Nominations - Voting procedure when there is a nomination from the floor in addition to a slate nominated by the Board

[Guest Ken Hatcher]

Does this voting procedure for members of the Search committee pass muster? The Board has nominated a slate of 7 individuals for the 7-member committee as provided in the bylaws. The bylaws also allow nominations from the floor (after consent by the nominee). If there are nominations from the floor, the vote will be first regarding the slate nominated by the Board. Persons who oppose one or more of the nominees in the slate are to vote "no" to the slate. If the slate receives a majority approval there will be no further consideration of any nominee from the floor.

[Dan Honemann]

On 3/18/2023 at 10:16 AM, Guest Ken Hatcher said:

Does this voting procedure for members of the Search committee pass muster? The Board has nominated a slate of 7 individuals for the 7-member committee as provided in the bylaws. The bylaws also allow nominations from the floor (after consent by the nominee). If there are nominations from the floor, the vote will be first regarding the slate nominated by the Board. Persons who oppose one or more of the nominees in the slate are to vote "no" to the slate. If the slate receives a majority approval there will be no further consideration of any nominee from the floor.

This is definitely not the way to do it according to Robert's Rules.

Do your bylaws say anything at all concerning these elections?  Do they call for a ballot vote?

[Gary Novosielski]

On 3/18/2023 at 10:16 AM, Guest Ken Hatcher said:

Does this voting procedure for members of the Search committee pass muster? The Board has nominated a slate of 7 individuals for the 7-member committee as provided in the bylaws. The bylaws also allow nominations from the floor (after consent by the nominee). If there are nominations from the floor, the vote will be first regarding the slate nominated by the Board. Persons who oppose one or more of the nominees in the slate are to vote "no" to the slate. If the slate receives a majority approval there will be no further consideration of any nominee from the floor.

If the rules in RONR apply, the Board may not propose a slate at all.  You don't say, but I have to assume that your bylaws authorize the Board to do this.  Ordinarily this would be done by a Nominating Committee, reporting to the membership, independent of the board and most particularly of the president. 

Also, RONR does not provide for voting Yes or No on a "slate" of candidates. The nomination report to the membership is a list of nominees, not an indivisible "slate", and the membership is free to vote on each office independently.  If additional nominees are named from the floor, these are added on an equal basis with the reported list of nominees, before any votes are cast.

For offices which, at that point, have more than one nominee, elections will be required.  In fact, if the bylaws require a ballot vote without an exception for unopposed nominees, then ballot votes are required for all offices.  Ballots, where used, must include the ability to write in eligible persons who have not been nominated.

So you'll need to carefully go over your bylaws, and see how they change the default procedures in RONR.  If what you describe is what the bylaws say, then those changes are fairly major ones.

[Guest Ken Hatcher]

The bylaws read in pertinent part: "A slate of candidates for the Committee shall be nominated by the Board of Trustees and present at a called meeting of the Congregation, where a majority of Members present and voting shall elect the Committee members. The list of nominated members shall be included in the call for the meeting. Additional nominations may be made from the floor, with the prior concurrence of the nominees." The bylaws do not address the manner of voting. The Board has published its "slate". The Board had solicited suggested names and vetted all. The special committee will have two years of work. The Board does not think there will be nominations from the floor but if there are, perhaps there will be only one or two from the floor. In the absence of any guidance from the bylaws, the Board has decided if there are no nominations from the floor, there will be a raised-hands vote on the "slate" as a slate. If there is a nomination from the floor, the Board has decided that the Congregation will vote first on the "slate". The Congregation will be advised that if they want one of the nominations from the floor, they should vote "no" in the vote on the "slate". If the vote on the "slate"  receives a majority vote by "raising hands", the "slate" will be deemed elected and will comprise the 7-member committee. If the "slate" does not receive a majority, the subsequent vote will be by ballot - listing the 7 Board-nominated candidates with a space to write in the nominations from the floor. Is the Board's voting procedure acceptable under RONR? (I have recommended a ballot vote if there are any nominations from the floor. This was not accepted by the Board.)

