Bruce Lages

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?

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.

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.

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.

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.

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.

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.

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?

Yes, it is permissible (RONR, p.421, l. 7-8).

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.

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.

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.

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?

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.

Yes, but only for the committees for which he selects the members. When the membership appoints the members of a committee, only the membership can remove committee members.

I don't think anyone here can answer this unless you give us more information, specifically on what 'titles' refers to.

If I understand the situation correctly, a motion was made at a previous meeting, was voted on with a majority in favor, but was declared as defeated by the secretary. Based on that declaration, another motion was offered, and declared as adopted, again by the secretary. First, secretaries should not be declaring motions as adopted or defeated, only the chair has that authority according to RONR. Generally, in this case, if a motion is erroneously declared as defeated, a point of order would have to be raised immediately, or the declared result stands. Thus, it is too late to correct the mistake now. The minutes, however, should reflect exactly what happened at that meeting, regardless of the whether the actions were valid or not. The wrinkle here may be whether a declaration of pass or fail by the secretary, rather than the chair, must stand as a valid statement of the result. I'm not sure of that, and perhaps others will weigh in. I suppose a point of order could be made at the next meeting that the announcement of the result was not valid, and the chair, or the assembly via an appeal, could decide the issue. In any event, if the assembly is not happy with the second motion, it can be rescinded at the next meeting. This requires a 2/3 vote, a majority vote of the entire membership, or a majority vote if previous notice of the intent to rescind is given. If the first motion is determined to be lost, it can be made again at the next meeting.

I would also note that nothing in RONR requires that any items brought up under new business be submitted in advance of the meeting. This would have to be a rule (and I assume a special rule of order) adopted by your organization - and if you are referring to a meeting of the membership, a rule adopted by the membership and not the board.

According to RONR, motions remain in effect until the action they specify is completed or until they are rescinded. If, as it seems, this project has not yet been completed, those funds should still be accessible for the project without a new motion or vote being necessary. If you have any rules that might address what happens to funds unspent after a particular time interval, that would certainly change the answer. Also, if these funds were allocated to some specific aspect of the project, and actions have been taken to modify the project between the original motion and the present, this could also affect whether those funds should still be considered as available.

Yes, that is possible. In fact it is probably more appropriate to state the amendment in that way - "strike out the word 'full' in each instance where it appears and insert the word 'exhaustive'" -- than to try to list each occurrence of the word 'full' separately because there is more of a chance that one or more occurrences might be missed using the latter method.

I thought the same thing, but then wondered whether this could be, in fact, a true statement, and the organization's bylaws actually require 51%, whether in the mistaken view that this is the definition of a majority or not. If Guest JASEN N is still reading this, perhaps he could give us the exact wording of the bylaws.

I'm not sure what you mean by "...do those Executive Session minutes now become record for the open minutes for that meeting?". The minutes of the open session should include a statement that 'the minutes of the executive session held on [date] were approved'. The contents of the executive session minutes would not be included in the open session minutes. In addition, if the rules in RONR were followed, the executive session minutes should have been approved in executive session. However, since this does not appear to have occurred, I would say that by reading or distributing the executive session minutes in open session and voting to approve them, the assembly has agreed to lift the secrecy of the executive session.

Are you suggesting that if a motion to include in the minutes the names of those who voted in opposition to the original motion is defeated, you (all) would move to rescind the original motion and then bring it up again? I don't see any reason why that would be necessary, or even a good idea. A minority makes a request to have their votes recorded, the majority votes to deny the request. This is how parliamentary decisions are made. Unless there are compelling reasons, perhaps of a legal nature, to grant the request, it's time to move on. However, if you were suggesting something else by your statement, could you please clarify?

If this bylaw quote is accurate, and the bylaws indeed are mute as to who can schedule a special meeting, does that mean that no one can schedule a special meeting or that anyone can schedule a special meeting?

Based solely on your description, it appears that this code of conduct is not being considered as part of the bylaws per se ("...creating an appendix to our bylaws...), and that the bylaws committee is tasked with transmitting changes in the bylaws to the membership ("The Bylaws Committee shall present any proposed changes to the bylaws..."). If these statements are accurate, why would a member have to go the Bylaws Committee to present a concern about the proposed code of conduct? Or are you presuming that this appendix will become a part of the bylaws, equivalent to an additional article? If the latter is not the case, I concur with Dr. Kapur that it might be more appropriate to bring this concern to the membership directly as an amendment to the code of conduct policy.