Josh Martin

On 4/15/2024 at 12:03 PM, Guest Tony9780 said:

Our State Party enables the creation of County Committees, which enable the creation of District Committees. This question is for a District Committee. Our District does not yet have bylaws

So far as RONR is concerned, an organization doesn't really "exist" until it has bylaws.

Is there something in the rules of the state party or county party suggesting otherwise?

On 4/15/2024 at 12:03 PM, Guest Tony9780 said:

We have six members whom have been absent in varying spans of 8 months to nearly two years.

If you do not have bylaws, how do you know which persons are members, or how someone becomes a member, or how many members you have?

On 4/15/2024 at 12:03 PM, Guest Tony9780 said:

We have members who would like to declare these seats vacant pursuant to state party rules governing state committee membership. Would we have the ability, as being governed by Robert's Rules to do so?

Even setting aside the larger problem of not having bylaws, the answer is no.

First, the idea of "declaring these seats vacant" is nonsense, and I wish organizations would stop using that terminology. It makes no sense. A seat is either vacant or it isn't. When a seat is vacant, it's obvious, and there's no need to declare it. If the seat isn't vacant, then "declaring the seat vacant" is a euphemism for removal. If these persons have not resigned, been removed, or died, then the positions aren't vacant. What you're really asking is whether you can remove them due to their absences.

Under Robert's Rules, no. The only way to remove people under Robert's Rules is through formal disciplinary procedures, as specified in Ch. XX of RONR. Members do not automatically lose membership due to absences unless your bylaws so provide.

The fact that the state party provides that members of the state party committee automatically lose membership due to absences is irrelevant. Such a rule is not applicable to constituent units unless the bylaws so provide.

On 4/15/2024 at 12:03 PM, Guest Tony9780 said:

Or do we need to first adopt bylaws at a District committee level?

You need to adopt bylaws for a lot of reasons, but yes, if you want to provide that members automatically lose their membership on the basis of absences, the bylaws would need to provide as much.

On 4/15/2024 at 11:08 AM, Guest Chris said:

This is a claim made by the unfortunate chairman. In a sense, he may be right: a committee does not exist until it is organized, and it can't conduct business until it is. 

I still do not understand the basis for this statement.

As I understand the facts, this committee has been in existence for some time, it just has a bunch of new members. So unless there are other rules on this matter in the organization's rules, I do not agree with the statement that "a committee does not exist until it is organized, and it can't conduct business until it is." This is also simply not internally consistent with the way you have been describing this, as it certainly sounds like the committee has members. And I don't see how a committee that doesn't exist can have members.

On 4/15/2024 at 11:08 AM, Guest Chris said:

The City Chairman and Secretary, once elected, shall serve for four years and until their successors are duly elected and qualified in accordance with the provisions of the ______ Election Code. Said officers shall be elected at the organizational meeting.

Other members of the committee are elected at the primary. There are no holdovers for regular members, if that's what you're asking.

Okay, but these newly elected persons are already members of the committee, right? If so, I still don't see what prevents the committee from calling a special meeting.

Maybe your organization has some strange rules, but ordinarily, a standing board, committee, or other assembly has continuing existence. Certainly, there are periodic changes in membership and a need to elect new officers, but this fact does not cause the board, committee, or other assembly to cease to exist.

I certainly grant that it's unusual to call a special meeting prior to the organizational meeting, but I don't see anything preventing it. There is certainly nothing in RONR which provides that this can't be done.

On 4/15/2024 at 11:08 AM, Guest Chris said:

I'm not sure if this is more like a Board of Directors or just a regular membership.

I don't think it matters, because either way, it doesn't sound like a "committee" in the sense that term is used in RONR.

On 4/15/2024 at 11:08 AM, Guest Chris said:

The bylaws explicitly say that RONR is to be followed in committee proceedings. Does it matter for the purpose of interpreting 50:21?

The question for purposes of interpreting whether 50:21 is applicable in this matter is whether this is a "committee" in the parliamentary sense. From the facts presented, I do not think that it is. As you say, it seems to be more in the nature of a board, or perhaps even the full membership of the organization.

