Just Checking.....Motions, Elections

[Casey239]

As I've been studying RONR and RONR In Brief -- and have come upon a situation with my CCW Group.  I am not yet the Parliamentarian of this group, but I've been paying attention to the proceedings in meetings.   Two items specifically:

1.  In our last general meeting, we had a debate on whether to place an ad in a local Diocese paper.   The membership voted no.   That was accepted. Yesterday, in our Board meeting, it was decided to go ahead anyway and place an ad.  The president was feeling much pressure to do so by the leaders of the Diocese.  My feeling is we need to bring this back to the membership at our next meeting, which is next week. 

2.  Also our elections are coming up.   Our Bylaws state that we announce nominations in March and elect at the next meeting in April.  The president, who leads the meeting, was not advised to ask for nominations from the floor in March. We missed the boat on this point.  We ask the membership to vote next week at our April meeting. Our Nominations committee has a full slate of officers, one per office.  The president wanted to do it by acclamation, but our Bylaws state that we must use a voice vote.

So, please help me understand if I'm on the right path.  My take is to:

1.  Use the Reconsider motion to reconsider the vote to not place the ad. I was in favor of not placing the ad, so I think I can do this.  [RONR 12th Ed. 37]

2.   Since our Bylaws supersede RONR, we cannot use Acclamation in the election of officers. The nominees were presented this month, and they will again be listed for membership in our April meeting, then they will vote on them. It will need to be a voice vote per the Bylaws.  I don't see a way to get nominations from the floor a this point.

I joined NAP and downloaded the Membership Study Guide. I've been doing a chapter a day; my exam is next month.  Thank you for reading through this and helping me understand the complexities of RONR more clearly!

[Joshua Katz]

On 3/27/2024 at 7:25 PM, Casey239 said:

1.  Use the Reconsider motion to reconsider the vote to not place the ad. I was in favor of not placing the ad, so I think I can do this.  [RONR 12th Ed. 37]

 

Reconsider is inappropriate, for a variety of reasons. The way to ask the membership to place an ad tha it voted down is just to make the motion again. But it sounds like you've already placed the ad, in which case the board should ask the membership to ratify and hope they do, otherwise the board will be paying the price of the ad.

On 3/27/2024 at 7:25 PM, Casey239 said:

2.   Since our Bylaws supersede RONR, we cannot use Acclamation in the election of officers. The nominees were presented this month, and they will again be listed for membership in our April meeting, then they will vote on them. It will need to be a voice vote per the Bylaws.  I don't see a way to get nominations from the floor a this point.

 

It is no answer to say, well, we (the board) screwed up, so now you (the members) can't nominate anyone, and have to accept the nominees provided by the nomination committee. Instead, you should allow nominations at the elections meeting, at least. And by you, really, I mean the president, who will be presiding,not the board, since boards don't run membership meetings.

[Gary Novosielski]

On 3/27/2024 at 10:25 PM, Casey239 said:

As I've been studying RONR and RONR In Brief -- and have come upon a situation with my CCW Group.  I am not yet the Parliamentarian of this group, but I've been paying attention to the proceedings in meetings.   Two items specifically:

1.  In our last general meeting, we had a debate on whether to place an ad in a local Diocese paper.   The membership voted no.   That was accepted. Yesterday, in our Board meeting, it was decided to go ahead anyway and place an ad.  The president was feeling much pressure to do so by the leaders of the Diocese.  My feeling is we need to bring this back to the membership at our next meeting, which is next week. 

2.  Also our elections are coming up.   Our Bylaws state that we announce nominations in March and elect at the next meeting in April.  The president, who leads the meeting, was not advised to ask for nominations from the floor in March. We missed the boat on this point.  We ask the membership to vote next week at our April meeting. Our Nominations committee has a full slate of officers, one per office.  The president wanted to do it by acclamation, but our Bylaws state that we must use a voice vote.

So, please help me understand if I'm on the right path.  My take is to:

1.  Use the Reconsider motion to reconsider the vote to not place the ad. I was in favor of not placing the ad, so I think I can do this.  [RONR 12th Ed. 37]

2.   Since our Bylaws supersede RONR, we cannot use Acclamation in the election of officers. The nominees were presented this month, and they will again be listed for membership in our April meeting, then they will vote on them. It will need to be a voice vote per the Bylaws.  I don't see a way to get nominations from the floor a this point.

I joined NAP and downloaded the Membership Study Guide. I've been doing a chapter a day; my exam is next month.  Thank you for reading through this and helping me understand the complexities of RONR more clearly!

1.  No, the time window for using Reconsider is long closed.  The board erred in placing the ad.  A board is subordinate to the membership, and may not take any action which conflicts with a decision of the membership, which was not to place the ad.  The membership may Ratify the action of the board members if it wishes, but they are under no obligation to do so.  They may also adopt a motion of Censure to express their displeasure to the officers.

