Josh Martin

Based on the facts presented, the motion was adopted by a vote of 2-1. The President's ruling was correct, and your understanding is wrong. A vote of 2-1 is a majority. Additionally, your definition of a majority as "half plus 1" is also wrong. A majority is simply "more than half." "As stated in 1:6, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means “more than half”; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting." RONR (12th ed.) 44:1 This is how it's supposed to work, because as you say, "abstentions do not count." Creating rules under which an abstention would have the same effect as a no vote would defeat the point of abstentions. "Voting requirements based on the number of members present—a majority of those present, two thirds of those present, etc.—while possible, are generally undesirable. Since an abstention in such cases has the same effect as a negative vote, these bases deny members the right to maintain a neutral position by abstaining. For the same reason, members present who fail to vote through indifference rather than through deliberate neutrality may affect the result negatively." RONR (12th ed.) 44:9

Yes. In this event, the motion is out of order. There's no need for a motion to "keep doing what we're already doing." Yes. Yes, that would be a motion to Rescind.

No facts have been presented at this time suggesting the Zoom is open to the public.

I don't believe it can. So if this was used for an election, I think you'd need either need to use an external voting platform or adopt some special rules of order for a workaround (e.g. provide a general "write-in" option, and then provide some mechanism for handling the situation where "write-in" wins, similar to what I believe was used at NAP conventions when the previous electronic voting system was used).

In my view, the fact that the bylaws require notes of committee meetings to be retained for seven years, in and of itself, does not change any of the other rules pertaining to such notes. Certainly, however, the organization is free to adopt rules requiring that the notes be approved or signed, or even to require that the committees take formal minutes in the same manner as an assembly, if it wishes to do so.

Do your bylaws or applicable law authorize such meetings? Such meetings are not permitted under RONR, unless authorized by your bylaws or applicable law. RONR says the following on this subject. Generally, my understanding is that "yes," the Zoom poll feature satisfies the requirement for a secret ballot. (Assuming, of course, that the assembly is authorized to meet in this manner to begin with.) "Voting by ballot (also known as secret ballot) is used when secrecy of the members' votes is desired. A ballot vote is a vote taken by instruments, such as slips of paper or electronic devices, by which members can indicate their choices without revealing how individual members have voted. On a ballot vote in an election or other vote involving multiple possible choices, members are able to write in or fill in a vote for any eligible person or choice and are not confined to voting for or against candidates that appear on the ballot." RONR (12th ed.) 45:18

Well, that seems to be an even bigger problem, so that should be rectified as soon as possible. This should, of course, be corrected. Small victories. I think this is, unfortunately, correct.

Well, for future reference, the assembly should not be waiting a year to approve minutes, because it's hard to remember what happened a year ago. "Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see 48:15)." RONR (12th ed.) 48:12 I'd also suggest that it seems quite likely the assembly is putting too much information in its minutes. That's usually what leads to these sorts of disagreements. See RONR (12th ed.) 48:2-8 for information on what the minutes should contain. "In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes must never reflect the secretary's opinion, favorable or otherwise, on anything said or done." RONR (12th ed.) 48:2, emphasis in original To the extent your assembly is already following that advice, another top culprit for these sorts of issues is failing to require that motions be submitted in writing. "Work product" is not a term used in RONR. I understand you to be asking who the minutes "belong" to. They ultimately belong to the association. You are the Secretary now, so I believe you could modify the draft minutes if you wish, but you are under no obligation to do so. If you prefer to leave this matter to the assembly's discretion, you are free to do so. That's ultimately up to the association to decide, not the current Secretary (and certainly not the former Secretary). Corrections are generally handled by unanimous consent, but if there is a disagreement for some reason, a majority is sufficient. None. That's ultimately up to you, but my guess is if there is this much disagreement, this is ultimately going to be resolved by the association one way or another. So if I were you, I'd probably leave the draft minutes as-is and inform the board member he is free to propose a correction when the minutes are pending for approval if he wishes to do so. Even if you did make the requested correction, it seems likely someone else would move to change it back to the original. Good.