"A committee, as understood in parliamentary law, is a body of one or more persons, elected or appointed by (or by direction of) an assembly or society, to consider, investigate, or take action on certain matters or subjects, or to do all of these things." RONR (12th ed.) 50:1

Even to the extent this was a committee, since my understanding is that the organization has its own rules on calling meetings, it seems to me those rules would take precedence over 50:21, since RONR generally provides that the organization's rules take precedence, and this rule in particular specifically refers to the possibility that the organization will have its own rules on this matter.

So I continue to think that, as a parliamentary matter, the answer to your problem is to simply call a special meeting under the procedures provided for in your rules. I do not agree with this argument that the committee ceases to exist in between the primary and the organizational meeting, nor do I agree with the premise that the committee is prohibited from holding special meetings during that period.

Of course, since the organization is already being sued by its current chairman, and I imagine the current chairman will not react favorably to this action, I think Dr. Kapur is certainly correct that the organization should seek legal counsel in this matter.

On 4/15/2024 at 12:58 PM, Guest Greg Smisek said:

In the second scenario (ratification, less than 10 days before the convention, of the chair's action of issuing the call, sent 10 days before the convention), is the tentativeness with respect to whether a call issued in excess of the issuer's authority can be ratified or whether the 10-day notice would thereby be fulfilled?

It is with respect to whether it can be ratified. I can certainly see a reasonable alternative view that, in order for the meeting to be properly called, the call must be valid at the time it was issued.

My personal view, however, is that the issuance of the call can be ratified so long as this occurs prior to the occurrence of the meeting for which the call is issued, and it appears I am in good company.

I do not think there is any question as to whether "the 10-day notice would thereby be fulfilled." As I understand it, the proposal is that the notice would be sent no later than ten days before the convention.

On 4/15/2024 at 1:05 PM, Gary Novosielski said:

At the risk of appearing to speak for Mr. Martin, I suspect the tentativeness arises out of the fact that a motion to Ratify is not adopted until it is adopted, and that is never a certainty until the last vote is counted, and the result announced by the chair.

Well, that too.

On 4/14/2024 at 6:34 PM, Guest Chris said:

Meanwhile, a group of committeemen is livid about this stunt. There is no provision in the bylaws allowing the rank and file to call an organizational meeting. Special meetings, yes, but as the committee is not yet organized this wouldn't be a special meeting.

Question: is there anything in Robert's Rules that could be used to force an organizational meeting sooner, so that we might elect a different chairman?

No. A meeting may only be called in the manner provided for in the bylaws.

I'm unclear, however, as to your statement that "as the committee is not yet organized this wouldn't be a special meeting." Could you elaborate on that?

Additionally, exact quotes regarding what your bylaws say about the terms of office for the "committee's" members and regarding calling special meetings may be of assistance. You say the chairman serves until a successor is elected - is the same true for other members of the committee?

Generally, I don't see anything preventing a special meeting being called in the manner provided in the bylaws, based on the facts provided so far.

On 4/14/2024 at 7:58 PM, Atul Kapur said:

RONR (12th ed.) has the following [emphasis added].

 However, it sounds likely that lawyers will be involved for this, as well.

"50:21 Committee Meetings. When a committee has been appointed, its chairman (or first-named member temporarily acting—see 13:18) should call it together.6 If some members of the committee believe that the chairman has failed to call this initial meeting or any subsequent meeting when necessary, a meeting of the committee may be called by any two of its members, unless (such as for very large committees) the assembly’s rules or instructions prescribe, or empower the committee itself to require, a larger number. It is the responsibility of the person or persons calling a committee meeting to ensure that reasonable notice of its time and place is sent to every committee member.

I am not certain that 50:21 is applicable in this matter, as I am not certain the "committee" the OP refers to is, in fact, a "committee" in the sense that term is used in RONR or the common parliamentary law. In my experience, the term "committee" as used in a political party sometimes refers to a body which is more in the nature of a Board of Directors. (While political parties also do have normal committees, from the facts presented, the board-type "committee" seems to be the situation here.)

On 4/15/2024 at 8:25 AM, Guest Mario said:

The parent organization's bylaws said that proxy voting is prohibited for the Federation (the parent organization) and for the Council (for the city's organization) but was silent on this point for individual Associations (local organizations). So to confirm, members asked the parent organization about adding to their own local organization's bylaws that proxy voting and absentee ballots are permitted and authorized, and the answer was no because it is prohibited. When asking for clarification of where it said that in the bylaws (since it did not, when they looked up the document on their website), they received little clarification. Actually once questions were being asked, the previous bylaw document was removed from the website and replaced with a new one and this new sentence appeared stating it is prohibited (you may have seen my other post about amendments, which is related to this situation, so I won't repeat what was said in that "amendments" thread). 

