If a NC state advisory council 'elects' its vice-chair and secretary at an annual meeting by simply closing nominations without taking any vote, is that election valid, and how can the body fix it?

Plain-English summary

Bonnie M. Cramer, Director of the Division of Aging, asked the AG whether the Governor's Advisory Council on Aging followed proper procedures when it elected its vice-chair and secretary at the June 2, 1993 annual meeting. Senior Deputy AG Ann Reed and Assistant AG Jane L. Oliver walked through what happened and concluded that the election was null and void.

The facts: After establishing a quorum, the outgoing chairman opened the floor to officer elections. The nominating committee reported that the Governor's Office staff had asked the Council to postpone elections until new members and a new chair were in place, and accordingly recommended postponement. The chair did not put the committee's recommendation to a vote. Instead the chair asked for nominations from the floor. Because the vice-chair was absent and the outgoing chair wanted to nominate the existing vice-chair candidates himself, he asked the secretary to preside while he made nominations. The secretary said no second was needed. No other nominations came in. The outgoing chair (now in the floor seat) moved to close nominations. The secretary asked for questions from the floor; none came. The chair, speaking as a regular member, said that because election of officers was a mandatory action, no vote was necessary. The chair then resumed presiding and the Council moved to other business.

The AG identified three procedural problems. First, the nominating committee's recommendation to postpone was never disposed of. Robert's Rules require that when a committee makes a recommendation, the chair must dispose of it, either by treating it as a motion and putting it to a vote or by formal ruling. The chair here just turned away from it. Second, the motion to close nominations was never put to a vote. Closing nominations requires a two-thirds vote because it deprives members of a right (the right to nominate). Third, and most importantly, the election itself was never put to a vote. The chair's statement that no vote was necessary because the election was a "mandatory" Council function had no basis in Robert's Rules. The Rules require that once nominations close, the body proceeds to an actual election, meaning an actual vote. A Council can elect by acclamation only when the by-laws explicitly authorize a suspension of the rules and the body votes to do so by the required margin; here, the By-laws did not authorize a suspension, no suspension motion was made, and there was no vote of any kind. Result: no election, and the supposed officer positions are unfilled.

The AG then explained how to fix it. Strictly speaking, an "appeal" must be made at the time of the chair's ruling. That window had closed. But where the violated rule comes from the body's constitution or by-laws or from a fundamental principle of parliamentary procedure, a member can raise a "point of order" at any later time. Raising the point of order involves the member rising, saying "Mr./Madame Chair, I rise to a point of order," and stating the point. The chair then decides; if uncertain, the chair can put the question to the body. Two members can appeal the chair's decision to the body. If the Council concluded that the prior election violated the By-laws (and therefore the corresponding Robert's Rules incorporated by Article IV), a motion could be made to suspend the By-laws to allow election outside the annual meeting. By-laws that are "in the nature of rules of order" can be suspended by a two-thirds vote. After the suspension, the body could reopen nominations (which itself may require a two-thirds vote) and proceed with a proper election.

The earliest date for a fresh election was whenever the point of order succeeded. The Council did not need to wait until the next annual meeting. The AG's framework gave the Division and the Council a roadmap to repair the procedural defect at the next meeting without leaving the offices vacant for a year.

Currency note

This opinion was issued in 1993. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

G.S. § 143B-181 and the Council's specific By-laws may have been amended since 1993. Robert's Rules of Order also has been revised in editions issued after 1993. Anyone navigating an officer-election dispute in a current NC advisory body should consult the body's current enabling statute, its current By-laws, and the current edition of Robert's Rules of Order, plus counsel familiar with NC public-meeting law.

Common questions

Q: What does it actually mean to "elect by acclamation"?
A: To elect by acclamation means to declare the lone candidate (or the unopposed slate) elected without a separate vote, on the theory that no one objects. Robert's Rules permit acclamation, but only where the by-laws authorize it and the body adopts a motion to suspend the rules and proceed by acclamation, typically by a two-thirds vote. A chair's unilateral declaration that no vote is needed is not the same thing as an authorized acclamation.

Q: Why did the chair's friendly intentions still produce a void election?
A: Because procedure is about more than getting to the right outcome. Members have rights, and the procedural rules exist to protect those rights. Skipping the vote denies members the ability to vote no, to vote present, or to abstain on the record. Even if every member would have voted yes, the absence of any vote means the official act is incomplete. The AG's analysis treats this as a "fundamental principle of parliamentary procedure" violation, which is precisely the category that can be raised by point of order at any later time.

