Atul Kapur

Short answer: Yes ad Yes under RONR. Under RONR, the chair should turn the chair over to someone else. "Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly’s consideration of that motion, just as he would in a case where he wishes to take part in debate (see also pp. 394-95)." In small boards or committees, the chair can speak in debate and vote on all questions (p. 488, lines 18-20) Otherwise, the chair only exercises their right to vote when their vote would affect the outcome (p. 53, 20-23). Regarding conflict of interest, RONR says, that a person with a personal interest should not vote but does not prohibit them from voting. "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization . . . . However, no member can be compelled to refrain from voting in such circumstances." (p. 407, lines 22-31)

I don't think so, because the motion reads "starting May 11". Just because you are currently contravening the motion that was adopted, that doesn't make the motion invalid. It stays in effect and in full force. And you continue to contravene it until you follow it or rescind it. (I assume you're in contravention, unless the Governor's guidelines still prohibit you from opening for 4 hours.)

My first advice is that, for the protection of your organization and the people involved, you want to get professional advice before the event (a professional parliamentarian and/or a lawyer). Carefully read Chapter XX of Robert's Rules of Order Newly Revised (RONR) 11th edition. Even if you have not adopted it, it does cover important principles that should commonly apply. For example: Other excerpts which may be useful: "A society has the right to investigate the character of its members and officers as may be necessary to the enforcement of its own standards. But neither the society nor any member has the right to make public any information obtained through such investigation; if it becomes common knowledge within the society, it should not be revealed to any persons outside the society. Consequently, a trial must always be held in executive session, as must the introduction and consideration of all resolutions leading up to the trial." "For the protection both of the society and of its members and officers, however, the basic steps which, in any organization, make up the elements of fair disciplinary process should be understood"

Don't forget the prequel series: KANGA

Let's step back for a moment. The election was done by Google forms. It suggests to me that this election was done outside of a meeting. A wild guess: the annual meeting was cancelled because of the pandemic and someone decided to hold the elections virtually. This raises the question of whether the bylaws permit this to happen in the first place. Let's assume that this is permitted by the bylaws (at least let's assume it for the purposes of this paragraph that follows). If this was meant to replace an in-person election at a proper meeting, then the procedures for an election should be followed as closely as possible. That would include a complete tellers' report. That report should be in the complete format that is described earlier.

There is nothing unparliamentary about some of the directors meeting privately to discuss and strategize in preparation for a board meeting. Some consider that this is not good governance and a sign of an unhealthy board culture, but there is no prohibition on it in RONR and it is outside the purview of this forum. You called it a "private meeting." As long as they are not pretending that it is a proper meeting of the board and trying to conduct board business, there is nothing wrong with that from an RONR point of view.

It would be better, since your bylaws authorize email voting, to have policies or Special Rules to answer these questions; RONR doesn't have these answers because it doesn't recommend this type of voting. You should also decide on other issues, such as: Once the emails are sent, what is the deadline for an answer? How many votes need to be received for the vote to be considered valid (analagous to quorum)? What measures do you want to take to ensure that the person replying is actually the person entitled to vote? So the answer is that your organization needs to answer these questions. Some advice that you may find useful: The general rule, that should transfer to your situation, is that one person has one vote, no matter how many positions they fill. So the Treasurer would only have one vote. What would you do at an in-person meeting? Would this Assistant Director or Alternate participate in an in-person meeting? Would they vote? Would that be allowed by your bylaws? You may consider following, as closely as possible, the same procedures that you would a a regular meeting.

If the bylaws are silent, then you can look to the description of the position in RONR for the duties of the parliamentarian.

More likely, since it's a city council, they have their own rules that supersede RONR in this regard (and many others)

It sounds like the ED is an employee of the board. That still does not change the answers given above, based on RONR. Your organization may have your own rules that say that a person can't be the ED and an elected director at the same time. I belonged to an organization that had this situation once. A group of the other directors agreed, informally, that this was a bad idea and then informally talked to the person and convinced him to resign his elected office. But the organization had no rule to require him to choose one or the other; it does now.

The main motion is voted on, no matter what happens to the secondary and then the primary amendment. If the primary amendment is adopted, then you vote on the main motion as adopted. Someone may hate the main motion. They may vote for the amendment, thinking that it makes the main motion less bad, but still dislike the main motion, as amended, enough to vote against it.

It is up to the organization to interpret them if there is any ambiguity. RONR may not define attendance but the english language does: If apologies count as attendance, then I have attended the gym every day for the last five years. I agree that, if the organization wants apologies to have a particular status, they should make it explicit.