Well, I think you have our answers on this matter.

I don't know what more we can do to help. I maintain my position that based solely upon the facts presented, the Council is permitted to amend its rules providing that proxy voting or absentee ballots counted together with votes at a meeting are permitted (although it is my strong personal recommendation that the Council should not do so), notwithstanding the apparent resistance to this by certain persons within the Federation, who may or may not represent the position of the Federation as a whole.

As a practical matter, however, it does not seem particularly wise for the Council to simply openly defy the advice of its parent organization in this matter, and I imagine doing so may lead to repercussions. So if the Council wishes to pursue this matter further, it would seem the Council may wish to seek out a professional parliamentarian (who could perhaps assist the organization in reviewing in full the rules of the Federation and the Council and writing a detailed opinion on this matter, with the intent of persuading the Federation) or an attorney (who could advise the Council on what legal options the Council may have in this matter).

On 4/14/2024 at 7:30 AM, Drake Savory said:

What if the bylaws read something like

"When there is a vacancy in an office, the nomination committee shall submit a nomination for the office to the Board for their approval."

That seems to me that the motion then would be, "Shall Anna Abattior be appointed to fill the vacancy of 5th Vice-President?" which would be a yes/no vote.

If the bylaws read as suggested, I would still interpret this as an election and call for nominees from the floor. If there were no nominees from the floor, I would declare the candidate elected by acclamation, unless the organization's require (or the assembly orders) a ballot or roll call vote, in which event I would 

On 4/14/2024 at 7:30 AM, Drake Savory said:

If not, how would you rewrite it so the intention that the Board can vote down a nominated appointee?

I wouldn't.

If an assembly doesn't care for the nominee, the solution is to elect someone else. If the assembly is not prepared to find someone else at the present time, the proper course of action is to postpone the election. If the bylaws require a position, it is not proper for the organization to simply refuse to fill it. The election may be postponed, or the organization may amend the bylaws to remove the position.

Additionally, to the extent the assembly wishes to take a vote on this matter, the assembly is free to order a roll call vote or ballot vote, in which event members may vote against the nominee by voting for a candidate of their choice.

If under duress, and an organization absolutely insisted on requiring a "yes/no" vote on a lone nominee, I would suggest the organization make their intent explicitly clear, and also make clear what happens in the event that "no" wins. Possibly something like the following:

"If there is only one nominee for an office, members shall vote "yes" or "no" on the nominee, with a majority in the affirmative required for election. If the nominee is not elected, the chair shall ask for a motion to reopen nominations or to postpone the election."

On 4/15/2024 at 8:04 AM, Lanie said:

1. Is there anything a minority can actually do to restrain a majority who refuses to adhere to their own rules?    

Expressing no view on whether this is an accurate description of the present situation, the ultimate answer to this question is "No," at least as a matter of parliamentary law.

The majority ultimately has the authority to interpret its own rules. The presumption in RONR is that most of the members want to follow the rules. RONR is just a book, and has no capacity to enforce the rules on its own - only the assembly can enforce them. In the situation that a majority chooses to ignore its rules, or interpret them in a manner not consistent with their good faith interpretation, there is ultimately nothing as a parliamentary or practical matter that can prevent this.

Depending on the type of assembly and organization, there may (or may not) be recourse by appealing to a higher authority, such as a parent assembly, parent organization, or the courts, but such questions are beyond the scope of RONR and this forum.

On 4/15/2024 at 8:04 AM, Lanie said:

At the next board meeting, 03/10, the "chair" announced he was going to file an appeal with the Judicial Committee and overturn the decision of the delegates at convention and in the meantime, he was not going to seat those delegates.  As they were already seated, he clearly has no such authority to do any such thing, but he refused to allow them to participate in the meeting. 

Setting aside the merits of this ruling (on which I express no view), I am inclined to agree the chair had no authority to make a ruling concerning this matter at a meeting of the Executive Committee. The chair appears to be alleging a violation of the rules occurred during the convention. The convention is the superior body to the Executive Committee, and the Executive Committee has no authority to overturn the decisions of the convention. Under RONR, only the convention itself could entertain such a Point of Order.

