FAQ 6

[jstackpo]

 the motion lost at the time, and nobody questioned that by Point of Order, then the motion is indeed lost and it's almost certainly too late to change that.

Except that it can be "changed" by renewing the motion next meeting/session. Better luck next time!

 

Perhaps "renew" is what T.R. had in mind with "almost certainly".

[Guest James B Clayton]

Thanks TR and JD.

 

The motion was made, discussed and voted at a regular monthly meeting of our Board of Directors. The chair declared the motion lost, discussion ensued on Point of Order and the Board agreed with the chair's declaration.

 

The next day, one Director sent an email to all Directors stating that the Board had incorrectly evaluated the results of the vote and that that the motion did, in fact, pass. The Director cited FAQ 6 as reference for this conclusion.

 

Several Directors replied in unison by email to all Directors  refuting the first Director's conclusion and recommending that another motion be made, discussed and voted at the next meeting rather than continuing an email debate about procedural issues and by-laws interpretations.

 

The first Director responded by email to all Directors with a detailed argument about procedural issues and by-laws interpretations, and requested the chair to "announce the motion as passed."

 

When yet another Director joined in the fray and email arguments/counter-arguments started to escalate, the chair called another vote on the same motion by email.

 

That's where we stand at this moment.

 

 

[jstackpo]

Is voting be e-mail authorized in your bylaws?

[Thomas Ralph]

Except that it can be "changed" by renewing the motion next meeting/session. Better luck next time!

 

Perhaps "renew" is what T.R. had in mind with "almost certainly".

Well, it's almost certainly too late to change the result of the vote first mentioned. Naturally it is in order to renew it at the next session. As for email? Don't count on it...

[Guest James B Clayton]

The by-laws state: "In the event that it is not reasonable or practicable for the directors to meet in person, if all directors consent, such meeting may be held by conference call or in any reasonable manner. In the event such procedure is used, the Board shall ratify such action taken by resolution, in writing signed by each director, at the next Board meeting. Any action so taken shall have the same effect as though taken at a Board meeting attended by the directors."

 

The chair just notified all Directors that the email vote is complete and the original motion has passed. Seems to me that you can't vote on a lost motion and that you can't renew a lost motion and vote on it unless you hold a meeting. It's also not clear that calling an email vote is a proper substitute for holding a meeting. 

 

The chair also asked the nominating committee and our rules committee to jointly draft a resolution and make a motion for discussion and vote at the next board meeting. Purpose of the resolution is to improve the process for filling a board vacancy with lessons learned from recent events.

[jstackpo]

E-mail ain't no "conference call".  You better start checking with lawyers who are familiar with the HoA laws where you are.  Ask what is a "resonable manner"? This is getting well beyond RONR's field of competence.

[Thomas Ralph]

"Any reasonable manner" is wide enough to drive a coach and four horses through.

[Gary c Tesser]

My apologies for unintentionally breaking your forum rule....

 

At the risk of beating a dead horse, or being tiresome, I'll point out that it's not a forum rule, it's a reality rule.  If Chris and Edgar and Dan and me and maybe that officious peremptory supercilious Nancy person have to go to work or dandle the grandchildren or get eaten by a bus or run over by a crocodile, how could you think that might, let alone necessarily, mean that we agree with some assertion; any assertion?

 

... I hereby withdraw my erroneous assumption ...

 

Thank you.  I'm glad we can move on; taking that officious peremptory supercilious position was distinctly unpleasant.

[Gary c Tesser]

... The "misrepresentation of FAQ 6" to which I referred in my second post meant that one of our Directors was quoting FAQ 6 to other Directors and stating that it clearly and definitively supports his own interpretation of the by-laws to the exclusion of all other possible interpretations. I entered this form seeking confirmation of this Director's claim rather than seeking a different interpretation of our by-laws....

 

 

OK, then:  clearly and definitively, and unambiguously and categorically (you get those last two for free), what that director (or Director, I suppose you're Canadian), this statement about FAQ 6's application to your situation is not true.

 

 

 

 

Mr Clayton, I think this is the pertinent point that your group needs to get.

 

But, given that fact, I am at sea as to what effect the follow-up actions (posts 27 and 30 or so) might have.

 

Let me just add that it is such a joy, a privilege, and a challenge being here on a planet  engulfed with daffy people.

[Shmuel Gerber]

Let me just add that it is such a joy, a privilege, and a challenge being here on a planet  engulfed with daffy people.

 

That's an interesting observation, but I can't help wondering whether it's actually engulfed by daffy people, or maybe in daffy people.

Anyway, excuse me, I gotta go mix some more metaphors before they settle to the bottom . . .

[Guest James B Clayton]

Mr Tesser -  I truly appreciate your sense of humor and grasp of reality.

 

Nonetheless, there is a verb missing from your statement of the pertinent point my group needs to get. I think you are on to something important so would you mind filling in the blank so I don't go making another one of my erroneous assumptions?

 

Thanks, again.

