Weldon Merritt

And accurate, too! As Mr. Martin's responses typically are. 🙂

I concur with both of my colleagues' responses, except for one quibble regarding Mr. Martin's discussion of Reconsider and Enter on the Minutes. That motion would have to be seconded by another member before it would have the effect of suspending action on the adopted main motion. Unlike the maker, however, the seconder need not have voted on the prevailing side.

Yes to both questions, unless your own bylaws say otherwise.

Your topic title is "Making a Motion and Voting No" (emphasis added), but your question is about seconding the motion and voting no. Just to cover both possibilities, I will add that it also is perfectly acceptable for the maker of the motion to vote against it, although he or she may not speak against it. (The restriction on speaking against the motion applies only to the maker, not the seconder. The seconder is free to do so.)

Thanks, Atul; I agree. And I was remiss in not pointing that out.

RONR doesn't have a "two readings" rule, so the answer to your question will have to be found in your organization's own rules.

No, you aren't. It's not enough that the bylaws don't "say that meetings have to be done in person." Rather, the bylaws must specifically authorize some other mode of meeting. Sorry; can't do it. Bylaws can't be suspended unless they are "in the nature of a rule of order," which this requirement is not.

The "continuing officer" was correct. The "incoming officers" were not yet members of the board and therefore had no right to vote. In fact, if they had been allowed to votes could have affected the result, the vote would have been null and void. Not only did you have no right to vote, you didn't even have a right to attend the meeting. Unlike with voting, however, the board could (and did) grant permission for you to attend and speak. How much attention they paid to your concerns was entirely up to them.

Problematic or not, if your bylaws do not specifically prohibit write-ins, you must allow them. Votes for someone who does not meet the qualifications for office would be counted as "illegal votes" but would count toward total votes cast. If no no eligible person receives a majority, you have an incomplete election and conduct one or more additional rounds of voting until an eligible does receive a majority (and does not decline). I agree with Mr. Martin that the wording of your bylaws defining when a vacancy exists strongly suggest (to me at least) that you can't do that. But it's not the end of the world. While not ideal, the board can still function with a vacancy until you can hold a proper election.

First, there is no "old board" or "new board." There is just the board, some (or maybe even all) members of which may be new. But to answer your specific question, at its last meeting prior to the end of the term of some or all of its members, the board should appoint a Minutes Approval Committee to approve the minutes of that meeting. If it's too late for that (because that meeting already has been held), the board should approve the minutes at the first meeting of the new term.

True, RONR does not. But it wouldn't surprise me if the bylaws of some groups do, regardless of how "impractical, unnecessary, and even, perhaps, unwise" it may be.

True, but it seems a reasonable assumption based on the phrasing of the question.

Mr. Honemann, as usual, has very succinctly given you the correct answer. A quick way to determine if you have met a two-thirds vote is to double the negative vote and compare the result to the affirmative vote. If the affirmative vote is at least twice as much as the negative vote, you have reached the two-thirds threshold.

I quite agree. And in fact, RONR didn't distinguish between substantive and procedure law prior to the 10th edition. The 9th edition simply said, "Motions that conflict with ... national, state, or local law, are out of order." RONR (9th ed.), p.. 337. (I haven't checked the relevant language in prior editions, but presumably it was similar.) In a listing of the changes made in the 10th edition, the book says, "References to federal, state, and local laws are restricted, wherever appropriate, to procedural rules prescribed by such laws, in recognition of the fact that rules of parliamentary procedure are concerned with the process by which a deliberative assembly arrives at a decision, and not with the wisdom, or even legality, of the decision itself." RONR (10th ed.), p. XXI. So organizations voting to engage in civil disobedience prior to the 10th edition were in violation of both substantive law and RONR.

Not necessarily. Suppose it is an organization that wishes to violate what they consider to be an unconstitutional law, in order to create a test case for challenging it. Some of the organizations involved in the civil rights movement come to mind. That said, I concur with the substance of Mr. Katz's response.

I agree with Mr. Elsman about the correct motion to use. But I can't help wondering whether the minutes should be amended. If the name of the city wasn't part of a motion, why was it in the minutes in the first place? Was it, for example, part of an officer or committee report? If so, and if the name in the minutes is the name that was in the report, then the report may have been in error but the minutes are not. The proper action in that event would be for a corrected report to be presented at the next meeting. (It's questionable whether the report should have been included at all, as the circumstances in which an oral report is proper are somewhat limited. And if it was a written report, it definitely should not have been included.) It's also possible that the city name was part of an announcement, which normally is not not included in the minutes. But if your group does includes announcements, the same principle applies as with a report. If the minutes accurately reflect what was said in the announcement, then they should not be amended. Instead, a new announcement with the correct information should be made.

Not only is there no need to address it in the bylaws, it should not be addressed there unless, for some reason, the society wants the president's voting rights to be different from the default. I can't think of any good reason that a society would want that, but I suppose it's possible.

Happy Canada Day to all of our Canadian colleagues! Looking forward to when I can visit again, even though I now live a lot farther from the border than I used to. (I'm now a lot closer to the Mexican border, but I can't go there either.)

I once belonged to a law fraternity that used the term "scribe." But I agree that most organizations, regardless of how creative they are with the titles for other positions, tend to stick with "secretary."

Neither have I.

I don't know, but that's what the language says. If it weren't possible, it seems to me that the passage should read something more like, "reserve as much of the meeting as necessary," rather than "the entire meeting, or as much of it as necessary." (Emphasis added.) I suppose one could say that in some instances, the entire meeting is "as much of it as necessary." But it seems to me that the use of the conjunction must mean something.

Is the Moderator a voting member of the church? And does he or she preside over meetings of "the larger membership"?

There's a big difference. Adopting the report would mean that the society adopts every word of the report as its own. Adopting the recommendations means simply that. The recommendations are adopted, but not all of the background and other information in the report.

Dr. Kapur didn't address this issue, so I will. You didn't say how "it was established that only Members can be Board Members." You said "an attorney was consulted," but so what? Did the attorney just assert "that only Members can be Board Members," or cite some authority for that conclusion? While it is customary in most organizations that the officers be chosen from among the members, RONR does not impose any such requirement. If one exists, it must come form some other source. If I understand you correctly, your bylaws are silent on any such requirement; so unless there is some such requirement in a higher-level authority, such as a corporate charter or an applicable statute, it does not exist.

I also agree with Atul. The minutes should be corrected to reflect the vote result as announced by the chair. And since no timely point of order was raised, that result stands. If the motion has not already been executed, it may be rescinded, but in the meantime, it remains in full force and effect.