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Mr. Martin - thank you for clarifying your position. I appreciate the time you took to reply and sift through the "election" process. One of my responsibilities as Parliamentarian is to work with a committee of 4 to review and rewrite the bylaws as needed. We will have to look at the President Elect and the terms of office. This org was founded in 1991, a totally different generation and culture. I can foresee a few changes....

I'm looking for clarification on counting the votes on a motion... If there are 10 members, and 5 vote "yes" and 2 vote "no" and 3 "abstain" does the motion carry?

Most of your questions deal with Vermont law, not RONR. Under RONR, there are no rules covering most of these. Debate can get into the legality of a motion, however, a point of order could only be raised it the motion were to violate a procedural rule of law (23:6 c).

Thank Rich. I agree with your suggestion to make a provision in the bylaws helps a lot

Thanks Josh. We will propose to appoint a committee in the coming general body meeting.

Our town's Selectboard in Vermont has recently amended it's ATV Ordinance. The state allows for a "permissive referendum" which allows 5% of registered voters to call for a Special Meeting to disallow the adopted Ordinance to take affect, leaving the original Ordinance in place. Our Town and State uses Robert's Rules. A couple of questions: *** During debate, are members of the assembly allowed to make use of an outline or notes to guide them through their allotted time to speak? ***Is informational material allowed in the hall (copies if the Ordinance and amendments) other than what the Town must display by law? *** Are people allowed to wear political stickers, pins, badges on their clothes? *** If there are questions of legality of certain amendments that would challenge the legal validity of the amended Ordinance, are those issues brought to the member's attention during regular debate, or can that be handled under a Point of Order/Information? Can a motion be made to address that legal issue negating a time-factor that limits speech, for the explanation to comfortably occur? *** We are told that no one can be within 10 feet of the ballot counters, which disallows members oversight of the counting. Is that permissible? ** We are told that non-residents and non-voters will be allowed in the room. Is that permissible?

While that is good question, in this case, using the emoji function, all members can see the emoji. That said, I can see a situation where this could occur at an in person meeting. For example, a member would push a green button seeking recognition and a red button seeking to interrupt. A panel in front of the chair would show which member is signaling, but only the chair would see it.

The organization should adopt rules addressing how a member with an interrupting motion shall obtain the floor. An assembly which holds its meetings via Zoom will need to adopt rules about how to handle a number of issues, including, but not limited to, the issue of seeking recognition and obtaining the floor. "Various additional rules (in the bylaws, special rules of order, standing rules, or instructions to a committee, as appropriate) may also be necessary or advisable regarding the conduct of electronic meetings, such as rules relating to: • the type of equipment or computer software required for participation in meetings, whether the organization must provide such equipment or software, and contingencies for technical difficulties or malfunctions; • methods for determining the presence of a quorum; • the conditions under which a member may raise a point of order doubting the presence of a quorum, and the conditions under which the continued presence of a quorum is presumed if no such point of order is raised; • methods for seeking recognition and obtaining the floor; • means by which motions may be submitted in writing during a meeting; and • methods for taking and verifying votes." RONR (12th ed.) 9:36, emphasis added Again, I would note that the rules pertaining to some of these issues (specifically, the last three bullets) are also likely to be issues that an assembly will need to address for large in-person meetings. "In large conventions or similar bodies, some of the rules applicable to the assignment of the floor may require adaptation, which, pending the adoption of appropriate convention standing rules or special rules of order, the chair may direct. For example, in a large hall where microphones are in use and members must walk some distance to reach one, members may be asked to line up at numbered microphones. They may be recognized in numerical order, or someone may list them for the chair in the order in which assistant sergeants-at-arms turned on lights affixed to the microphones. It may be provided that a member who has a priority matter, such as a point of order, may ask the assistant at the microphone to flash the light to so indicate. Should a member, called in whatever order is established, move an amendment or other debatable motion, others awaiting a turn should stand aside unless their debate is germane to the new motion. If the Previous Question or a motion to limit debate is moved, members who have been waiting in line cannot validly protest; as in all other cases, the chair cannot choose the occasions when such motions will be in order. He may advise the assembly that, if it wishes to continue debate and hear from those waiting in line, a minority greater than one third has this within its power." RONR (12th ed.) 42:16 This is an interesting question, and is certainly one the assembly will need to consider in adopting its rules. Although I would note that, with respect to the rules presented in the present instance, the rules appear to be of a nature that the assembly would know who is seeking recognition. The rules provide for members to seek recognition by means of utilizing the "raise hands" and "emoji" features in Zoom, which are displayed on the screen for all present in the meeting to see. I am aware that some organizations instead utilize a system in which requests for recognition are sent privately to the chair or to assistants, and that certainly raises some additional questions of trust, as well as to how members could raise a Point of Order concerning the chair's assignment of the floor. I could certainly see an argument that those are not "conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area," since in an in-person meeting you can see (and perhaps hear, depending on the assembly's rules and customs) who is seeking recognition. I'm not sure I am prepared at this time to make a final judgment on that, but I see your point. The fact remains ultimately that for any assembly, it is necessary to balance concerns about the chair and assistants being malicious (or simply overwhelmed) with concerns about ensuring that the meeting is maintained in a manner that the assembly can hear the persons who are speaking. The concerns on both sides of this coin are enhanced for an electronic meeting.

