Official Interpretations

RONR Official Interpretations published on the Robert’s Rules Association website are not technically binding on an organization that has adopted Robert’s Rules of Order Newly Revised as its parliamentary authority, but they are nonetheless definitive interpretations of the work by the current authors and should therefore be treated as highly persuasive.

Since the publication of the first edition of Robert’s Rules in 1876, General Robert and his successors have been receiving and replying to questions on parliamentary law. As the Introduction notes concerning the 1915 revision, “The reorganization, expansion, and clarification represented by Robert’s Rules of Order Revised was largely the outgrowth of hundreds of letters received by the author over the years, submitting questions of parliamentary law arising in organizations and not covered in the earlier editions.” Traditionally, the ongoing process by which the authorship responds to inquiries in the years between editions has been an integral part of the continuing task of clarifying and periodically revising the work.

The answers to questions found in RONR Official Interpretations are the product of deliberation and refinement by all of the current authors; they undergo a process similar to that followed in preparing new editions. Indeed, to the extent deemed appropriate, their content may often be incorporated in the next edition. Their formal, deliberate, and joint nature raises them in persuasiveness over opinions expressed orally or in writing by individual members of the authorship. Because they are issued by RONR’s authors and may well influence the content of the next edition, they carry more weight than other parliamentary opinions, particularly when they seek to resolve issues that have been matters of controversy among parliamentarians.

It is therefore advisable for presiding officers, or the parliamentarians who advise them, to consult RONR Official Interpretations for guidance on matters they address.

First, the motion to Suspend the Rules applies only when “an assembly wishes to do something during a meeting that it cannot do without violating one or more of its regular rules.” RONR (10th ed.), p. 252, l. 7-9 (emphasis added); see also p. xxii. Rules of order “relate to the orderly transaction of business in meetings and to the duties of officers in that connection.” RONR (10th ed.), p. 15, l. 5-7 (emphasis added). Consequently, Suspend the Rules cannot be used to remove from the president (even temporarily) any of her administrative duties — those related to the role of an executive officer that are distinct from the function of presiding over the assembly at its meetings. Cf. RONR (10th ed.), p. 440, l. 19-31.

Second, any one motion to Suspend the Rules that might limit the authority or duties of the presiding officer during a meeting can be effective, at most, for one session. RONR (10th ed.), p. 85, l. 14-20; p. 87, l. 1-10; cf. p. 86, l. 4-6. Therefore, in order to prevent the president from presiding during subsequent sessions, the motion to Suspend the Rules would have to be renewed and separately adopted at each of the sessions.

With these qualifications, it is indeed within the authority of the assembly, by a two-thirds vote, to suspend the rules so as to take away from the president the authority to preside during all or part of a given session. This is so even if the bylaws contain a provision to the effect that the president shall preside at all meetings, since such a provision is clearly in the nature of a rule of order. See RONR (10th ed.), p. 17, l. 22-24.

The requirement that “no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule,” RONR [10th ed.], p. 253, l. 8-10, does not apply, since the rules specifying the authority of the presiding officer do not protect a minority of one but rather outline duties established for the good of the assembly as a whole. Similarly, the provision preventing suspension of rules protecting a basic right of the individual member, RONR [10th ed.], p. 255, l. 13-15 & 22-28, is inapplicable since the presiding officer’s authority derives not from his or her basic rights as a member but rather from the duties of office.

Normally, when the president is impeded in the exercise of his or her office, a vice-president (or, in the absence of the vice-president, another temporary presiding officer appointed or elected) takes over to preside. RONR (10th ed.), p. 436-37. However, this rule could also be suspended so that the motion to suspend the rules would not only deprive the president of her authority to preside but also name the temporary presiding officer to replace her.

Yes. The intent of RONR is to equate the effects of adjournment under circumstances where the adjournment either (a) closes a session in a body that will not have another regular session within a quarterly time interval, or (b) closes a session that ends the prescribed term of all or some of the members. Consequently, when an adjournment ends a session that ends the term of some or all of the body’s members, any motion laid on the table and any motion to reconsider that has been moved but not called up falls to the ground. By the same principle, in such circumstances no motion may be postponed to the next session. Cf. RONR (10th ed.), p. 330, l. 1- 20.

Calling up this motion to reconsider need not await anything. It may be called up at any time during your next monthly meeting whenever no motion is pending, RONR (10th ed.), p. 312, l. 10-15, and no one else has the floor, p. 308, l. 33-35.

