Gary Novosielski

No, I would not make that statement unless someone objected or raised a point of order that their motion had been ignored. Then the chair could explain that it might not be in order. It would be best if the chair can sneak in the call for final nominations before the motion to close has been seconded.

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The introduction in relevant part says: In an often quoted statement, [Robert] said: “The great lesson for democracies to learn is for the majority to give to the minority a full, free opportunity to present their side of the case, and then for the minority, having failed to win a majority to their views, gracefully to submit and to recognize the action as that of the entire organization, and cheerfully to assist in carrying it out, until they can secure its repeal.”

Why would someone elected to be the secretary resign as a member? Members of an organization that are elected to higher office are still members of the organization

The motion to close nominations is not in order when there are people wishing to make nominations. Here's what RONR says about it. 31:4 Motions to Close or Reopen Nominations. In the average society, a motion to close nominations is not a necessary part of the election procedure and it should not generally be moved. When nominations have been made by a committee or from the floor, the chair inquires whether there are any further nominations; and when there is no response, he declares that nominations are closed. In very large bodies, the formality of a motion to close nominations is sometimes allowed, but this motion is not in order until a reasonable opportunity to make nominations has been given; as noted above, it is out of order if a member is rising, addressing the chair, or otherwise attempting to make a nomination, and it always requires a two-thirds vote. When no one wishes to make a further nomination, the motion serves no useful purpose. I think the chair, upon hearing the motion, could say, "It is moved that nominations be closed—are there any final nominations? <pause> " If anyone offers another nomination, the motion to close can be ignored. And if nobody does offer another nomination, the motion to close can still be ignored, and the chair can simply say, "If not <pause> then nominations are closed." The subsequent paragraph 31:5 deals with the sort of situation where a motion to close nominations would be legitimate.

The all part is not, but the decisions part is. Is a motion for the Previous Question itself a decision, or merely a way to proceed to actually making one?

It's ambiguous, and badly written too. I could argue that "all decisions" means main motions, while a motion to Amend Something Previousy Adopted is a "question of a parliamentary nature." But someone else could argue differently. Fortunately, your organization alone can interpret what your bylaws mean. If I had a magic wand, I would replace that entire paragraph with the language recommended for adopting RONR as the parliamentary authority: Article # Parliamentary Authority The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt. Of course most people would replace the word Society in both places with something more appropriate for the specific organization.

Certainly.

If no votes were cast, nor decisions made, then the minutes would presumably have no useful information, apart from the fact that the meeting was held. If it's desired to communicate what matters might have been discussed during the meeting but not acted upon, then the minutes are a poor method of communication. You might wish to publish a newsie-notes or from-the-desk column on what the board is doing, but minutes should only contain what was done, not what was said. And minutes that have not yet been approved should be clearly marked as - D R A F T - minutes, since they are still subject to corrections before being approved.

Yes a motion to adjourn is almost always in order, even if it's at the start of the meeting. If the motion is seconded, and if a majority agree, then they will vote to adjourn. If not, then they won't.

I suppose that's technically true, since the assembly has control of what goes in the minutes, but without a compelling reason to randomize the contents, I'd be voting against doing so. The usual case certainly is to follow the business as conducted, chronologically.

Well, so far we have been told that the president "is not one of the six voting delegates," but then that the president "normally is one of the six voting delegates." So, if the president is one of the six and the vote is 3-3, then the president has voted to create the tie. In that case the president would not get a second vote. Nor would it matter anyway, since voting to break the tie in the affirmative could have been accomplished by not voting in the first place, and voting in the negative would accomplish nothing since the question was already defeated. If the president had not voted (as would be the practice of the US Senate, say) and has the power to break ties, then the fact that the question is on the election of the president does not change this rule.

I don't know what sentence is being referred to. The important thing is that the minutes must contain the exact text of what was adopted in its final form. If not, they should be corrected to include this language before approval—or failing that, should be amended after approval.

On the contrary, Mr. Novosielski is prepared to deny under oath that he ever disagreed. 😏

Fair enough, but we still don't know whether you think it's strictly not in order, or simply a bad idea.

