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Executive Director


Guest Michelle Card
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My organization's Bylaws state "SECTION 3.  Rules of Order.  Meetings of members and meetings of the Board of Directors shall be governed by the rules contained in Robert’s Rules of Order Revised, in all cases which such rules are applicable and are not inconsistent with the Articles of Incorporation, this Code of By-Laws, or any special rules of order adopted by the Board of Directors."

Our Policies and Procedures state "The Board under special circumstances may vote via e-mail if documented on paper.  If there is one objection, or a member cannot be contacted, the vote will take place at the next board meeting. (March, 2008)"

Are the Policies in Procedures in compliance?

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24 minutes ago, Guest Michelle Card said:

. . . . Are the Policies in Procedures in compliance?

 

No, not technically.  Authority to vote by email or by any other means of absentee voting must be authorized in the bylaws.  Here is what RONR says about it on page 423:  "ABSENTEE VOTING. It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting."

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11 minutes ago, Guest Michelle Card said:

I am in agreement and thank you for your response. 

Michelle, some things in parliamentary law, such as provisions which must be in the bylaws in order to be effective, are NOT effective if contained in a lower ranking document such as a policies and procedures manual.

The requirement that absentee voting be authorized in the bylaws is one such provision.  Putting it in a policies and procedures manual just doesn't cut it.

However, you might have a lifeline: if your organization is incorporated or otherwise subject to state law procedural statues, such as a homeowner association, state law MIGHT permit absentee (or email) voting unless prohibited in the bylaws. 

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8 minutes ago, Richard Brown said:

Michelle, some things in parliamentary law, such as provisions which must be in the bylaws in order to be effective, are NOT effective if contained in a lower ranking document such as a policies and procedures manual.

The requirement that absentee voting be authorized in the bylaws is one such provision.  Putting it in a policies and procedures manual just doesn't cut it.

However, you might have a lifeline: if your organization is incorporated or otherwise subject to state law procedural statues, such as a homeowner association, state law MIGHT permit absentee (or email) voting unless prohibited in the bylaws. 

I think it could be argued that adopting RONR as the parliamentary authority is effectively a prohibition against e-mail voting unless elsewhere permitted in the bylaws.

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1 hour ago, Gary Novosielski said:

I think it could be argued that adopting RONR as the parliamentary authority is effectively a prohibition against e-mail voting unless elsewhere permitted in the bylaws.

I think this is true only if RONR is adopted as the parliamentary authority by a provision in the bylaws. This is why the footnote on page 16 is worded as it is.

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Guest Who's Coming to Dinner

Is no one paying attention to the bylaw quoted in the OP? It clearly says that RONR yields to any special rule of order adopted by the board. To me, that means not just in the sense that RONR authorizes the adoption of such rules, but in all cases whatsoever.

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4 minutes ago, Guest Who's Coming to Dinner said:

Is no one paying attention to the bylaw quoted in the OP? It clearly says that RONR yields to any special rule of order adopted by the board. To me, that means not just in the sense that RONR authorizes the adoption of such rules, but in all cases whatsoever.

Yes, we read it.

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19 minutes ago, Guest Who's Coming to Dinner said:

Is no one paying attention to the bylaw quoted in the OP? It clearly says that RONR yields to any special rule of order adopted by the board. To me, that means not just in the sense that RONR authorizes the adoption of such rules, but in all cases whatsoever.

The cited rule does not seem very different from the rule RONR suggests.

"The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.”

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3 hours ago, Guest Who's Coming to Dinner said:

The e-mail voting provision is an adopted rule of order and thus supersedes RONR according to the quoted bylaw.

 

1 hour ago, Guest Who's Coming to Dinner said:

Is no one paying attention to the bylaw quoted in the OP? It clearly says that RONR yields to any special rule of order adopted by the board. To me, that means not just in the sense that RONR authorizes the adoption of such rules, but in all cases whatsoever.

 

GWCTD, you might read about fundamental principles of parliamentary law on page 263 at lines 15-24 and also on page 423 at lines 17-25.

The provisions in RONR about voting being limited to persons who are physically present in a meeting are not just rules conjured up by General Robert which can be superseded by an organization's special rules of order, but are fundamental principles of parliamentary law that cannot be suspended or changed by a special rule of order or a policy and procedures manual, but rather any exceptions to the "in person only" voting requirement must be set out in the bylaws or mandated by state law.

Guest Michelle Card's "policies and procedures" manual cannot accomplish that.  It must be in the bylaws.

