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Bruce Lages

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  1. Yes, but unless those tie votes are all for an election for some office, your four member board will have made a decision in each case. As I said above, a tie vote defeats a motion because it does not constitute a majority vote in favor of the motion. None of those votes will have paralyzed the board into a state of non-action that will require the presence of a new member to resolve.
  2. I imagine the same way they would with more members or fewer members. More yes votes than no votes - regardless of how many of the members cast a vote - constitutes a majority vote. At least twice as many yes votes as no votes - regardless of how many members cast a votes - constitutes a 2/3 vote. And, perhaps what you're really concerned about - a tie vote defeats a motion, since there are not more yes votes than no votes, while a tie vote does not elect anyone,which requires repeated rounds of balloting until someone gets a majority vote. Was there something else that you were asking about?
  3. According to RONR, boards and committees are very different animals, and, for the most part they do not function in the same way. I would refer you to RONR's chapter on boards and committees, starting on p. 481, to read in detail about the differences. As to seconds for motions, a second is not needed for a motion arising out of a committee report to the the parent assembly, as long as the committee was made up of more than one member. For most committees - and for many boards - the relaxed procedural rules described on p. 487-488 include a provision that seconds are not needed. These rules apply to most committees and can be adopted by boards of not more than about a dozen members.
  4. All that is said here (by me as well as others) is with the understanding that the society itself must interpret its own bylaws and is the ultimate arbiter of what its bylaws say and mean. Nothing in the sections of the bylaws that you have quoted requires notice at the Annual Membership Meeting (or at any membership meeting, for that matter) of a proposal for a bylaws amendment that ultimately will be sent to the board for consideration. In fact, based solely on the bylaws section you quoted, there appears to be no requirement for notice about any of the business that will come before the membership at that Annual Meeting, with the exception of notice about a proposed amendment to the Articles if such an amendment is to be presented at the Annual Meeting. Having said that, however, if a member wishes to put forward a bylaws amendment proposal at the Annual Membership Meeting with the hope that the membership will agree, by vote, to recommend this proposal to the board, nothing in the bylaws prevents that member from asking that his proposal be included in the call for the annual meeting. The bylaws specify what information about the Annual Membership Meeting must be included in the call for the meeting, but this does not preclude providing additional information in the call, such as notice of specific proposals to be presented. For something as important as a potential bylaw amendment there is no good reason not to include such notice to the membership.
  5. Section c, dealing with proposed amendments to the bylaws, requires posting 'in XXXX Facilities' and/or 'on the XXXX website' at least 10 days before the board meeting at which the proposed amendment(s) will be considered. Doesn't the general membership have access to the XXXX facilities and/or the XXXX website? If so, these postings will give notice to the membership and presumably allow members to suggest any further changes to the amendment(s) under consideration to the board, which you say is their right, even if they can not vote on them. I'm also wondering why the quoted sections c and d are listed under the heading of the Annual Membership Meeting, since they do not seem related to that meeting at all.
  6. In addition to Mr. Mervosh's RONR reference, I believe that any limitations on a member's right to vote can only be specified at the level of the bylaws. Therefore, any attempt by the membership to define what constitutes 'in good standing' by a main motion, to the extent that such a definition could deprive any member of the right to vote, must be ruled out of order.
  7. More fundamentally, when you state that "members start raising a multitude of issues they would like to have discussion about", are these members offering motions to start these discussions? Discussion without a motion should not be taking place if this assembly is larger than about a dozen members. The chair should not allow discussion to begin if there is no motion made. If motions are being made, then Mr. Katz has suggested ways of dealing with this issue.
  8. Guest Tanya - can you please re-phrase your question? It appears there are some words missing that might help us understand exactly what you are asking. Thanks.
  9. If the original ballots can be deemed as securely held since the meeting at which the vote was taken, couldn't the assembly call a special meeting within a quarterly time period and conduct a recount?
  10. Yes, it is permissible (RONR, p.421, l. 7-8).
  11. Guest Sarah - The absence of any provision in your bylaws does not prevent your organization from using email to provide notice of meetings and/or motions. According to RONR (p.89, l. 16-22) email is an acceptable method of providing notice as long as each individual member has agreed to receive notice by this means. In your case, if you and your husband are considered as separate members (as opposed to some form of joint membership) then each of you should be receiving notices. Also, any members who do not have email, or have not agreed to receive their notices this way, would have to be sent notice via postal mail, since that is the only other method recognized by RONR. Failure of the organization to adhere to either of these requirements for providing notice by email - especially when it results in any member not receiving notice - will invalidate the effects of providing notice.
  12. Whether it would be okay to make that change to the submitted amendment depends on what your current quorum requirement is. Once notice is given for a proposed bylaw amendment, any subsequent proposed changes to that amendment must fall within the 'scope of notice', which means it must fall between the limits of your current requirement and the new requirement that is being proposed. So in your case if your current quorum requirement is a majority of members and the proposed amendment wants to change that to 2/3 of members, then a request to amend the 2/3 to 1/3 would not be in order. However, a change to any number between a majority and 2/3 ( 55%, 60%, etc) would be in order. You can read about scope of notice requirements in RONR, 11th ed., p.594-596 under the heading Amending a Proposed Amendment to the Bylaws.
  13. No, that's not right. Vote one is to approve the secondary amendment. With that vote being passed, the primary amendment is altered to include the wording of the secondary amendment, so there's no second vote needed to do that. Vote two will be to approve the primary amendment (as now altered by the secondary amendment). With vote two being passed, the main motion will be altered to include the wording of the primary amendment - again, no additional vote needed to do that. Vote three is whether to approve the main motion as altered by the wording of the primary amendment. It's important to remember that after all primary and secondary amendments have been dealt with, you still haven't decided whether to approve the main motion - you've just agreed on what the wording of that main motion will be. It still needs to be approved, or not, with its finally-agreed upon language.
  14. Except in small boards (no more than about 12 members) and committees, the president- assuming he is chairing the meeting - should remain impartial and unbiased, which means he should not be presenting any view at all. The exception to this would be if he is exercising his right to declare motions to be out of order if they are truly so, or to rule on points of order raised by members. But even in those cases, the president would not be expressing an opinion on the desirability or undesirability of the actions proposed, only the validity of the issue relative to the rules. I'm not sure what you mean by 'carrying a motion'. The job of the chair is to state the motion after it has been made and seconded, to state it again after discussion has ended, to take the vote on the motion, and to announce the result of the vote and, if adopted, what must be done to carry out the motion. If you have something else in mind, can you clarify?
  15. Yes, and in both the case where the president effectively nominates committee members subject to approval by the board and the case where the membership selects committee members, removal of a committee member would require a vote identical to that for amending something previously adopted, i.e. a 2/3 vote or a vote of a majority of the entire membership, or a majority vote with previous notice. My previous reply should have distinguished these situations from the case where the assembly grants the president alone the power to select.
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