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Richard Brown

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  1. I'm wanting confirmation (or a correction!) as to what I believe the rule to be regarding not giving proper notice of a special meeting but all members attend without objection and adopt a motion which was the subject of the special meeting. Facts: Bylaws require at least five days notice of a special meeting of the executive board, The president can call special meetings. Due to an unexpected emergency which requires action in less than five days, only one day's notice of the special meeting is given, but all members of the executive board attend, without objection, and vote to adopt the resolution which is the subject of the special meeting. Is the special meeting and the adoption of the resolution valid, assuming there are no other issues? It is my understanding that if all members are present with no absentees and if all members consent to the meeting and no one objects to the short notice, that the meeting and the adoption of the resolution are valid. I base this primarily on what I recall from other discussions on this board and also on pages 263-264 of RONR, particularly this provision from the bottom of p. 263 and top of 264: "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting [page 264] business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." 1. Is my understanding correct that if there are no absentees and if no one objects, the meeting and business conducted there are valid (provided there is no other issue)? 2, What about as to business conducted without objection which was not mentioned in the call of the special meeting?
  2. Just to make sure there's no confusion, the previous question cannot be moved or adopted on just the main motion if it has pending amendments. The previous question may be called on the pending amendment and may be called on all pending questions, which would include the amendment and the main motion, with the amendment being voted on 1st.
  3. Richard Brown

    Polling the board

    I think RONR considers it not in order primarily because it neither adopts nor rejects anything. As to being dilatory, if a straw poll is dilatory, why on earth would going into a committee of the whole to do the same thing not be dilatory and probably much more time consuming? If the question is simply a question as to whether a majority of the members prefer a picnic or a meal at a restaurant for their Memorial Day celebration, I think the straw poll is much quicker and simpler. Then, after the assembly expresses its preference via the straw poll, they can appoint a committee to commence looking into restaurant alternatives and to make a recommendation at the next meeting. Going into a committee of the whole to do the same thing would likely take an hour of their time!! Heck, I am willing to bet that the majority of small clubs and organizations don't even know what a committee of the whole is or how it functions or what it can and cannot do. But we all know what a straw poll does: it lets people express a non-binding preference. And it takes only a few seconds.
  4. Dan, would you elaborate on the portion of your comment that I have bolded? I think I recall a post you made recently to the effect that all specific items of business listed on an adopted agenda, even if listed in a section titled "New Business", are actually "general orders" as opposed to "new business". I had never looked at it that way, but your statement made sense to me (and still does). I think perhaps some elaboration might be helpful. This seems especially so in light of the statement we frequently make on here that even when specific items of "new business" are listed on an agenda, other new business may still be introduced even though not included on the agenda. This question.... whether items of "new business" not listed on the agenda may be introduced without amending the agenda or suspending the rules.... comes up often enough on this forum that I really believe it warrants further clarification.
  5. Richard Brown

    Polling the board

    I wonder if mr. Novosielski bothered to read Dr. Goodwiller's post before posting the same answer and quoting the same lengthy passage from RONR. Moving on, the original poster asked il there is a way to poll the members for their opinion on something. The answer is, yes there is. Although RONR prohibits taking straw polls, that is a rule of order which may be suspended. If you can get a 2/3 Vote or unanimous consent to do so, you simply suspend the rules and conduct your straw poll. Note: I am neither advocating for or against taking the straw poll. I am simply answering the original poster's question about whether it is possible to take one. Yes, it is, by suspending the rules.
  6. Richard Brown

    Minutes Content

    I'm on my cell phone and don't have RONR or the CD-ROM available at the moment. Can someone do a copy and paste from the CD-ROM of what the minutes should contain for guest Holly? Or a somewhat more comprehensive statement from RONR?
  7. Richard Brown