[Josh Martin]

On 3/19/2023 at 2:56 PM, Guest Ken Hatcher said:

In the absence of any guidance from the bylaws, the Board has decided if there are no nominations from the floor, there will be a raised-hands vote on the "slate" as a slate. If there is a nomination from the floor, the Board has decided that the Congregation will vote first on the "slate". The Congregation will be advised that if they want one of the nominations from the floor, they should vote "no" in the vote on the "slate". If the vote on the "slate"  receives a majority vote by "raising hands", the "slate" will be deemed elected and will comprise the 7-member committee. If the "slate" does not receive a majority, the subsequent vote will be by ballot - listing the 7 Board-nominated candidates with a space to write in the nominations from the floor. Is the Board's voting procedure acceptable under RONR? 

I concur with my colleagues that this manner of voting is improper, unless the bylaws provide for it (which they do not). The proper methods of voting for the election you have described are as follows:

Ballot Vote (recommended): After nominations from the committee and from the floor have been completed, ballots are distributed and members may vote for up to seven eligible persons of their choice. Members are not limited to voting for persons who have been nominated. After voting, the ballots are counted by tellers. Those persons who are marked on a majority of the non-blank ballots are elected. In the event fewer than seven persons have been elected, additional rounds of voting are held for the remaining positions until all seven have been filled.

Voice Vote (permissible, but not recommended): The assembly votes by voice (with a rising vote and counted rising vote taken in the event of uncertainty as to which side has the majority) for each candidate, voting "yes" or "no," in the order nominated. A majority vote is required for election. The election ends after seven candidates are elected. This method of voting is not ideal, as it requires members to vote against earlier candidates if they prefer a later candidate, which can be confusing.

In any event, it is certainly not proper to vote on the "slate" as a whole. Furthermore, the board has no authority to make a decision on the voting method to be used by the congregation - only the congregation may make that decision.

It sounds like the "back-up plan" proposed by the board is consistent with the recommended voting of RONR. The difference is that the assembly should skip straight to that, rather than first voting on the "slate" as a whole.

Edited March 19, 2023 at 08:06 PM by Josh Martin

[Gary Novosielski]

On 3/19/2023 at 3:56 PM, Guest Ken Hatcher said:

The bylaws read in pertinent part: "A slate of candidates for the Committee shall be nominated by the Board of Trustees and present at a called meeting of the Congregation, where a majority of Members present and voting shall elect the Committee members. The list of nominated members shall be included in the call for the meeting. Additional nominations may be made from the floor, with the prior concurrence of the nominees." The bylaws do not address the manner of voting. The Board has published its "slate". The Board had solicited suggested names and vetted all. The special committee will have two years of work. The Board does not think there will be nominations from the floor but if there are, perhaps there will be only one or two from the floor. In the absence of any guidance from the bylaws, the Board has decided if there are no nominations from the floor, there will be a raised-hands vote on the "slate" as a slate. If there is a nomination from the floor, the Board has decided that the Congregation will vote first on the "slate". The Congregation will be advised that if they want one of the nominations from the floor, they should vote "no" in the vote on the "slate". If the vote on the "slate"  receives a majority vote by "raising hands", the "slate" will be deemed elected and will comprise the 7-member committee. If the "slate" does not receive a majority, the subsequent vote will be by ballot - listing the 7 Board-nominated candidates with a space to write in the nominations from the floor. Is the Board's voting procedure acceptable under RONR? (I have recommended a ballot vote if there are any nominations from the floor. This was not accepted by the Board.)

Based on that quote from the bylaws, once the board has published its list of nominees, its work is done. 

By what authority to they insert themselves into the process of the election beyond that moment?  This is not a board meeting, this is a meeting of the Congregation, and the Congregation settles all questions of how the voting takes place. 

The Board has no business "deciding" anything, especially as these decisions appear to violate the bylaws, and if not, to certainly violate the rules in RONR.  It is sometimes worth a reminder that a Board is intended to be a subordinate body to a Congregation, not the ruling power.

