rbk

Clarification to my original question: Your FAQ says that an "ex-officio member... has all of the rights and privileges of membership, including the right to vote. [RONR (12th ed.) 49:8–9, 50:16.]" However in my organization, our bylaws prohibit ex-officio members from voting.

Is a nonvoting (ex officio) board member allowed to make motions at board meetings for voting members to consider? I see nothing in our bylaws that would prohibit doing so.

Here is the relevant section of the bylaws: 16.2. Procedure for Delinquent Members The names of the Department Regular, Probationary, and Administrative members who have not paid their annual dues at or before the Regular Meeting in January shall be read by the Treasurer at that meeting and a list of such names shall be posted on the bulletin board in the Volunteer Office of the station by the Treasurer. Any members who have failed to pay their dues at or before the Regular Meeting in February shall be automatically suspended from membership. A dues payment from any suspended member shall automatically restore a suspended member’s membership. Notwithstanding the foregoing, if such failure to pay dues continues up to the beginning of the Regular Meeting in March, then such members will be dropped from the membership rolls for failure to pay dues. The Secretary shall provide written notice to any member who is dropped from the membership rolls as set forth above.

Our group's bylaws state: "The names of the Department members who have not paid their annual dues at or before the Regular Meeting in January shall be read by the Treasurer at that meeting...." At our January meeting, the Chair reminded members to pay their dues, but the Treasurer neglected to read the names of delinquent members, and no one noticed. Reading the names of delinquent members is the first step in a process: in February, delinquent members are suspended from the Department, and in March, they're dropped. Is there anything we need to do about the mistake? Do we suspend delinquent members in February, per the bylaws?

My group's bylaws require secret ballots for elections, with one exception: "...if a nominee is unopposed for a particular office, a motion may be made and seconded that the Secretary cast a unanimous ballot for the unopposed nominee. If the motion passes, the Secretary shall cast the said unanimous ballot for the unopposed nominee and the nominee shall be deemed elected to office." RONR (12th ed.) 4:58 advises that when "there seems to be no opposition in routine business," unanimous consent may be used to save time. Does unanimous consent meet the bylaw requirement of making and seconding a motion? Could the Chair assume the motion by saying, "Our bylaws describe a procedure we may follow to elect unopposed nominees to office. The question before us is whether the Secretary shall cast a unanimous ballot for unopposed nominee Jane Doe for the office of Treasurer. Without objection... the nominee is elected." (If there is better wording, please let me know.)

"Persons elected to these offices shall serve for a term of one year, or until their successors have been duly elected."

My original question now boils down to this: What do we do if we can't fill (in a timely manner) an office that the bylaws say must be filled? What does "the election continues until the position is filled" mean in practice? Must the election end before we can do anything else? Can we adjourn the meeting and continue the election at our next meeting?

So not filling the office is not an option? Our bylaws say that "the election of the president... shall be held at the Annual Meeting," but they don't explicitly say that the position shall be filled.

Our bylaws say that "the election of the president... shall be held at the Annual Meeting." To be qualified to run for that office, you must meet certain requirements, e.g., you must have been a member of the organization for at least 5 years. There is a provision in our bylaws that allows members to waive the years-of-service requirement with a majority vote by ballot. What would our organization do if our only candidate for president needed a years-of-service waiver but did not get it?

Using the hypothetical above, if instead of 40 in attendance at the meeting there were 30 or 20, could the chair presume a quorum is present? Is the presumption solely the chair's prerogative? Even though "a point of order relating to the absence of a quorum is generally not permitted to affect prior action" (40:12), you wrote that "40:12 does not completely protect against a Point of Order being raised regarding the absence of a quorum." What problems might arise if minutes are approved and later the recorded attendance shows that a quorum is not present (i.e., the presumption might not have been correct)?

I should have mentioned this sooner, to help explain why it takes us so long to know if we have a quorum. Not all of our members meet the qualification requirements in our bylaws to count towards a quorum. Currently in our organization, only about half of our members are qualified members. Imagine that an organization with 100 total members, 50 "qualified" members, and a quorum requirement of 10 held a meeting with 40 members present. Could the chair observe the large group, "believe" there must be at least 10 qualified members present, and proceed with business, knowing that any member may ask for a quorum call?

Ohm's law is so much easier than parliamentary law. That's my current opinion, but I'd be shocked if it changes.

RONR 40:11 says it's the chair's "duty to determine... that a quorum is present." Wouldn't due diligence require him to do a headcount?

Yes. RONR is the gold standard IMO. I strayed from it because I thought the Senate had a better quorum rule for my organization and our bylaws allow us to use any rule book. But I would imagine that what I cited in RONR is general parliamentary law, or at least common to other recognized parliamentary authorities. Correct. Is that a worry? Doesn't RONR 40:12 offer protection against such disputes? "...a point of order relating to the absence of a quorum is generally not permitted to affect prior action...." You bet! It's required by our bylaws.

