Atul Kapur

Was this a ballot vote? If not, then it's not a problem (assuming, of course, that electronic meetings are authorized). Secrecy of the members' votes only occurs with ballot votes. RONR (12th ed.) 45:18 Parenthetically, this shows that your votes aren't secret. A Point of Order can be raised, and, "If there is any possibility that the vote(s) would have affected the outcome, the results of the vote must be declared invalid if the point of order is sustained." (ibid 23:8) Were any of the votes decided by a one-vote margin? I assume one of the two members could have validly voted. I'm not certain what a "mom-member" is. If you meant to say a non-member, then that person's vote should not have been counted and you can, again, raise a point of order, under the same provisions. But be careful in this case that the mom-member didn't just assist the member to cast their vote.

Decisions that are decided by one vote maybe may be challenged. The board is under the authority of the association. So the next step would be to bring it to the attention of the general membership at a meeting. Do your bylaws allow for members to require a special meeting of the membership? Note that, normally, a point of order about a violation of the rules must be made in a timely manner. However, this is one of those exceptions to that timeliness rule because a violation of the bylaws is a continuing breach.

I agree with Mr. Honemann because of the rationale given by Mr. Elsman: 4:2(2) and 4:9-12 are within a context where "one member:one vote" applies. This does not apply in the OP's situation. Generalizing (aka, "going where angels fear to tread"), my initial thoughts are that the answer would be similar if the bylaws allow proxy votes and one person had one or more proxies. But not weighted votes.

Well there's your problem. 😉

RONR speaks only of ratifying an action. RONR (12th ed.) 10:54 - also see 10:55-57. Most actions cannot be amended retroactively. You refer to ratifying a document. What the body is being asked to do, from a parliamentary procedure point of view, is to ratify the action of adopting the document. A common example is the ratification of an agreement that the body's negotiation committee has reached with another organization. This is different than a committee recommending a document to the assembly for adoption, for example, a bylaws revision committee recommending a revised bylaws to the assembly. In this case the assembly can make whatever amends it wishes to the document proposed by the committee. Some details on the exact situation you are in would help determine which of these actually applies.

This is a complicated situation and will probably require a professional parliamentarian to do a detailed analysis of the implications of not holding a convention. However, it seems clear that this is what RONR calls a special committee, with a specific purpose. Once the committee submits its final report, 6 weeks before the convention, it ceases to exist. Was such a report submitted? If so, this bylaws committee is no more. It has ceased to exist. Even if not, each convention is generally considered to be a separate body, usually with a different membership than the convention previous. My personal opinion is that this bylaws committee was cancelled at the same time as the convention was cancelled (and, for that matter, so were other Committees of this convention such as credentials, rules, and program). This bylaws committee should not be wandering the seas for the next year (or four) as a ghost ship searching for a place to dock. It may be easier to explain if you consider that this was actually the "Bylaws Committee for the 2020 Convention," rather than just calling it the bylaws committee. The bylaws committee for the next convention is certainly free to consider the work of this committee, but should not feel bound by it. Again, this is my personal opinion, but based on the principles as I read them in RONR. And, of course, this is based on reading only a snippet of your governing documents.

What is the full sentence about the terms of office? You said "until their successor has been elected and installed" but the word before that, whether "and" or "or" is an important distinction in what procedures need to be followed.

What do your bylaws say about resignation? If they are silent, RONR says it's not final until it is accepted, and can be withdrawn before then.

You want to look at the bylaws articles on the officers and directors. Also check anything about the annual meeting or elections to see if they require a ballot vote.

Nothing to apologize for. I believe that Mr. Merritt meant to say, "note" my second paragraph. And, Weldon, you've managed to create a second meaning of "falling into a not hole" 😀

Only if your bylaws require that. Otherwise, the nominating committee reports to the membership meeting. See RONR (12th ed.) 46:14 (Sections 46:9-18 describe the nominating committee in detail and are all worthwhile reading while you have the book open to that chapter).

Thank you. I blame my unfamiliarity with the new citation method (and lack of previous related experience, not being in the habit of quoting from the Bible). I guess the middle initial stands for "Hawkeye"

The facts Mr. Honemann has elicited may change my advice. I don't presume to speak for him (or presume that I am clear on the point he is making) but, if the board has the authority to refer items to this committee or to give instructions to it, then it sounds like they did that when the president said she would follow up to have the committee add information to their report.

You are correct, RONR advises that the president should not appoint or be a member of the nominating committee (that is, RONR goes even further than "should not chair"). However, your bylaws say differently, and they override RONR. As no member-at-large was appointed to the committee, you have two vacancies and a membership of one. That one-person committee is doing its job so its report (the list of nominations) will be valid. Just to avoid questions: a report from a one-person committee usually requires someone to second any recommendations. However, nominations do not require a second, so that doesn't apply here.

