Can Chair Make A Motion In Small Group Regular Meetings

[Guest John]

I am part of a small non-profit that has a total of 23 members 8 of which are on the BOD. The regular meetings we have generally have 10 or so members present and there is frequently a quorum because many who show up are on the BOD.

 

The chair (President) at our regular meetings (we have not had a BOD meeting in years) believes he has the right to offer motions because we are a small group.

The chair sites RR  11^th edition, Pages 487-488 Procedure In Small Boards.

 

Here is the question, does this apply only to BOD meetings, or does it also apply to regular and special meetings of the membership?

[Dan Honemann]

I am part of a small non-profit that has a total of 23 members 8 of which are on the BOD. The regular meetings we have generally have 10 or so members present and there is frequently a quorum because many who show up are on the BOD.

 

The chair (President) at our regular meetings (we have not had a BOD meeting in years) believes he has the right to offer motions because we are a small group.

The chair sites RR  11^th edition, Pages 487-488 Procedure In Small Boards.

 

Here is the question, does this apply only to BOD meetings, or does it also apply to regular and special meetings of the membership?

 

The small board rules do not apply to meetings of the membership. Your membership may, however, adopt a special rule of order directing that any one or more of these rules are to apply if that is what it wants.

[Chris Harrison]

Also, although there may be a duty for the Chair to remain impartial he still does retain all the rights of membership (unless the bylaws say otherwise).  So, even if the duty to remain impartial exists he cannot be prevented from exercising those rights which includes making motions, speaking in debate, and voting.  See FAQ #1.

[Richard Brown]

I agree completely with the responses by Mr. Honemann and Mr. Harrison, but I have a question about something the original poster said in his query.  He said,

I am part of a small non-profit that has a total of 23 members 8 of which are on the BOD. The regular meetings we have generally have 10 or so members present and there is frequently a quorum because many who show up are on the BOD.

I'm curious about the last part of the statement that "there is frequently a quorum because many who show up are on the BOD". 

 

There are 23 members and there are generally 10 or so members present.  Unless the group has set a quorum requirement of less than a majority of the members, 10 members is not a majority of 23 members.  It looks to me like they usually do not have a quorum.

 

That leads me to wonder if perhaps he is not counting the eight board members as part of the 23 members that the quorum is supposed to be based on.  In other words, is he figuring that the quorum requirement is being applied to a membership of 15 (23 - 8 = 15) rather than 23?

 

If they do have a quorum requirement of less than a majority, then there is not problem.  Or maybe he means about 10 regular members show up in addition to the Board members.  I just find his phraseology a bit unusual and it has me puzzled.

 

Guest John, can you clear that up for me?

[Edgar Guest]

 . . . there is frequently a quorum because many who show up are on the BOD.

 

Like, Mr. Brown, I'm confused. Does your quorum requirement (for meetings of the general membership) include the presence of a minimum number of board members?

 

. . . we have not had a BOD meeting in years . . .

 

Have you considered eliminating the board?

[Guest Guest]

Richard, of the 23 members we have (total), 8 are on the BOD. To have a quorum we need a majority of the membership present or a majority of the board members present.

 

[Guest Guest]

In reply to Mr. Harrison's post and FAQ #1:

Here is the FAQ:

Question 1:
Is it true that the president can vote only to break a tie?

Answer:
No, it is not true that the president can vote only to break a tie. If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. So, in meetings of a small board (where there are not more than about a dozen board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member. However, the impartiality required of the presiding officer of any other type of assembly (especially a large one) precludes exercising the rights to make motions or speak in debate while presiding, and also requires refraining from voting except (i) when the vote is by ballot, or (ii) whenever his or her vote will affect the result.

 

This referes to a small meeting of the board, not the membership. Dosen't it?

[Richard Brown]

Richard, of the 23 members we have (total), 8 are on the BOD. To have a quorum we need a majority of the membership present or a majority of the board members present.

Thanks.  That clears up my main question.   However, like Mr. Guest, I'm a little surprised that you have a Board of Directors at all, let alone a Board of 8, when you have a total membership of only 23.  You have a board consisting of one third of your membership.  Although a bit unusual, that is a judgment call for your organization to make. 