No. We rarely have parliamentary questions. When those questions arise, they are usually a matter of bylaw interpretation and are settled pretty easily. Our regular meetings are mostly informational. The only business I can think of that we conduct at regular meetings is approving minutes, electing members and officers, and, rarely, amending the bylaws. The Board of Trustees does our other business at board meetings.

Sorry, I didn't express myself properly. Our bylaws do not adopt a parliamentary authority. RONR (12th ed.) 2:19 says that when an assembly or society does not adopt rules of order, "a recognized parliamentary manual may be cited under such conditions as persuasive." So per RONR guidance, I cited a recognized parliamentary manual (used by the US Senate) as persuasive. Similarly, I could have cited RONR as persuasive. Whether either of those parliamentary authorities persuades is a different matter. I appreciate your question about why it can take us so long to know whether we have a quorum. If we made it a high priority to count heads quickly, we could get that information faster. But with virtual meetings and many members showing up close to the meeting's start time, waiting for quorum verification will delay the start of our meeting no matter what we do. And since the delay would be for a perfunctory order of business, approving the minutes, the delay seems unnecessary and should be avoided if possible. I'm new to the subject of parliamentary procedure, so I appreciate the help this forum provides.

My organization's bylaws do not adopt rules of order. I think the omission was deliberate because our bylaws look like they were written by someone familiar with parliamentary procedure (probably a lawyer). To my knowledge, the omission hasn't caused us any significant problems in the last 100 years (since our founding). Despite the warnings in RONR about not adopting rules, I'm not inclined to consider changing the bylaws — the saw "if it ain't broke, don't fix it" applies, especially since I'm likely the only person in the organization who knows that not adopting rules is asking for trouble. The flexibility (as I see it) of not adopting rules of order may be advantageous for us. For example, it can take us up to 10 minutes to know if we have a quorum. Since we approve minutes at the start of our meetings, we could speed things up if we follow the Senate rule that "presumes that a quorum is present unless the contrary is shown by a roll call vote or quorum call." Approving the minutes is perfunctory — members receive a draft of the minutes long before the meeting and have ample time to suggest changes — so why not presume a quorum, approve the minutes, and move on with the show? The only body I know of that allows the presumption of a quorum is Congress. I have a copy of RONR nearby — it's comforting for me to know that RONR allows my organization to follow Senate quorum rules.

My question relates to RONR (12th ed.) 2:18. Can Senate rules be cited as persuasive when an organization’s adopted parliamentary authority is silent?

Our bylaws say that proposed bylaw amendments "shall be read at the Regular Meeting, unless such reading is waived by majority voice vote." If a proposed amendment was emailed to all members in advance, may the chair announce that it was read and waive its reading without having a voice vote? My scenario seems similar to RONR (12th) 41:9 — you don't have to read minutes at a meeting if "copies of the minutes... are sent to all members in advance."

RONR in Brief (3rd ed.) concisely lists the rules governing an assembly, from highest to lowest in authority (law, corporate charter,...). I'd like to cite that information in a paper I'm writing using the original source, RONR (12th ed.), but I'm having trouble finding it there — the closest I can come is RONR §2. Can you provide the citation I'm looking for? Thanks.

Our bylaws do not require monthly meetings of the Board of Trustees, but we've had such meetings for as long as anyone can remember. The president of our organization canceled our customary monthly meeting in March without objection (to put it mildly). RONR does not cover minutes for such a (nonexistent) meeting, but I feel like there should be minutes created for the canceled meeting so Board members can easily see what happened — to avoid possible confusion in the future about missing minutes. Can the secretary create minutes for a canceled meeting? If so, what might they look like? The president conducted some business in March via email that would have been conducted at the meeting if there were one. Could that business be included in such a document? The treasurer emailed a monthly report to the Board that's usually included in the minutes. Can that report be included too?

Here is the entire section of our bylaws that prescribes a quorum: 10.5. Quorum and Voting Rights Ten (10) or more Regular or Life Members qualified to vote shall constitute a quorum for voting. Alternatively, if there are fewer than twenty (20) Regular or Life Members qualified to vote, then at least fifty percent (50%) of said members shall constitute a quorum for voting. Administrative Members shall have only those voting rights as are expressly set forth in these bylaws. Probationary Members shall not have any voting rights whatsoever. When permitted to vote, each member shall have one vote and proxy voting shall not be permitted. Here's an example of business that I believe is not a vote: Our bylaws ask prospective members to present an initial application reading, and a month later, a final application reading followed by a membership election. I thought the initial reading is business that doesn't involve voting. Am I correct to assume from your question that you consider approval of minutes (by unanimous consent) a vote? I wasn't sure. I appreciate your help.

My organization's bylaws define a voting quorum, not a quorum. How do we determine whether we have a quorum for business that is not a vote? Must we default to the parliamentary rule that if a quorum is not defined, a quorum is "a majority of the number of voting members"?