generally, as the first item under Special Orders.

Yes. It means this person will now be treated as if this were a nomination from the floor, rather than a nomination by the Nominating Committee. But other than that, no, it doesn't really change things. You don't need to put anything on it. It's entirely acceptable to just use blank pieces of paper. But if the organization prefers to use preprinted ballots, then the names of all nominees for each office (including this "unwithdrawn" nominee) should be listed on the ballot, as well as a "Write-In" line for each position.

Okay, well, we can keep quibbling on this, but it continues to appear to me that under this proposal, all members are sent a ballot in advance of the "meeting" and vote by returning that ballot, and this would be the only manner in which any votes are taken. If this is correct, these "meetings" are no longer "meetings" in any parliamentary sense of the word, and therefore who is "present" at them is immaterial. So I continue to maintain that it is more accurate to state that, under the proposed rules, all votes will be by absentee ballot. But even supposing you reject that premise, it is not at all accurate to say that this system eliminates absentee ballots, because it is certainly the case that the people who are absent are voting by absentee ballot. As to this argument of "Not identifying those members who are not in attendance as absentee is also an issue," this sentence is just nonsense. If you are not in attendance, you're absent. That's just what those words mean. To the extent the assembly instead proposes that members at the meeting will vote on these matters at the meeting and those votes will be combined with absentee ballots submitted in advance, RONR's only advice in that regard is "Don't do that, and if you ignore this advice, good luck." "An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. The votes of those present could be affected by debate, by amendments, and perhaps by the need for repeated balloting, while those absent would be unable to adjust their votes to reflect these factors. Consequently, the absentee ballots would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result. If there is a possibility of any uncertainty about who will be entitled to vote, this should be spelled out unambiguously and strictly enforced to avoid unfairness in close votes." RONR (12th ed.) 45:56 I am inclined to agree with Mr. Honemann that in any event, voting on all matters by absentee ballot is not advisable. In the alternative, the assembly might consider voting by absentee ballot on particular matters (e.g. elections, bylaw amendments, or whatever).

There is no such requirement in RONR. If such a requirement exists, it would have to be in your organization's bylaws.

I'm not certain I agree that this negates the need for absentee ballots. As I understand it, what you're proposing is to vote only by absentee ballots. As to negating the need for a quorum, I think that's correct, although I would note that it may be desirable to adopt some equivalent to a quorum, such as a requirement that a certain number of ballots be returned. Finally (and correct me if I'm wrong), you seem to be proposing that you'll still be having "meetings" but that no voting will occur at these meetings. If this is correct, I would generally suggest either a.) no longer holding formal meetings of the assembly in question, and calling them something else or b.) making clear in the rules that no votes may be taken at such meetings. See RONR (12th ed.) 45:57-61. Mr. Novosielski, as I understand it, the proposal is that all votes will be by mail (or some electronic equivalent). In such circumstances, I believe the OP is correct that there will be no quorum requirement, because no one is "present" and therefore the term "quorum" has no meaningful application. It may well be beneficial to adopt rules requiring a certain number of ballots to be returned. This will have a similar purpose to a quorum requirement, but it is not quite the same thing.

The only circumstances in RONR in which members are required to leave the room are: When a member has been formally suspended of their rights through disciplinary procedures. When a member is facing disciplinary procedures under Ch. XX of RONR and the assembly has reached the consideration of the question of guilt and the penalty. When provided for in the organization's bylaws or applicable law. While I suppose a member could be asked to leave the room in other circumstances, the member is free to refuse the request. I will interpret this question as asking under what circumstances an individual member may be prevented from speaking in debate. Generally, the answer is the same as above, although I would add that generally applicable limits on debate may be imposed on all members. Generally, the answer is the same as for the first question. RONR also provides that in circumstances in which a member has a personal or pecuniary interest not in common with other members, the member should not vote, but that the member ultimately has the right to do so. I do not know enough about the circumstances to opine on whether this constitutes a "personal or pecuniary interest not in common with other members," but it doesn't really matter, because ultimately it is the member who must make that judgment for themselves. It appears that others were suggesting that the members asked to leave had an interest of this nature. I express no view on whether this is correct, but I would note that in so far as RONR is concerned 1.) this is a judgment for the member to make for themselves, and 2.) nothing in RONR suggests that such a member should leave the room, let alone is required to do so. See RONR (12th ed.) 1:4, 45:4.

The short answer is "no." An election cannot be reconsidered unless the person who was elected is absent and has not yet been notified of their election, and even then, the person who makes the motion to Reconsider (or Reconsider and Enter on the Minutes) cannot mandate the time at which the reconsideration will occur. I think the reason you can't find it is because this person made it up. What RONR actually says on this subject can be found in RONR (12th ed.) 46:46. Even supposing a motion to Reconsider (or Reconsider and Enter on the Minutes) is in order (which I think is very unlikely), the maker of the motion cannot specify that such a motion will be called up in 30 days.