I understand that, under your bylaws, the Judicial Committee may also have the authority to address this matter, but even supposing that to be true, the Executive Committee is obliged to follow the convention's decision unless and until it is overturned by a body with the authority to do so. The chair cannot simply assume in advance that the Judicial Committee will make a particular ruling.

On 4/15/2024 at 8:04 AM, Lanie said:

2. As the votes of those members would have changed the outcome on some significant actions, what happens to those actions?  

If members are improperly denied the right to vote (and I understand that these persons were certainly denied the right to vote, but whether this was done properly is in dispute), this constitutes a continuing breach which causes the affected motions to be invalid if the number of such persons is sufficient to have potentially affected the result.

"If one or more members have been denied the right to vote, or the right to attend all or part of a regular or properly called meeting during which a vote was taken while a quorum was present, a point of order concerning the action taken in denying the basic rights of the individual members can be raised so long as the decision arrived at as a result of the vote has continuing force and effect. If there is any possibility that the members' vote(s) would have affected the outcome, then the results of the vote must be declared invalid if the point of order is sustained. If there is no such possibility, the results of the vote itself can be made invalid only if the point of order is raised immediately following the chair's announcement of the vote. If the vote was such that the number of members excluded from participating would not have affected the outcome, a member may wish, in the appropriate circumstances, to move to Rescind or Amend Something Previously Adopted (35), to move to Reconsider (37), or to renew a motion (38), arguing that comments in debate by the excluded members could have led to a different result; but the action resulting from the vote is not invalidated by a ruling in response to a point of order raised at a later time." RONR (12th ed.) 

So far as RONR is concerned, a Point of Order concerning such matters may be raised at a meeting of the assembly in question or during a meeting of a superior body. As I understand the facts, this relates to an issue occurring during a meeting of the Executive Committee. So a Point of Order could be raised during a meeting of the Executive Committee or during a meeting of the convention.

I also understand that, under your bylaws, the Judicial Committee may have the authority to address this matter, so a challenge concerning this matter could also be filed under those procedures.

On 4/15/2024 at 12:27 AM, Guest Greg Smisek said:

Our local political party unit's constitution provides that a special convention "shall be held at the direction of the majority of the Executive Committee.... The call for a convention shall be sent ... to each ... delegate and alternate at least ten (10) days before the convention."

We have just enough time to call the convention, but we don't have the additional time required to call a special meeting of the Executive Committee to authorize the special convention (and there is no provision in our bylaws for any kind of vote outside a meeting).

I understand this to mean that it is not possible for the Executive Committee to meet within sufficient time to authorize the call prior to the meeting, in order to hold the special convention on the desired date.

On 4/15/2024 at 12:27 AM, Guest Greg Smisek said:

We've never called such a special convention, so there is no precedent regarding what "direction of the majority of the Executive Committee" means (and it's the only place this precise phrase is used in our constitution). Would it be reasonable to interpret such language to include direction by a majority of the members of the Executive Committee, provided individually by email or phone?

In my opinion, no, unless there is other language in the bylaws (or perhaps applicable law) suggesting as much. Based solely upon the language provided, my interpretation would be that the rules in RONR in this matter are controlling, and that the Executive Committee may act only at a regular or properly called meeting of the Executive Committee.

"Under the general parliamentary law, business is transacted in large boards according to the same rules of procedure as in other deliberative assemblies. In smaller boards, these rules apply as far as practicable, with the exceptions noted below. In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings—and at which a quorum (see 40:5) is present. The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. (See also Electronic Meetings, 9:30–36.)" RONR (12th ed.) 49:16

Ultimately, however, it is up to the organization to interpret its own bylaws.

On 4/15/2024 at 12:27 AM, Guest Greg Smisek said:

Alternatively, if more than 10 days before the convention, the chair were to send out the call, thus exceeding his authority, and the Executive Committee were to later ratify his action, less than 10 days before the convention, is the convention properly called?

That's an interesting question. I think this is somewhat of a gray area, but I would tentatively lean toward "yes." Although this will create a very awkward situation if the Executive Committee does not ratify the action, so the chair had better be certain that it will be ratified.

