RSW

It feels like the balloting requirement for this particular election is at least implied by B.1. No matter what you do it's almost certainly going to boil down to one of two options, which you seem to be trying to mix and match. Depending on how you interpret your bylaws (having a hard requirement for a ballot vote or not), *either* your organization can Determine that the election committee didn't do their job properly, and that you need to actually hold that ballot vote. In that case the ballots go out by mail / email per your bylaws, and must be voted upon - with all the rules specified by your bylaws and RONR for ballot votes. The fact that there's only 1 nomination for an office doesn't make anything easier in this case, other than only having one name printed on the ballot. And as Mr. Kapur notes, unless your bylaws specifically prohibit it elsewhere, write-in votes are still allowed. Nothing you've quoted above prohibits write-ins from what I can tell. Dispose of that election entirely and treat it as a vacancy. In this case, the fact that there was only one nomination *in the election you voided* is irrelevant, because it's a new election. Those candidates could all be proposed as nominees for the new election, but there wouldn't be anything to prevent other people from making nominations from the floor. In fact, "if no candidate is nominated at that meeting" pretty much explicitly indicates that the bylaws expect the nominations to be from the floor for filling of vacancies.

Is it invalid for the board to (effectively) send the vote to the full assembly if they can't reach an amicable solution? Obviously the board would have to do the actual appointment, but it would seem to me that they could easily vote to abide by the wishes of the assembly.

Unless the bylaws provide otherwise, you re-vote until there's a winner. Nobody gets the ability to cast extra votes due to a tie, but if there's a deadlock that won't break it might be wise to have some conversations about the reasons for the deadlock. Depending on your bylaws, they could also potentially decide to delegate the vote to the main assembly.

They may be simply asking the attorney for a legal opinion regarding the matter. As Mr. Lages mentioned, nothing in RONR would prohibit them from having such a meeting. And nothing would prohibit you from meeting with an attorney of your own, or even the club attorney, for a similar opinion. Assuming your bylaws don't say anything contrary, RONR provides info about trials in 63:30 (bolding mine):

Absolutely. I just found myself wondering how RONR would handle the situation - thanks for clarifying. Either way, I think that whether the council members are using *their* time or taking from the *commenter's* time could be a relevant consideration when looking at the applicable rules / law.

Would the protections in 4:31 still apply to such a person? Specifically:

Are they using the *commenter's* time to speak? If so, and if the commenter were considered to have the same rights as a member of the assembly, ignoring / interrupting / debating them or otherwise curtailing their time would seem to be a breach of RONR 4:31 unless it were for some procedurally-valid reason. Somebody wiser than I would be able to weigh in on whether somebody making public comment (who is, effectively, engaging in some manner of debate about a pending issue) and who has formally been recognized to speak by the chair is generally considered to have the same rights as a member of the assembly.

That's where I was trying to go with the suggestion that remedies may wind up being legal rather than parliamentary. Solving the problem on the floor of a meeting is ideal. Assuming the opposition is a majority, and that the chair is willing to be bound by RONR as it's actually written (as opposed to how it's written in his head) and recognize people for appropriate motions, then this situation is absolutely solvable by many of the excellent solutions given above. I would add the suggestion that the assembly could move to compel the chair / secretary / whoever has them to produce a copy of the bylaws, and distribute them to all members of the assembly. That said, I've attended meetings where it was pretty much explicitly stated beforehand that a meeting was going to follow the pre-determined agenda come hell or high water, and anything else from the floor would not be entertained. If that's the situation, and the chair is *NOT* willing to allow any business that's not pre-approved by him, whether or not it's validly introduced from the floor, then there's a Very Large Problem in play that may require authority other than the immediate the assembly. In that situation, it's helpful to remember that bylaws are a *legal* document. They supersede RONR in areas where they speak directly. And because they can occasionally provide for some bizarre and ill-advised things, this can result in a situation where the members are trying to win a game where only the chair truly knows the rules. But it also results in a situation where if a chair violates the assembly's rules by doing something - like spontaneously calling a meeting that only his friends can attend, outside of his authority to do so procedurally - there's a potential cause for legal action. I'm not a lawyer, and this forum isn't here to provide legal advice. But depending on how crazy this gets, a consult with a lawyer might be a prudent step. Just make sure you're getting your parliamentary advice from parliamentarians, and your legal advice from lawyers - not the other way around. Wishing Mr. Phillips the best of luck in remedying this thoroughly unpleasant-sounding situation!