RONR does not grant the President or Secretary any such authority. I think you answered your own question. Nothing in RONR grants members a right to access the membership list. But state law takes precedence, and if state law provides that members have a right to access the membership list, then no, it is not permissible to refuse members access to the membership list. (I take no position on whether this is an accurate interpretation of the law in question - I am simply accepting your assertion as correct.) RONR does not define the term "financial records," nor is there a need to do so, because no rule in RONR provides that members have a right to access financial records. (Although members do have a right to access certain documents that may be considered to be in the nature of financial records, such as the reports of the treasurer and the audit report.) So far as RONR is concerned, members have a right to access the following documents: The organization's rules (articles of incorporation, constitution, bylaws, special rules of order, standing rules, etc.) Minutes of meetings of the membership Written reports of boards, committees, and officers (limited to reports given at meetings of the membership) And I think that's pretty much it. Members do not have an individual right to access other documents unless so provided in the organization's rules or applicable law. The membership could adopt rules granting members a right to access additional documents, or order that members be granted access to certain documents on a case by case basis. I take it you are asking this question because some rule in applicable law or your organization's rules provides that members have access to "financial records." If it is your organization's rule, it will be up to your organization to interpret it. If the rule is in applicable law, I advise consulting an attorney for questions concerning the meaning of the term "financial records" within the context of the law in question.

I imagine the answers to this question will ultimately be governed by the corporation's bylaws and applicable law, but to the extent RONR may be of assistance here: First, check to see what your bylaws say concerning removal of a board member, if anything. If your bylaws are silent on this matter, the body with the power to elect the board members also has the power to remove the board members. The exact process to remove a board member, however, will depend upon the exact wording used to define the term of office. A vote may only occur at a regular or properly called meeting, unless otherwise provided in the organization's bylaws or applicable law. All members of the board (officers or not) must be notified of the meeting and have a right to attend, but not all of them need to be present - only enough of them to constitute a quorum. I am inclined to think your questions should ultimately be directed to an attorney.

I certainly agree that there was "no harm, no foul." Strictly speaking, the motion in question required a second, but if I were the chair, I would probably state the question on the motion without a second, or even skip the step of asking for a motion to approve the report and simply assumed the motion, stating the question on approving the report. So I am not bothered by the lack of a second here. (And in any event, a Point of Order concerning the lack of a second must be raised promptly.) I think it's a fair question, particularly if it is the case in your organization that considerable time is consumed asking for seconds for almost every motion. (I would note that this does not need to necessarily be the case - members need not wait for the chair to ask for a second. It is permissible (and common in many assemblies) for a member to immediately second a motion, which saves a great deal of time.) The chair might also take heed of what is said in 4:12-13 and "pay less attention" to the requirement of a second for routine motions. The purpose of the requirement for a second is to save time, by preventing the assembly from having to consider motions only one member wishes to see discussed. In most assemblies, I think it achieves this purpose. But if it is the case for your organization that this rule is having the opposite of the intended effect and is forcing the assembly to consume more time, the assembly is certainly free to adopt a special rule of order (or perhaps a convention standing rule at each convention) providing that seconds are not required. Or if the assembly balks at this suggestion, a workable compromise might be that only certain motions require a second.

I feel like there are some words missing here. Do you perhaps mean to say that these bylaws provide that a quorum consists of a majority of the members? If so, my view is that this refers to the number of actual, current members of the assembly, not the number of seats, unless something in the organization's rules suggests otherwise.

If the motion is made by someone other than the reporting member, the motion does require a second. "If the person presenting the report is not a member of the assembly or for any other reason does not make the required motion to implement the recommendations as just described, any member of the assembly can do so; but the motion must then be seconded. Or, when the proper motion is a matter of clear-cut procedure and must necessarily be introduced to resolve the case, the chair may sometimes expedite matters by assuming the motion—that is, stating the question on it without waiting for it to be made." RONR (12th ed.) 51:12 RONR does, however, permit great latitude to the chair in applying the requirement of a second, and I think the situation described is certainly an appropriate case where the chair could state the question on the motion without a second (if there is no objection), or even assume the motion, rather than asking if there is a motion to adopt the report. "The requirement of a second is for the chair's guidance whether to state the question on the motion, thus placing it before the assembly. Its purpose is to prevent time from being consumed by the assembly's having to dispose of a motion that only one person wants to see introduced. In handling routine motions, less attention is paid to the requirement of a second. If the chair is certain that a motion meets with wide approval but members are slow in seconding it, he can state the question without waiting for a second. However, until debate has begun in such a case—or, if there is no debate, until the chair begins to take the vote and any member has voted—a point of order (see 23) can be raised that the motion has not been seconded; and then the chair must proceed formally and ask if there is a second. Such a point of order should not be made only for the sake of form, if it is clear that more than one member wishes to take up the motion. After debate has begun or, if there is no debate, after any member has voted, the lack of a second has become immaterial and it is too late to make a point of order that the motion has not been seconded. If a motion is considered and adopted without having been seconded—even in a case where there was no reason for the chair to overlook this requirement—the absence of a second does not affect the validity of the motion's adoption." RONR (12th ed.) 4:12-13