2. The report of the Nominating Committee is not the final event of the nominating process.  The way you get nominations from the floor at the April meeting is simple: reopen nominations at the April meeting.  If anyone objects, assume the motion to Reopen and take a vote—majority required.

[Casey239]

Thank you both.  Now that I've thought more about the issue of the ad, it is moot.  The Board is allowed by our Bylaws to approve up to $250 at their discretion.  Anything more than $250 needs membership approval.  The ad has not been placed yet, and it is $40.   We probably shouldn't have brought this to the membership to begin with.  But since we did ask them, it looks like Ratify is the way to go.

Good to hear that we can still ask for nominations from the floor.  Mr. Katz, I realize that the President is the person to take this action.  We do have a Parliamentarian but she is very lax and disinterested.  Until I take the office in May, I will defer to our present Parliamentarian although the President is looking for guidance from me. It's a little sticky...

[Dan Honemann]

On 3/27/2024 at 10:25 PM, Casey239 said:

2.   Since our Bylaws supersede RONR, we cannot use Acclamation in the election of officers. The nominees were presented this month, and they will again be listed for membership in our April meeting, then they will vote on them. It will need to be a voice vote per the Bylaws.  I don't see a way to get nominations from the floor a this point.

Unless your bylaws or a special rule of order specifically prohibit nominations from the floor at your April meeting at which the election will take place, the chair must call for further nominations at this meeting (RONR, 12th ed., 46:6).

If there are no further nominations, it may well be that, in instances where there is only one nominee for an office, the chair should simply declare that the nominee is elected, thus effecting the election by unanimous consent or “acclamation” (RONR, 12th ed., 46:40).  Whether this is or is not the case depends upon exactly what your bylaws say when they require that the election be held by voice vote.  It is precisely in instances where a voice vote is called for that this sort of declaration by the chair is to be made. 

[Josh Martin]

On 3/27/2024 at 9:25 PM, Casey239 said:

1.  In our last general meeting, we had a debate on whether to place an ad in a local Diocese paper.   The membership voted no.   That was accepted. Yesterday, in our Board meeting, it was decided to go ahead anyway and place an ad.  The president was feeling much pressure to do so by the leaders of the Diocese.  My feeling is we need to bring this back to the membership at our next meeting, which is next week. 

Your feeling is correct. The board lacks the authority to override the membership's decision in this matter, unless the bylaws or applicable law grant it such authority. If it is desired to still place this ad, the issue would have to be revisited at a meeting of the membership.

"In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9)." RONR (12th ed.) 49:7

On 3/27/2024 at 9:25 PM, Casey239 said:

2.  Also our elections are coming up.   Our Bylaws state that we announce nominations in March and elect at the next meeting in April.  The president, who leads the meeting, was not advised to ask for nominations from the floor in March. We missed the boat on this point.  We ask the membership to vote next week at our April meeting. Our Nominations committee has a full slate of officers, one per office.

Nominations should be conducted at the April meeting.

On 3/27/2024 at 9:25 PM, Casey239 said:

The president wanted to do it by acclamation, but our Bylaws state that we must use a voice vote.

Well, first let's see if there's other nominees before we talk about acclamation. To the extent there is still no contest for certain offices, it may be that acclamation is in order.

"If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or “acclamation.” The motion to close nominations cannot be used as a means of moving the election of the candidate in such a case." RONR (12th ed.) 46:40

To the extent the bylaws do, in fact, specifically require a voice vote to be taken even for uncontested elections, because apparently the drafters of the bylaws like to waste the assembly's time, such a rule could be suspended by a 2/3 vote or unanimous consent. So the election could still be conducted by acclamation if no member objects.

RONR provides that a rule in the bylaws requiring a ballot vote cannot be suspended, but there is no similar requirement for a voice vote. And while some believe that nothing in the bylaws can be suspended, that's not quite correct. A rule in the nature of a rule of order - such as, for example, a rule pertaining to a voice vote, or pertaining to nominations - can be suspended, unless there is some other rule preventing the rule's suspension.

"Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14. However, a rule in the bylaws requiring that a vote—such as, for example, on the election of officers—be taken by (secret) ballot cannot be suspended so as to violate the secrecy of the members' votes unless the bylaws so provide (see also Voting by Ballot, 45:18–24). Nothing in a corporate charter can be suspended unless the charter or applicable law so provides." RONR (12th ed.) 25:7

On 3/27/2024 at 9:25 PM, Casey239 said:

1.  Use the Reconsider motion to reconsider the vote to not place the ad. I was in favor of not placing the ad, so I think I can do this.  [RONR 12th Ed. 37]

The time limits for Reconsider have passed. At this point, the proper course of action is for the motion to place the ad to be renewed (in other words, for a member to just make the motion again), which any member may do.