 

BTW, the effect of the chair's  follow-up actions described in posts 27 and 30 were to obtain a unanimous approval of the lost motion and calm down our Board members to the point where we are all talking among ourselves like friends and neighbors. This is expected to last until the two committees meet jointly to agree on the application of FAQ 6 to our situation.

[Gary c Tesser]

Mr Tesser -  I truly appreciate your sense of humor and grasp of reality....

 

I'm pleased to see you were amused, and thank you for the compliments.

 

...Nonetheless, there is a verb missing from your statement of the pertinent point my group needs to get. I think you are on to something important so would you mind filling in the blank so I don't go making another one of my erroneous assumptions?  ...

 

Great Steaming Cobnuts, there wasn't just a verb missing, but a whole quotation (the empty box, in post 34, that should have contained the pertinent excerpt from post 12).  But indeed, something was missing from my first sentence in post 34, which should have read, more or less:

 

"OK, then:  clearly and definitively, and unambiguously and categorically (you get those last two for free), what that director ... said about FAQ 6's application to your situation is purely not true."

 

But now I have to sheepishly confess that I don't remember for sure the point I was trying to make in trying to quote from post 12.  What I vaguely think I had in mind, although it isn't really supported by post 12, except remotely by point 3 there, is that your whining director's complaints about apparent improper procedure, and his absurd yammering about the alleged clear and definitive application of FAQ 6, have no formal standing, and are merely annoying.  Since, at the meeting, the chairman announced that the motion was lost ("...so the Board concluded", post 1), I assume (making a "sum" out of him and me, as the old observation almost goes :  him plus me equals us), it's important to get that "Members have no right to criticize a ruling of the chair unless they appeal from his decision [p. 256, lines 4 - 5]."

 

This is a fundamental aspect of civilized, orderly conduct, often -- all too often -- overlooked.  And I submit that, were this rule observed and enforced strictly and consistently, the amount of strife and vexation would be vastly reduced.

 

... 

BTW, the effect of the chair's  follow-up actions described in posts 27 and 30 were to obtain a unanimous approval of the lost motion and calm down our Board members to the point where we are all talking among ourselves like friends and neighbors. This is expected to last until the two committees meet jointly to agree on the application of FAQ 6 to our situation.

 

But as I said in post 34, " I am at sea as to what effect the follow-up actions (posts 27 and 30 or so) might have."  Setting aside reservations that Dr Stackpole, and perhaps I, and maybe every other daffy person on this planet (which leaves out no one), has about the legitimacy of the e-mail activities, this dangerously looks like a p. 251 ( b ) violation; except that, with unanimous adoption of the previously lost motion, maybe you all easily skate by. ... Or -- maybe "also" -- since the motion had been declared lost (the original post, and Mr Ralph, post 25), then, as Mr Ralph and Dr Stackpole point out (posts 26 and 29), the motion can easily be renewed, and adopted (unanimously, eh? mercy me); and it has been, if your out-of-meeting actions are indeed legitimate, involving, as Mr Ralph points out, your coach and four horses (post 32).

 

Oh, and the value of the achievement of "we are all talking among ourselves like friends and neighbors" is not to be minimized.

 

[Edited to put a comma in.]

[Guest James B Clayton]

Mr. Tesser,

 

Thank you for confirming my heretofore close-held assumption about the identity of the missing word and the meaning of your otherwise clearly-stated point.

 

Any good will produced by our organization's questionable, out-of-meeting action will, no doubt, go up in smoke as soon as we return to debating our one Director's claim that FAQ 6 clearly supports his conclusions.

 

One problem is the manner in which the first sentence of the second paragraph of the FAQ 6 response is written. It states: "In the usual situation, where either a majority vote or a 2/3 vote is required, abstentions have absolutely no effect on the outcome of the vote . . ." Then it tacks on: ". . . since what is required is either a majority or 2/3 of the votes cast."

 

Some daffy people in this neck of the woods tend to interpret the first sentence to mean exactly what it says;  that abstentions have no effect on any vote when a majority or 2/3 vote is required. Due to daffiness, they ignore the tacked-on phrase and erroneously conclude that it makes no difference whether the requirement is for a percentage of votes cast, of voters present, or of all voters.

 

There would be no problem if the sentence read: "In the usual situation, where what is required is either a majority or 2/3 of the votes cast, abstentions have absolutely no effect on the outcome of the vote."

[Gary Novosielski]

The entire sentence clearly refers to the usual situation.  If the situation is other than usual, the mileage may differ.

 

It may help to note that when RONR (or your bylaws) specify a "majority vote" or a "2/3 vote", that is in fact a shorthand notation.  Expanded, it is understood to be followed by "...of those present and voting."   And in that case it is clearly true that abstentions cannot affect the outcome, because someone who abstains, although present, is certainly not voting.

[Guest James B Clayton]

Thank you.

 

 

Anyone who understands your valid points should have no trouble with the sentence as written.