Edited March 19, 2023 at 08:20 PM by Gary Novosielski

[Atul Kapur]

On 3/19/2023 at 3:56 PM, Guest Ken Hatcher said:

the Board has decided ..., the Board has decided that the Congregation will .... Is the Board's voting procedure acceptable under RONR? (I have recommended .... This was not accepted by the Board.)

These are not decisions for the board to make. The board may recommend that the congregation proceed in a particular manner, but the congregation decides. 

You could make a motion at the congregation's meeting that the election be conducted following RONR. You could make a motion at the congregation's meeting that a ballot vote be conducted (whether or not there are nominations from the floor). These are valid motions, no matter what the board has previously "decided," and the congregation would decide how it wishes to proceed, by voting on your motions.

Be aware, however, that it is quite likely that the congregation will follow the advice of the board, so you will want to have your arguments ready as to (i) why this is the better way to proceed, and (ii) that the congregation is not obligated to follow the recommendations of the board, which is its subordinate body rather than its ruling body. 

[Guest Ken Hatcher]

Thank you. They asked me to be parliamentarian at the meeting next Sunday. I gave my advice (ballot vote) and they decided as described. I will try to persuade them otherwise but I don't feel comfortable making a motion as a member.

[Gary Novosielski]

On 3/19/2023 at 5:57 PM, Guest Ken Hatcher said:

Thank you. They asked me to be parliamentarian at the meeting next Sunday. I gave my advice (ballot vote) and they decided as described. I will try to persuade them otherwise but I don't feel comfortable making a motion as a member.

You keep saying "they decided".  They cannot decide, unless you let them get away with it. Stop trying to persuade them, and start trying to persuade your fellow members.

If your comfort is more important, though, then I suppose whatever happens is okay with you.   It's all the same to me.

[Josh Martin]

On 3/19/2023 at 6:36 PM, Gary Novosielski said:

You keep saying "they decided".  They cannot decide, unless you let them get away with it. Stop trying to persuade them, and start trying to persuade your fellow members.

If your comfort is more important, though, then I suppose whatever happens is okay with you.   It's all the same to me.

I think this is more than a bit unfair to the OP. We are told that the OP will be serving as the assembly's parliamentarian. As a result, it would not be proper for the OP to speak in debate or make motions on this matter, and the OP is quite right to feel "uncomfortable" in doing so.

"A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair's prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion." RONR (12th ed.) 47:55

If the OP continues to serve as parliamentarian, the only option available will be to continue to quietly advise the chair on this matter and attempt to persuade the chair of the proper course of action. In the alternative, if the OP intends to openly confront the chair on this matter, then the OP should resign from the position of parliamentarian, so that the chair and the board can appoint a new person they have confidence in. If the OP is no longer serving as parliamentarian, he would then be free to make motions and speak in debate on this matter, and could be prepared to raise a Point of Order and Appeal if necessary.

[Guest Ken Hatcher]

Because the bylaws refer to a "slate" which is not used in RONR, I have a subsequent question that concerns the ranking of the governing authorities discussed in RONR 2.  The Bylaws have a higher rank than Rules of Order (parliamentary procedure). At RONR 2:12 in reference to bylaws it is asserted "Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one." What then is the Society's responsibility when the bylaws introduce a concept not contemplated by RONR such as a "slate" of nominees. RONR appears to treat nominees, even if presented by a nominating committee , 46:9, as individual candidates. Specifically, the voting procedure described in 46:38, 46:39 and 46:40 which applies when there are multiple nominees for "identical offices in the nature of a single office held by more than one person...", treats all candidates as separate votes. In the case "sub judice", the Board considers its "slate" to have been presented for consideration as a "block". In the Board's estimation its block of nominees would be modified only if the society's members deny the "slate" a majority vote. By this reasoning wouldn't the Board have authority to develop its own voting procedure?  In short by using the word "slate" in the bylaws, doesn't the Board have plenary authority to fashion a rule of order - or voting procedure - having precedence over Robert's Rules (which are adopted in the bylaws)?

[Josh Martin]

On 3/19/2023 at 8:14 PM, Guest Ken Hatcher said:

By this reasoning wouldn't the Board have authority to develop its own voting procedure?  In short by using the word "slate" in the bylaws, doesn't the Board have plenary authority to fashion a rule of order - or voting procedure - having precedence over Robert's Rules (which are adopted in the bylaws)?