Q: Why is closing nominations a two-thirds vote?
A: Because it cuts off members' right to nominate. Robert's Rules treats motions that deprive members of rights as requiring a heightened threshold, typically two-thirds. The same logic governs other motions that limit debate or restrict participation.

Q: What happens if the Council never raises a point of order and just lets the bad election stand?
A: The opinion does not address what happens if the body acquiesces in the irregularity. As a practical matter, a person purporting to act as an officer under a void election might find their actions challenged later if challenged at all. Where the body's actions are legally significant (formal recommendations, contractual approvals), the procedural defect could be material. Raising the point of order and fixing it is the safer path.

Q: Does the same analysis apply to county commissions, school boards, or other governmental bodies?
A: The Council on Aging adopted Robert's Rules through its By-laws. Other NC bodies might be governed by different procedural rules (a county commission, for example, may operate under its own adopted rules of order or under a specific statutory framework). The opinion's broader takeaway, that a vote of some kind is required to elect an officer where the body's rules call for an election, generally applies, but the specific procedural details depend on each body's own framework.

Q: Could the Governor have filled the offices unilaterally?
A: The opinion does not address gubernatorial appointment authority for these specific offices. The enabling statute (G.S. § 143B-181) creates the Council and addresses its duties and powers, but the By-laws govern election of internal officers. If the Governor or the Department wanted to handle officer succession differently, the path forward would be a By-laws amendment, not a unilateral chair statement.

Background and statutory framework

The Governor's Advisory Council on Aging is a state-level advisory body created by G.S. § 143B-181. Its enabling statute defines membership and duties but leaves officer election to the Council's By-laws. The By-laws specify that the vice-chair and secretary are elected at the annual June meeting for a one-year term and that Robert's Rules of Order govern wherever applicable.

The 1993 opinion is essentially a parliamentary-procedure analysis grounded in two sources: the Council's own By-laws and Robert's Rules. The AG took care to walk through what happened, identify each procedural failure, and explain the available remedy. The result is one of the more useful AG opinions for any NC advisory body that runs into a similar problem: an irregular election, a chair who skipped the vote, and a question about whether the body has to wait until the next annual meeting to fix it.

The general lesson, which applies well beyond the Council on Aging, is that procedural shortcuts cost more time than they save. The chair's two-minute decision to skip a vote produced a process where the Director of the Division had to ask the AG, the AG had to walk through three layers of error, and the Council had to plan a corrective point-of-order action. A real vote at the original meeting would have closed the question.

Citations

• N.C.G.S. § 143B-181 (creates Governor's Advisory Council on Aging; establishes duties and powers; does not address officer election)
• Governor's Advisory Council on Aging By-laws, Art. I (annual meeting is in June)
• Governor's Advisory Council on Aging By-laws, Art. II, para. 4 (vice-chair and secretary elected at annual meeting for one-year terms)
• Governor's Advisory Council on Aging By-laws, Art. IV (current edition of Robert's Rules of Order governs where applicable)
• Robert's Rules of Order, Barnes & Noble, The New Robert's Rules of Order (1993 ed.)
• O. Garfield Jones, Parliamentary Procedure at a Glance (1971 ed.)

Source

• Landing page: https://ncdoj.gov/opinions/procedures-for-election-of-officers-to-governors-advisory-council-on-aging/

Original opinion text

August 31, 1993

Ms. Bonnie M. Cramer Director, Division of Aging

N.C. Department of Human Resources 693 Palmer Drive Raleigh, North Carolina 27626-0531

Re: Advisory Opinion; Procedures for Election of Officers to Governor's Advisory Council On Aging

Dear Ms. Cramer: We respond to your request for our advice whether the out-going chairman of the Governor's Advisory Council on Aging (hereinafter "the Council") employed proper procedures in the nomination and election of officers for the positions of vice-chairman and secretary at the Council's most recent annual meeting, and, if not, whether the elections may be held again.

The facts which were provided in your request and in the attached copy of the minutes of the annual meeting of the Council held on June 2, 1993 are as follows: After disposing of preliminary matters, including the establishment of a quorum, the Council chairman announced the business of the election of officers for the next annual term. The Council's By-laws require that the election of the vice-chairman and secretary take place at the Council's annual meeting. The chairman turned to the committee for nomination of officers and asked for the committee's report. The individual who reported for the committee indicated that the committee had been in contact with the staff of the Governor's Office and that the staff had requested that the election of new officers be postponed until the appointment of new members and a new chairman. In accordance with that request, the committee recommended that the election of officers be postponed.

