Bruce Lages

I just see now that your title implies that the minutes are not being approved at your board or membership meetings. Apologies for missing that the first time.

The approval of the previous meeting's minutes is a basic and essential item of business for all organizations. It is the only way that an accepted and official record of the organization's business decisions is created. Failure to do this can cause potentially serious issues, and possibly legal issues as well, for your organization. I would be very curious to know why your president thinks this is not necessary. See RONR, 12th ed. 41:9-12 and 48:9-15 for more information on reading and approval of minutes.

You might start be asking your president why he  refuses to include this step. The reading and approval of the minutes should be the first item of business after any opening ceremonies. But note that if copies of the minutes are circulated beforehand the reading of the minutes can be dispensed with. When this does not occur, you could raise a point of order that the minutes need to be approved. If the president rules your point of order not well taken be prepared to appeal, which requires a second, and put the issue into the hands of the assembly. I would hope that convincing your membership that the minutes need to be approved would not be a difficult job.

As a final solution, you might to consider getting a new president.

Is it just that approval of the minutes is not being included on the agenda or are the respective members of the board and general membership not being given the opportunity to approve their minutes at all?

I'm not sure I understand why the former VP, now the president, is also removed from the board if he resigns from the presidency. Is there a general membership - separate from the board - that elects the president and vice president? One reason I ask is because in your bulleted item 3) you state that the board appoints a new president. Is that also how the former VP got to be president? If the board elects the president then it seems likely that a person could resign from that office but remains as a board member.

OK, good. So contrary to your statement above that your bylaws don't address the majority definition, in fact they do just that by establishing RONR as your parliamentary authority, and therefore incorporating RONR's definition of majority (and majority vote) into your rules. You can show your parliamentarian the RONR reference I cited above for that definition.

This is important to get straightened out because, as Mr. Novosielski noted above, despite the fact that candidate A was elected with a majority vote as defined by RONR as your parliamentary authority, if you stick with the 50%+1 definition then you haven't elected anyone yet and will need to have another round of balloting.

Dr Faye - Do your bylaws specify RONR as your parliamentary authority?

Who stated it and what is the basis of that statement? If you have defined the criteria as 50% + 1 in your bylaws or a  special rule of order then you will have to abide by that definition. On the other hand, if the chair or some other officer (or even some member) simply announced that that's the criteria we'll use (maybe because that's what that person believes to be the right definition of majority) then you might want to raise a point of order that that is not the correct definition of majority. Let's hope that your organization has adopted RONR as your parliamentary authority - if you have then you can use RONR as your authoritative source for the definition of majority. Refer to RONR, 12th ed. 44:1 as your reference.

It's not possible to tell in advance what the minimum number to achieve a majority will be because if you follow the rules in RONR for your election, that number is dependent on the number of members who actually cast a vote. A majority vote in RONR is more than half of the members present and voting. In your example that number could be anywhere between 1 - if only one member votes and everyone else abstains - and 18 - if all members present cast a vote.

Also, please forget about this 50% + 1 idea. A majority is simply more than half of the votes cast. Half of 35 is 17.5, and because votes (and voters) almost always come in whole numbers only, then you need 18; 17 is clearly not more than 17.5. Do you see what happens when you erroneously use the '50% + 1' criteria? That results in 17.5 + 1, or 18.5 votes, and again, since your votes come in whole numbers only, you would require 19 votes - in other words, one more vote than an actual, true majority.

Yes, assuming the subsequent meeting is a different session. For most ordinary organizations each meeting is a separate session. See RONR, 12th ed. 8:2; 1, 2 for definitions of meeting and session.

On 3/14/2023 at 6:16 PM, Weldon Merritt said:

As I understand it, he only wants to be removed from the ballot for the office of president. Presumably, if he is elected to vice president, he would accept that one.

Yes, somehow I skipped over that detail. Most of my answer should still apply, although if the membership knows in advance that he doesn't wish to be elected president, that will dissuade them from casting votes for him for that office and they only have to decide if he is their choice for vice president.

On 3/14/2023 at 6:44 PM, Guest Laura said:

The ballots are electronic and will not be sent out for another two weeks. Do you think it's still too late to redo them? 

I don't know. I guess that depends on what you need to do to remove this candidate's name from the presidential portion of the ballot. I will say that if it's at all possible to re-do the ballots before they are sent out it will eliminate what could be a source of confusion for many voters.

Well, it's true that if your ballots have been finalized this person's name will probably still appear on the ballot if there isn't enough time to re-do them. What this person should do before the election is to make it known that they do not intend to accept an office if they are elected. That will not prevent members from voting for that person however. (Even if their name was removed from the ballot members would still be able to vote for that person as a write-in). 

If this reluctant candidate happens to be elected to one of the offices it will be necessary for them to immediately decline the office. That will result in an incomplete election, which means you will need to conduct another round of balloting to fill the affected office. All other candidates that were on the ballot for that office, if there are any, remain eligible for election, and it is in order to reopen nominations before the additional round of balloting begins.