Blank ballots, ballots on which every name is crossed out, and ballots of the kind you describe, should all be treated as abstentions, that is, as no vote at all. Under the rules in RONR, the only ballots which are to be counted as votes cast are those on which a member has voted for someone (whether that someone was eligible or not). RONR (10th ed.), p. 400, l. 2-4; p. 416, l. 14-17; PL, p. 227. Leaving a ballot blank (writing nothing on it), crossing out all names pre-printed on a ballot, writing “no” after each name on a ballot, and writing “none of the above” under all of the names on a ballot, are all methods of abstaining; that is to say, they are all methods of refraining from voting for anyone.

RONR (10th ed.), p. 402, l. 22-25; p. 402, l. 34 to p. 403, l. 2, states, “All … illegal votes cast by legal voters … are taken into account in determining the numbers of votes cast for purposes of computing the majority. … The principle is that a choice has no mandate from the voting body unless approval is expressed by more than half of those entitled to vote and registering any evidence of having some opinion.” In the case of an election, “registering any evidence of having some opinion” means an opinion as to who it is who should be elected.

This is the general rule in RONR. It may not apply in specific factual circumstances. For example, although RONR says that “for” or “against” ballots should not be used in an election, RONR (10th ed.), p. 399, l. 34-35; p. 416, l. 11-14, it sometimes happens. When voters are led to understand that they can vote against candidates in this fashion, their doing so must obviously be credited. In any case, whenever there is doubt as to how a ballot should be treated, and its treatment may affect the result, the question should be submitted to the assembly for its decision, RONR (10th ed.), p. 402, l. 16-21. In doing so, care should be taken to avoid disclosing how the decision will affect any of the candidates involved, PL, p. 227

The denial of Member A’s right to vote will render the vote taken on motion X null and void only if there is a possibility that member A’s vote might have affected the result. For example, if motion X was adopted by a vote of 100 in favor and 95 opposed, motion X will stand as having been validly adopted. The principle is the same as that discussed on pages 402-403 relating to instances in which votes are cast by persons not entitled to vote.

Even if the action taken by the assembly in denying Member A the right to vote does not affect the validity of the vote taken (those instances in which his vote could not have changed the outcome of the vote), a point of order concerning the action taken by the assembly in denying him his right to vote may be raised at any time. The member wrongly denied the right to vote is entitled to a ruling to that effect, if only to attempt to ensure such a denial does not happen again. In some circumstances, the ruling may be the basis for some remedial action, such as the commencement of disciplinary proceedings if there is an allegation that others willfully obstructed the member attempting to vote.

No, it is not correct. Under the rule as stated in RONR, on page 452, lines 21 to 23, minutes should record all main motions except, normally, any that were withdrawn. We tried to state it a bit more forcefully in RONRIB where, on page 148, we said:

“All main motions which are moved during the course of a meeting (excepting only those which are withdrawn by the maker) should be recorded in the minutes.”

In this sentence, the words “All” and “only” are italicized for emphasis, and we would call your attention again to the phrase “which are moved.” A main motion is “moved” (or “made”) as the very first step (and just the first step) of the three steps by which it is normally brought before an assembly. The second and third steps in this process (the seconding of the motion and the stating of the question by the chair) come only after the main motion has already been made (RONR, 10th. ed., p. 31-40; RONRIB, p. 20-22).

The wording used in the minutes to record a main motion that has died for lack of a second should reflect just that, e.g., “A motion by Mr. X “that the Society support the candidacy of John Smith for the office of Mayor” died for lack of a second,” or that “A motion “that the Society support the candidacy of John Smith for the office of Mayor” failed to receive a second.”

No. These are actually attempts to impose a rule of order upon a future session, or, stated in another way, attempts to suspend the rules applicable in a future session, which cannot be done except by the adoption of a special rule of order (or amendment to the bylaws). RONR, (10th ed.), p. 85, l. 14-19; p. 252, l. 7-10 (“When an assembly wishes to do something during a meeting that it cannot do without violating one or more of its regular rules, it can … Suspend the Rules … .”[emphasis added]).

Yes. The rule on page 319 that, in standing and special committees, “there is no limit to the number of times a question can be reconsidered” is intended to mean not only that after a question has been reconsidered it may be reconsidered again, but also that rejected motions to reconsider may be renewed, to the end that questions which have not been reconsidered may be reconsidered. In other words, neither of the two rules on page 309, lines 31-35, namely:

“If it is voted on and lost, the motion to Reconsider cannot be renewed except by unanimous consent. By the same principle, no question can be reconsidered twice unless it was materially amended during its first reconsideration.”

are applicable in standing and special committees, being based, as they are, on “the same principle.”