 

Edited to add:  P.S.  I assume you are guest John.  You might consider joining the forum.  It is easy to join.  Just click on the "Become  a Member" link at the top right of the page.   As a member you never have to fool with those frustrating captchas and your name automatically pops up the same way every time.  You can also use the private messaging feature.

[Guest Guest]

In reply to Mr. Harrison's post and FAQ #1:

Here is the FAQ:

Question 1:
Is it true that the president can vote only to break a tie?

Answer:
No, it is not true that the president can vote only to break a tie. If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. So, in meetings of a small board (where there are not more than about a dozen board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member. However, the impartiality required of the presiding officer of any other type of assembly (especially a large one) precludes exercising the rights to make motions or speak in debate while presiding, and also requires refraining from voting except (i) when the vote is by ballot, or (ii) whenever his or her vote will affect the result.

 

This referes to a small meeting of the board, not the membership. Dosen't it?

[Richard Brown]

 

In reply to Mr. Harrison's post and FAQ #1:

Here is the FAQ:

Question 1:

Is it true that the president can vote only to break a tie?

Answer:

No, it is not true that the president can vote only to break a tie. If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. So, in meetings of a small board (where there are not more than about a dozen board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member. However, the impartiality required of the presiding officer of any other type of assembly (especially a large one) precludes exercising the rights to make motions or speak in debate while presiding, and also requires refraining from voting except (i) when the vote is by ballot, or (ii) whenever his or her vote will affect the result.

 

This referes to a small meeting of the board, not the membership. Dosen't it?

 

Only one sentence in that quote refers to small boards.... and it says so.  It's this sentence:  "So, in meetings of a small board (where there are not more than about a dozen board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member." 

 

The very next sentence makes it plain that in all other situations, the president should refrain from exercising those rights except to vote when the vote is by ballot or when his vote will affect the result.

[Chris Harrison]

No, it is not true that the president can vote only to break a tie. If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. So, in meetings of a small board (where there are not more than about a dozen board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member. However, the impartiality required of the presiding officer of any other type of assembly (especially a large one) precludes exercising the rights to make motions or speak in debate while presiding, and also requires refraining from voting except (i) when the vote is by ballot, or (ii) whenever his or her vote will affect the result.

It mentions meetings of a small Board but read it again noting the bolded and underlined passages.

[Edgar Guest]

 . . . like Mr. Guest, I'm a little surprised that you have a Board of Directors at all, let alone a Board of 8, when you have a total membership of only 23. 

 

I also wonder if the bylaws call for any regular (e.g. monthly) meetings of the board. Or does it only meet "as needed" (which, apparently, it's not).

 

It also seems odd that you can meet your quorum requirements (for meetings of the general membership) with only five members of a body (i.e. the board) that never meets.

 

But it this works for this association, I guess it works. 

[Richard Brown]

We have one post (the original post) by guest John and three posts by unknown and unnamed Guests.  Would the guests kindly do us the favor of inserting their name(s) when posting or, in the (very easy) alternative, sign up as a member?

 

Posting as a member really is a lot easier and also has certain other advantages.

[Edgar Guest]

We have one post (the original post) by guest John and three posts by unknown and unnamed Guests.

 

I think we can safely assume that, in this instance, all of the guests are the same person. But that's certainly not always the case.

 

The software could easily be configured to require that the name field be filled in and not simply default to "Guest" if it's left blank.

[John-Jack]

Yes, all replys by the guest so far have been by me 'John'. However I have just signed up to be a member of this group as 'John-Jack' as John was already taken. Thanks for all your input so far!

In regards to why we have a BOD at all. I'll have to look into the Constitution and By-Laws. That will be another conversation, perhaps in the future.  

[Richard Brown]

Yes, all replys by the guest so far have been by me 'John'. However I have just signed up to be a member of this group as 'John-Jack' as John was already taken. Thanks for all your input so far!