Yes - "   it is a fundamental principle of parliamentary law that the right to vote is limited to members of an organization who are actually present at the time the vote is taken ..., although it should be noted that a member need not be present when the question is put" (RONR, 45:56). 'When the question is put' means when the chair begins the process of taking the vote.

If a motion to rescind a previously adopted motion is passed, and an attempt to renew the previously adopted (and now rescinded) motion is made at the same meeting, wouldn't that constitute a case of asking the assembly to decide the same question twice in one session? If the assembly wanted the rescinded motion to be in effect, it had the opportunity to do that by voting down the motion to rescind.

You are correct, under the rules in RONR any particular section (or sections) of the bylaws can be removed, regardless of how long that section has been a part of the bylaws, by using the amendment process that should be specified within your bylaws. If your bylaws do not contain any provision describing an amendment process, RONR requires previous notice of the intent to amend and a 2/3 vote.

It would certainly be appropriate to remove a particular section of the bylaws as part of a more general update to them, but RONR will not prevent you from amending them to remove one section at any time. But make sure to review your bylaws to see if they contain any restrictions or special requirements regarding the amendment process.

That was my thought also. If the VP/IPP is willing to be a board member as the VP, and is simultaneously the IPP by definition, does that preclude the option of selecting another PP to occupy the IPP board position?

Take a look at RONR, 12th ed. 33:3-5 on Parliamentary Inquiries and see if that helps.

I think there are two issues to deal with here. I agree with Mr. Novosielski that the Chair most likely does not have the unilateral authority to  set the order in which meetings will occur. But the other issue is that what you described was the order of activities for membership meetings.  The ultimate authority for deciding how their meetings will be run should be the membership itself, not the chair or the board. I'm not convinced that your bylaw language giving the board the responsibility for "general supervision of the Chapter's affairs and finances" can be interpreted to mean that the board can dictate how meetings of the general membership are organized, any more than the Chair can.

Were these three positions for identical offices - such as board member or director - or were they for different offices?

You don't say whether the vote that was taken adopted or defeated the new bylaw amendments. If the vote was negative (i.e. defeating the amendments) it would have been possible to reconsider that vote but there are strict time restrictions on when a motion to reconsider can be made and it seems likely that those time limits have probably expired (RONR, 12th ed., section 37). In all other situations bylaw amendments cannot be 'revoted' regardless of the result. The only way to change what was done is to submit a new proposal for another bylaw amendment which can correct for any false information that may have affected the previous vote. Be sure to follow the procedures in your bylaws for their amendment.

Caryn - Do you have any insights into how this statement was interpreted in the past? If there were any bylaw amendments moved from the floor in past conventions how was this voting requirement handled in those cases?

In most cases yes, although it is not considered as a specified 'time for questions' within the standard order of business. All main motions, and many but not all secondary motions are debatable. The chair must allow for such debate whenever a debatable motion is introduced. Only the assembly itself, by a 2/3 vote to suspend the rules, can dispense with debate on a debatable motion or motions.

Some organizations also have a 'good of the order' or 'open forum' section of their meetings that is set aside for discussion and/or questions that is separate from the conduct of business (RONR, 12th ed. 41:34), but from your example that doesn't seem to be what you're referring to.

Most likely, yes. According  to RONR committees operate under the small board rules (RONR, 12th ed., 50:25) unless they have been specifically instructed otherwise by their parent assembly. These more relaxed rules allow the chair to fully participate in the assembly's business, including making motions, debating, and voting on all matters. They also specify that seconds are not necessary in committees or small boards.

What you have quoted from your bylaws says that you have a different definition of 'majority vote' than the RONR definition. Your requirement is a majority of " the directors present at the meeting...", so in the example you gave in your first post that motion would not have been adopted - it obtained 5 votes in favor with 10 members present, and 5 is not a majority of 10 (as an aside, the definition of a majority is 'more than half').

It is true, as you say, that what you quoted from your bylaws doesn't directly address the issue of abstentions, but it does involve abstentions indirectly. Whenever the vote necessary for adoption of a motion is based on the number of members present, as opposed to the number of members present and voting, an abstention will have the same effect as a 'no' vote, even though an abstention is, by definition, not a vote. Each abstention reduces the potential number of votes in favor, but doesn't reduce the number of members present.

You would not default to the RONR definition of a majority vote because your bylaws specify a different definition and the rules in your bylaws outrank those in RONR.

If you are going by the rules in RONR, it is a majority of the members present and voting. But you should check your board's rules to see if they require something different.

On 12/28/2022 at 4:55 PM, puzzling said:

Why 2 people? can not one member do it? (and send the other members to the new location (much nicer and dryer)

Look at it this way - sending two people at least shows a modicum of respect for the rule that Fix the Time to Which to Adjourn requires a second.

I would just add that by giving the board or a committee the power to approve the minutes of an annual meeting, the membership does not give up their ability to correct those approved minutes if necessary. The motion to Amend Something Previously Adopted (RONR, Section 35) can be used by the general membership at their next annual meeting to make any necessary corrections to the minutes as approved by the board or a committee.