Atul Kapur

I believe J.J. wanted to say there is an "Unofficial FAQ" on the topic of disruptions due to COVID-19. Many of the answers to questions such as - whether mail-in balloting is allowed - if so, who has the authority to make decisions will be found (or not) in your bylaws.

It is difficult to oppose a nomination without breaching the rule that the speaker "must never attack ... members" (RONR 11th ed., p. 43, lines 19-20). So it is safer when debating nominations to simply speak to the merits of your preferred nominee and why that person should be elected, rather than speaking against any nominee.

Officers can be removed through the use of disciplinary measures such as in chapter XX.

You tell us what "normally" happens but do not tell us why that is the way it happens. Is this the procedure mandated in your bylaws or special Rules of Order? RONR goes into extensive detail on procedure for disciplinary matters in chapter XX but what it says there will not supersede your own rules. Generally for disciplinary measures, consideration of the rights of the accused party would require you to follow all of your mandated procedures.

Former delegates of 2010, or 2016 for that matter, have no status in 2020. Your quote of the 2016 resolution clearly shows that it was a motion to Amend Something Previously Adopted. Beyond that, each session is independent of the other and the 2010 delegates cannot tie the hands of the 2016 delegates.

Your group has introduced several things that aren't in RONR, so your group is responsible for creating clear procedures on how to run them. Until that happens, your group is the only one that can interpret your rules. First, you've introduced a "referendum process" although it seems to actually be a way to call for a special meeting or, at least, to graft a membership-wide vote onto the special meeting structure. Second, you've introduced electronic meetings but without, as RONR advises on p. 97, lines 31-34: "it is advisable to adopt additional rules pertaining to their conduct." As a non-member, my opinion is worth the paper it's not written on. However, the standard method of voting in RONR (voice vote or by rising) is an open vote; that is, others can see or hear how you vote if they care to listen or watch you. Changing that to a secret voting method requires a motion, or rules. You can argue to extend that principle to your situation.

RONR is silent about referendums [referenda?] but, even if it did say something different, you need to follow your bylaws. If you are talking about the petition, I don't see how anything that needs to be signed can be anonymous. If you mean that the petitioner wants the vote to be anonymous or secret, then that is a decision that would made by the meeting (by voting on a motion to conduct the vote by ballot). Your bylaws are a bit confusing because they talk about a "referendum process" but mention that "a quorum must be present to vote" which sounds more like a special meeting. Does anything in your bylaws authorize voting by mail or email or in any way other than those members physically present at a meeting?

You may find the "Unofficial FAQ" at the top of the topics page helpful. The part of the bylaws that you quoted states when terms begin. You didn't include anything about when the terms end. You've told us what they don't say (about successors) but do they say anything about the length of term?

I believe Mr. Martin was answering your question and saying, "No, it does not violate RONR." The informal discussion can, as you say, allow people to "choose sides." More optimistically, it can allow people to arrive at a version that everyone can agree to support.

The time to correct an error is when it happens. Points of Order, which are used to correct errors, generally need to be made in a timely manner. So you can't turn back the clock. But there may be an exception that applies. (The exceptions are listed on p. 251) If the vote was close enough that your one vote would have made a difference (which which we can only know if they had a counted vote), then you can raise a Point of Order that action was taken in violation of a rule protecting a basic right of a member (this is an extrapolation of the example given for elections on pages 445-446). Even then, if the firing has taken place, then there's not much that you can do, procedurally. A1) It was a breach of the rules. A2) You can't fix the past, you can just start doing things properly from now on. So, as J.J. says, attend the next meeting and defend your rights if they are violated again. A3) Not according to RONR There are courses available and there is a much less daunting book called Robert's Rule Newly Revised - In Brief. It's not expensive so it may be worth ordering it now even though the new edition will be coming out in the fall; the major principles are unlikely to change significantly (he boldly predicts).

I assume you mean they think you're not allowed to know anything about the meeting. They are incorrect. As a member, you have the right to examine the minutes and other records, including the minutes of an executive session (RONR 11th ed., p. 460, lines 6-20, particularly lines 13-16).

