Gary Novosielski

Yes, you should have an option to mark an abstention, because your bylaws require it. (I'd recommend changing that, but it is what it is.) You are correct that abstentions are not votes and should not be counted as such. So, a mark of Abstain should be treated the same as if the choice had been left blank. And any ballot which has no mark for any choice nor for Abstain should also be treated the same way. Both are abstentions, and are treated identically. The ballot should contain a space for write-ins for each office. It is not necessary to amend the bylaws to include that provision, since the rules in RONR are enough to authorize (and arguably to require) doing so, unless explicitly prohibited i in your bylaws.

If the rules in RONR apply, there's nothing wrong with that. They cannot take action at such an informal pseudo-meeting. But you haven't said what sort of board this is, and if it's a publicly elected one such as a public school board, the answer might be very different, since Sunshine Laws supersede Robert's Rules.

Okay, but I'm still not sure I understand why nominations for a membership election would be offered at a meeting of the board.

How is that possible? What happens after corrections are approved by the members?

You have to get a quorum to have an election or to make nominations. If you can't get one, one of the few things you can do is set the time to which to adjourn, picking a time and date when it might be easier to get a quorum, and then adjourn, to meet again at that time, which is essentially a continuation of the session of the first meeting. Otherwise, publicize the meeting heavily, and bribe members with free beer, door prizes, or gummi bears.

That's a pretty frivolous "demand". Tell him he can move to include it but he has to show up to do so. And it will still require majority approval.

Did the parliamentarian go too?

I don't understand the fight to not have to be reëlected as you described it. It seems to me, if I understand you correctly, that all five seats will be up for election. There are basically two ways to have the election: A group of three seats to be elected to three-year terms, and another group of two seats to be elected to two-year terms (or you could reverse the numbers) and essentially hold a different vote for the three-year terms and the two-year terms. You might specify that all candidates for the board are automatically nominated for both offices. Or let candidates choose to run for one, or the other, or both. And then see how things shake out. It might get confusing. Or, hold the election for all five seats, and from those who get a majority, fill the seats in order of the highest vote count down, with the two-year seats being assigned last. In any case, to be elected, a majority of the ballots cast are required to be elected to anything. If an insufficient number are elected on first ballot, second and subsequent ballots are held as needed to fill the remaining seats..

I understand why you have elections at general membership meetings, but who is elected at board meetings?

Your bylaws probably contain an article describing the process for their own amendment. That's what should be followed. If there is none, the default is a 2/3 vote with previous notice. And one of the first changes should be to include an article describing the process for amendments.

That may be true, but the problem is that the board members are elected by the membership, not by the board, so the body empowered to consider that question would be the membership, not the board. I'm assuming the rules in RONR apply. I don't have first-hand experience with HOAs.

The rules you are talking about relate to a trial committee as described in Chapter XX on discipline. Committees do not have the power to discipline their own members, let alone their chairman. They can request that the body to whom they report take action, but they have no power to do it themselves.

No, there are no "implied" amendments. The committee chair has no power to alter the committees report. The report is what was agreed to by a majority of the committee members. Period. Full stop.

According to RONR, in the typical organization you probably should not be using an agenda at all, but rather following the Standard Order of Business.

Yes, that's why my signature says: 👉 Unless otherwise indicated, responses are based upon the current edition of RONR as of the date of posting. The rules in your bylaws supersede those in RONR. Corporations and elected public bodies may also be governed by rules in applicable statute, administrative code, or case law.

If the rules in RONR apply, the total ballots cast is a count of all the ballots that have at least one vote for an executive board member. The number needed to elect is the smallest whole number that is strictly greater than one half of the total ballots cast. For example, if there are 75 ballots cast, one half this number is 37.5, so the number needed to elect is 38--a majority of ballots cast. Any candidate who does not get 38 votes or more is not elected. If not enough candidates are elected on the first ballot to fill all seats, those who got a majority are declared elected, and a second ballot is held. the number need to elect is recalculated for the second and subsequent ballots. Rinse. Repeat. For details, see RONR 45:37 and 46:33-35.

Yes, it can be renewed at the next meeting.