Well, thank you for these additional facts. Based on this, I would first suggest that the motion be reworded slightly, because the motion as written seems to be asking the church to approve something it has already approved (the Church Building Expansion Project), which is neither necessary nor in order. Also, a motion should be written as a statement, not as a question. Based on my understanding of the motion's intent, I would suggest the wording "To approve the current design for the church building expansion project, as proposed by XXX." (On the other hand, if the motion doesn't actually do anything but maintain the status quo if approved, then the motion is out of order.) "Motions to “reaffirm” a position previously taken by adopting a motion or resolution are not in order. Such a motion serves no useful purpose because the original motion is still in effect; also, possible attempts to amend a motion to reaffirm would come into conflict with the rules for the motion to Amend Something Previously Adopted (35); and if such a motion to reaffirm failed, it would create an ambiguous situation." RONR (12th ed.) 10:10 To the extent that this motion does not modify the cost or funds needed for the project, as approved in the original motion, this could be adopted as an ordinary main motion by a majority vote, since my understanding is the original motion did not approve any particular design. If this does modify the cost or funds needed for the project, the motion should specify as much, and it would require a motion to Amend Something Previously Adopted. Finally, I would note that even to the extent this motion is rejected, the assembly is still obligated proceed with the Church Building Expansion Project, and I suppose would need to decide on some alternative design. If the assembly no longer wishes to proceed with the project, the original motion would need to be rescinded or amended. This is false. If the motion fails, the original motion stands. If it is desired to terminate the project, then a motion to Rescind or Amend Something Previously Adopted is required.

I wonder if perhaps there is a mistaken belief that the call of a special meeting is limited to a single item of business, and that is what gives rise to this question.

To be clear, by "simultaneously" I understand you to mean sending the call of both meetings simultaneously, not referring to holding both meetings simultaneously. If you mean the latter, that raises a bunch of issues. I'm somewhat unclear on the purpose of calling two separate special meetings rather than just handling everything at one meeting and scheduling an adjourned meeting if necessary, but to the extent there is a need for two special meetings, I see no reason that the call of both special meetings cannot be sent simultaneously. I am also unclear as to the meaning of "15% of the quorum of the last membership meeting." Could you quote what your bylaws say on that matter exactly and, while we're at it, what they say about quorum? Well, actually the quorum could vary from meeting to meeting, depending on the manner in which quorum is defined. If quorum is established as a percentage of the membership, rather than as a fixed number, quorum may fluctuate slightly as members join or leave the society. So the intent of "15% of the quorum of the last membership meeting" may be to fix a set time at which the quorum is set for purposes of this calculation. To the extent that the rule does say "last membership meeting" and not "last regular membership meeting," it's conceivable this could affect the validity of the call for the second special meeting, but generally I would guess the fluctuations in quorum are small enough that it will not be an issue.

Nor will you find it there. There is no official edition of Robert's Rules of Order with that title. Rather, it appears to be referring to one of the many third party knockoffs out there. These books have proliferated because Robert's Rules of Order is old enough that some of the older editions are now in the public domain. (Most of the third party knockoffs are based on the 4th edition, published in 1915.) I'm not entirely certain what book your rules are referring to, because I'm not aware of a book with the exact title "Robert's Rules of Order, Simplified Edition." There are several third party knockoffs with both "Robert's Rules of Order" and "Simplified" in the title. If forced to hazard a guess, I suspect the drafters were referring to Webster's New World Robert's Rules of Order Simplified and Applied, 2nd edition by Robert McConnell, as this is one of the more widespread knockoffs. But they could conceivably be referring to The Modern Edition of Robert's Rules of Order (A Simplified, Updated Version of the Classic Manual of Parliamentary Procedure) by Darwin Patnode; or Robert's Rules Simplified by Arthur Lewis; or Robert's Rules Simplified: Pocket Guide to Rules of Order by an unknown author; or The New Robert's Rules of Order: A Modern and Simplified Version by Mary De Vries; or some other junk that didn't pop up in my Google search. But since none of the third party knockoffs are very good, I would advise your organization to amend the rules in question to replace this sentence with the following language: "The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt."