    Good cheatsheets

    Caryn Ann, I don't think much of most of the "cheat sheet" type materials I've seen that are designed to be included or inserted into something like a three-ring binder. The ones I'm familiar with just contain too many errors. Many other downloadable and printable forms I've seen aren't much better. I've got a couple around here somewhere that I've purchased from Amazon but I'm not crazy about them and don't know if they are what you want. I've also get a couple I've seen online saved on my computer somewhere, but it might take a while to find them. As I recall, they are from one to three 8 1/2 x 11 summaries of common motions and what they are used for. It would help to know a bit more about what you are looking for. As I recall, the back cover of the program guide or some other booklet furnished to the delegates at your last national convention had a pretty decent guide to common parliamentary motions. Is something like that what you have in mind? Do you still have yours from the convention? I'm sure I still have mine somewhere. I'll look around my office and in my computer to see what I've got, but I may not be able to do it for another day or two. The roughly 4 x 5 white plastic "motion cards" that you can order from NAP are pretty good as far as listing (ranking) the motions in order and listing the basic rules as to each motion as to whether it is debatable, can interrupt, vote required (or decided by the chair), etc. That is probably what Guest Zev was referring to. You can order those from the NAP bookstore on their website (parliamentarians.org). I'll see what I can find, but might not be able to do it before Friday. I have a hunch the info that is on the back of one of the booklets from your 2016 convention might be what you want. Edited to add: The gold one-page folded "motion sheets" that you can get from NAP are pretty good....and at least technically correct... but I'm not sure that is what you want. They are printed on 8 1/2 x 14 paper folded in half. Our local NAP unit uses them as handouts at workshops, for new members, etc. The official name is "Basic Parliamentary Information" sheet, but I don't know anybody who actually calls them that. We all use some variation of "those gold motion sheets from NAP".
  8. Richard Brown

    Anonymous Voting

    What exactly do your bylaws say about elections and voting? Specifically, what, if anything, do your bylaws say about elections being conducted by ballot? It would help us if you can quote those provisions verbatim. Those provisions must be followed. If the bylaws require that elections be conducted by ballot, then that provision must be followed and cannot be waived or suspended unless the bylaws themselves make provisions for suspending that provision such as in the case where there is only one nominee for a position. Elections can sometimes be postponed in certain circumstances, but we don't have enough information to know if that is appropriate in your case. It would be unusual for a board to have the power to postpone an election and that power would have to be granted the board in the bylaws. A vote by ballot, by definition, means a secret ballot unless the bylaws provide otherwise, such as in some cases where voting is by mail or signed ballots are required. But, a provision for a non-secret ballot must be in the bylaws. Information on elections and voting is scattered throughout RONR, but the main provision on elections are on pages 438-446 in the current 11th edition. The provision on page 263 regarding not being able to suspend a requirement of a ballot vote might also be helpful. See also this provision on page 412: "VOTING BY BALLOT. Voting by ballot (slips of paper on which the voter marks his vote) is used when secrecy of the members' votes is desired. The bylaws of the organization may prescribe that the vote be by ballot in certain cases, as in the election of officers and in admission to membership.* Any vote related to charges or proposed charges before or after a trial of a member or any officer should always be by ballot. In cases in which there is no requirement that a vote be by ballot, a ballot vote can be ordered by a majority vote—which may be desirable whenever it is believed that members may thereby be more likely to vote their true sentiments. When the bylaws require a vote to be taken by ballot, this requirement cannot be suspended, even by a unanimous vote." For provisions on voting by mail see pages 424-425.
  9. Richard Brown

    Chair present a motion

    Agreeing with GWCTD, techinically the chair can do those things if he insists on doing so, provided he is a member, but RONR provides that in order to insure the appearance of impartiality, the chair should not make motions or enter into debate. If he insists in making a motion or participating, he should temporarily relinquish the chair. See pages 43 and 394-395.
  10. Richard Brown

    membership override of board vote

    Guest Davelaporte, see Official Interpretations 2006-12 and 2006-13 here. 2006-13 immediately follows 2006-12.
  11. Yoram, until you amend the bylaws to clear things up, you settle it at the next meeting at which a vote will be taken on admitting new members by someone raising a point of order that approval requires the vote of a majority of the active members. The chair will rule on the point of order. His decision can then be appealed to the assembly. It requires a majority vote to overrule the decision of the chair. The ruling of the chair is sustained on a tie vote. The decision of the assembly is final and sets a precedent as to the interpretation of that rule. However, you should still amend the bylaws to remove the seemingly conflicting provisions.
  12. Richard Brown

    No quorum, no executive officer

    Do your bylaws say anything at all about special meetings or calling a meeting?
  13. Richard Brown