 

But our directors are not well-versed in RONR and don't know the default meaning of "majority vote," When they read the first part of the sentence without reading the last phrase, they get the mistaken impression that abstentions have no effect on any type of majority vote, whether its the unusual case of majorities of those present and voting, or the unusual cases of majorities of those present or majorities of full membership.

 

Call it laziness, daffiness or whatever. All I know is that these particular folks got the wrong impression from the first sentence being structured as it is.

[Guest James B Clayton]

Second sentence of second paragraph of post 40 should read:

 

When they read the first part of the sentence without reading the last phrase, they get the mistaken impression that abstentions have to effect on any type of majority vote, whether it is the usual case of majorities of those present and voting, or the unusual cases of ,ajorities of those present or majorities of full membership.

[Gary Novosielski]

Call it laziness, daffiness or whatever. All I know is that these particular folks got the wrong impression from the first sentence being structured as it is.

 

"Never underestimate the power of stupid people in large groups." --George Carlin

[Guest James B Clayton]

Can someone tell me if RONR editors are interested in receiving suggestions for re-wording rules to minimize the possibility of misuse by the people that George Carlin cautions against?

[Shmuel Gerber]

Can someone tell me if RONR editors are interested in receiving suggestions for re-wording rules to minimize the possibility of misuse by the people that George Carlin cautions against?

 

The authors are the editors when it comes to rewording rules. Suggestions are always welcome, but if they are posted on the forum don't be surprised if other posters disagree. If you sign in as a member of the forum, you can also contact any of the RONR authors who post here (Daniel H. Honemann, Thomas J Balch, or Shmuel Gerber) by sending a private message.

[Guest James B Clayton]

Thanks, Shmuel.

 

Actually, RONR (11th ed.) p.400, 11. 1-23 ff are very clear.

 

The problem my group experienced is due to the wording of the answer to FAQ 6 on this Web site (as described in posts 38-41). There is nothing wrong with the FAQ response wording, but it could be slightly tweaked to eliminate the possibility of misunderstanding by a minority of readers, like some of my group, who are not versed in RONR and don't read the rules.

 

After three days, no poster has taken issue with my suggestion in post 38, so I thought I would offer it to the author of the FAQ 6 response. Are you or one of the two other RONR authors also the author of the FAC 6 response?

 

[Shmuel Gerber]

One problem is the manner in which the first sentence of the second paragraph of the FAQ 6 response is written. It states: "In the usual situation, where either a majority vote or a 2/3 vote is required, abstentions have absolutely no effect on the outcome of the vote . . ." Then it tacks on: ". . . since what is required is either a majority or 2/3 of the votes cast."

 

Some daffy people in this neck of the woods tend to interpret the first sentence to mean exactly what it says;  that abstentions have no effect on any vote when a majority or 2/3 vote is required. Due to daffiness, they ignore the tacked-on phrase and erroneously conclude that it makes no difference whether the requirement is for a percentage of votes cast, of voters present, or of all voters.

 

There would be no problem if the sentence read: "In the usual situation, where what is required is either a majority or 2/3 of the votes cast, abstentions have absolutely no effect on the outcome of the vote."

 

Your suggestion is noted. However, that wording would fail to recognize that the usual requirement of "majority vote" or "two-thirds vote" actually means that "what is required is either a majority or two thirds of the votes cast."

[Timothy]

Your suggestion is noted. However, that wording would fail to recognize that the usual requirement of "majority vote" or "two-thirds vote" actually means that "what is required is either a majority or two thirds of the votes cast."

I agree. If the wording specifically states "votes cast" then it isn't clear what is meant when the word "cast" is left off.

[Edgar Guest]

 . . . it could be slightly tweaked to eliminate the possibility of misunderstanding by a minority of readers, like some of my group, who are not versed in RONR and don't read the rules.

 

There is no way to eliminate the possibility of misunderstanding by readers [sic] who don't read the rules.

 

There would be no problem if the sentence read: "In the usual situation, where what is required is either a majority or 2/3 of the votes cast, abstentions have absolutely no effect on the outcome of the vote."

 

Oh, there would be problems.

[Guest James B Clayton]

Re posts 46, 47 and 48 -

 

One possible solution that we are thinking of trying is to modify the By-Laws to spell out the basis for decision with the actual number of votes necessary to carry the motion.

 

For example, after the current statement: "Vacancies on the Board shall be filled by a majority vote of the remaining Directors," we would add to the By-Laws: "For example, if one vacancy exists, there would be 10 remaining Directors, so 6 votes of approval are required . Likewise, if two vacancies exist, there would be 9 remaining Directors, so 5 votes of approval are required."

 

 

[Edgar Guest]

For example, after the current statement: "Vacancies on the Board shall be filled by a majority vote of the remaining Directors," we would add to the By-Laws: "For example, if one vacancy exists, there would be 10 remaining Directors, so 6 votes of approval are required . Likewise, if two vacancies exist, there would be 9 remaining Directors, so 5 votes of approval are required."

 

What you're describing is not a majority vote but rather the affirmative vote of a majority of the directors. So you could simply call it what it is.