Dan Honemann

On 4/19/2024 at 4:00 PM, Josh Martin said:

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.

Whether the Chair is or is not inclined to abuse a rule is beside the point.

Mr. Martin, do you have any doubt but that a rule such as the one presented at the outset of this thread will, if applied, remove the opportunity for simultaneous aural communication such as exists when the board members are present at an in-person meeting?

On 4/19/2024 at 1:37 PM, J. J. said:

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. 

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

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.

On 4/18/2024 at 10:16 PM, J. J. said:

While "for cause" is not the issue, I disagree that the clause provides a process for disciplinary action. 

Here's what it says:

"SECTION4. REMOVAL BL3.4.1 Elected Leadership Officers or Members may be removed for cause by a two-thirds (⅔) affirmative vote of the Members when a quorum of two-thirds (⅔) is present."

What more do you need?  Do you need it to say "... may be removed for cause simply by a two-thirds (⅔) affirmative vote ..."?

On 4/18/2024 at 8:01 PM, J. J. said:

They are not recognized. 

But if they talk they can be heard.  That's the requirement we're concerned with.

On 4/18/2024 at 7:49 PM, J. J. said:

Wouldn't that be the case if they cannot enter into debate at an in person meeting? 

Why can't they?

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).

On 4/18/2024 at 10:05 AM, Guest E-Board said:

For example if a member rises to make a motion that everyone present gets $1000 for attending the meeting? Can that be ruled out of order because itis not financially responsible for the organization?

My guess is that such a motion will most likely violate some rule in the organization's governing documents or applicable law.   

On 4/18/2024 at 11:29 AM, Richard Brown said:

Can someone provide a citation to the provision in RONR which states that a special rule of order may be suspended for either an entire meeting or an entire session? Although I am fairly certain I have seen it, I am unable now to find a provision which explicitly says that.

59:35(1) and 43:16 are helpful in this regard.

On 4/18/2024 at 5:02 AM, Guest Francis said:

Hello, 

My organization is holding a multi-day session where one of the rules of the organization is that a resolution must not address more than one subject. Essentially it's a single-subject rule. Would I be able to make a motion suspending that rule for the entirety of the session? Something like, "I move to suspend the rules that interfere with the debate or adoption of a resolution that address more than one subject, for the rest of the session." 

Would this be beyond the limits of a suspension of the rules? I believe that I saw somewhere that a suspension of the rules is for a particular purpose and can usually only suspend the rules for a meeting (and not an entire session). What I consider to be the particular purpose here is allowing debate and adoption of a multi-subject resolution. Let me know what you guys think.

Actually, I think that you could make a motion such as the one that you suggest, but it appears to be overkill.  Why not just move to suspend the rules that interfere with the consideration of the resolution you have in mind?

If a bylaw in the nature of a rule of order says that it cannot be suspended, it cannot be suspended.

The minutes should reflect exactly what was adopted, which in this case is the agenda as amended. 

"The agenda, after amendment, was adopted as follows:"

I too first met George Mervosh many, many years ago at an NAP convention.  This was in the bar to which we had both fled for survival.  We greatly enjoyed the drinks and each others company for quite some time.  A lasting friendship was formed, and I look forward to seeing George again at another meeting of the TFP some day.  His presence in this Forum will be sorely missed.

On 4/17/2024 at 10:25 AM, Guest Lindsay said:

When adding items to the agenda, is it necessary to both change the agenda and list the changes with the motion to accept? 
seems redundant to me…

Frankly, I don't understand the question.

When is this "adding" of items to the agenda taking place?  While it is pending for adoption?  After it has been adopted?

I assume that "change the agenda" means amend it, but I don't know what is meant by "list the changes with the motion to accept".

On 4/17/2024 at 2:23 PM, Guest Guest said:

Our organization has a Constitution and By-laws.  We have very specific timing and methods of amending our by-laws (certain months, written anonymous ballots, notice to all members, etc.).  This month, we are reviewing a budget.  This budget will be based on more dues than is currently established in our by-laws.  The presenters are trying to say that if the budget should pass, then our dues must increase to be in "conformance" with the new budget and they will just increase them.  They are using RR 12th Edition, 12:15 as their back up.  I do not think this is the intent of that section nor can you change a by-law without following all of the requirements of our amending our by-laws that are existing rules. Can this section be used in that manner?

Of course not.

On 4/17/2024 at 4:07 PM, Rob Elsman said:

But, I think the crux of the question is whether a "an extensive evidentiary trial" is required.

And I am saying, based solely upon what has been posted, the answer is no.

On 4/17/2024 at 3:11 PM, Shear70 said:

"SECTION4. REMOVAL BL3.4.1 Elected Leadership Officers or Members may be removed for cause by a two-thirds (⅔) affirmative vote of the Members when a quorum of two-thirds (⅔) is present."

There may well be other provisions in your bylaws which will shed light on this, but based solely on what is said here it would appear that all that is required for removal is the affirmative vote of two-thirds of your entire membership.  Presumably, this vote must take place at a regular or properly called meeting of your membership.  The "cause" for removal will presumably be set forth in the motion or resolution calling for removal.

On 4/16/2024 at 3:11 PM, Guest Sondra B. said:

We voted, in the majority, to not sell a 30 acre tract of land, and not to entertain any other offers to sale that would be presented for this year and for the foreseeable future 

We also voted, in the majority, to “look into other avenues of investing the property through leasing and land maintenance. 

Well, assuming these decisions to which you refer were validly adopted (and I have no reason to believe that they were not), any future motion to do something that conflicts with what has now been decided will have to be cast in the form of a motion to Rescind or a motion to Amend Something Previously Adopted.  For a detailed description of these motions and the vote required for their adoption see 35:1-12 in your copy of RONR, 12th edition. 