The term action item does not appear anywhere in RONR. Neither does the term discussion item. The term action appears 310 times, and what's clear is that actions are the result of motions. Making a decision is an action. Decisions are made by adopting (or rejecting) motions. And all those are recorded in the minutes. If the rules in RONR apply, any decision is the result of a motion. There are shortcuts such as Unanimous Consent, but if a decision was reached, it was done by some variant of a motion, and belongs in the minutes. But in your example, if a motion is made to adopt a slogan, once the question is pending, the normal rules for Amendment of a motion apply, which would allow you to consider other choices than the ones anticipated in the agenda, unless you have some special rules restricting the scope of agenda items in ways not anticipated by RONR.

Well, you cannot schedule a Regular Meeting prior to the next regular meeting. You ask whether the board can decide to hold it. But how can the board decide to do anything if not at a meeting? It cannot decide to hold this meeting unless it is already in a meeting. Your bylaws may permit the Chair to call such a meeting independent of the board, but that's moot in this case, since he won't do so. So that's why @Joshua Katz asked what your bylaws say about a Special Meeting. Perhaps there is a method listed there that allows the board members, or a certain number of board members to call a Special Meeting. By definition, a Special Meeting is not a "full" meeting if I understand what you mean by that term. The only business that may be considered in a special meeting is what has been clearly described in the call of the meeting. There is no restriction on what can be included, but nothing else may be considered. Special meetings typically do not approve minutes, and do not follow the standard order of business--in particular, there is no New Business. So if that's what you mean by "full" it is not full. But it can certainly consider whatever this important matter is--assuming there is a way to call special meetings at all, and that would have to be in your bylaws.

If nobody wants the group to stay intact enough to volunteer to be president, maybe they don't want it as much as you think. In any case, there is no way around the terms of office as set down in your bylaws, except by amending your bylaws. But check the exact language for the terms of your officers. Does it say a fixed time of n years, or is that followed by "and until their successors are elected". Similarly, check to see when elections must be held. If nobody will accept leadership positions, it may be time to pull up stakes and fold up the tent.

Well, if the Parliamentarian is intent on giving you a hard time about "no confidence" votes, and since RONR does not mention them, what you definitely can do is to move a "sense of the Senate" resolution, which is really the same thing but doesn't have the baggage of a "confidence" vote. You could simply move that it is the sense of the Senate that the workplace safety policies are deficient in the following ways..... And if you want to get fancy, you can dress it up as a Resolution, with a preamble such as Whereas this is bad; and, Whereas that is bad; and, Whereas people could die, Therefore, be it Resolved by the Academic Senate that what ought to be done is..... See RONR 12th ed. 10:13 et. seq.

Do you mean apply an amendment? If so: A motion that has been recommended by a committee is reported back to the committee's parent body for possible action. At that point, the parent body may amend the motion however it wishes, may adopt the motion in as recommended by the committee, or as amended, or may reject the motion entirely. It could also take other actions, such as postponing action, or even referring it to a different committee if appropriate. In other words, committees report recommendations to the group that referred the matter to the committee. The parent body is free to accept, reject, ignore, or amend the recommendation.

The Council can certainly vote to Rescind (also known as Repeal or Annul ) the ordinance. It's not necessary to establish that there was incorrect testimony, it's simply that a legislative body that passes an ordinance has the right to rescind it. See §35 for the rules on this motion, presuming the rules in RONR apply. The motion usually requires either a 2/3 vote, or a majority vote if previous notice of the intent to make this motion was given, or a vote of a majority of the entire membership of the council, any one of which will suffice. In a meeting where the entire Council is present, the third form will often be the easiest to satisfy. It should be noted that rescinding the Ordinance will not mean that the ordinance never existed. It will have existed from the time it was passed until the time it was rescinded.

I think that if you organization is responsible for putting such policies in place, then a vote of no confidence does not really accomplish anything. In particular it does not change any policies. It seems to me that it would be more productive to move the adoption of a policy that you believe should be in place, or to move the creation of a committee to study the policies in which you have little confidence, with instructions to report back improvements to current policies or establishment of new ones, that would improve workplace safety. Here is a relevant FAQ from this web site's FAQ page:

Answering "Present" is essentially the same as abstaining. It does not count as either a Aye or Nay; in fact it is not considered a vote cast at all. If the rules in RONR apply, any member has the right to abstain on a vote.