But the bylaws do not simply say that the officers serve for a fixed term. Rather, they that officers serve "until the next set of Leadership elections unless removed from office per Article III, Section 4." Article III, Section 4 then provides "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." So based upon these facts - while ultimately the organization is free to interpret its own bylaws in this matter - it remains my view that formal disciplinary procedures are not needed to remove an officer. As to your more recent question, no, I do not think that under the rules in the organization's bylaws, any member could demand a secret ballot on a vote to remove.

Adding to the list of questions, one for @Josh Martin and @J. J.: how should a member with an interrupting motion obtain the floor? The problem with alternate recognition methods is that they require recognition by the chair. Related, does the entire assembly need to be able to know who is seeking recognition or seeking to legitimately interrupt? Or is it adequate that only the chair (± assistants) would be made aware? This would, among other things, prevent a member from realizing that a point of order regarding preference in recognition should be raised.

It's plain English. In a recent thread, the response is that a main motion is not out of order just because it proposes a bad idea. Similarly, your disagreement with what a bylaws article says (or the fact that it isn't a good idea) doesn't render it "incomprehensible and uninterpretable."

I agree with my colleagues that the general body minutes should not go a full year without being approved. This organization should do one of these two things in the future: 1. Before adjournment of the annual meeting (or of a general membership meeting if it meets less often than quarterly) either appoint a minutes approval committee to approve the minutes or adopt a motion authorizing the board to approve the minutes. 2. Amend the bylaws to provide for a method of approving the minutes of such meetings. That provision would normally authorize the board to approve the minutes of such a meeting. An alternative would be for the provision to authorize the president or the board to appoint a minutes approval committee. The more common provision, in my experience, is to authorize the board to approve the minutes. The advantage of having a provision in the bylaws for approval of the minutes is that if the general membership meeting fails to adopt a motion providing for the approval of its minutes before adjourning, you have a built-in method for having them approved.

I am of the opinion that the bylaw is incomprehensible and uninterpretable.

I now have concerns about alternate methods of recognition even in an in person meeting. I would not have a problem with a rule permitting a signaling device to be used for recognition, e.g. a card or some type of light system, in an in person meeting.

If there are elections to fill vacancies, are they the "...next set of elections..."? You can see that this phrase is completely beyond interpretation, as I said earlier.

I am also very concerned with this and have the same questions and concerns expressed by Mr. Martin. They are very good questions and I thank Mr. Martin for rasing them. It is the possible abuse of rules such as the ones proposed in this case that concern me greatly. We had a somewhat similar situation with the 2021 NAP virtual convention at which it was VERY hard.... almost impossible.... for members to obtain recognition and the ability to speak.

Well, technically, I think the Secretary is correct - at least for now, but the organization should fix this in the future. If the general body meets less frequently than quarterly, the general body should authorize the board (or a committee) to approve the minutes. If the general body neglects to do so, however, the authority to approve the minutes rests with the general body, and the secretary is quite correct that the board has no authority to intervene in this matter. "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 Only the general body has the authority to authorize the board or a committee to approve the minutes of the general body. Waiting for a year is not okay, but if the general body neglected to authorize anyone to approve the minutes, I guess that's what's going to happen this time. This should be kept in mind for future meetings of the general body.

Okay. So to be clear, this particular vote at issue required only a majority vote, and therefore, the one vote at issue may have made a difference. I understand why you may have thought this, but nonetheless, the fact remains that defeating a motion is not "a positive action taken that would have to be overturned by rescinding the action."

