Greg Goodwiller

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About Greg Goodwiller

  • Birthday 10/29/1960

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    Oxford, MS

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  1. First of all, I think the wording "voting members present" is open to some interpretation - and frankly, I would recommend changing it. RONR's default understanding would be "members present and voting;" in which case the majority changes depending on how many abstain. But, assuming your interpretation that if 16 "voting members" (meaning, I guess, members who are allowed to vote, whether or not they choose to do so), then yes, in your scenario the chair could vote to create a majority. The beginning of the section you quote states that "the presiding officer, if a member of the assembly, can (but is not obliged to) vote whenever his vote will affect the result" (RONR p. 405, ll. 21-23).
  2. So, let's say you have a motion pending, an amendment to that motion pending, and an amendment to the amendment pending. Is that what you mean? In that case, no, you cannot just take one vote, because a vote on each in succession determines what you are then voting on. What you can do is move the previous question on all pending questions. If seconded and adopted by a two thirds vote, that ends debate on all three motions, and so then you simply take the three necessary votes in order without any further debate - first on the secondary amendment, then on the primary amendment (either as it was moved, or as it was amended by the first vote), then on the main motion (either as it was moved or as it was amended by the second vote). If that is not the kind of scenario you are talking about, then please say more.
  3. No. Implicit in any member's right to vote is the right to not vote. So even in a case where the presiding officer may vote, he or she is not required to do so.
  4. Also, many states have adopted a "Non-Profit Act" that establishes minimum notice, quorums, etc. for organizations whose bylaws are silent. You can usually access your state's code from its Secretary of State's website.
  5. We may need more information, but it sounds as though the second motion is proposing a different course of action. Such a proposal is called a "substitute motion," and it is a form of amendment. It can be debated and/or amended while the main motion is still pending, and then the body votes on the question, "shall the substitute motion become the main motion?" Your second post is about "unanimous consent," and does not seem to me to be relevant.
  6. There is nothing in RONR that prohibits such language, and I personally think it can be helpful for bylaws to give guidance in some cases rather than rules.
  7. First of all, I am assuming that when you say "members" in your second and third paragraphs, you mean members of the board of directors, and not simply members of the organization - since only members of the board appear to be authorized by your bylaws to request a special or called meeting. The RONR provision on those meetings is covered on pages 91-92 of RONR 11th Ed. The only "time frame" mentioned there is the required time for notice of the meeting to the members. It is simply a requirement of the president to follow the organization's rules and call the meeting. If the president does not do so, then the other board members should remind the president of the requirement, and hope that he or she moves forward with the meeting. Ultimately, RONR also includes a process for the removal from office of elected officers who are unwilling to fulfill their responsibilities.
  8. mr

    Yes, that's what a "secondary amendment" does - it proposes an amendment to a pending primary amendment.
  9. Thanks. Glad to know I'm not out in left field on that one!
  10. I actually don't think FAQ #16 fully answers the question being asked, nor do I find a plain answer in RONR itself. While RONR is clear that when previously adopted minutes are corrected at a later meeting, the content of what is corrected is to be included in the minutes of the meeting at which the correction is made (in the form of a motion to amend something previously adopted), it doesn't seem to me to say how (or if) that amendment should be written back in the minutes to which the correction was made. If there is no change made to the previously adopted minutes, then I fail to see how the body effectively amended them, since if I go back and read them years later, there would be no way for me to know that what I was reading was corrected at some future time (unless of course I read all of the organization's minutes). At the very least, I think a footnote should be added to the corrected minutes either where the word "Approved" is written, or at the point in the minutes where the correction was later adopted. But I concede that RONR doesn't state that anywhere that I can find.
  11. While concurring with my colleagues, I would also ask if perhaps you are referring to a "unanimous consent" vote, which is often a quick and simple way to move efficiently through business that is not controversial? In that case, you don't ask for either ayes or noes. The chair simply says, "the question is on ___________________. Is there any objection?" The chair pauses briefly and looks across the room to be sure no one is seeking to be recognized or indicating any objection, then says, "there being no objection, it is so ordered." If there is any objection, then the chair shifts to a voice vote, asking for by the ayes and the noes before making a declaration. And when this method is used, the minutes should read, "the motion to ______________ was adopted by unanimous consent."
  12. Additionally, depending on the type of organization, there may be applicable state law. Many states have adopted a non-profit corporation act, and one of the provisions of this act may be a meeting quorum in cases where the organization's bylaws do not stipulate one. State law "trumps" Robert's Rules. You might need to check with an attorney.
  13. Can you give the entire quote, just to be sure? If it is as you say, and nothing else, then no. But there are several variations that would change it, such as: "a majority vote of the shareholders," a majority of shareholders voting," "the shareholders present share constitute the shareholders for the purpose of admitting new shareholders," or whatever.
  14. notice of motion to rescind

    Agreed on all counts.
  15. notice of motion to rescind

    First of all, your bylaws, or for that matter your state's code, may define "minimum meeting notice." If not, then what Roberts says is that meeting notices must be "reasonable." That is a judgment call, and as the presiding officer, you are the initial "judge," and make a ruling. If the body disagrees, it can appeal from your ruling and overturn it. The rule on notice time exists for the benefit of members who may choose not to attend. Is 48 hours enough time for them to adjust their plans if the matter is important to them? Quite possibly not. A usual kind of rule is generally more like ten days or two weeks. Also, it clearly was not in the call to the meeting, which is distributed by the leadership. Sending it to the leadership, or even the entire membership, doesn't make it part of the call. And another matter may be whether or not the motion is in order at all. You say its adoption would alter the meeting. But is it germane to the business under consideration? If not, it may not be in order at this special meeting since it wasn't included in the call to meeting. Again, that is your ruling to make.