Gary Novosielski

On 5/12/2021 at 10:59 AM, rbk said:

Any member noticing the lack of a quorum can make a point of order to that effect, just as with the rules of the U.S. Senate.

Well, the Senate rules regarding quorum are more "creative" than RONR.  The most common use of a quorum call there is simply to waste time.  A member suggests the absence of a quorum and the clerk calls the roll at a pace that makes a snail look positively fleet of foot.  And when enough time has been wasted someone can effectively say "never mind" and the count stops.  Apparently the concept of a recess has not yet reached west of the rotunda.

Under RONR if a point of order is raised that there appears to be less than a quorum present, the determination would be done as if the answer mattered, and would not be halted because the person raising the point no longer cares.

On 5/10/2021 at 5:36 PM, Guest Tim Prince, Esq. said:

Gary, you are correct in the context of parliamentary procedure....

Good.  That's what I was going for.

On 5/10/2021 at 10:12 PM, Guest Sue Barnes said:

A recent board had a motion and a second to donate to a local church.  before the vote was taken a board member made a motion to amend the motion to say donation to be used in youth programs.

The board voted to approve the amendment and then went back and approve the original motion.   Is this the correct way to handle this amendment.

Assuming that you mean they went back and approved the original motion as amended, then yes.

2 hours ago, Josh Martin said:

So you're citing RONR as persuasive to make your case of why some other authority should be cited as persuasive?

Thank you. For a moment there I was dealing with cognitive dissonance.

4 hours ago, Deb Parm said:

A member of our board is saying that a motion, second and vote is required for our minutes to list the names of those voting for, against or abstaining. Is this vote necessary to record the names?

The minutes would record the votes of members by name if a Roll Call vote is used.

Roll call votes are typically used when the voting members are responsible to a constituency.

If roll call votes are not the usual method of voting, then to use that method would require adopting a motion.  A majority vote is required to order a roll call unless the bylaws specify some lower threshold.

Further reading: RONR (12th ed.) §45:45-54

On 5/10/2021 at 8:07 AM, rbk said:

someone familiar with parliamentary procedure (probably a lawyer)

LOL that's cute.

32 minutes ago, Guest Greg P said:

We are using Zoom to hold an AGM and cloud recordings are available to us following the meeting.  They will prove useful in creating the minutes of the meeting.  If an attendee wants access to the recordings, are they entitled to receive them?  How long must we keep cloud recordings?  Which is the official record of the meeting - the minutes, or the recording?  As far as I can tell, Roberts Rules of Order is silent on these matters.  Advice?

If the rules in RONR apply:

• The recording would be considered as part of the Secretary's notes and members would not automatically have a right to them.  However there is no rule preventing making the recording available to members.
• Retaining the recordings is optional and up to your organization to decide.
• The minutes (once approved) are the official record.

RONR is not silent on this point.  See §48:6

Quote

48:6      The use by the secretary of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves.

16 minutes ago, Guest Puzzling said:

Under RONR the minutes are the official record. RONR says nothing about the recordings at all. 

Well, except for §48:6.

2 hours ago, Linda Preston said:

When your bylaws specify a 2/3 majority to approve, how are abstentions counted? There are 8 people voting. 5 have approved and 3 are abstaining.

Abstentions are not called for, not counted, and are not votes.

3 hours ago, Weldon Merritt said:

A belief in which I wholeheartedly concur. I haven't dealt with many groups that have co-officers or co-chairmen, so I can't speak from extensive experience; but I suspect that in most instances, one of the co-whatevers assumes the primary role and the other acts more live a vice whatever. So it is much better to set it up that way in the first place.

Yes, and then when things go wrong, the finger pointing starts.  Responsibility shared is responsibility diluted.

13 hours ago, Guest Maureen J said:

Hello - If a Co-Officer (such a Co-Treasurer or Co-President) resigns mid-term, can the remaining officer continue on as the sole officer or does the Board need to hold an election?  Our Bylaws allow for Co-positions, however we haven't stated what would happen if one resigned.  This situation hasn't actually happened for us.  Could we add an amendment to our Bylaws to state the remaining officer could remain in position solo?  Thank you

My strongly held belief is that you would be far better off deleting all reference to Co-<anything> in your bylaws.  It is nothing but trouble, as you're beginning to find out.

4 hours ago, Guest Coljaj said:

There are three people running for an open board position.  One withdraws.  Can the withdrawing person give his votes to one of the remaining candidates?  If not what happens to the vote#?

They are not "his" votes.  The votes belong to the members who cast them. If he withdraws after a ballot has been counted, and nobody (else) received a majority, another vote will be required.  The withdrawing person may endorse another candidate, but everyone is still free to vote however they wish.

19 minutes ago, Mar said:

Does the membership (this is a NY State non-profit) have the power to overrule a board decision in a membership meeting? To me this seems obvious & logical, since the membership owns the "company", elects for the board members, etc., so they should be the ultimate deciders. There is nothing in the by-laws that explicitly states this. Is there something in Roberts Rules that covers this?

Yes, your instincts are correct.  Go to https://robertsrules.com/official-interpretations/ and scroll to OI 2006-13, which covers this exact situation.  (to reveal the answer, you must click on that number--yeah, I know...)

Ah, but it is.  At least it breaks no law in RONR.

It's common that some organizations will open nominations at a regular meeting a month in advance of the election, and then hold the election at the next meeting.  But there's no rule against reopening nominations at the election meeting to add additional nominees from the floor.  If the organization wishes, nominations could theoretically be open for several months.