Since this is a persistent problem, your organization might wish to consider whether to amend the bylaws to remove this position. No, the election must still be held. But the election isn't "completed." An election isn't complete until you elect someone. I think we are perhaps speaking past each other. I believe you are using the term "election" to refer collectively to electing all of the officers. I am using the term "election" to refer individually to the election of a particular officer. No, that's not what I'm saying. I apologize for any lack of clarity. When I referred to "the election," I was referring solely to the election for the office for which no person is elected (in your case, the office of President-Elect). The elections for all of the other offices are unaffected. The assembly can and should complete those elections. With respect to the office where there are no volunteers, the assembly should still attempt to hold that election. If no one is elected, however, that election is incomplete. As a result, that office - and that office only - will remain vacant until the assembly completes the election and elects someone to that office. Because, however, this office has now been vacant for over two years, the organization may want to take a closer look at amending the qualifications and duties of this position, or even amending the bylaws and just getting rid of the position.

No one disagrees that it's silly. But notwithstanding this, the bylaws take precedence over Robert's Rules of Order, and if the bylaws provide that no rules in the bylaws can be suspended, full stop, it seems to me the bylaws mean what they say. Now, I will of course add that it is ultimately up to the organization to amend its own bylaws, but the facts presented at this time are that the bylaws say "These bylaws may be amended only. They shall not be suspended," which seems pretty clear to me.

I would say, nothing, if the term clause is "or until a successor is elected." If it is "and until" or just had a fixed term, I would say a trial. In the latter case, the bylaw could say "may be removed by motion... ." With the cited bylaw, would you say that any member could demand a secret ballot on a vote to remove?

I agree that the rule raises "serious difficulties," but I disagree that violation of one of teh rules of order would be a continuing breach as described in 23"6(a). That provision applies to adoption of a main motion that conflicts with the bylaws, not to a procedural error in the process of adopting the motion.

They would not need to be heard to seek recognition. A rule could be adopted, in an in person meeting, that to seek recognition, a member must hold up a certain colored and/or shaped card. Once the card is raised, the chair recognizes the member. The member then states the motion. That would not change the characteristic of this as a deliberative assembly. In this case, their appears to a de facto rule, that if a member wishes recognition, he signals by typing an emoji. He is then recognized and speaks. That does not change the deliberative assembly characteristic.

I have some follow-up questions on this. Because setting aside this particular situation, I am very concerned about an extreme version of this view making all Zoom meetings impractical. First, is it your view that, in order to constitute a deliberative assembly as is defined in 9:31, members must be unmuted at all times, or simply that they must have the ability to unmute themselves if they choose? If board members could be muted by the chair on an as-needed basis (due to disruption or background noise or whatever), would that be permissible? (I am assuming the answer is "yes," since the sample rules in the appendix provide for this option.) What exactly distinguishes this from controlling access to the microphones in a large convention hall? While strictly speaking, persons who do not have access to the microphones are not "muted," it is still the case that such persons will not be able to heard by the vast majority of persons present. Assuming that meetings of this nature are authorized in the bylaws or applicable law, even if adopting rules of this nature would mean that the meeting does not, strictly speaking, constitute a deliberative assembly, does this fact mean that the rules in question may not be adopted except by an amendment to the bylaws? Or does it simply mean that the organization has deviated in some manner from the deliberative assembly defined in 1:1, and therefore the rules in RONR will not be fully applicable? "The rules in this book are principally applicable to meeting bodies possessing all of the foregoing characteristics. Certain of these parliamentary rules or customs may sometimes also find application in other gatherings which, although resembling the deliberative assembly in varying degrees, do not have all of its attributes as listed above." RONR (12th ed.) 1:2 Generally, it is my view that in order for a Zoom meeting to be at all functional, the following should be imposed on members, at a minimum. Even if members have the ability to unmute themselves, members should be instructed to remain muted unless they are presently speaking, or seeking recognition to do so. The chair (or persons assigned to this task) should have the ability to mute members if needed. In many assemblies, this may be sufficient, but my experience is that even stricter audio controls may well be necessary in assemblies where one or more of the following is true: The assembly is particularly large The assembly has a number of members who have a tendency to speak without being recognized The assembly has a number of members who are not particularly familiar with technology Generally, my view is that so long as mechanisms exist for members to be exercise their rights as members, such as mechanisms to obtain recognition and to make interrupting motions, and those mechanisms are applied appropriately, this still constitutes a deliberative assembly. It appears there is a suspicion that the mechanisms in this case will not be applied appropriately, and that the chair may abuse this power and refuse to recognize persons who should be recognized. To the extent this is correct, I think that is very concerning, but I do not find the rules themselves to be concerning. I am also in agreement with Mr. Brown that any rules in this matter must be adopted by the board itself, not by the chair acting alone.

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 ..."?