Atul Kapur

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.

Is this ethics committee the same as the investigative committee mentioned in Section B of the bylaws excerpt you've provided? If so, I presume that your next step is the full board meeting as provided in Section C. Did the ethics committee recommend a penalty? If there are no written rules as required by Section D, then the provisions of Chapter XX of RONR provide a way to proceed. Review them closely. No rules prohibit the member from lobbying other members prior to the meeting. There is the risk that this behaviour may backfire.

Whether you call it a board or a committee is not as important as the body's function and authority. There are many groups called committees which function as boards and therefore RONR's provisions on boards apply. An example is an Executive Committee (RONR 11th ed., p. 485, lines 14-17). Although less common (in my experience) there are bodies which are titled "boards" but which RONR would call a committee. Motions in a committee do not require a second (p. 500, lines 9-13). Motions in small boards ("a board meeting where there are not more than about a dozen members present") also do not require a second. (p. 487, lines 26-28 and p. 488, line 1).

More commonly, if you are doing it to accommodate late arrival of people who need to be there (for example, someone who is to give a report has not yet arrived), then it is usually done by unanimous consent "John is not here yet to give his report. Is there any objection to hearing Mary's report now? There being no objection, Mary, please present your report." The minutes record what was done, not necessarily when within the meeting. You can do the minutes in chronological order, but I don't think that is mandatory, unless it is necessary for the minutes to make sense.

What, exactly, do the bylaws say? You tell us that the sanctions have to be voted by the board. That is different than the board voting on the ethics committee's decision of guilt or innocence. If the bylaws just say the board votes on the sanctions, then the board does not have the authority to vote on guilt or innocence. That's why the exact wording is important. Depending on what your bylaws say and don't say, you may find that aspects of Chapter XX of RONR are relevant. For example, if the ethics committee (which appears to be serving the roles that RONR assigns to the trial committee) has recommended a penalty, then RONR says the board (or general meeting) cannot increase that penalty (RONR 11th ed., p. 669, lines 3-6). If your bylaws are silent on this topic, then these provisions of RONR would apply.

Not really, and I'm not sure how this would help you. If you have people willing to extend their terms (assuming they're not term-limited) or you have someone in the membership willing to serve as a pro-tem leader, then just elect them to the full position. If another candidate shows up during the year, then the person you elected can resign and you can fill the vacancy. Assuming your bylaws have provisions for filling vacancies. I've seen occasions where people were convinced to run "just to occupy the position until we find someone to do it permanently.'

Well, you've waited this long already. What's a little while longer.

There is an "Unofficial FAQ" at the top of the topics page which may help. I agree with your take on 1 and 2, but it depends on exactly what the bylaws say. 3 is uncharted territory. For many organizations, their bylaws are worded such that the incumbents' terms extend until their successors are elected. 4, according to RONR, is not allowed except for very specific situations. You may decide to "break the rules" for a solution and hope that you are forgiven.

I disagree that a meeting could vote to cancel a future meeting. The OP tells us that their bylaws "allow us to change the time of a meeting with a 2/3 vote of the members present at a meeting." I don't believe that a bylaws provision providing for changing the time of a meeting gives any authority to cancel a meeting. In fact, I think Principle of Interpretation 5 makes it clear that cancelling a meeting is prohibited. (RONR 11th ed., p. 590, lines 9-16)

Any member has the right to examine the bylaws. See RONR p. 459, lines 13-16 and p. 460, lines 13-17. So the question becomes, are you a member of the state council? Is your local council a member of the state council? If the answer to either question is Yes, then you have the right to examine the bylaws.

As a matter of parliamentary procedure, if an action has already been carried out, the motion cannot be rescinded. As Mr. Novosielski has stated, this doesn't prevent you from reversing the action, just not by rescinding the motion. As a practical and legal matter, you should discuss with a lawyer.

He, or any other member, can move to amend the original amendment at the meeting, provided that it fits within the scope of notice of the original amendment. The amendment to the original amendment would only require a majority vote to be adopted. After the amendment to the amendment has been decided on, you then consider the amendment to the bylaws itself. The amendment to the bylaws would require a 2/3 vote.

There is no provision in RONR to cancel a meeting. There appears to be no provision in your bylaws either. In that case, there is no way within the rules to cancel a meeting ahead of time. Even if you send this email to cancel the meeting, some people may not see it and show up. That's one of the risks of cancelling. Strictly within the rules (see next paragraph for going beyond the rules): If only a few people attend the March meeting then -- even though there is not a quorum -- you have satisfied the requirement to hold the meeting. At that meeting, without a quorum, those in attendance can simply adopt a motion to Adjourn (so the next meeting would be the April regular meeting) or a motion to Adjourn to a Future Time (to have another meeting before the April regular meeting). If you want to have the flexibility to hold a meeting prior to the April meeting, then you could adopt a meeting to Adjourn to the Call of the Chair. In that case, if circumstances improve, the Chair / Presiding Officer can call a meeting; if they don't, then the next meeting is in April. You may decide to act otherwise because you and the Captain feel this is in the best interests of your membership, even if it is not within the rules. I would suggest that you have some provision in case some members show up anyway (signage or a person at the meeting location to inform them that the meeting has been cancelled and contact information if they have questions). When you are next able to have a proper meeting, be prepared to explain your decision and the process you took to reach it. If it's reasonable, your membership should accept it. You may even arrange for a motion to Ratify the decision and actions that were taken, or, if the actions were not something that could be ratified, then a motion to Commend the people who took the actions.

The CNCA may give you some flexibility but it does depend on the exact wording of your bylaws.

Absolutely. In fact, the chair should do this if it is not a proper point of order. Otherwise, another member should raise a point of order against the first one.

What's good for the goose is good for the gander: If no votes can be held until the meeting actually begins, then no objections can be heard (or decide upon) until the meeting actually begins, either.

Note that adding a footnote would require the same notice and vote as any other amendment to the bylaws. This is analogous to the concept in RONR that even changes to captions and headings that "could have any effect on meaning" must be made by the assembly, under the rules for amending the bylaws. (RONR, p. 598, lines 31-35) It certainly sounds like the footnote is planned in order to have an effect on meaning.

Amendments to the bylaws take effect immediately upon their adoption. So, if all the other requirements for bylaws amendments such as giving previous notice of motion are are met, then it can be done in time to affect the current election. Note however that most by laws require previous notice for their amendment. Check your bylaws section on amendments. That may prevent this group from bringing up a bylaw amendment in time to effect this election.

Ah, now I understand.

I believe Mr. Martin has more completely explained my statement and that J.J. has explained my theoretical aside, which does not apply to your situation. I only added it because, where organizations use "readings," they more commonly use them just for the purpose of giving notice, not to discuss a matter at two separate meetings, as yours does.

I'm not sure how the answers to any of Guest Zev's questions changes the correct advice Mr Merritt gave.