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7 hours ago, Daniel H. Honemann said:

I think this is true only if RONR is adopted as the parliamentary authority by a provision in the bylaws. This is why the footnote on page 16 is worded as it is.

Oh, I guess I was assuming that was the way it would normally be done, but that's a good point,

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Special rules of order are on a par with bylaws, but standing rules are not.  So:  are "Policies and Procedures" special rules of order or simply standing rules?  If the latter, then no e-mail voting is allowed.  However, if the "Policies and Procedures" are (or contain) pertinent special rules of order, then e-mail voting is allowed.  I'm leaning toward this latter interpretation, and so I would then side with GWCD.

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1 hour ago, Transpower said:

Special rules of order are on a par with bylaws...

Where do you get this idea? The bylaws supersede special rules of order.

"Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one." (RONR, 11th ed., pg. 14)

1 hour ago, Transpower said:

However, if the "Policies and Procedures" are (or contain) pertinent special rules of order, then e-mail voting is allowed.  I'm leaning toward this latter interpretation, and so I would then side with GWCD.

As noted above, the society has adopted RONR as its parliamentary authority in its bylaws, and RONR specifically provides that rules authorizing absentee voting must be expressly stated in the bylaws. See also the footnote on pg. 17: "However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule."

Therefore, based on the facts provided, it appears to me that the rule in the policies and procedures manual on this subject is certainly null and void. If the organization wishes to provide for e-mail voting by the board, it will be necessary to amend the bylaws. (As others have noted, there might also be a provision in applicable law on this subject.)

 

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Josh:  See RONR (11th ed.), p. 580, ll. 9-14, which states in the sample bylaws--"The rules contained in the current edition of...[specifying a standard manual of parliamentary practice, such as this book] shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adop."  So my question, was this rule given by the OP adopted by a 2/3 vote or by majority vote?  If it was adopted by 2/3 vote, then I have to assume that it's a special rule of order and therefore trumps RONR.

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2 hours ago, Transpower said:

Josh:  See RONR (11th ed.), p. 580, ll. 9-14, which states in the sample bylaws--"The rules contained in the current edition of...[specifying a standard manual of parliamentary practice, such as this book] shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt." 

That bolded notes that both bylaws and special rules supersede RONR where there there is a conflict.  If a special rule  set debate at one speech of 5 minutes, that would supersede the debate rules in RONR.  If that debate rule was put in the bylaws, it would supersede the debate rules in RONR.    It doesn't say that bylaws and special rules are "on par" with each other, just that the supersede anything in the special rules or bylaws that conflicts with the parliamentary authority. 

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3 hours ago, Transpower said:

Josh:  See RONR (11th ed.), p. 580, ll. 9-14, which states in the sample bylaws--"The rules contained in the current edition of...[specifying a standard manual of parliamentary practice, such as this book] shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adop."  So my question, was this rule given by the OP adopted by a 2/3 vote or by majority vote?  If it was adopted by 2/3 vote, then I have to assume that it's a special rule of order and therefore trumps RONR.

How do you reconcile that interpretation with these rules?

"ABSENTEE VOTING. It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting."

"However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule."

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19 hours ago, Josh Martin said:

See also the footnote on pg. 17: "However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule."

I suppose that's in the deluxe edition. It's on page 16 in mine. :)

And by the way, this footnote isn't actually the statement of a rule so much as it is a statement of fact. What it says is simply true, and it was true even before the footnote was added in the 11th edition for purposes of clarity.

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On 9/15/2017 at 2:25 PM, Gary Novosielski said:

I think it could be argued that adopting RONR as the parliamentary authority is effectively a prohibition against e-mail voting unless elsewhere permitted in the bylaws.

 

On 9/15/2017 at 3:40 PM, Daniel H. Honemann said:

I think this is true only if RONR is adopted as the parliamentary authority by a provision in the bylaws. This is why the footnote on page 16 is worded as it is.

There's no indication that there is some statute in this case that authorizes the board to allow email voting, so I think this branch of the discussion may not be relevant (and probably couldn't be resolved here even if it were).

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17 minutes ago, Shmuel Gerber said:

 

There's no indication that there is some statute in this case that authorizes the board to allow email voting, so I think this branch of the discussion may not be relevant (and probably couldn't be resolved here even if it were).

I'm afraid you've lost me here. I didn't think those two quotes were related in any way to the existence or nonexistence of any statute.

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