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Thank you everyone for your responses! Greatly appreciated. I actually checked our Bylaws and only see that the Parliamentarian is on the executive board. I think it may be custom that they serve as the bylaws chair also. This sounds like a good opportunity for us to update our bylaws to provide clarification.

Everyone has to actually vote in order to vote. No one is "automatically" counted as anything.

But I would argue that it is the rules as applied which are the problem here, not the rules themselves. The apparent concern (and I think it is a valid concern) is that the chair has more ability to abuse this rule than a chair would in an in-person meeting. And this illustrates why ultimately a balance must be struck between these competing concerns. I'd also note that there are challenges on each side even without assuming malicious intent. A chair may inadvertently overlook requests for recognition, or members may inadvertently leave their audio unmuted and expose others to background noise or feedback loops.

No, of course not. The opportunity for simultaneous aural communication exists when the members present are able to hear each other.

I am on the board in question. I sought recognition using the emoji system and also waving my hands in the camera. and the chair refused to recognize me multiple times. I waved my hands to get the visual attention of the other board members as well. Andrew also turned off the video of board members who were attempting to communicate by a written message when they were refused recognition. So, therefore I agree with Mr. Honnemann's position.

Just to note that open meetings on zoom have also introduced us to "zoom bombers" (folks who take the opportunity to "prank" the assembly, often with vulgar audio & video). Also, the ability to mute participants (and ignore emojis and actions and other alerting methods) can empower the worst instincts in many a chair, where they could not be so brazen at an in-person meeting.

How large is the board? Under small board rules (smaller than about a dozen), yes. Under normal rules, no.

If a member has a pecuniary (financial) interest in the motion, they should refrain from voting. However that is a recommendation; they cannot be prevented from voting. 45:4. Simply being friends is not a conflict of interest.

They are open to vote yes, vote no or abstain. The only restriction is the maker of the motion (does not apply to the seconder) may not debate against their motion.

Maybe I'm missing some context here, but isn't the rule in question just a virtual form of the in-person rule that you must be recognized by the Chair to speak? And the Chair even has a method whereby a person can interrupt the speaker. In fact, if there was an issue with people speaking over each other and not seeking recognition despite repeated warnings, I would contend that the Chair had a duty to implement a rule like this to enforce order. Even if they can speak when recognized AND can speak when it interrupts a speaker? How would that be different than an in-person meeting. 9:31 requires conditions of opportunity, echoed in 9:34 that says there needs to be opportunity for simultaneous aural discussion which we have here if people raise there hands or do "ta-dah!". It does not require everyone to talk whenever they want like it's open-mike night.

Under RONR, are board members allowed to have an open discussion about a topic on the agenda prior to a motion being made? And then after the motion is made, go to debate if needed?

Are you suggesting that members should be permitted to speak without recognition, as that seems to be the only way to permit "simultaneous aural communication," at all times.

Do those that make the "motion" and "second the motion" also have to submit a vote... I'm assuming yes, or because they have made the motion or seconded are they automatically counted as a "yes"? Thanks in advance... This has been very helpful!

I didn't expect that I would be starting a firestorm. 😀 This is what RONR says in 9:31 (with emphasis supplied by me): "Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or “face-to-face”) meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly (see 1:1) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present." and in 9:34: "It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting." At the outset of this thread we were told that a board's chair has proposed a "new process for Zoom meetings: meeting participants will be muted by default, with hand raises noting a desire to speak, and the “X/no” or “Ta-da” emoji noting a desire to make an interrupting motion." The question was: "So would having all board members muted by default be a violation of this section [referring to 9:31] of RONR ? I replied by saying: "When members participating in a board meeting are muted, the group that is meeting does not constitute a deliberative assembly (see 1:1, 9:31, 9:34)." I thought it was a no-brainer, and I still do.

Yes, 5 is greater than 3. So the motion carries. Vote changing is not permitted once the result is announced.

Thanks... As a follow-up, if one of the individuals changes from "abstain" to "no".... 5 "yes" is still greater that 3 "no" and of the 8 votes cast, 5 yes is more than half. Correct?

It is no more incomprehensible than to say that a motion is amendable but not debatable. The meaning is clear and concise. A rule may be amended, but it may not be suspended. There are many rules in most any set of bylaws that fall into this category.

Yes. For a majority vote, all that is necessary is for the Yes votes to be strictly more numerous than the No votes. Anything less, including tie votes, rejects the motion. It does not make any difference how many people abstain. Abstentions should not be called for, and should not be counted, except during roll-call votes. Anyone who does not vote has abstained. But on an ordinary majority vote, abstentions cannot affect the outcome. They are not votes at all.

Thanks... So if the vote was 5 "yes" and 3 "no" and 2 "abstain"... 5 is greater than 3, and of 8 votes cast, 5 were yes, which is still more than half.

5 is greater than 2, so yes, assuming a majority is needed. Or, to look at it another way, of 7 votes cast, 5 were yes votes, which is more than half.

Mr. Martin - thank you for clarifying your position. I appreciate the time you took to reply and sift through the "election" process. One of my responsibilities as Parliamentarian is to work with a committee of 4 to review and rewrite the bylaws as needed. We will have to look at the President Elect and the terms of office. This org was founded in 1991, a totally different generation and culture. I can foresee a few changes....

I'm looking for clarification on counting the votes on a motion... If there are 10 members, and 5 vote "yes" and 2 vote "no" and 3 "abstain" does the motion carry?

Most of your questions deal with Vermont law, not RONR. Under RONR, there are no rules covering most of these. Debate can get into the legality of a motion, however, a point of order could only be raised it the motion were to violate a procedural rule of law (23:6 c).

Thank Rich. I agree with your suggestion to make a provision in the bylaws helps a lot

Thanks Josh. We will propose to appoint a committee in the coming general body meeting.