If your bylaws provide for something, you don't need RONR to approve it as bylaws supersede rules in RONR. So as long as your bylaws say "unanimous written consent", and your organization interprets that in such a way that email works for that purpose (I don't know why they wouldn't), then it's okay. I can't recall anything (or find anything with a quick text search) in RONR about that sort of voting, and I would suspect that's because RONR applies to "deliberative assemblies". If you're all thinking about something at different times, and writing emails when it's convenient for you, that doesn't really fit the nature of a "deliberative assembly". If your ED wanted to change "unanimous consent" to "majority", then they would effectively need to propose a bylaw amendment. This feels like a Very Bad Idea to me, as something unanimous would - by definition - be the sort of thing about which a member's opinion wouldn't be swayed by debate (since there wouldn't *be* any debate). Whereas switching that to "majority" would go against RONR's overarching goal of protecting the minority's right to be heard, as the majority could just send an email instead of having to hear their case. Some of the more experienced members will almost certainly have more to say about the topic.

Given that RONR is incorporated by reference in your bylaws, your remedies may turn out to be legal rather than parliamentary if the chair is actively pulling shenanigans and won’t even pretend to follow thecrules.

Correct. I'm saying that a member can't prevent the minutes from being approved without proposing a correction. Which may be why RONR's phrasing isn't one of the chair entertaining a motion for approval, but rather “Are there any corrections to the minutes?” and “There being no corrections [or “no further corrections”] to the minutes, the minutes stand [or “are”] approved [or “approved as read,” or “approved as corrected”].” It's a nitpicky point, but I've seen goofy things like a member (who wasn't at the previous meeting) being unhappy with a decision made *at* that meeting, and arguing with the approval of the minutes, or wanting to use the approval to get into debate to re-hash something that happened - as if that made some sort of difference. Guest Nancy's wording made me wonder if that sort of thing was potentially happening in their meetings.

And if I'm understanding the rules correctly, it's not actually possible to "object" to the minutes themselves in the same way one could potentially object to a motion - only to propose a correction and/or object to a proposed correction. RONR 41:10-11:

Unanimous consent is (effectively) a method for taking a vote.

Even the Kiwanis could conceivably have an ostensible purpose in testing fire department response time, although the circumstances for doing so would be pretty esoteric. I believe that part of the reason we have RONR and parliamentary debate is so that we can have discussion about whether something is in line with a society's object. It feels premature for the chair to rule something out of order because they don't immediately see the connection. If somebody just wanted to gripe about dues without having a proposal to change them (and presumably realized there needed to be a motion on the floor to do so), moving "to replace the text 'dues for each member shall be $100 per year' with 'dues for each member shall be $100 per year' in Chapter 3, subsection 2 of the bylaws", that would almost certainly be frivolous as it would be a motion to amend the text with a null effect. "I move that the chair shut his stupid mouth for the rest of the meeting" would almost certainly be frivolous, as it's nonsensical prima facie. And even an appeal from the decision of the chair (after he rules it out of order) could logically be disallowed.

Incidentally, by my understanding a motion to "postpone definitely" or to "lay on the table" *couldn't have been made*, as it would have been out of order. RONR 40:7 seems to cover the list of things that can be done without a quorum: At the point where a meeting is adjourned to a fixed time, adjourned, recessed, etc. the motion is moved into the future automatically as Mr. Brown indicates. Even if the motion were ruled "in order" as it was narrowly construed to do the exact same thing that would be done automatically by adjourning, recessing, etc. (and thus arguably able to be considered without a quorum), it would be dilatory to debate / vote on something that's going to happen no matter what you do.

This comports with RONR 9:18: With regard to: I feel like that would still be against the corporate charter, *UNLESS* the organization typically schedules their "regular meetings" in this way, suggested in RONR 9:2: In that case it wouldn't be a "special meeting" though in the RONR sense of the term - it would be a regularly-called meeting with the main business item being the selection of delegates. Alternatively, depending on how the structure works a local bylaw could perhaps clarify / supersede the national constitution - but I think it would have to be a bylaw rather than a typical motion. That would be a question for somebody with a much more detailed knowledge than this forum allows. Personally, I would have the organization vote *well in advance* for an additional regularly-scheduled meeting to handle the election. Either that, or allow ample additional time for the election at whatever regular meeting would be happening at election time.