"To provide both usefulness and protection against abuse, the motion to Reconsider has the following unique characteristics, as more fully explained in 37:10: ...

b) Except in committees, it must be moved either on the same day the original vote was taken or on the next succeeding day within the same session on which a business meeting is held." RONR (12th ed.) 37:8

"If a motion is made and disposed of without being adopted, and is later allowed to come before the assembly after being made again by any member in essentially the same connection, the motion is said to be renewed...

Any motion that is still applicable can be renewed at any later session, except where a specific rule prevents its renewal; and such an impediment to renewal at a later session normally can exist only when the first motion goes over to that session as not finally disposed of, in which case the question can then be reached through the first motion (see 9:7–11, 38:8–9)." RONR (12th ed.) 38:1, 38:3

On 3/27/2024 at 9:25 PM, Casey239 said:

I don't see a way to get nominations from the floor a this point.

I have not seen exactly what your bylaws say on this matter, but generally I am inclined to disagree. It seems to me nominations from the floor at the April meeting are still in order, especially given that the organization neglected to take nominations from the floor at the March meeting.

Unless the bylaws specifically prohibit nominations from the floor at the April meeting, I think nominations are in order, and even if the bylaws do contain such a prohibition, I think such a rule could generally be suspended.

"Note that the chair must call for further nominations at the session at which the election is held even if nominations from the floor were called for at a previous session." RONR (12th ed.) 46:18

On 3/28/2024 at 7:09 AM, Casey239 said:

Thank you both.  Now that I've thought more about the issue of the ad, it is moot.  The Board is allowed by our Bylaws to approve up to $250 at their discretion.  Anything more than $250 needs membership approval.  The ad has not been placed yet, and it is $40.   We probably shouldn't have brought this to the membership to begin with.  But since we did ask them, it looks like Ratify is the way to go.

The issue is not moot.

If the bylaws authorize the board to approve up to $250 at their discretion, I am inclined to agree that, if the membership had never been asked about this, the board could have placed the ad.

But the fact remains that the board did ask the membership, and the membership specifically decided not to place the ad. The board has no authority to override the membership's decision in this matter.

You say the ad has not yet been placed. So the proper course of action is to wait until the membership meeting, and to then move to place the ad.

The motion to Ratify will only enter into it if the board decides to go ahead and place the ad, notwithstanding that doing so means defying the membership. I must note that this is a dangerous strategy, as the board members are personally responsible for this decision, unless and until it is ratified. If the membership decides not to ratify the action, there could be consequences for the board. While in this case the financial implications of this are fairly trivial (I imagine the board members can come up with $40 if it comes to it), the board members could still be subject to disciplinary action.

For more information concerning the motion to Ratify, see RONR (12th ed.) 10:52-10:57.

Edited March 28, 2024 at 02:37 PM by Josh Martin

[Joshua Katz]

On 3/28/2024 at 5:09 AM, Casey239 said:

Thank you both.  Now that I've thought more about the issue of the ad, it is moot.  The Board is allowed by our Bylaws to approve up to $250 at their discretion.  Anything more than $250 needs membership approval.  The ad has not been placed yet, and it is $40.   We probably shouldn't have brought this to the membership to begin with.  But since we did ask them, it looks like Ratify is the way to go.

 

I disagree that it is moot. You could have chosen, it sounds like, not to go to the membership. But you didn't, and the membership spoke, a voice the board may not overrule. Unless, of course, your bylaws give the board exclusive authority over such expenditures.

On 3/28/2024 at 5:09 AM, Casey239 said:

Mr. Katz, I realize that the President is the person to take this action.

I said that because we often get questions that say things like "our board is running our election in a way we don't like," and I wanted to emphasize that the board does not do anything at membership meetings.

On 3/28/2024 at 5:09 AM, Casey239 said:

We do have a Parliamentarian but she is very lax and disinterested.  Until I take the office in May, I will defer to our present Parliamentarian although the President is looking for guidance from me. It's a little sticky...

A few things. First, no one can force the president to take advice from, or not take advice from, anyone. So if the president wants to ask you a question, it doesn't matter that your organization has a parliamentarian, for this purpose. Second, just to be clear, parliamentarians have no real power. The parliamentarian is simply an advisor to the chair, and the chair may or may not take the advice offered.

[Dan Honemann]

On 3/28/2024 at 10:28 AM, Josh Martin said:

To the extent the bylaws do, in fact, specifically require a voice vote to be taken even for uncontested elections, because apparently the drafters of the bylaws like to waste the assembly's time, such a rule could be suspended by a 2/3 vote or unanimous consent. So the election could still be conducted by acclamation if no member objects.