Present = Abstain It doesn't count at all, except to show that the person was present. Guest Paul, this forum prefers that you ask a new question as a new topic, rather than tacking it on to a topic that seems related.

My question, Mr. Honemann, is about the election and the assumption of office. Assume that the assembly elected the new officers at the May 6 meeting (Guest Marlene41's wording is not clear but let's go with my assumption). The election cannot be ratified. Can the individuals' assumption of office on July 1 be ratified? They weren't officers when they took that action.

Well, more like an urgent care clinic than an emergency department, I'd say. 🙂 But where the analogy to medicine does work is found in Sir William Osler's quote, "He who studies medicine without books sails an uncharted sea, but he who studies medicine without patients does not go to sea at all." Read. Learn from others, including this forum but also the organizations Mr. Brown has mentioned. Live it and Practice it.

No, this is not a rule of order. The definition of Rules of Order is found on p. 15, lines 9-11: "Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection." (Emphasis added) This rule is not about what goes on in or during a meeting. The section on Suspend the Rules reinforces this. "The object of this motion [Suspend the Rules] is to suspend one or more rules applicable to the assembly . . . that interfere with proposed action during a meeting." (RONR 11th ed., p. 261, lines 22-26. Emphasis added) and, on p. 264, lines 29-30: "Rules that have their application outside of the session which is in progress cannot be suspended." Unless you have a session that runs the entire 45 days, it cannot be suspended.

Not wanting to make any assumptions, what exactly do your bylaws say about the Immediate Past President?

Your quotation refers to the situation where a report from a committee or board makes a recommendation but the person presenting the report doesn't make the motion to implement the recommendation. (RONR 11th ed., p. 507) The need for the assembly to be accustomed to the method is not mentioned in other places that discuss assumed motions. More generally, on p. 54, you will find that "In cases where there seems to be no opposition in routine business or on questions of little importance, time can often be saved by the procedure of unanimous consent . . . . to take action without even the formality of a motion." (emphasis added) So, for example, the chair may say, "If there is no objection to adopting the agenda [pause] the agenda is adopted." For adjournment, p. 241, lines 9-15 may be helpful

Or hire a non-member professional parliamentarian.

It appears that you have rules that are different from or that supersede RONR. RONR states that you cannot require a member to abstain from voting, much less recuse themselves from the meeting during a vote. Assuming you do have such a rule, that really only applies to the voting or to the discussion prior to the voting. Once the decision has been made, why wouldn't the member be allowed to receive the minutes and know what the decision was? If the member was absent from the meeting for some other reason, illness for example, wouldn't they still receive the minutes? If the objection is that the member would read about who said what specifically during debate on that topic, then your problem is that you're putting too much in the minutes.

Bylaws are superior to RONR. The standard language recommended by RONR states that it applies when it does not conflict with the bylaws and special rules of order, which also outrank it in the hierarchy of rules. Now, if you put in place something that RONR doesn't advise, such as voting by email, then you are responsible for working out and, preferably, writing down every detail of how that works including all contingencies.

Well, a solution to that is to have the interpretation recorded in the minutes so that it can be cited as a precedent the next time it happens. That way, if they want to interpret it a different way the next time, then it will at least be a purposeful decision. The way this gets recorded in the minutes is to raise a Point of Order. The chair's ruling should be recorded (RONR 11th ed., p. 470, lines 15-18).

The way it is written, that the member who has been deemed to resign may be reappointed to the same position, is consistent with this part of the second paragraph

The logic thread is as follows: Motion to Reconsider "suspends" the action that is to be reconsidered: the election of the president. Even if the motion was improper to begin with and should have been ruled out of order at the time (because the election was final and took effect), because no Point of Order was made in a timely manner, the election result is suspended (there may be some on this forum who will argue this point, I'm accepting it for the purpose of this discussion). There are limits on how long the suspension can last. In this case, it lasts until the next regular meeting is adjourned. The next regular meeting was March 5. When that meeting adjourned, unless the motion to Reconsider had been dealt with and was adopted, the suspension ended and the election was final. If the board conducted the second election after that, then it was an error and, importantly, one that created a continuing breach (electing someone to a position that was already filled). Therefore, at the next meeting of the executive board, and board member can raise a Point of Order that the second election was improper, that it is null and void, and that the results of the first election stand.

If the March 5 meeting was a regular meeting, the suspending effect of the (improper) motion to Reconsider ended when the March 5 meeting adjourned (RONR 11th ed., p. 321, lines 15-19). If the second election happened after that, then the error of the second election can be corrected at a board meeting, as we've discussed earlier.