On 4/15/2024 at 12:27 AM, Guest Greg Smisek said:

If the latter cures the call, what if the Executive Committee were to ratify the chair's action only after the convention? Would the ratification still make the convention to be properly called? Let's assume here that no one makes a point of order at the convention regarding the call.

No, I don't think this would be permissible.

For starters, let's not assume that everyone agrees to ignore the rules. If the convention is not properly called, the chair's duty is to make a ruling to that effect, and it is the duty of every member to raise a Point of Order to that effect if the chair fails to do so.

But even ignoring that issue, it would seem to me that if the issue of the call is not resolved prior to the convention, then the convention has not been "held at the direction of the majority of the Executive Committee." As a consequence, the convention is not a properly called meeting, and I don't think the Executive Committee can properly authorize the call of a convention which has already occurred.

So it would seem to me that if this strategy is pursued, an Executive Committee meeting should be held as soon as possible, and certainly prior to the convention being called to order.

On 4/14/2024 at 12:21 PM, Atul Kapur said:

I will be very surprised if there isn't something in the bylaws that will need to be amended as a result of the departments merging.

It may be as simple as the names of the departments or the criteria by which bodies are entitled to Senators. For example, if the bylaws say every department can elect/appojnt one Senator, then that would affect the merged departments.

I suggest, @jggorman, that you read the bylaws carefully to ensure that the implications of the merger are clear and, if necessary, appropriate amendments are made.

Well, if this is correct, that will make things easier - when amending the bylaws, the organization can adopt a proviso to handle the transition in any manner it sees fit.

On 4/13/2024 at 6:17 PM, Guest Curious2answer said:

I am new to Robert's Rules and in my reading of it I could not find a direct answer to the following question.  Can there be a motion to remove someone from a position that is a volunteered position?  Even is said person has not done anything wrong and is solely being attacked for not being liked?  

I think the answer to your first question is "Yes" and the answer to the second question is "Maybe."

Can you please answer the following:

• What is the nature of this position? Is it an officer position? A committee? Something else?
• How is this position appointed?
• What, if anything, do the bylaws or other rules say regarding removal of this position?
• What, if anything, do the bylaws or other rules say regarding the term of office for this position?

On 4/12/2024 at 7:09 PM, acc said:

My question is, can a Motion to Suspend the Rules be made to get the Chair? In addition to a copy of RONR (and RONR in Brief), I have 2 books on Roberts Rules that give a conflicting opinion on this: one says yes, one says no. I think, however, our Bylaws, which state the following, prevent this, where it says the President "shall preside at all meetings," the word "preside" being key: the president is an authority at any meeting and as such shall Chair them all.

A motion to Suspend the Rules and remove the Chair from the presiding officer is in order. Indeed, such a motion is in order even if the bylaws provide that the Chair shall preside at all meetings, because such a rule is in the nature of a rule of order, and may therefore be suspended.

Whatever book you're reading that says "no" is wrong. RONR itself (which is the authority on this matter) provides that such a motion is in order, even with a bylaw provision like the one you describe.

"If the chair is not an appointed or elected chairman pro tem, a motion to declare the chair vacant is not in order. However, a motion can be made to Suspend the Rules so as to take away from him the authority to preside during all or part of a given session. When such a motion is made and seconded, after stating the motion he must turn the chair over to another following the procedure described in 43:29, and the remedy for refusal or failure to do so is that the motion may be put to a vote by its maker.

Any one motion to Suspend the Rules that might limit the authority or duties of the presiding officer during a meeting can remain in effect, at most, for one session. (See 8:12, 8:16.) Therefore, in order to prevent the regular presiding officer from presiding during subsequent sessions, the motion to Suspend the Rules would have to be renewed and separately adopted at each of the sessions. Moreover, since Suspend the Rules applies only when “an assembly wishes to do something during a meeting that it cannot do without violating one or more of its regular rules” (25:1, emphasis added), the motion cannot be used to remove from the presiding officer (even temporarily) any administrative duties—those related to the role of an executive officer that are distinct from the function of presiding over the assembly at its meetings. (Cf. 47:20.)" RONR (12th ed.) 62:12-13

"This is true even if the bylaws contain a provision to the effect that the president shall preside at all meetings, since such a provision is clearly in the nature of a rule of order, which may be suspended even if in the bylaws. See 2:21." RONR (12th ed.) 62:12n5

On 4/13/2024 at 1:27 PM, Guest Mario said:

The answer was basically there were some things that were missed and not included in the proposed document sent to members and some things were mentioned during the discussion at the annual meeting and added after.