Yes. The procedures for amendments to the bylaws are discussed in great detail in RONR (12th ed.) Section 57. Well, for starters, why are these amendments being sent to the Rules Committee to begin with, if this has never been done before? Were the organization's rules recently amended to provide for this? Did someone recently uncover a statement in the rules that these amendments are supposed to be sent to that committee, that had previously been ignored? The process for amending the bylaws generally is discussed in RONR (12th ed.) Section 57. RONR does not discuss how a "Bylaws Committee" would work for a convention, but generally I am inclined to think it would function in a manner comparable to a Resolutions Committee, the duties of which are discussed in 59:67-83, although some of what is said there will not be applicable, and there also other considerations such a committee will need to take into account. In the long run, your organization may wish to adopts its own rules on this matter, if this is the intended process for handling amendments to the bylaws in the future. There is, of course, the threshold question of whether this committee is supposed to be considering these amendments to begin with, and the fact that this is being done this way "for the first time" certainly makes me skeptical on that point.

I'm not sure I fully understand all of the facts, but this is what I understand to be going on here (please correct me if I am mistaken): At some point in the past, the assembly adopted a motion "for a building expansion project" which was to "implement the building project and on what the fundraising would be (how much to collect in donation, how much to raise by issuing bonds) given the stated estimated costs." While a proposed design was presented to the assembly, the motion itself did not specify any particular design. The assembly also did not approve a particular design at any later time. A motion is now proposed "to approve the current design of the project." This motion is not in conflict with the original motion - and, in fact, is consistent with carrying out the original motion. If the motion is not approved, however, this may necessitate a need to "back out of our agreement with our contractors and decide next steps on building expansion project." So based on these additional facts, and assuming I understand the situation correctly, I think this is an ordinary main motion, and is not a motion to Amend Something Previously Adopted. As such, a majority vote is sufficient. But I am a little confused, because you originally said "The charge is that our current project design is significantly different from what was proposed initially and the finances have changed too," but now you're saying "It is not intended to amend or rescind the previous resolution of implementing the building expansion project." These two statements seem to be in conflict to me. Much like Mr. Elsman, I initially assumed this to be a motion to Amend Something Previously Adopted, because the statement "The charge is that our current project design is significantly different from what was proposed initially and the finances have changed too" led me to believe it was proposed to modify the original motion in some manner. To the extent that this motion to approve the current design does in some manner modify the terms of the original motion to "implement the building project and on what the fundraising would be (how much to collect in donation, how much to raise by issuing bonds) given the stated estimated costs", then this would require a motion to Amend Something Previously Adopted. Additionally, if the assembly ultimately determines a need to modify the terms of the original motion, or to back out of the implementation of this project altogether (which I understand may be considered if this motion fails), that would certainly be a motion to Rescind or Amend Something Previously Adopted. The motion to Rescind or Amend Something Previously Adopted requires for its adoption a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. Out of an abundance of caution, and since this seems to be a subject of substantial interest anyway, I would be inclined to suggest that previous notice be given of this motion in any event, since it seems there may be some doubt as to whether it should be considered a motion to Amend Something Previously Adopted. If such notice is given, then only a majority will be required for adoption in any event. Previous notice may be given by including the notice in the call of the meeting, or by giving notice orally at the previous regular meeting.