No, these motions (Commit and Postpone to a Certain Time) cannot be made at any time after adoption of an order providing a time for the close of debate (unless the vote establishing the order is reconsidered and reversed) since they conflict with the purpose of that order. The general statement on page 187 does not qualify or limit in any way the more specific rules on page 162, lines 22-26, on page 174, lines 5-10, or on page 186, lines 16-23. “A general statement or rule is always of less authority than a specific statement or rule and yields to it.” RONR (10th ed.), p. 571, l. 8-9.

RONR (10th ed.), p. 404, l. 15-20, states, “After completion of an election … if there is no possibility that the assembly may order a recount (which requires a majority vote unless a special rule permits a lesser number to do so), the ballots can be ordered to be destroyed or to be filed for a certain length of time with the secretary (such as one month) before being destroyed.” This contemplates that it is the body composed of the electors which has the authority to order the recount. It also recognizes that in deciding the result of an election, there is a point at which an interest in finality and stability comes to outweigh even the interest in accuracy.

Even if another body other than the assembly itself- such as the Board of Directors in this case — has the authority under the organization’s bylaws to act for the full assembly between the assembly’s meetings, “… no action of the board can conflict with any action taken by the assembly of the society.” RONR (10th ed.), p. 466, l. 7-9. It was the assembly that conducted the election, and the assembly’s presiding officer who announced the result, which, coupled with the officer-elect’s failure to decline, made the election final (p. 430). Consequently, only the assembly itself may order the recount.

Since, in the case of a convention, final adjournment dissolves the assembly unless provision has been made whereby it will, or may, later be reconvened with the same body of delegates (RONR [10th ed.], p. 229, l. 21-24), it is usually impossible for a convention to order a recount following its final adjournment. In contrast, in the case of an election by the membership at a membership meeting, it might be possible for a recount to be ordered at a later meeting of the membership.

The situation described underlines the very great importance, especially when votes are conducted in a convention, of care being taken to assure accuracy by the tellers, and of the desirability of conducting any checks, at the latest, before the convention adjourns sine die.

No. In the usual case (where the board is subordinate to the membership of the society), no action can be taken by the board which would conflict with any action taken by the assembly of the society (RONR, 10 th ed., p. 466, l. 7-17). As a consequence, although the decision made by the membership not to support the candidacy of James Thornton may be reversed by the membership itself, its subordinate board has no such power.

If, instead of rejecting the motion to support the candidacy of James Thornton, the assembly had adopted a motion postponing it indefinitely, the same result would obtain. In short, although the membership can reverse its own decisions and decisions made by its board, the board cannot reverse decisions made by the membership.

In those situations in which a society’s bylaws confer upon its executive board full power and authority over the affairs of the society between membership meetings, any motion adopted by the board pursuant to such authority may later be countermanded — that is, rescinded or amended — by the membership at a later membership meeting (RONR [10th ed.], p. 466, l. 11-14), but such rescission or amendment will require adoption by the membership of a motion to Rescind or Amend Something Previously Adopted in accordance with the rules in Section 35, just as if the motion had originally been adopted by the membership itself. The same is true whenever a board or committee takes action in behalf of the membership pursuant to authority conferred upon it (for example, when the board or a committee is authorized to approve the minutes of a membership meeting, as discussed on p. 457, l. 21-32).

No. Although a motion to create a blank is an incidental motion, and not a form of amendment in itself, it is an incidental motion relating to the method of amending the pending motion (PL, p. 39), and the ordering of the previous question on the pending motion has stopped any amendment of it (RONR, 10th ed., p. 189, l. 28-33).

In order to reconsider the vote rejecting the $350,000 proposal, the member must move to reconsider also the vote which adopted the $300,000 proposal. This is based upon the same principle which applies to reconsideration of a secondary amendment after the related primary amendment has been voted on (RONR [10th ed.], p. 317, l. 18-27).