Well, being "mentioned during the discussion" doesn't cut it.

If they're suggesting the proposed document was amended at the annual meeting, that's one thing. (And there's limits on "scope of notice" for bylaw amendments.) But they can't just add things after the fact based on the discussion. If more items arise during discussion which necessitate additional amendments, but more time is needed to draft those amendments, then those amendments should be brought forth at a future meeting.

On 4/13/2024 at 1:27 PM, Guest Mario said:

Now my question is, aren't any discussions and additional amendments included in the meeting minutes? Because in the minutes, all it says is carried, there is no mention of more amendments to the proposed document. 

Discussion doesn't belong in the minutes, but any additional amendments should be included in the minutes.

To be clear, however, if the minutes are incorrect, then the minutes can be fixed.

On 4/13/2024 at 1:27 PM, Guest Mario said:

Or if there was lengthy discussions which lead to more amendments, does that mean it is not included in the minutes? I don't know how this works.

Again, the amendments are included in the minutes, but the discussion isn't.

In any event, no one can just add more amendments after the fact based on discussion. The amendments have to actually be voted on.

On 4/13/2024 at 1:27 PM, Guest Mario said:

I'm asking because how can members know if any changes were done to bylaw documents if they're not pointed out? The proposed document had any amendments as highlighted words or sentences to show they're new, and strikeouts of words or sentences. So it is easy to see where proposed changes were. If it weren't for that, you'd only know of changes if you compare word for word the old and new documents, which would take lots of time!

Well, this is a separate question, I think.

As I understand it, what's alleged at this time is that these changes were not included in the proposed amendments at all. If that's the case, there's no doubt that they are not valid.

If these amendments were included in the proposed amendments, but weren't clearly marked, I think that's somewhat different. If these are adopted as individual amendments, each amendment needs to be called out. But if this was adopted as a complete revision to the bylaws, amendments need not be highlighted (although this is typically done as a courtesy to members, unless the bylaws are changed so radically that it's simply not feasible to do that).

On 4/13/2024 at 1:45 PM, Guest Mario said:

What if there is a state law or provincial law that says that says that proxy voting is only permitted if a corporation’s bylaws allow it, and so the organization is saying that by not including proxy voting in bylaws that actually DOES means it is NOT allowed...?

In my view, this would not change anything. This would strengthen the interpretation that proxy voting is not permitted unless the local organization's bylaws allow it - but everyone's already on the same page there. I don't think this fact leads to any further assistance on the question of the parent organization's rules.

On 4/13/2024 at 1:45 PM, Guest Mario said:

But as stated above, Robert's Rules states that:

"The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points." RONR (12th ed.) 56:7

So, does that mean if proxy voting and absentee ballots are NOT mentioned in the parent organization's bylaws, that local organizations can permit proxy voting or absentee ballots in their local organization's bylaws? 

Yes, that's exactly what it means. (It also means that even to the extent the parent organization's bylaws prohibited proxy voting or absentee ballots, there would be a question of whether that rule referred solely to the operations of the parent organization, or was also applicable to the operation of constituent units.)

On 4/13/2024 at 12:52 PM, jggorman said:

We have a number of departments that are split so that they elect senators and alternates in even-numbered years and half elect them in odd-numbered years according to our bylaw. Some of these department are merging into departments that vote in the opposite years. This will cause terms that two-years as indicated in our bylaws to expire on the wrong odd/even year in some cases.

How is staggering accomplished if term length is indicated in bylaws? 

This is an interesting question. Ordinarily, the only reason something like this would occur is if there is an amendment to the bylaws, and the organization would resolve the issue by adopting a proviso handling the details of the transition.

But this is a rather unusual situation in which this transition will arise without any amendment to the bylaws.

I am inclined to think that the organization will ultimately have to interpret its own rules on this matter, and I expect because the rules may not anticipate this situation, it may ultimately be up to the organization's preferences.