No, for two reasons.

• While it is of course correct that the bylaws take precedence over RONR, it is a tremendous stretch, in my view, to conclude that the use of the word "slate," in and of itself, is sufficient to justify wholesale replacement of the voting procedures in RONR. I would note that the word "slate" is ambiguous. While it can potentially mean voting on a group of candidates as a block, it can also simply mean a list of candidates. I would not reach the conclusion that the bylaws require (or even allow) voting on a group of candidates as a block unless there is more in the bylaws to base this conclusion on.
• The board has no authority to develop a voting procedure in this matter, because the board has no authority to adopt rules governing the proceedings of the congregation's meetings. Only the congregation has that power. Even to the extent that there was a need to develop a separate voting procedure (and I am not persuaded there is), that decision would be up to the congregation. At best, the board could make a recommendation in this matter.

[Gary Novosielski]

On 3/19/2023 at 9:14 PM, Guest Ken Hatcher said:

Because the bylaws refer to a "slate" which is not used in RONR, I have a subsequent question that concerns the ranking of the governing authorities discussed in RONR 2.  The Bylaws have a higher rank than Rules of Order (parliamentary procedure). At RONR 2:12 in reference to bylaws it is asserted "Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one." What then is the Society's responsibility when the bylaws introduce a concept not contemplated by RONR such as a "slate" of nominees. RONR appears to treat nominees, even if presented by a nominating committee , 46:9, as individual candidates. Specifically, the voting procedure described in 46:38, 46:39 and 46:40 which applies when there are multiple nominees for "identical offices in the nature of a single office held by more than one person...", treats all candidates as separate votes. In the case "sub judice", the Board considers its "slate" to have been presented for consiOderation as a "block". In the Board's estimation its block of nominees would be modified only if the society's members deny the "slate" a majority vote. By this reasoning wouldn't the Board have authority to develop its own voting procedure?  In short by using the word "slate" in the bylaws, doesn't the Board have plenary authority to fashion a rule of order - or voting procedure - having precedence over Robert's Rules (which are adopted in the bylaws)?

Of course not.

[Richard Brown]

Ultimately, the question whether the word “slate” as used in the bylaws means “a list of individual nominees” or a true “slate” to be voted on up or down as a group is a matter of bylaws interpretation, something only the members of the organization can do. Each society must interpret and decide the meaning of its own bylaws, but should do so using the principles of interpretation in RONR. 56:68 RONR (12th ed.).

[Gary Novosielski]

I've done a quick check of a dozen or so online dictionaries, and those that get past the metamorphic rock concept define slate as a list of people or names for nomination or election; a group of candidates of a political party all running for office; a group of people running together for election and the like.

None of the definitions imply that a slate is elected by a single vote.

And I did not see anything in the bylaws quoted that would lead me to believe that a slate is any different in this context.  The board seems to be the only group who believes a single vote is in order, and I see nothing in the bylaws to support it.

[Guest Ken HaItcher]

I read 46:30 as giving permission for the Congregation to approve treating the "slate" of Board nominees as a block: "In the absence of a rule establishing the method of voting, the rule that is established by custom, if any, is followed, unless the assembly, by adoption of an incidental motion or incidental main motion, agrees to do otherwise." 1: is this correct?  If this is a correct reading of 46:30, then the question is not whether RONR prohibits considering the Board's slate as a block but rather the question is whether the assembly can approve it. It seems clear the Board can propose the voting method but it is the assembly that decides. 2: Am I correct? The Board believes it can determine the voting procedure. (I had looked in Webster's and found meaning #5 that slate is a "list" of candidates with no alternative connotation of "block."}

[Richard Brown]

On 3/22/2023 at 11:37 AM, Guest Ken HaItcher said:

I read 46:30 as giving permission for the Congregation to approve treating the "slate" of Board nominees as a block: "In the absence of a rule establishing the method of voting, the rule that is established by custom, if any, is followed, unless the assembly, by adoption of an incidental motion or incidental main motion, agrees to do otherwise." 1: is this correct? 