The member cannot also simultaneously move to reconsider the vote on the $400,000 proposal without a suspension of the rules. This situation is comparable to one in which, while a motion “that a new headquarters be built at a cost not to exceed $400,000” is pending, a motion to amend by striking out “$400,000” and inserting “$300,000” is made and rejected, and thereafter a motion to amend by striking out “$400,000” and inserting “$350,000” is made and rejected. The main motion is then adopted. A member may move to reconsider the vote on the main motion together with the vote on either one of these primary amendments, but he may not move to reconsider the vote on the main motion together with the votes on both primary amendments simultaneously. Therefore, if a member wishes to move to reconsider the vote rejecting $400,000, he should move to reconsider the vote on it and the vote which adopted the $300,000 proposal.

If, on reconsideration, a suggestion previously adopted to fill a blank is rejected, any suggestions previously made but not voted on should then be voted on in the appropriate order. Furthermore, a motion would be in order to reconsider the vote on any suggestion previously considered and rejected, provided that it had not previously been the subject of a motion to reconsider.

No. In such instances, suggestions for filling a blank are undebatable. Although the device of filling blanks is not technically one of the forms of amendment, it is a method of amendment, and any proposal to amend an undebatable motion is undebatable (see RONR [10th ed.], p. 385, l. 6-9 for the rationale behind this rule).

The motion to make a contribution of $750.00 to the XYZ Charity was out of order at the time it was made, since it conflicted with a motion previously adopted and still in full force and effect. RONR (10th ed.), p. 106, l. 28-31; p. 332, l. 19-24. The motion previously adopted created a rule (or “policy”) which has its application outside of a meeting context. Such a rule cannot be suspended (RONR, 10th ed., p. 257, l. 8-10). As a consequence, the introduction of the motion to make the $750.00 contribution gave rise to a continuing breach, and a point of order concerning the validity of its adoption may be made at any time.

However, if it can be clearly established that the motion to make the contribution of $750.00 to the XYZ Charity was, in fact, adopted by the vote required to rescind or amend the rule fixing the limitation on charitable contributions, then the motion to make the contribution is effective, even though it was not in order at the time it was made, considered, and adopted. The adoption of the motion by such a vote may be considered as having the same effect as if the adopted policy had been amended by specifically exempting this particular contribution from its operation and effect. Since the motion was adopted by a voice vote, however, it will probably be impossible to establish clearly that it was adopted by either a two-thirds vote or the vote of a majority of the entire membership. RONR (10th ed.), p. 244, l. 12-16.

If such a point of order is raised, the chair should advise the assembly that the announcement of the result of the vote was indeed in error (a majority vote being insufficient to adopt the motion as amended because the amendment exceeded the scope of notice, see RONR [10th ed.], p. 295, l. 12-18), but that it is too late to raise a point of order concerning the matter. The erroneous determination as to the vote required for adoption of the motion to amend the standing rule does not fall within any of the exceptions (listed on p. 244 of RONR) to the rule that a point of order must be made at the time of the breach. It follows, therefore, that the ensuing motions to make contributions to charitable organizations ranging in amount from $600.00 to $800.00 were validly adopted, since they came within the $1,000.00 limit of the rule as it then stood.

It should be noted in this connection that a rule requiring a two-thirds vote (or any other fraction) of members present and voting (or of all members present) affords no protection at all to absentees; it affords protection only to a certain fraction of the members present at the time the vote is taken. In the case of a rule requiring a two-thirds vote, the rule protects a minority of any number greater than one-third of the members present. However, such rules may be suspended, and if a rule is suspendable, a point of order regarding its violation must be timely. Although “no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule” (RONR [10th ed.], p. 253, l. 8-10), the vote required to suspend a suspendable rule is irrelevant to this timeliness requirement.

No. The answer given in FAQ 18 remains the same regardless of whether the person resigning formally moves that his resignation be accepted, or the chair assumes a motion “that the resignation be accepted,” or the motion to accept the resignation is made by another member.

The chair’s ruling was correct; an Objection to the Consideration of a Question cannot be raised after there has been any debate, since consideration of the question has already begun. RONR (10th ed.), p. 258, l. 35 to p. 259, l. 3. It is simply not possible to prevent debate which has already taken place. As a consequence, a motion to suspend the rules which interfere with the late objection would also be out of order. Rules may be suspended, but facts cannot.

There are, however, steps which may properly be taken in order to prevent further consideration of a motion once debate on it has begun. The most obvious, of course, is simply to move the previous question. RONR (10th ed.), p. 189-201. This motion will require a two-thirds vote for its adoption, but it would have taken a two-thirds vote to sustain an objection to consideration of the question had such an objection been made in a timely fashion. If it is desirable to avoid a direct vote on the main motion itself, then, while it is immediately pending, a motion can be made to postpone it indefinitely, followed immediately by a motion to order the previous question on both pending questions. RONR (10th ed.), p. 208, l. 27-31. Finally, if it is desired to wrap things up very quickly with a single vote, a motion may be made “to suspend the rules and agree that the pending motion relating to … be postponed indefinitely.” RONR (10th ed.), p. 253, l. 27 to p. 254, l. 8.