On 4/13/2024 at 12:52 PM, jggorman said:

Our bylaws indicate this below, but this may be ambiguous because these are terms expiring in a the wrong year.

0. Our bylaws: "New Senators necessitated by department expansion, resignations, sabbaticals and similar interim absences shall be selected in ranked order from the list of alternates. Those filling interim vacancies shall serve until the return of the Senator whom they are replacing."

It's not entirely clear to me that this rule is applicable in the present instance, but to the extent that it is, I agree it is ambiguous how it applies to this situation.

On 4/13/2024 at 12:52 PM, jggorman said:

If our bylaws indicate both that the terms are two years and the year that elections take place, how do we resolve the conflict. There are three solutions being considered:

1. Shorten terms of senators that would eventually merge into a department with the opposite odd/even election requirement.
2. Let alternates serve for one year.
3. Let the vacant seat stay empty for a year.

I would add that another option would be to lengthen the terms of senators in order to resolve the odd/even issue. Ordinarily, shortening or lengthening the terms is really the only way to resolve a transition like this. But I suppose the existence of the alternates might create some alternative options. (As I understand it, the "alternates" proposal is that if the terms of the senators expire, the alternates would serve to fill the gap until the terms are aligned correctly.)

In my view, it's not really an option to simply choose to leave vacant a position called for in the bylaws. Beyond that, however, I have no personal preference on how the assembly resolves this issue.

On 4/13/2024 at 12:52 PM, jggorman said:

Also, does RONR 46:34 apply and require that we choose solution number 1. above?

46:34      If the multiple positions have varying terms (as may happen when terms are staggered or there is an election to fill the remainder of an unexpired term) and the differing term lengths have not been assigned different sections of the ballot, the longer terms are allocated among those receiving a majority vote in the order in which they obtain greater numbers of votes. If there is a tie, the tied candidates may agree which of them will take a longer term; if they do not agree, the question is put to a vote on the next ballot.

No, 46:34 (nor anything else in RONR) mandates that the organize choose a particular solution for this matter.

But if the solution the organization settles on involves electing multiple positions with varying terms, then 46:34 is applicable.

On 4/12/2024 at 5:52 PM, J. J. said:

I think that making the same or a similar incidental main motion after each main motion is considered may be dilatory. 

Yes, no doubt if a member makes this motion (or something like it) after each main motion, that's quite likely dilatory.

But that's why I vaguely said "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)," without specifying exactly what circumstances or how much progress. It's ultimately going to be a judgment call by the chair.

If a members makes this motion after each main motion, that's one thing. On the other hand, if a member makes this motion at one point in the meeting and makes this same motion one more time hours later, after the assembly has completed a great deal of business, that's very different.

On 4/13/2024 at 1:22 PM, J. J. said:

Once that first item of business is disposed of, I would question the renewal of the motion "to suspend the rules for the remainder of the session and permit the vice president to serve as chair," could be renewed in that form.  At some point later, I could see a situation where renewal might be possible. 

I think we're all ultimately on the same page here.

On 4/12/2024 at 3:13 PM, Guest Debby said:

Our VP was elected president this month to start July 1. He has turned in his resignation effective July 1.

I would first note that this resignation must be accepted by the body with the authority to fill the resulting vacancy in the office of Vice President before it can become effective - although typically this is a formality.

On 4/12/2024 at 3:13 PM, Guest Debby said:

When can we appoint a replacement?

Well, he automatically has a replacement. When there is a vacancy in the office of President, the Vice President automatically becomes President unless the bylaws provide otherwise. So the Vice President will get a very swift promotion on July 1.

The vacancy in the office of Vice President can be appointed prior to when the vacancy will occur, if that is your question. Of course, the person will not take office until the vacancy occurs.

On 4/12/2024 at 3:13 PM, Guest Debby said:

And is that somewhere in the RRO book?

I'm not aware of anything in RONR explicitly stating someone cannot be appointed for a vacancy which will not occur until the future, but I'm also not aware of anything saying you can't do that.

On 4/12/2024 at 5:12 PM, Guest EMS President said:

Is there a standard for titling of positions in non-profit or any organizations for an elected vs appointed position?

Not that I'm aware of. My experience is that there is a great deal of variation in this regard. Many organizations will refer to both appointed and elected positions as "officers." Other organizations will, as you suggest, attempt to distinguish between the appointed and elected positions in some manner. For what it is worth, RONR does discuss "appointed officers" in RONR (12th ed.) 47:43-56.