    No quorum, no executive officer

    I agree with Mr. Katz. Have your meeting/party as (perhaps improperly) scheduled. If someone raises a point of order that it's an invalid meeting, the chair can rule the point not well taken (I can't really conceive of him agreeing that it's an invalid meeting). If his decision gets appealed, it will almost certainly (in my opinion) be sustained on appeal by an overwhelming vote and that will be that. Party on. And if the chair should rule that the point of order is well taken and the meeting is invalid, I would be willing to bet money that his decision would be reversed on appeal and the group will party on. I can't give you a page cite because that's not in RONR. But it's what I would do. And I have a hunch it is what General Robert would do, too, although he might suggest having some sort of email vote to "ratify" the decision on the next meeting. And for you sticklers, I'm using the word "ratify" in the loosest non-RONR fashion. Edited to add: I'm basing my answer at least on part on General Robert's answer to question 107 on page 452 of Parliamentary Law. In short, I would paraphrase what the General said as "sometimes you gotta do what you gotta do" in order for the organization to continue to function.
  14. Richard Brown

    Election of Officers

    I just read the applicable bylaw provisions and I agree. It seems that for mail ballots, at least two-thirds of the voting members must return ballots. A majority vote is required for election, but the vote this apparently not valid unless 2/3 of the members return ballots. As I am sure guest Tony realizes by now, that is a pretty high threshold. The organization might want to consider doing a way with that requirement completely.
  15. Richard Brown

    emails used as meeting minutes

    I don't know, but I think that is a should rule, not a must rule, anyway. 😉
  16. Richard Brown

    emails used as meeting minutes

    Hmmm. I'm not so sure. Although unorthodox, I think the society could adopt a rule (standing rule? Special rule of order? Bylaw amendment?) to the effect that the email record of the"meeting" shall serve as the minutes... or even that there shall be no minutes other than the email record. This would be especially so if the provision is in the bylaws. I'm not advocating such a procedure, but the original poster asked if that procedure is possible. I think it is. Edited to add: since this is a condo association, it might be subject to certain state laws. If state law requires that minutes be kept, then minutes must be kept.
  17. Richard Brown

    Election of Officers

    What exactly do your bylaws say about this two thirds vote requirement? Please quote the entire provision exactly, don't paraphrase. You might not be interpreting it correctly.
  18. Richard Brown

    Motion conflicts with previously adopted motion

    I think the chair should point out that the motion conflicts with a previously adopted motion and would be out of order and ask the mover if he wants to re-word his motion to make it a motion to rescind something previously adopted. If the mover does so, fine. If he says, "No, I want to leave it as it is", then the chair should rule it out of order at that point.
  19. Richard Brown

    Incorrect? parliamentary authority

    I disagree. I think the 11th edition is the parliamentary authority. About the 4th unnumbered page at the front of the 11th edition, below where it says "Cite this Book", the following language appears: "This Eleventh Edition supersedes all previous editions and is intended automatically to become the parliamentary authority in organizations whose bylaws prescribe "Robert's Rules of Order," "Robert's Rules of Order Revised," "Robert's Rules of Order Newly Revised," or "the current edition of" any of these titles, or the like, without specifying a particular edition."
  20. Richard Brown

    Majority of a quorum

    There have been a few threads in this forum discussing the meaning of "majority of a quorum" and "majority of the quorum". If you find those threads by doing a search or do a google search and review the history of the term, I think you will find that the generally accepted definition is just what Dr. Goodwiller stated: a regular majority vote, assuming the presence of a quorum. It is considered antiquated now and we all recommend STRONGLY that it be avoided. Ultimately, however, if it is contained in your bylaws, it is something your own membership will have to decide.
  21. Perhaps I'm throwing a monkey wrench into things (or maybe not....), but were any of the candidates declared elected by the chair? If so, regardless of the irregularities the OP has cited, it might be too late to do anything about it now... or at least as to those candidates who were declared elected. However, if the ballots have been preserved, it may be possible for the society to order a recount as provided on pages 418-419.
  22. I agree with the previous responses. Rather than simply canceling one or more meetings, I would suggest "re-scheduling" them to a date which coincides with other dog events as specifically permitted by your bylaws. I would use one motion to reschedule both the June and July meetings to a date that coincides with the desired event. Or you can reschedule them separately.