I believe that Mr. Martin was looking for the section of the bylaws that define the terms of your officers. Usually it's in the Article on Officers and has wording such as "Officers shall serve a term of 12 months / one year and/or until their successors are elected..." If your bylaws are searchable, search for the word successors

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If the last time the Executive Director gave out those documents was before the 2016 motion / resolution was adopted, then I don't think any of them will notice that the dates are different. If the documents were given after the 2016 date change, then Yes, he has to go back and give the updated dates. Not sure why that's a tough one.

Look at Chapter XX of RONR, which deals with disciplinary action. I'm also having difficulty following the link to the FAQ.

If the board isn't following the rules in RONR, I doubt if they're knowledgeable enough to follow Shakespeare's Rules, either.

Under RONR: As a member of the board, you have a right to attend all meetings of the board -- and that's the entire meeting. (p. 3, lines 1-9) Also under RONR: Even though you should not vote on a question in which you have a direct personal or pecuniary interest not common to other members, you cannot be compelled to refrain from voting. (p. 407, lines 21-31). There's nothing in the book about an indirect personal interest. There may be laws applicable to your organization that say differently.

Depends on what your bylaws say, and any laws that apply. See the "pseudo-FAQ" at the top of the topics page.

If there is ambiguity, then your association will need to interpret the bylaws, by a majority vote. No one else can do it for you. For what it's worth (not much as I'm not a member of your association), the placement of the comma suggests that it applies to both methods of removal, even though this may be awkward. Also, the rest of the details suggest that there must be an opportunity for the affected director to be heard before the board makes a decision. Review pages 588-591, which give Principles of Interpretation of Bylaws. Principle 1 says: "Each society decides for itself the meaning of its bylaws." Principle 2 says: "When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning." There are others, but these two seem to be the most relevant to you. They are further explained in the pages above.

I assume some group had a vote (or unanimous consent) to cancel the fundraiser. That would be the precedent that you should consider following for the decision regarding any refunds. Whether you have the authority to do that in your bylaws depends on the exact language of your bylaws.

Depends on exactly what your bylaws say about the term. Do they have the word "successors" anywhere?

As Mr. J. says, this is a question of bylaws interpretation, which is something to be done by the Senate itself. I agree with his opinion that this qualifies as "unusual circumstances." My interpretation of your bylaws is that the officers' committee can initiate both the motion and the electronic ballot. I also like Mr. J.'s idea of informal discussion over a conference call or electronic means.

The procedure for ballot elections starts on page 439. For elections with multiple positions, such as yours, look at page 441, lines 11-24. The first sentence defines the denominator for your situation: "In an election of members of a board or committee in which votes are cast in one section of the ballot for multiple positions on the board or committee, every ballot with a vote for one or more candidates is counted as one vote cast, and a candidate must receive a majority of the total of such votes to be elected." Please note that you may not have three candidates receive a majority of the votes cast on the first ballot. What provisions do you have if you need to conduct another ballot? Also, Mr. Huynh noted that a majority is required to elect unless your rules say otherwise. Have you checked to see what your rules say, exactly?

"A motion is a formal proposal by a member, in a meeting, that the assembly take certain action. The proposed action may be of a substantive nature, or it may express a certain view ..." (RONR 11th ed., p. 27, 18-21) The resolution you cite is one example, Another is: “Resolved, That the Society congratulate its member Ernest Dunn on his novel Crestwood.” (RONR, p.273, lines 15-18) Regarding the vote on this motion: Since this is a motion "of a complimentary nature," the presiding officer may decide not to call for the negative vote, unless any member objects (p. 45, ll. 4-9). Otherwise, it is handled the same as any other motion.

Your organization is the only group that can interpret your bylaws. I'm not a member so I don't get an official say. That being said... It sounds like the board meeting you are about to have will count as a disciplinary hearing. Your Section D says you are to have written rules for such a hearing. You have told us that you don't have them. Therefore, I referred you to Chapter XX, which covers the Steps in a Fair Disciplinary Process (RONR 11th ed., p. 656). It is not clear whether your ethics committee served as what RONR would call an investigative committee or a trial committee. It sounds like you are proceeding as if the ethics committee conducted the trial and you are at the stage of what RONR calls "Assembly's review of a trial committee's findings" (p. 668, line 20 - p. 669, line 8). My advice in this situation is to ensure that your organization provided the member all the opportunities as required in the Steps as referenced above.