I think there are, in fact, some rules in RONR which are applicable to this matter - however, there may well be rules on this subject in applicable law or the town's rules which would take precedence. First, as noted previously, members do not have a right to read printed materials unless permission is granted by the assembly. As I noted, "If the member is reading excerpts from the papers, this technically requires the assembly's permission, but typically such permission is granted as a matter of courtesy as long as members don't get carried away with it." Reading a letter from an absent member in its entirety, however, I think is certainly a case where the assembly should be asked whether to grant permission to read the letter. In any event, any member is free to object, which places the question in the hands of the assembly. "If any member objects, a member has no right to read from—or to have the secretary read from—any paper or book as a part of his speech without permission of the assembly. This rule is a protection against the use of reading as a means of prolonging debate and delaying business. It is customary, however, to permit members to read short, pertinent, printed extracts in debate so long as they do not abuse the privilege. If a member wishes to do so, he can, while speaking in debate, say, “If there is no objection, I would like to read… [indicating the nature and length of the paper].” The member can then begin to read unless another member objects. In such a case, at any time until the speaker has finished reading, another member can interrupt him by an objection, which must be addressed to the chair. Or, if the speaker desiring to read prefers, he can formally request permission: “Mr. President, I ask permission to read a statement… [briefly describing it, as above]”; and the chair then asks if there is objection. In either case, if there is an objection, the chair can, of his own accord, put the question on granting permission, or any member can move “that permission to read a paper in debate be granted.” This motion requires no second unless moved by the member who made the request. Action of the assembly granting a request to read a paper can be reconsidered at any time until the reading has been concluded." RONR (12th ed.) 33:20 As to the contents of the letter, while I am generally inclined to think that words which are "self justifying for her actions on this issue, and also dredged in victimhood and self pity for the sufferings of her personal sacrifices" are perhaps not the wisest course for persuasion, I do not believe they believe any parliamentary rule. However, words which relate to "ire... directed at [a member] in a veiled manner; the most vocal opponent of her project" are a violation of the rules of decorum. The topic before the assembly is the merits of the proposal itself, not the personal qualities of its supporters or opponents. "When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate. If a member disagrees with a statement by another in regard to an event that both witnessed, he cannot state in debate that the other's statement “is false.” But he might say, “I believe there is strong evidence that the member is mistaken.” The moment the chair hears such words as “fraud,” “liar,” or “lie” used about a member in debate, he must act immediately and decisively to correct the matter and prevent its repetition (see 61)." RONR (12th ed.) 43:21 Finally, we are also informed that the letter was read by a "town official," and it is not clear whether the town official was a member of the assembly that was meeting. Even to the extent that non-members are permitted to attend, they do not have the right to speak in debate (even if what they are saying is on behalf of an absent member), unless permission to do so is granted by the assembly. It also occurs to me that if the letter, including the personal attacks, was nonetheless read, you could have raised a Question of Personal Privilege to address that issue. "Questions of personal privilege—which seldom arise in ordinary societies and even more rarely justify interruption of pending business—may relate, for example, to an incorrect record of a member's participation in a meeting contained in minutes approved in his absence, or to charges circulated against a member's character." RONR (12th ed.) 19:7 Well, I think you were correct to raise a Point of Order, but I don't agree on your reasoning. This isn't a trial - people do not need to be present for "accountability" or "cross-examination." The reason why the letter violated the rules in RONR is because: The assembly's permission is required to read from papers. The contents of the letter which related to "ire... directed at [a member] in a veiled manner; the most vocal opponent of her project" were a violation of the rules of decorum, specifically 43:21. To the extent the town official was not a member of the assembly, the assembly's permission would be required for the official to speak in debate. It appears the moderator at first erred by failing to address the Point of Order. The moderator subsequently addressed the Point of Order, but ruled it not well taken. In my view, based solely upon the rules in RONR and the facts provided, if I were in the chair I would have ruled as follows: "The member's point is well taken. While the chair disagrees with the member's reasoning, it is the case that there is no right to read from papers without the assembly's permission, if any member objects. The chair shall assume the Point of Order to be an objection. Further, the chair believes at least some aspects of the letter violate the rules of decorum. The chair shall now put the question to the assembly on whether the letter shall be read. If such permission is granted, the letter shall be read, excluding those portions which attack the motives of members of this assembly. If such permission is not granted, the letter shall not be read." But it may well be that there is something in the town's rules or applicable law I am not aware of. In any event, if a member disagrees with the moderator's judgment, the appropriate course of action is to promptly appeal from the decision of the chair, which places the question in the hands of the assembly. Since no such appeal was raised, the moderator's judgment stands as the judgment of the assembly. I actually do think some of the content of her remarks is the question here, but it is also correct that the allowance to read a letter (any letter) into debate is at the assembly's discretion. To the extent such actions occur during a meeting, these are (rather severe) violations of the rules of decorum. To the extent such actions occur outside of a meeting, they are beyond the scope of RONR and this forum, and such matters should be directed to an attorney and/or law enforcement. (RONR does also have rules pertaining to discipline and removal for misconduct, but it seems extremely unlikely those rules will be applicable here, as this situation relates to members of an elected body, and such matters are almost certainly governed by applicable law.)