A request for unanimous consent to change a vote must be made promptly following announcement of the result of the vote, and prior to the introduction of any other business. This is the same time frame as that within which a motion may be made to retake (by one of the other methods of voting discussed on pages 398ffl.) a vote that has just been taken by one of the regular methods of voting (RONR, 10th ed., p. 273, l. 26-28), and also that within which points of order regarding the conduct of a vote must be raised (RONR, 10th ed., p. 243, l. 32, to p. 244, l. 3). A request or motion to make unanimous a vote which was not unanimous (e.g. RONR, 10th ed., p. 399, l. 6-11) must be made within this time frame.

If consent is granted with respect to a vote which has been counted, the chair must announce the revised result as the final result, and it is only this final result which is to be recorded in the minutes.

Although “the presiding officer [if] a member of the society … has — as an individual — the same rights … as any other member” it is indeed true that “the impartiality required of the chair in an assembly precludes his exercising these rights while he is presiding.” RONR (10th ed.), p. 382, l. 16-20. This means that the chair may not make or second motions. (The constraints on the chair are less in committees and small boards. RONR [10th ed.], p. 470-71; 483, l. 10-19.) There is a substantial difference, however, between the chair “making” a motion (the making of a motion is described in detail in RONR [10th ed.], p. 32-33) and the chair “assuming” a motion, which he or she does simply by stating (or, sometimes, by putting) the question on it.

The chair’s ability to “assume” a motion that has not actually been made by another member exists to facilitate the business of the assembly, not to give the chair an opportunity to make a motion whose consideration he or she, as an individual member, believes would be desirable. Assuming a motion, rather than waiting or calling for the motion to be made, is appropriate as a means of saving the time of the assembly when it is obvious that the motion is necessary or appropriate in light of the pending business. Thus, when a committee report contains recommendations and the reporting member fails to move their adoption,

when the proper motion is a matter of clear-cut procedure and must necessarily be introduced to resolve the case, the chair may sometimes expedite matters by assuming the motion-that is, stating the question on it without waiting for it to be made — provided that the assembly is accustomed to this method.*
*Such a practice is justified by the fact that more than one person must have voted for the recommendation within the board or committee and must therefore wish it to come before the assembly.
RONR (10th ed.), p. 490, l. 3-9 & n.

Similarly, when a convention must be formally organized through the successive adoption of the reports of the Credentials, Rules and Program Committees, if no one promptly offers the motion to adopt one of these reports, “the chair can call for it, or can assume it by stating, for example, “The question is on the adoption of the report of the Program Committee.” ” RONR (10th ed.), p. 591, l. 20-23.

Upon submission of a resignation from an office or other duty, which requires acceptance by vote of the assembly to become effective, “The chair, on reading or announcing the resignation, can assume a motion “that the resignation be accepted.” RONR (10th ed.), p. 279, l. 14-16. When there is objection to a request for unanimous consent on a matter on which no motion has yet been made, the chair may ask if there is such a motion, “or he must at least put the question, assuming such a motion.” RONR (10th ed.), p. 52, l. 15-16; see also p. 285 (when there is objection to a request to modify or withdraw a motion).

In none of these instances, it will be observed, does the chair’s assumption of a motion give any indication that the chair has any personal views on the merits of the motion.

With the exception of Official Interpretation 2006-21, those earlier interpretations remain valid in substance. Parliamentarians and others may therefore still wish to consult them for their explanatory value — either for a more in-depth treatment of a specific question than could be provided in RONR itself, or simply to gain a better understanding of the history and development of the rules involved. However, the specific references to the 10th edition included in them should no longer be cited as being authoritative in organizations governed by the current edition. In many cases, the text of the 11th edition has been modified to incorporate much or all of the substance of an interpretation in an unambiguous manner, so that the need for further explanation is less likely to arise in the first place; in others, although the same text as that cited from the 10th edition may remain applicable, the page and line references do not.