After hearing the committee report and its recommendation, the chairman thanked the committee and turned to the floor to ask for nominations for the offices of vice-chairman and secretary. Since the vice-chairman was not present, the chairman asked the secretary to preside as chair so that he could make nominations for the offices of vice-chairman and secretary. The secretary indicated that no second was needed for the nominations. No other nominations were made. The chairman moved that the nominations be closed.

The secretary asked if there were any questions from the floor concerning the nominations and there were none. The chairman, speaking from the floor as a regular member and not as chairman, stated that a vote was not necessary because the election of officers was a mandatory action by the Council. The chair was then turned back over to the chairman and the Council proceeded to other business.

Your first question is whether proper procedures were followed in the nomination and election of officers for the 1993-1994 annual term. The enabling legislation which creates the Council and establishes its duties and powers does not address the issue of the election of officers. See G.S. § 143B-181. Rather, the issue is taken up in the By-laws which provide that "[t]he Vice-Chairman and the Secretary shall be elected at the annual meeting to serve a one-year term." By-laws, Governor's Advisory Council on Aging, Art. II, para. 4. The By-laws designate the June meeting of the Council as the "annual meeting." By-laws, Art. I. In addition, the By-laws provide that the procedural rules contained in "the current edition of Robert's Rules of Order shall govern in all places where they are applicable." By-laws, Art. IV.

Robert's Rules of Order (hereinafter "the Rules") is a manual containing what has generally been accepted as the standard rules of procedure for conducting business at organizational meetings. The Rules set forth procedures covering almost all aspects of organizational meetings, including rules of order, motions, debate, voting, elections and adjournment. In responding to your request, we have looked primarily to the rules which deal with committees, nominations and elections.

After reviewing the Rules and the facts provided, we conclude that there were several irregularities in the procedures used in the election of the vice-chairman and the secretary at the annual meeting of the Council. First, the nominating committee's recommendation that the election be postponed until new members and the new chairman came on board was not presented to the Council for a vote. Second, the closing of nominations appears to have been done somewhat precipitously in that a motion to close was made but was not put to a vote. Finally, and most importantly, the election itself was not put to any form of a vote by the Council members. While the first and second procedural flaws make the process appear questionable, we believe that the fact that there was no "election" renders the results of the process null and void. Each of the problems cited will be explained separately and fully below.

The provisions of the Rules which govern the receipt of committee reports provide that, when a matter has been referred to a committee and the committee makes its report to the assembly, "the next business in order is the disposal of the report." Barnes & Noble, The New Robert's Rules of Order, (1993 ed.), at 178-179. Generally, a motion to accept the report should be made by someone who is not on the committee. O. Garfield Jones, Parliamentary Procedure at a Glance, (1971 ed.), at 22. However, if the report contains recommendations that are not in the form of motions, a motion to adopt the committee's recommendations should be made by the reporting member. Rules of Order, at 179. In this case, no such motion was made. Nevertheless, if no motion is made and the issue is one which the chair thinks should be put to a vote, the chair may state the question without a motion having been made. Id., at 183. The committee's report to the assembly is thus treated as a motion. Id. The rationale is that it is unnecessary to wait for a motion and a second when at least two of the members, in the form of a committee, are in favor of the recommendations. Id. Also, in some organizations, the members typically rely on the chair for procedural guidance in matters such as the presentation of questions in their proper form.

At any rate, the committee's recommendation that the election be postponed until after the new members came on board was ignored by the chair and was not put before the Council for consideration and debate. Such a recommendation would have required that the By-laws be suspended so that the elections could be held at a meeting other than the annual meeting. The fact that the committee's recommendation was dropped without having been formally disposed of by the chair raises questions about the election process. The chair has a duty to facilitate the conducting of business by the forum. To this end, it is clear that the presiding officer must "state and put to vote all questions that are regularly moved, or necessarily arise in the course of the proceedings." Rules of Order, at 192. In addition, if a member who is not familiar with the formal rules of procedure wishes to put an issue before the assembly, the chair should instruct the member as to the proper procedure rather than ruling the issue out of order or ignoring it. Rules of Order, at 199.

The provisions which deal with nominations for offices are fairly straight-forward. The Rules provide that the Chair must call for nominations and that, once a nomination has been made, a second is not required. When there are no more nominations from the floor, the chair may declare the nominations closed or a motion may be made from the floor "to close the nominations." Rules of Order, at 63. In either case, the closing of nominations, either by declaration or by motion, is not in order until it is apparent that the assembly or group is ready for the nominations to be closed. Parliamentary Procedure, at 21L. Also, when a motion to close nominations is made, it "requires a two-thirds vote because it deprives members of one of their rights." Rules of Order, at 64. In this case, a motion to close nominations was made from the floor, but it was not put to a vote by the Council.