As I said in my previous response, much depends upon exactly what the bylaws say when they require that the election be held by voice vote.  For example, if they say something such as "These elections shall be held by voice vote", without anything more, then what is said in 46:40 concerning election by acclamation is fully applicable.  No suspension of the rules is needed, since the rules are being complied with.

[Casey239]

Thank you all for your advice.  Not to belabor the point, but for clarity, this is what the bylaws literally say:

Article VI - Nominations

Section 5:
A. The slate of officers projected by the Nominating Committee will be presented to the general membership. However, nominations (approved by the nominee prior to nomination) may be made from the floor at the March general meeting prior to election in April.

 

 

 

ARTICLE VII – ELECTIONS

Section 1:  The officers of the Council shall be elected by membership at the General Meeting in April.

Section 2: The candidates shall be elected by voice vote. If there is more than one person nominated for office, there will be a written (ballot) vote. In the event of a tie, another written (ballot) vote will be taken.

Section 3: Newly elected Officers shall be installed in May and assume their duties at the final Board meeting in May.

Your posts have given me all I need to proceed with these issues in terms of advising the President.  What I hear you all saying between the lines is to use common sense and reasoning instead of adhering to the letter of the law.  It would be very easy to get legalistic here.  I'll keep that in mind going forward as new issues and complexities are encountered.   Thank you again for your expertise and knowledge - this is a wonderful Forum!!!!

 

 

 

[Dan Honemann]

"Section 2: The candidates shall be elected by voice vote. If there is more than one person nominated for office, there will be a written (ballot) vote. In the event of a tie, another written (ballot) vote will be taken."

This is a rather interesting provision.  What it means to me is that (a), if there is only one nominee for an office that nominee should be declared elected by acclamation, and (b), if there is more than one nominee for an office, a ballot vote must be taken to determine who will be elected.  On no occasion will a voice vote actually be taken.

[Casey239]

Mr. Honemann, good point.  It is not as clear as it should be.

The intent of the bylaw is to say that if there is more than one candidate (or nominee) per office, in other words, multiple candidates for one office, there will be a written ballot vote.  If there is a tie between candidates nominated, there will be a second written ballot vote taken.   

We will need to have our bylaw committee work on the wording of our bylaws in the coming months.   Thank you...again...

 

 

 

[Joshua Katz]

On 3/28/2024 at 12:04 PM, Casey239 said:

A. The slate of officers projected by the Nominating Committee will be presented to the general membership. However, nominations (approved by the nominee prior to nomination) may be made from the floor at the March general meeting prior to election in April.

 

Well, that's interesting. I still don't think you get out of allowing nominations by screwing up in March, but it says what it says. My thought is that nominations can still be reopened by motion, though.

On 3/28/2024 at 12:04 PM, Casey239 said:

What I hear you all saying between the lines is to use common sense and reasoning instead of adhering to the letter of the law.

I don't think that's what we're saying.

On 3/28/2024 at 3:14 PM, Casey239 said:

The intent of the bylaw is to say that if there is more than one candidate (or nominee) per office, in other words, multiple candidates for one office, there will be a written ballot vote.  If there is a tie between candidates nominated, there will be a second written ballot vote taken.   

 

 

On 3/28/2024 at 1:08 PM, Dan Honemann said:

This is a rather interesting provision.  What it means to me is that (a), if there is only one nominee for an office that nominee should be declared elected by acclamation, and (b), if there is more than one nominee for an office, a ballot vote must be taken to determine who will be elected.  On no occasion will a voice vote actually be taken.

I don't see how what you said is different from Mr. Honemann's summary.

[Casey239]

Thank you Mr. Katz. There is no difference in our statements except years of experience and knowledge!   Personally, I don't see the unanimous consent when I read that bylaw -  I'm sure it has more to do with hands-on experience! It is not literally stated, which is what I meant by common sense.  In any case, thank you all.

[Joshua Katz]

Right, but it says to conduct a voice vote, then you turn to RONR to see how to conduct a voice vote. And RONR says that, in this instance, a voice vote is conducted by declaring the candidate elected.

[Gary Novosielski]

On 3/29/2024 at 8:55 PM, Joshua Katz said:

Right, but it says to conduct a voice vote, then you turn to RONR to see how to conduct a voice vote. And RONR says that, in this instance, a voice vote is conducted by declaring the candidate elected.

Just to add a citation: [RONR (12th ed.) 46:40].

And, in fact, as we are told in RONR's Introduction, as recently as c. 400 B.C.E., the terms "voice vote" and "acclamation" were synonymous.  

Edited March 30, 2024 at 02:39 PM by Gary Novosielski