RONR does not have limitations on when or how long nominations can be open.  Indeed it does not even require nominations at all.  You may find it suggestive to note that closing nominations requires a 2/3 vote, while (re)opening them requires only a majority.

__________
[Josh did it again.]

When a motion from a committee is made by the reporting member of that committee, the motion need not be seconded. 

But when the moderator opens debate the discussion is on that motion.  The first person recognized (usually the mover) cannot simply ignore the motion propose a new one (not an amendment of the first one) leaving the first in limbo.

There is a procedure where a member in debate can offer a "substitute" for the pending motion, but that is a form of amendment, and must follow the rules for amendments, including the need to be seconded.  There are also some quite involved rules regarding how substitutes are debated and decided.  Ultimately, if the amendment in the nature of a substitute is not agreed to, the question resumes on the original motion, which is still very much alive. In either case, a final vote is required to adopt whatever the resulting language is.

But while the amendment was being discussed, it would be in order to postpone it to the next meeting.  What gets postponed is both the original motion, and the amendment attached to it which has not yet been decided.  And that combination in that same condition is what would be taken up at the next meeting.

Now, if that's not what happened, please let us know so that we can attempt to understand how to deal with it.

__________
Edited to add:  Mr. Martin and I were typing at the same time, and he clearly types faster.  At least we didn't give conflicting opinions. 😊

On 5/4/2021 at 1:18 PM, Richard Brown said:

I agree that might be the case in some places, but the OP, who is on the city council and will chair the meeting in question, made it plain that they are selecting an interim mayor.  I'm surprised that Mr. Novosielski is unfamiliar with the term or confused by it.  

I'm quite familiar with the term, but confused by the inconsistent use.  The sequence of events seemed to suggest that after selecting a mayor, they then proceed to elect an interim mayor.  

But I appreciate the concern.

6 minutes ago, George Mervosh said:

My own view of it, Gary, is technically, yes.  Just because a contract has been signed doesn't necessarily mean it is impossible to undo (35:6 (b) ).  That's really the only standard here related to this scenario.  

My thinking was that once the contract has been signed the motion has been carried out, and there is no unexecuted portion remaining.  

But I don't doubt that the state of the remainder of the contract could be reached by another motion, so perhaps it's just as well.

18 hours ago, J. J. said:

In theory, the rules could be suspended for the remainder of the session, prior to the introduction of the bylaw amendment, "to permit an Objection to the Consideration of a Question to be applied to amendments to the bylaws."  It might be in useful in some situations. 

I was thinking it might be cleaner to wait for the amendment to be offered, and then before any discussion occurs move to Suspend the Rules and Object to the Consideration of this Question.

But then stating the question, taking the vote, and determining the result turns out to be a head scratcher.  

4 hours ago, Daniel H. Honemann said:

Yep.  

Are you saying the first two were incorrect?

45 minutes ago, Josh Martin said:

I continue to express no view on whether the nonmember is correct that the meeting is in violation of the Open Meeting Law or whether the meeting is invalid as a result. The board should seek legal counsel on that matter.

Of course they should. 

I was just seeking an opinion on the general case.

A slightly shorter if not more gentle way would be:

1. Yes, ignore or call to order a member who interrupts another who has the floor.
2. If a member during a lull shouts anything other than "Mmme. President" or equivalent, for example, "I call the question." the chair would respond "For what purpose does the member seek recognition?"
3. The member responds " I want to call the question."
4. The chair replies "The member wishes to move the Previous Question.  The member is recognized."
5. The member looks confused, and then realizes that he hasn't yet made the motion, and does so.
6. The chair acts appropriately depending on whether the motion gathers a second.

1 minute ago, Josh Martin said:

This seems like a poor assumption, since we are specifically told that the question is whether there is a violation of applicable law, not RONR.

The question at issue is whether the meeting "was in violation of the Open Meetings law because the agenda wasn't posted a full 24 hours in advance."

Fine, but it seems to me that the agenda was posted 24 hours in advance of the first meeting and 48 hours in advance of the adjourned meeting, since the agenda presumably did not change in the interim.

On 4/28/2021 at 10:35 AM, Angie N said:

Thank you for your response although I don't fully understand it. What you are saying isn't how the information is being proposed or presented.  There isn't any intent to  to create a bylaws committee. The intent as mentioned is to vote on the structural change and then make changes to the Bylaws over the summer.  I wanted to verify if that was in order to do. 

It is in order to vote on the intent to implement a structural change.  But the actual change cannot be implemented except by actually changing the bylaws.  That's why it makes sense that the first motion should be one to appoint or charge a committee to draft the proposed language necessary to implement the changes to the bylaws, to be adopted over the summer.

I'm surprised that the notice would be considered insufficient.   If proper notice was given for the first (inquorate) meeting of at least 24 hours, then surely that notice would be in effect for the adjourned portion of that session on the following day.

And if the notice required for the first meeting was slightly short of 24 hours, then surely that would have been cured by the addition of 24 additional hours before the question was taken up at the adjourned meeting.

I'm assuming here that the rules in RONR apply, and are not superseded by other laws.

3 hours ago, Guest marycandon@msn.com said:

Can a board member who is not on the Executive Committee attend an Executive Board meeting if they have been helping on one of the committees (Operation) and would be very helpful to the topics to be discussed

I'm confused.  A board member can of course attend a board meeting, whether they are on the EC or not.   Or are we talking about an EC meeting?

In any case, the general rule is that members of a body have the right to attend, and non-members do not.

So a non-member of the board would have no right to attend, but could certainly be invited to attend by the board if it would be helpful to the discussion.