Joshua Katz

None of this procedure is proper. You raised a point of order. It should have been ruled on (probably not well taken) and you could have appealed. That would be when you explain why you believe the proposal violates the bylaws, not after the meeting.

No, it has nothing to do with them (except in ministerial functions such as signing). The Secretary should note that the minutes are approved, the date, and sign. You might point out that the Secretary is not asked to "affirm" the minutes, but simply to record and verify that the assembly approved them, which it did. The President has nothing to do with it. If the Secretary refuses to do his job, you might consider disciplinary proceedings.

Good point, and I agree that if this is a public body, the situation changes (and goes beyond the scope of this forum).

The only real advice I can give is that the right to vote is fundamental, and can only be lost in accordance with the procedure for terminating rights in the bylaws, or as the result of a disciplinary process. She should recuse herself, though, on any vote regarding her pay, which is a topic in which she has a personal pecuniary interest not in common with the others, but cannot be forced to do so. It sounds, though, as if there shouldn't be any such votes, since the committee is not authorizing or paying the money, so I have trouble seeing the conflict. I suppose a person could vote in a manner that causes the website to require more maintenance, if working as a contractor, but I think it's best to presume people will not be purposefully destructive - particularly those trusted enough to be hired as contractors in the first place. A conflict exists where a person votes on their own interests, but when it is mediated through "first I need to vote to break something" I see it as more remote.

Well, I agree with your post, but if you take the position (with which I agree) that the special meeting must be called by the chair, the chair is going to control what goes into the call. While technically the assembly controls the agenda, the chair can, therefore, limit the topics discussed. The bylaw portion quoted doesn't even say that the 3 members specify the topics, but in any event, if they ask for X, Y, and Z, and the call says X and Y, it's not clear to me what they can do about it at the special meeting. They can, of course, attempt to discipline the chair after the fact.

I used to wonder why we do this, but I just got used to it.

Of course, but my point is, you enter a strange area when you depart from RONR's wisdom in the first place. Voting outside of a meeting is prohibited by RONR. If the bylaws allow it, it doesn't seem that odd to me that they might also make a mess of determining what is in the nature of a rule of order. However, the standard is "clearly," so maybe that answers it.

My opinion: Someone can vote who has not heard all the information. However, since your rules do not permit email voting, this particular vote does not count.

That's an interesting suggestion. I suppose my first thought is that it calls for voting outside a meeting. However, rules about voting are usually in the nature of rules of order, and voting usually takes place during a meeting, so maybe bylaws about non-meeting voting are suspendable? The question would be, how would one go about suspending them? When would the vote to do so be held? Presumably, some people might not bother voting who otherwise would have because they've been told their votes won't count, then you'll suspend and they'll learn they would have... I think what we're finding here is that there is no perfect solution, nor agreement on what is fairest in the circumstances.

Of course, I agree (and should have said earlier) that the ultimate judge here is the voting body. That said, I think the boldfaced word above is key. Is it improper to conduct an election according to the timeline in the bylaws? I say no, and therefore, no one has been improperly prevented from voting. Nothing at all prevented them from complying with the bylaw deadline, except some misinformation - which, again, did not prevent them, since they could have complied with both. I would think it would be far more interesting if it were impossible to comply with both.

In my opinion, unless your bylaws provide for such a thing, no. The way the hierarchy works is that, when one rule governs over another, the lower one is simply void and of no effect. Here, you have a rule in the equivalent (I suspect) of your bylaws, indicating when the vote must be postmarked. Then you have a contradictory statement, seemingly not even adopted as a rule, on the ballot. It's a harsh outcome, and not one I'm pleased with, but I say you count those that came in before the real deadline (and, yes, disenfranchise the rest, to an extent), and the election results are final. If there is a procedure for holding an early election, your organization could consider using that to hold a new election, but if not, well, there you go. I suppose if you have the "successors are elected" language in the term of office, you could adopt a motion to remove everyone for the purpose of a new election, but it will be held by whatever your vacancy procedure is, which is likely not another election by the same assembly. In short, I guess I'm not fond of work-arounds. Your members are assumed to know the bylaws. The bylaws say August 25. Then they get a letter saying a later date, they should say "hmm, well, the bylaws say August 25, I'd better be safe and mail it in early." I think there could be a bigger issue, actually, if the dates were reversed - then people would be saying they voted, but they didn't have time to fully consider their votes because of an artificially early deadline - and there would be no "safe" solution. Here, the safe solution for anyone is to vote by the earlier deadline (not often). That is, they could comply with both rules, and should.

Maybe I'm going to be odd man out here, but if the governing documents say August 25, it seems to me that incorrect statements in lower-ranking documents do not change anything. I don't like that result, but why should this organization count ballots, according to the principles of parliamentary law, that come in later? The hierarchy of rules seems to counsel it should not.