First, we haven't been told that this was a standing committee (a reasonable assumption, but not yet verified). Second, I don't read RONR (12th ed.) 50:8 to say that all standing committee's have that authority. If a standing committee is to have that authority, then it must be named in the bylaws or a special rule of order, but I don't see that the reverse is necessarily true. In fact, we are told in 50:9 that if a standing committee does not have that authority, then it can be created by a standing rule.

Your organization has gone a long way down the wrong route, so we have to do a bit of work to get you onto the right path. It appears the error was that the president asked the committee to consider the proposal. I did not use the word "referred" because the president does not have that authority. At the membership meeting, the member can move their motion during New Business. If the president calls on the committee to make their report, or the committee chair attempts to do so on their own, then someone should raise a Point of Order saying that the committee had no authority to consider the matter and, therefore, it would not be in order to present the committee's report. This assumes that your bylaws do not give the committee the authority to consider matters on its own volition.

It sounds like you have a vacancy in the position of assistant president and, therefore, one of the three positions on your nominating committee is vacant. There are still two people on your nominating committee and they should do their job. From your use of the word "slate," it would appear that the nominating committee is directed to nominate one candidate for each position. As Mr. Brown has stated above, RONR requires that, after the nominating committee has made its report, that there be an opportunity for members to make other nominations from the floor. That is, the membership does not just vote yes or no on the nominating committee's list of nominees. The fact that the assistant president and your organization have not been following the rules in your bylaws (or those in RONR, either, it sounds like) means that this year's procedures may seem unfamiliar, but you should follow your bylaws.

The fact that the meeting is held electronically, by itself, does not change the requirement for a second for main motions. There are times when a main motion does not require a second. Motions made by direction of a board or committee as long as the board or committee is made up of more than one person. RONR (12th ed.) 4:11 Motions in committees and in small boards do not require a second. Ibid 50:25 and 49:21 and 4:9n7 If the chair is confident that there is widespread support for a routine motion, they can state the question without a second, but a member can raise a point of order Ibid 4:12 4:13 Any of these situations may occur during an electronic meeting, but an electronic meeting doesn't automatically meet any of these criteria.

One, please note Mr. Merritt's explanation of "dilatory," which I agree with (and, therefore, disagree with you). Two, if you don't get a second for the motion, that effectively means that every person except you is satisfied that the vote was declared correctly. In other words, you are the only person who still thinks the result is in question. At that point, I think it's reasonable to move on.

No, the method of verification is an uncounted rising vote. As the section I cited (45:14) says, a member can demand that a voice vote or a show-of-hands vote be verified by an uncounted rising vote. This is done by calling for a "Division" of the assembly. Very often, things end here. If the member is still in doubt of the result after that, the member can make a motion to have a counted vote. But this motion must be seconded and requires a majority vote in favour to be adopted.

RONR (12th ed.) 46:10 says, "Designation of the nominating committee. The nominating committee should be elected by the organization wherever possible, or else by its executive board. Although in organizing a new society it may be feasible for the chair to appoint the nominating committee, in an organized society the president should not appoint this committee or be a member of it—ex officio or otherwise." Note that this is advisory ("should not") rather than a rule. And if the OP's president is proposing to have the board vote on the nominating committee, then she is following the letter of this advice.

Perhaps, but the chair should consider whether it would be faster to just hold the uncounted vote on the motion to count the vote than to rule it dilatory and deal with the point of order that arises.

Well, if she brings it to a vote at the board meeting, then the board is making the decision. What the president is doing is nominating the members of the committee. When she brings the motion to the board meeting, the board has the opportunity to amend the motion. So I don't see the violation of your bylaws.

A call to verify the vote by an uncounted rising vote is the right of any individual member. "Any member, by demanding a Division (29), can require a voice vote or a vote by show of hands to be retaken as a rising vote—but no individual member can compel it to be counted." RONR (12th ed.) 45:14 I understand it as a balance between the rights of an individual member and the right of the assembly not to have unnecessary delays due to calls for counted votes (which are much more time-consuming) when the results are clear. RONR (12th ed.) p. xlix

I don't see anything in RONR (12th ed.) 13:17-18 that suggests that a person can chair a committee without being a member of it. Any such situation would need to be in the organization's own rules. From this example, it is clear that "oversee" is different from "chair." However, the question of whether "oversee" means that they are members of the committee is unclear. @Patricia Holliday, I suggest you review RONR (12th ed.) 56:68 and particularly subsection (1) for recommendations on how to deal with ambiguities. It emphasizes trying to be in accordance with the intention of the society at the time, if you can determine that. And it also says that the bylaws should be amended to remove the ambiguity as soon as possible.