Once an agenda has been approved by the assembly it can only be amended by a two-thirds vote of the assembly. The chair cannot do it alone, but if the change is not expected to be controversial, the chair could seek unanimous consent to make the change. The minutes should always reflect what was actually done in the order that it was done. If the agenda is not adopted by the assembly, it is essentially just a memo for the use of the chair but is not binding, and the chair can use whatever discretion would ordinarily be available, which is far from total. If the assembly wishes to take up a question at a different time than would be set by the orders of the day, it would still take a two-thirds vote to set the orders aside.

Since the group of tellers is in the nature of a committee, the counting would continue and the Tellers's Report would be drafted and finalized. It could not be reported to the assembly until a quorum is present. Whether it would be a new meeting or not depends on what happens in the meantime. The assembly might recess until the count was complete, especially if there was reason to believe that a quorum could be reëstablished, such as if members had just stepped out for a smoke, or to go across the street for a sandwich. The meeting could also adjourn to a future time when a quorum could be obtained, or receiving the report and announcing the result could be done at a completely new meeting.

And that would be my recommendation too, in the absence of compelling reasons not to, and it think it would be improper if it were based on nothing more than a suspicion that a vacancy might someday occur, but if there is good reason to believe that the resignation is forthcoming, and especially if it has been received but not yet acted upon, with no reason to believe it will not be accepted, then I think previous notice with full disclosure that the vacancy is an anticipated one, and the results would be contingent upon actions as yet not taken, would be in order. Another good reason to wish to shorten the process might be if a candidate to fill the vacancy could be lost to another position if not snagged now.

I might agree that waiting for certainty would be a good way to proceed. But I can also envision sets of circumstances where there would be a very reasonable basis to anticipate a vacancy although no resignation has yet been received, and where a decision on who should fill that vacancy, if and when it occurs, needs to be made quickly. For example, if summer is approaching, and the society normally has trouble obtaining a quorum, or when some likely candidates to fill the vacancy might be unavailable. It's not hard to propose other scenarios. What I am saying is that the absolute certainty of the vacancy may not be possible to ascertain, but the timing of the election to fill it, contingent on a formal resignation, can nevertheless be fixed. It may not be the best recommended course of action, and if it's not, I trust the membership will not go down this path. But I assert that if there is a perceived benefit to get the replacement locked and loaded in advance, then holding an election in anticipation of the vacancy does not violate any rule I can find. Suppose the assembly wishes to appoint Jed's Landscaping to plow the parking lot in the event of a winter storm. If no snow occurs, and Jed is never called upon to serve, no harm is done. But the assembly need not wait until the snow is on the ground before even considering who should get the job.

If the six members include the current president, then having a 3-3 tie implies that the president has already voted. Nobody gets to vote twice. A 3-3 tie is a failure to elect, since no candidate achieved a majority. The remedy is to hold a second ballot (and as many subsequent ballots as necessary) until someone gets a majority.

It appears that this question is a legal one and should be directed to your attorney. Depending how your bylaws are written, the membership might be able to instruct the Treasurer to issue a corrected 1099, but that might depend on how the duties of the Treasurer are described in the bylaws. Removing the Treasurer might be an option, but not if you can't even get a second on a motion to investigate.

But it would not be an election at some indefinite time. It would be previous notice of intent to hold an election at a particular meeting to elect a person to fill an anticipated vacancy. I also note that virtually every rule in RONR is written in anticipation of some future situation, and every special rule of order is written the same way, to decide in advance what will happen in the event that some specified set of facts is met in the future. I would wager that the word if occurs in RONR on the order of thousands of times.

I'm asserting that it does not violate any rule to adopt a motion that is contingent upon a future event. What would you like me to cite?

The minutes have to reflect the exact language of what was finally approved after amendment. It is not necessary to include the details of what iterations of amendment occurred prior to adopting that final language. But it can't just include the original text as moved, and say it was adopted without amendment if that is not what occurred.

You don't "leave it as a tie," you consider it as defeated, since it did not achieve a majority. You move forward just as you would if everyone had voted No. Edited to add: Even in cases where the president does not typically vote (and a board of four people is usually not an example of that) the chair is free to vote in any situation where that one vote could change the outcome. In the case of a 2-1 vote, the chair may decide to let that vote stand, adopting the motion, or may decide to vote No, creating a tie, and defeating the motion.