On 4/16/2024 at 12:59 PM, Rob Elsman said:

I guess I feel a little obligated to explain an alternate parliamentary path that has been opined by Mr. Honemann, but with which I disagree.

Instead of using a series of two main motions, as I explained above, the maker can just make the desired main motion (which would be the second main motion in the series I discussed above).  After the chair has stated the question on the adoption of the main motion, the mover can make a motion to modify the limits of debate.  For example, he might move that debate on the motion will be limited to one speech of five minutes for each member.  Before this subsidiary motion is voted on, the member can then move the Previous Question on all pending questions.  If the motion for the Previous Question is adopted, Mr. Honemann is of the opinion that the question on the adoption of the motion, Limit or Extend the Limits of Debate, is then put.  Under this scenario, the adoption of this last motion will result in a parliamentary situation where members can debate the main motion, but amendments would be barred.  Mr. Honemann is basing his opinion on a very valid and worthy reading of RONR (12th ed.) 16:9.  To be clear, I do not for a minute consider Mr. Honemann to be talking nonsense.

I am of a different opinion than Mr. Honemann.  I am of the opinion that the question on the adoption of the motion, Limit or Extend the Limits of Debate, becomes moot if the Previous Question is adopted and not rejected upon reconsideration.  So, in my opinion, the path described in the previous paragraph will not work.  I base my opinion on RONR (12th ed.) 39:3, since I hold that it is absurd to propose to limit or extend the limits of debate affecting motions that have all been rendered undebatable by the order for the Previous Question.

The authors are certainly aware of this difference of opinion as to which rule is controlling in this situation.  As far as I know, the matter has not been discussed and decided upon (and might never be).

Once again, I think it would prove helpful (at least to me) if you would post a link to whatever opinion I have expressed in this regard to which you now refer.

I certainly remember expressing an opinion as to what what should happen if the previous question is ordered at a time when a motion to limit debate is immediately pending, but I do not recall ever suggesting that this is a procedure anyone should consider using to accomplish the result desired by Guest David A.

On 4/16/2024 at 10:32 AM, Guest Sondra B. said:

Certain members are my family act as existing officers of a family corporation that operates in the act of selling family property and handling other matters. We recently were presented with an opportunity to sell some property and in a meeting a week ago, the majority voted not to sell, as in a previous meeting stated months before, members agreed to hold off on selling for the foreseeable future. However, one of the officers have been making calls to other board members to get people to change their minds about our vote. We have just been notified that a meeting has been scheduled to bring up this matter again. After we voted about this over a week ago, can this motion to vote again be reintroduced? Is coercion to change a motion after it has been voted on legal? If so, what steps should be taken to handle this matter?

I think it would be helpful if you would quote, verbatim, exactly what motion or motions have been adopted.

In any event, nothing in Robert's Rules prohibits members from attempting, between meetings, to persuade other members as to how they should vote.  

For whatever it's worth, I agree with Mr. Martin that if notice in proper form is sent out by the chair prior to the 10 day deadline, the special convention will have been properly called if this action taken by the chair is ratified by the Executive Committee prior to the date on which the convention is to be held.

This is assuming that all relevant and material facts have been stated here in this discussion and that the rules in RONR (12th ed.) 10:54-56 are controlling.

On 4/11/2024 at 12:06 PM, J. J. said:

The society has a several day session. 

1.  At some point, a member moves "to suspend the rules for the remainder of the session and permit the vice president to serve as chair."  There will be several different items of business to be considered, including motion #37.  Is that motion, in all cases, an incidental or an incidental main motion? 

I apologize for coming late to this party, but it seems to me that 62:12 says that this is an incidental motion to Suspend the Rules.

On 4/11/2024 at 1:50 PM, Josh Martin said:

I agree that it's not unusual for organizations to hold an unnecessary "yes/no" vote to approve an unopposed nominee, but that doesn't mean it's proper to do so. Unless the bylaws require a ballot vote, if there is only one nominee, the chair should declare the nominee elected by acclamation.

On 4/11/2024 at 1:50 PM, Josh Martin said:

Unless the bylaws require a ballot vote, if there is only one nominee, the chair should declare the nominee elected by acclamation.

I'm sure you mean that this is so only if the election is to be by voice vote.

On 4/11/2024 at 9:29 AM, Guest Kay C said:

He doesn’t qualify to be a member. 

By this do you mean that he does not meet the eligibility requirements set forth in your bylaws?

On 4/10/2024 at 10:48 PM, clmsntgrs said:

My organization is holding elections for a couple of officers on our board.  It is my responsibility as Secretary to run the election. 

This is rather unusual, so I assume this is pursuant to your organization's rules.

On 4/10/2024 at 10:48 PM, clmsntgrs said:

In our bylaws it states that each candidate for our Director position may give a 3 minute speech prior to members casting votes.  Although not stated in our bylaws I would like to allow time for members to ask questions of the candidates after each has completed their speeches. 

Much depends upon exactly what your bylaws provide in this connection.  It may well be that they preclude any question and answer period such as this. If not, the assembly (not you individually) may adopt a rule providing for such a question and answer period.  

On 4/10/2024 at 10:48 PM, clmsntgrs said:

I've done some research and I'm not quite sure what this period for questions would be called.  Also I'm not sure how to formally make a motion to move us to this period.  Just trying to figure the correct terms to use to allow for questions, end the questions period and then move to casting ballots.  Any guidance would be greatly appreciated.

Draft a motion stating exactly what you want this rule to say and arrange for someone to make it (if you are presiding you should not do it yourself). This should be framed as a rule to be applicable during the current meeting only, which will enable the assembly to adopt it by a two-thirds vote without previous notice.