In regards to why we have a BOD at all. I'll have to look into the Constitution and By-Laws. That will be another conversation, perhaps in the future.  

Thanks, John.  As to why your group has a BOD, I have a sneaking suspicion that at one time the organization was larger... or perhaps the founders had high hopes for a much larger organization and planned accordingly by having an eight member BOD.

[Dan Honemann]

The chair (President) at our regular meetings (we have not had a BOD meeting in years) believes he has the right to offer motions because we are a small group.

The chair sites RR  11^th edition, Pages 487-488 Procedure In Small Boards.

 

Here is the question, does this apply only to BOD meetings, or does it also apply to regular and special meetings of the membership?

 

After all this chatter, I trust you understand that the answer to the question you asked is that the rules on pages 487-88 relating to procedure in small boards do not apply to regular and special meetings of the membership.   

[John-Jack]

I'm not sure if this is true.

Mr. Harrison made the point by highlighting the following:

  If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. 

[John-Jack]

However, on reflection, I think it best the he not use this privlege as he could always have another member make the motion if necessary and avoid any uncessary friction that might result if he did make a motion. We'll see what happens, this was only done once (so far).

[Dan Honemann]

After all this chatter, I trust you understand that the answer to the question you asked is that the rules on pages 487-88 relating to procedure in small boards do not apply to regular and special meetings of the membership. 

 

 

I'm not sure if this is true.

Mr. Harrison made the point by highlighting the following:

  If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. 

 

This is what I was afraid of. It is absolutely true that the rules on pages 487-88 relating to procedure in small boards do not apply to regular and special meetings of the membership.

[John-Jack]

Well then, I'll consider this topic closed from my point of view. Again thanks so much to all of you who have participated in this conversation.

[Richard Brown]

I'm not sure if this is true.

Mr. Harrison made the point by highlighting the following:

  If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. 

John, among the fundamental rights of membership are the rights to attend meetings, to debate, to make motions and to vote.   Pursuant to both the common parliamentary law and RONR, those rights can be suspended only when a member is facing disciplinary charges. 

 

HOWEVER, the rule is and has been that the presiding officer, having a duty to appear impartial, SHOULD NOT exercise the right to debate, make motions and to vote except in the situations pointed out, namely, when the vote is by ballot or when his vote will affect the result.  An exception is made for presiding over small boards and committees where the president is usually more active. 

 

It is a SHOULD rule (although I believe Mr. Honemann doesn't like that term).  As a member, he has the RIGHT to debate, make motions and vote, but SHOULD NOT do so in order to preserve the appearance of impartiality required of the chair.  If he insists on debating, making motions and voting on all matters, he should either relinquish the chair or resign from office.  However, he cannot be forced to refrain from debating, making motions and voting.  He can, however, be removed as president or have his authority to preside over a particular meeting removed and someone else selected to preside. 

 

See Official Interpretation No 2006-2 regarding removing the presiding officer for all or part of a meeting.  http://robertsrules.com/interp_list.html#2006_2

[Richard Brown]

Well then, I'll consider this topic closed from my point of view. Again thanks so much to all of you who have participated in this conversation.

Perhaps you came to realize that Mr. Honemann has been a part of the authorship team of RONR since 1990.  When he tells you what the rule is (or what it is not), you can take it to the bank. 

[Gary Novosielski]

Richard, of the 23 members we have (total), 8 are on the BOD. To have a quorum we need a majority of the membership present or a majority of the board members present

That's a fairly squirrely bylaw you've got there.

 

At a meeting of the membership, all members are equal, the board (as such) is not in session, so members of the board are simply members of the organization in that context.

 

It sounds like your rule (intentionally or not) has the effect of blurring the distinction between membership meetings and board meetings.

 

Your bylaws are what they are, but in the context of a membership meeting, a member is a member.

[Edgar Guest]

At a meeting of the membership, all members are equal, the board (as such) is not in session, so members of the board are simply members of the organization in that context.

 

Though this is not the first time we've seen quorum requirements (for meetings of the general membership) that call for the presence of a minimum number of officers. At least in this instance it's only an option.