It may be that there is somewhat more standardization within EMS Squads specifically, as opposed to organizations more broadly, although I do not know enough about EMS Squads to know for certain. It may be beneficial to reach out to other EMS Squads and see how they handle these matters.

In any event, your organization is ultimately free to choose such titles as suits its needs.

On 4/12/2024 at 8:07 AM, Guest Mario said:

Maybe to notify them that this sentence was improperly added via e-mail?

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.

On 4/12/2024 at 8:07 AM, Guest Mario said:

A point of order requires no notice in advance, right? You can say that whenever, and does not need to be seconded, right?

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).

On 4/11/2024 at 9:33 PM, J. J. said:

Assume that the motion "to suspend the rules for the remainder of the session and permit the vice president to serve as chair"  is defeated. 

May the motion be reconsidered?

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.

On 4/11/2024 at 9:33 PM, J. J. said:

When motion #37 is about to be introduce, is it in order for a member to move "to suspend the rules and permit the vice president serve as chair during the consideration of motion #37?"

Yes.

On 4/11/2024 at 6:22 PM, Dan Honemann said:

I'm sure you mean that this is so only if the election is to be by voice vote.

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."

On 4/11/2024 at 3:13 PM, Joshua Katz said:

True. What about boards?

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

On 4/11/2024 at 2:50 PM, rbk said:

Our assistant secretary performed the secretary's duties at a recent meeting. When the assistant secretary writes the meeting minutes, should she sign them with the title "Assistant Secretary" or "Acting Secretary"?

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."

On 4/11/2024 at 1:57 PM, Tomm said:

What's the primary reason why a committees is not considered to be an assembly?

I understand there are special rules for committees and some motions that can't be used in a committee, but committees do make decisions even though can only report those decisions to their superior assembly and typically have no authority to implement those decisions unless they were given the power to do so.

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.

On 4/11/2024 at 1:17 PM, Guest Rebecca said:

Should this vote have been tabled?

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.

On 4/11/2024 at 1:17 PM, Guest Rebecca said:

Or was the chair person allowed to call in more votes after the meeting had already been called to order and a vote already taken place?

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.

On 4/11/2024 at 1:24 PM, Joshua Katz said:

Hmm. The vote was tied, so the appropriate thing to do is to vote again, and that's what was done. But calling specific people does not strike me as impartial behavior for the chair.

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.)

On 4/10/2024 at 7:27 PM, Rob Elsman said:

I am less certain why you think the motion failed if this was some kind of election with "candidates".  Were the rules in RONR (12th ed.) controlling, the elections would have been won unanimously, since abstentions are ignored when counting.

Since this is a public body, however, I'm not at all certain the rules in RONR (12th ed.) are controlling in this matter.

On 4/10/2024 at 5:57 PM, Guest Stikwoman said:

9-person public school board.  Special meeting to fill one vacancy.  Meeting was on day 29.  At 31 days, citizens can petition a judge to appoint a director.  Conducted 7 interviews.  Motion was made for one candidate, president called for a vote, 4 abstained, 4 voted yes.  Motion failed.  This same thing repeated with 2 other candidates.  Then the meeting was adjourned with no other guidance on next steps.  Thank you.

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.

On 4/10/2024 at 8:25 PM, Guest Stikwoman said:

The board does use RONR but district policy requires "affirmative votes of a majority of the full membership of the Board" to "appoint a school director to fill a vacancy on the Board."  That policy line references state law but the state law does NOT require majority vote of full membership.  It appears board policy takes precedence because the president ruled "the motion fails" each time. 

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.

On 4/10/2024 at 8:25 PM, Guest Stikwoman said:

After the interviews concluded, the president announced that he would be abstaining because he was not in favor of voting that night, that it was "rushed" and he intended to abstain. 

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.

On 4/10/2024 at 8:25 PM, Guest Stikwoman said:

The president then called for discussion, no one spoke, the solicitor whispered in the president's ear and the president called for adjournment.  One director quickly nominated a candidate.  The president called for discussion, paused, then called for a vote.  One director seemed confused and asked the president to explain the process being used.  The president just said it's a motion and moved forward with the vote. 

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.