I think he’s arguing that 6.602 explicitly says that the delegates shall be selected at a regularly called meeting.

Are the elections being held at the same meeting? People can't be elected to an office against their will, reference RONR 46:46: so I don't see that there's nothing wrong with allowing people to decline a nomination - it's effectively a "if you elect me, I'm not going to serve" notification. It feels efficient to me. But if they're nominated, are elected, and voice no objection at the time, after the meeting would be too late to change their mind. Requiring nominees to accept a nomination is unnecessary. Not immediately objecting implies consent, provided they're present. Reasons to *not* do nominations from the floor include a more robust vetting process. If there's a nominating committee they can seek out people that are both interested *and* have the qualifications. It also makes the process a bit more streamlined to have a nominating committee, since you're not scrambling at the meeting to figure out who is going to run.

Presuming that a meeting of the membership will even be occurring. In a normal election, the election would typically be conducted, announced, and closed in a given business meeting or a multi-day session. But given that many organizations are playing very fast and loose with rules in the online environment, it feels like this online vote thing might result in an announcement of the winner via a similar method (email, etc.), at which point the candidate(s) is stated to have been elected - with no meeting being held. Given that very little seems proper about this whole course of events, I'm logically interpolating that the proper time to at least lodge the objection regarding the improper procedure *regarding the original election* would be immediately after the result of the vote is announced. Same as with a regular business meeting where you realize there's a problem. The proper time to lodge a protest of the board's authority for the new election is *immediately*, in the same sense that you'd lodge a protest in a meeting at the time the breach occurred. Either way, I agree with you that there needs to be a meeting for the *membership* to figure out what they want to do about this mess, preferably after the initial election is concluded so there can be a determination of fact regarding whether anybody was validly elected in the first election.

The committee can't see who voted for whom, but they *should* be able to get ahold of the list used for electionrunner.com and verify that the ballots were sent to (a) all eligible members, and (b) only eligible members. That's a valid question. If you discover that half the existing membership didn't get a ballot, there would be ample grounds to challenge the election on those grounds. Assuming these things are true: the first election is otherwise compliant with your bylaws the voting committee *did indeed* send the voting credentials to the entire membership, as they stated the quorum is met by EOD Thursday in the *original* election it's possible to tell clearly who the winner is I'm not sure what authority the executive committee would be operating under in holding a new election. And running a different election *at the same time as your original election* sounds like a colossally bad idea, even if the board has the authority to do it.

With the caveat that the person must actually be willing to serve.

In my experience, the chair stares at everybody with a disappointed expression and says "really? C'mon people....nobody?" You can't force somebody to serve in a role they don't want, so the issue is moot at that point, unless your bylaws absolutely require the positions to be filled - in which case you have a Very Large Problem. I saw a group completely fold once because their parent organization's requirements (incorporated by reference into the bylaws, and immutable) were that they have three officer seats filled, and they couldn't get anybody to fill them. They closed the doors rather than somebody stepping up to serve.

I'm a member of an organization that has this provision right in the bylaws - the candidate with the lowest number of votes gets dropped from the ballot, and the vote is re-taken. Repeat as necessary until somebody actually gets a majority. If this problem is anticipated, it might be a good idea to bring up amending the bylaws so that the situation doesn't actually occur.

Bylaws typically can't be suspended in the usual way, with some caveats. From RONR 25:7: You could amend the bylaws in order to allow for the suspension of the rule, but you'd want to be very specific about not only which rule, but the "how" and the "when", as mentioned above. Motions to suspend the rules are intended to help business move forward at a particular meeting, not to set aside a bylaw for half a year at a time. RONR 25:3: You'd be very well served reading the complete text of section 25 of RONR - lots of nuances and examples in there.

So in the (hypothetical) scenario where the person *only wanted* to resign their seat on the council, they would submit their resignation from the council to the separate team, presumably clarifying that they wished to not be on the council, but still be part of the separate team?