The answer to both questions is yes — provided that the bylaws authorize the calling of special meetings (see RONR [11th ed.], p. 92, ll. 9-10 and p. 576, ll. 7-16). The special meeting must be called in accordance with the relevant bylaw provisions, and the call (that is, the notice sent in advance to all members) must specify the approval of the January and April minutes as items of business to be considered.

The controlling rule is that “the only business that can be transacted at a special meeting is that which has been specified in the call of the meeting.” [P. 93, ll. 3-4.] Ordinarily, approval of minutes is not among the purposes of a special meeting and is thus not specified in the call and cannot be taken up. As a consequence, in a society such as yours, the minutes of a session lasting no longer than one day “are normally read and approved at the beginning of the next regular meeting, immediately after the call to order and any opening ceremonies.” [P. 473, ll. 28-31; emphasis added.]

In this context, RONR (p. 473, l. 35) further states, “A special meeting does not approve minutes.” That is merely a factual observation, however, which serves to distinguish between the ordinary procedure at a regular meeting (at which business begins with reading and approval of minutes) and the ordinary procedure at a special meeting (at which business begins with whatever the purpose of the meeting is). It should not be understood as establishing a specific rule prohibiting approval of minutes at a special meeting. No rule in RONR prevents a society from approving minutes at a special meeting properly called for that purpose.

Note also that a special (or regular) session lasting more than one day routinely does approve minutes, since the minutes of meetings held the preceding day are normally approved at the beginning of each day’s business after the first. [RONR (11th ed.), p. 475, ll. 8-14.]

Yes, an assembly can ratify “action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority.” [RONR (11th ed.), p. 124, ll. 34-35.] This includes the ability to ratify action to carry out decisions made at an electronic meeting of a body for which such meetings are not authorized. Similar actions taken by an organization’s staff can also be ratified. However, those who carry out decisions made at an unauthorized electronic meeting do so at their own risk; although the assembly can later ratify their actions at a proper meeting of the organization, it is under no obligation to do so. [Cf. p. 348, ll. 19-23.]

Yes. After the board has appointed a special committee and before the committee submits its report, the board can adopt a motion, by majority vote, authorizing the committee to meet electronically.

As explained in RONR (11th ed.) on page 98, ll. 21-28, when a committee is expressly established by the bylaws, it cannot hold a valid electronic meeting unless the bylaws authorize it to do so. But when a committee is not expressly established by the bylaws, the committee may be authorized to hold electronic meetings by a standing rule of the parent body or by the motion establishing the committee. RONR further notes that

After a question has been referred to a committee and at any time before the committee submits its report, even at another session, the assembly by a majority vote can give the committee additional instructions in reference to the referred question. [RONR (11th ed.), p. 177, ll. 13-17.]

Since the special committee to investigate potential convention sites is not established in the bylaws, its parent body—the executive board—can authorize the committee by majority vote to meet electronically while considering the matter referred to it.

Even if the committee is not authorized to meet electronically, its members might do so in order to determine whether they can come to a unanimous agreement on what to include in the committee’s report, which can include whatever has been agreed to by every one of its members. [RONR (11th ed.), p. 503, ll. 24-28.]

Because your bylaws provide for a term of office of “two years” without providing that officers remain until their successors are elected, the offices of vice-president and treasurer became vacant on the date specified in the bylaws for the beginning of the new term. In recommending against such a fixed term of office, RONR (11th ed.), p. 573, l. 33 to p. 574, l. 3, states that at the end of such a term, “there would be no officers if new ones had not been elected.”

However, RONR also states, “In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly … without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly.” [RONR (11th ed.), p. 467, ll. 28-35.] Therefore it would be prudent for the board, which has the power to fill the vacancies created by the expiration of the previous term of office, to do so as soon as it can.

If the bylaws had provided that the board may elect or appoint officers to fill vacancies “for the remainder of the term” or “until the expiration of the term”, or words to that effect, any board-appointed officers would remain in office for the remainder of the term and no further election would be held by the assembly. However, without such language, the general power of the board to fill vacancies in office as described in RONR does not supersede the membership’s power to regularly elect new officers. The two relevant bylaw provisions—giving the membership the responsibility of holding annual elections, while giving the board enough power between meetings so that it may fill any vacancies that arise—must be implemented in harmony with each other.

So the assembly should hold elections at its next meeting, and it may do so at any time until the expiration of the term the election is to fill. As each election is completed, the person elected replaces anyone that had been appointed by the board to fill a vacancy. The principle is that an assembly’s failure to hold or to complete an election at the scheduled time does not deprive the membership of its right to elect the officers of its choice.