Finally, turning to the "election" itself, we have found no basis in the Rules for the chairman's statement that because the election of officers was a mandatory function of the Council, no vote was necessary. To the contrary, the Rules provide that once the nominations process is complete, the nominations are to proceed to an election. Rules of Order, at 220. We interpret this to mean that the election is to be put to an actual vote. In our opinion, the proper procedure would have been for the acting chair to announce the candidates and asked for a vote after the nominations were closed.

There are various ways to conduct a vote. The fundamental rule for voting in elections is that the method of voting must be in accordance with the constitution or by-laws. Parliamentary Procedure, at 21. If the by-laws do not prescribe a particular method, any of the methods described in the Rules is permissible. Rules of Order, at 220. Because the Council's By-laws do not specify a particular method for voting in elections, we have looked to the Rules to determine what procedures are authorized. For elections, the majority vote or the plurality vote are the methods most often used. However, there are several motions which may be used to expedite the election process, depending on the circumstances. In instances "[where] there is obviously no opposition for the office or offices and when ample opportunity has been given for nominations from the floor," a single motion may be made to close nominations and to instruct the secretary to cast a ballot for the nominee. Parliamentary Procedures, at 21. However, in order for this motion to be carried, a unanimous vote is required. Id. Also, in some cases, a motion may be made "to suspend the rules and elect by acclamation." However, this motion is only permitted where the by-laws explicitly authorize a suspension of the rules relating to elections. Id. Even where authorized, a motion to elect by acclamation typically requires a two-thirds or a three-fourths vote. Id.

Because the Council's By-laws do not authorize a motion to suspend the rules and elect by acclamation and because no such motion was even made and voted on by the Council, we conclude that the procedures used in the election were improper. Also, because the method used in the election was not authorized and, therefore, in conflict with the By-laws, the election is null and void. Rules of Order, at 25.

The next logical question, as anticipated in your request, is whether the election may be appealed or in some other way brought before the Council for a vote. The Rules dealing with appeals, motions to reconsider and motions to rescind are complex. Strictly speaking, an "appeal" may be made from decisions of the chair, but it must be made at the time of the ruling. Rules of Order, at 50. Here, it appears that the decision not to hold an election was made by the chairman at a time when he was not actually presiding over the Council meeting.

We believe that the appropriate way to bring this matter before the Council would be to raise a question of order. Any member who recognizes that a rule of order has been violated may bring the matter up by raising a question or point of order. Id., at 49. Ordinarily, the question of order must be made when the violation occurs. However, when the subject rule is contained in the body's constitution or by-laws, or is a fundamental principle of parliamentary procedure, the question of order may be brought up at any time. Id., at 51-52.

The procedure for raising a point of order is described as follows:

The member rises and says, "Mr./Madame Chair, I rise to a point of order." . . . [T]he chair requests the risen member to state the point of order. This the member does and resumes his or her seat. The chair decides the point. Id., p. 49.

After the point or question is raised, the chair may rule on the question raised or "request the advice of experienced members." Id., at 48. If the chair is uncertain about the point of procedure, the chair may put the matter before the assembly by saying, "Mr. A raises the point of order that the election of the vice-chairman and secretary which took place at the annual meeting was in violation of the election procedures authorized in the By-laws and in Robert's Rules of Order, which have been adopted in the By-laws. The Chair is in doubt and submits the question to the Council." Id. The chair ultimately makes the decision, which may be appealed by any two members. Id., at 49.

If it is decided that the election was in violation of the By-laws and, therefore, null and void, a motion might be made to suspend the Bylaws so that the election of officers could be held at a time other than at the annual meeting. The specific purpose of the suspension should be stated. The Rules provide that certain by-laws may be suspended only if suspension is explicitly authorized in the by-laws. However, "by-laws in the nature of rules of order may be suspended by a two-thirds vote." Id., at 223.

If the motion to suspend the By-laws is adopted allowing the election to be held out of the time, a question remains as to whether the nominations already made should be put to a vote or whether the nominations can be re-opened. It seems that if the Council votes to allow the election to be held at a time other than that provided in the By-laws and the election is pending before the Council, a motion may be made to re-open the nominations. Such a motion may require a two-thirds vote. The election could then proceed in accordance with the rules.

Your final question concerns the earliest date upon which election of a new vice-chairman and secretary may occur. If the election is successfully challenged on a point of order, as set out above, the Council may proceed to hold the election at that time.

Ann Reed Senior Deputy Attorney General Jane L. Oliver Assistant Attorney General