I hesitate to ask, but was there some assembly which passed a motion forming the committee? If so, you look to the language of the motion to form it to see how it gets filled(regardless of what you might have done in the past). If it came from some sort of staff instead, then I'm not even sure (without looking at your rules carefully) that you have a committee at all. You might have a group of people doing certain tasks. But there's a further complication here. Apparently this "committee" has bylaws. Committees do not have bylaws; they are not assemblies, nor are they organizations. Certain things called committees do, such as some political organizations. I'm not sure you have a volunteer committee, as opposed to a full-blown organization. I think this is something where I'm unlikely to get clarity by continuing to ask questions here, though.

Close - Distinguished ToastMaster.

I agree.

Agreeing with the two other responses, I also don't see how emailing someone, aside from a case where there's a restraining order, or repeated requests not to do so, can be an invasion of privacy.

The name is one thing. But if they have no record of their adoption by the threshold needed to adopt bylaws (and no record at all of the motion, which very well might have been "to adopt these as advisory" for all we know), and they've had a practice of following them being helpful but not mandatory, and then you add in that they are guidelines... I can't think of a reasonable explanation for why alternates are singled out as having a term, other than the other positions not having the same term. And sure, a reasonable interpretation is that people must (should?) serve for at least two years, i.e. be committed for that time.

I've seen this at Toastmaster clubs. It's not consistent with RONR, but RONR is about running a good meeting (which, as General Robert points out, is not a lesson in parliamentary procedure, or anything else), while Toastmasters is about learning. I think the practice exists because of the need to rotate officers in order for members to follow the leadership path to DTM.

Somehow, in this instance, I think the fault lies not within ourselves, but in the guidelines, dear Brutus. As I suspected. Those are fine-sounding terms, but often in terms of bylaws they mean confusing. Okay, here's what confuses me: So does "larger" here just mean larger than the board, i.e. the local group? Were they adopted as bylaws? (A great illustration of the value of proper minutes) - how do the minutes phrase the motion to adopt them? Usually organizations use that term to indicate something less than full adoption as governing documents. Yours may not, but often it's the case, and it almost always leads to confusing and fighting later. Well, nothing wrong with friendly language per say, but often when people try to write "friendly" bylaws, they end up not saying what needs to be said. Where is that written? The snippet you provided certainly suggests it ("two-year commitment") but doesn't say explicitly that they are out after 2 years, the way it does for alternates. Does it say it somewhere else?

Well, it says two-year term... An object lesson, perhaps, in why "oh, we're all friends here, we can write simple rules that we all understand" doesn't work a few years or decades later. In any event, I largely agree with the previous responses, but I'm not confident about the way the organization is governed. I'm not confident, in particular, that the "guidelines" are functionally bylaws. Were they adopted as such? The word "guideline" does not suggest mandatory. Regardless, you don't need a rule in the bylaws to say that officers may not simply refuse to conduct elections when regularly scheduled (or, if not, when specially scheduled) because they've unilaterally decided to stay in office. That's how third-world countries are run. What you do need, and may or may not have, is a membership willing to stand up to the offending officer and say "nope, we're voting now, please have a seat." Of course, if you don't have that, there's not much point in an election anyway, other than the precedent. Why do your guidelines refer to your parent organization electing your officers? I think I'm missing something in how your elections work. Anyway, one thing that troubles me is that alternates are specifically given term limits, but officers are not. The "guidelines" are a mess. If this group is responsible for significant assets, you should hire a professional parliamentarian, as the problems here seem beyond what this forum can assist with.

I think there are two issues here, unless I misread the original post. The second - standing rules cannot create officers - has been addressed. It is also the case that the President cannot (unless the rules say otherwise) create standing rules.

Things can be null and void for a variety of reasons. If you found it null and void because you never had the power to adopt it, that's one thing. If because there was no quorum, that's another matter. Okay, fair enough.

So what? We don't ratify things that are already valid. And it would require the same vote threshold as ratify. What difference does it make whether they add the word "ratify" at the beginning of the sentence? Again, the only difference is some sort of formality for its own sake.

Well, I struggle to see any problem at all. It is null and void because it was adopted without a quorum, but otherwise was within the power of the assembly. Ratification is used when an action is within the power of an assembly but is taken outside of a quorate meeting. It seems to me that your explanation leaves out time's arrow and acts as if the assembly is saying "it's in effect and it isn't." The assembly is deciding, first, that it is not in effect, and, second, that it wishes it to be. In any event, if you prefer to simply make the same motion rather than move to ratify, the vote threshold certainly won't be increased, or, to put it more relevantly, ratification does not require a lower threshold than just making the motion. So who cares which word is used? Formality for its own sake.

Huh? Why? Isn't that precisely the position where ratification makes sense?