I do not interpret it that way.  The problem is that the rules in RONR, which govern unless you have a rule to the contrary, provide the procedures for a nominating committee and for its report and how additional nominations from the floor are to be handled.  The procedure your board wants to use is at variance with the written rules in RONR.

When 46:30 refers to methods of voting, it is referring to the manner of actually taking votes, such as by secret ballot, roll call, viva-voce, black and white balls, etc.  It is not referring to such things as the method prescribed in RONR for handling the report of the nominating committee and accepting nominations from the floor.  That is specifically provided for in RONR.  RONR does permit some latitude, such as whether to vote on all positions at once or to vote for them one by one and whether to open (or re-open) the floor for nominations between elections for different offices, but what your board is proposing goes beyond that and directly contradicts the method provided for in RONR.

To do what your board is proposing regarding voting on the nominating committee report as a "slate" before considering any other nominees would require the adoption of a special rule of order or the suspension of the rules because it directly conflicts with the procedure set out in RONR for how to handle the report of a nominating committee.  The rules in RONR do prohibit first voting on the report of the nominating committee "as a block" before considering other nominees from the floor.

 

 

 

 

[Josh Martin]

On 3/22/2023 at 11:37 AM, Guest Ken HaItcher said:

I read 46:30 as giving permission for the Congregation to approve treating the "slate" of Board nominees as a block: "In the absence of a rule establishing the method of voting, the rule that is established by custom, if any, is followed, unless the assembly, by adoption of an incidental motion or incidental main motion, agrees to do otherwise." 1: is this correct? 

No, I would not agree with this interpretation. The entirety of 46:30 reads as follows:

"In an assembly or organization that does not have a rule or established custom prescribing the method of voting in elections, the voting can be by any of the accepted methods. While some form of election by ballot is generally appropriate in organized societies, each assembly should adopt—and each society should prescribe in its bylaws—the procedure best suited to its purposes and needs. Where there is no determining rule, a motion to fix the method of voting (or any other detail of nomination or election procedure) is an incidental main motion if made before the election is pending, or an incidental motion if made while the election is pending (30, 31). Such a motion can be offered containing a blank so that different methods are voted on in succession; or the chair can take votes on the methods in this way, assuming the motion, if no member objects. In the absence of a rule establishing the method of voting, the rule that is established by custom, if any, is followed, unless the assembly, by adoption of an incidental motion or incidental main motion, agrees to do otherwise." RONR (12th ed.) 46:30, emphasis added

So I would read this as providing that an assembly may choose to vote by ballot or by voice vote, for instance, or choose from among the various options provided in RONR for a ballot vote. I would not read it as blanket permission for the assembly to conduct the election in whatever manner it chooses.

In the event the organization insists on voting in this manner, I suppose it could be done by adopting a special rule of order. This requires a 2/3 vote with previous notice, or a vote of a majority of the entire membership. In the alternative, the rule could be adopted to be applicable for only the current meeting by a 2/3 vote. (It would also be permissible to amend the bylaws, but I imagine it is not practical to do that in a timely manner.) I would not advise adopting such a rule, but the congregation may do so if it wishes. The board could, if it wishes, propose such a rule.

On 3/22/2023 at 11:37 AM, Guest Ken HaItcher said:

If this is a correct reading of 46:30, then the question is not whether RONR prohibits considering the Board's slate as a block but rather the question is whether the assembly can approve it. It seems clear the Board can propose the voting method but it is the assembly that decides. 2: Am I correct?

I do not believe this is a correct reading of 46:30, as noted above. To the extent that it was, however, I concur that "the Board can propose the voting method but it is the assembly that decides."

As noted above, however, there are other, more difficult methods to achieve this objective. It is still correct that "the Board can propose the voting method but it is the assembly that decides."

On 3/22/2023 at 11:37 AM, Guest Ken HaItcher said:

The Board believes it can determine the voting procedure.

The board is mistaken, unless there is something in the organization's bylaws granting it such authority.

Edited March 24, 2023 at 05:50 PM by Josh Martin