Gary Novosielski

Yes, I was speaking of the usual case of a majority vote.

It's not that much different in the U.S., when it comes to hiring. I'm familiar with New Jersey in particular, and the Board hires only one person, the Superintendent of Schools (a.k.a. Chief School Officer). It also only evaluates that one person's performance. But it is still said to employ all the faculty and staff, and it negotiates with the majority rep (union) for each bargaining unit.

I was of the same opinion as J.J. regarding an amended main motion. It never made a lot of sense to me, but I've learned that I often don't know as much as I thought I did before checking in here. In any case, it wouldn't take much to convince me to jump the fence on this one, and I think you've supplied that. Thanks.

I think perhaps not the board, but rather the membership.

I'm still thinking that they are the same thing. The Board is the elected body. As a body, it owns buildings, employs faculty and staff, enrolls students, sets curriculum, manages its legal affairs, and so forth. The employees of any corporation are not considered to be the corporation.

It is not.

I think that as one of the only two mandatory positions (the other being presiding officer), the position of recording secretary is not subordinate to anything that's obvious to me.

In reading the original descriptions, I'm not clear which body approved the motion that the president was to sign the bank cards. It appears that this may have been the general membership. If that's the case, there is a question of whether the board has the authority to rescind or amend an action that the general membership has passed. The usual answer to that question is a resounding No.

What I was referring to was the situation where a board, via routine elections, replaces a specified fraction of its membership, and afterwards calls a "Reorganization Meeting", at which it typically elects its officers, reaffirms its policy manual, legal address, and a variety of similar boilerplate resolutions. This is also the time when the president if authorized, reappoints standing committees. It was not my intention to address other types of reorganization, acquisition, or dissolution.

Regarding Person C, it is not possible for one person to close discussion. One person may move the Previous Question, but it requires a second and a 2/3 vote to actually close discussion/debate. Debate may also simply end because nobody else seeks recognition or the time agreed upon expires. None of this needs to be recorded in the minutes. Person B, the seconder, is not normally recorded either. It is likely that the identity of seconder would not even be known, since the process of seconding does not require recognition. Upon hearing a second, the chair would simply proceed to state the question without seeking to identify the seconder. It is common that two or more people may call out "Second!" at roughly the same time. It is of no importance which of them is considered to have seconded the motion.

The document is referred to as the bylaws, treated as a plural, when used in that form as a noun. In the role of an adjective, it is used as the singular, such as a bylaw amendment or bylaw provision. More rarely, it is used as a singular noun, as when referring to a bylaw, rule, or policy. Such an individual provision is often referred to as a rule within the bylaws.

Well, if the two members benefit from opposite outcomes, you realize that if they both vote in their own interests, the votes will simply cancel out and the effect will be the same as if they both abstained. I wouldn't spend a lot of time worrying about it

Yes, that looks all correct. A blank ballot (one that contains no preferences for that office) is considered an abstention, as are ballots that are not cast at all.

If there is no rule in your bylaws or in RONR that requires a ballot vote for a particular circumstance, any member may still move to have the vote by ballot. The motion requires a second, and a majority vote for passage.

No, whenever RONR uses the word majority without further conditions, it means majority of those present and voting. Same for a 2/3 vote--it means at least 2/3 of those present and voting. The effect of this language is that people who are present but abstain from voting have no effect on the result one way or the other.

And to be even clearer, even in situations where the board does "reorganize" and may use the terminology of "last board", or "future boards", there's still no rule against access to past minutes by present members.

RONR has nothing called an "instructed vote". But if I get your meaning, delegates to this parent organization meeting are instructed by their smaller group on how to vote. That's appropriate and in order. As far as requiring a motion in the parent organization's meeting, I'd say yes, but if the presiding officer "assumed" a motion, and any debate has occurred on the question. then it's too late to raise a Point of Orderr now. What's important, and one of the primary reasons for having a motion, is so that everyone knows precisely what is being voted on with no ambiguity. You could still try raising a Point of Order that no motion was made, but it would likely be ruled against. You could also raise a Parliamentary Inquiry to ask what question is pending, precisely.

Terminology alone.

By cumulative voting, do you mean that a member can cast more than one vote per candidate. That may complicate what I am about to say. I have no clue what a "majority of a quorum" is, and apparently neither do the courts. One guess would be that if, say, a quorum is more than half of the members, then a majority of a quorum would be more than one quarter. Or maybe a majority of those that show up, presuming that is at least a quorum.. You'll need to figure it out, though others here might have suggestions. To be elected, a candidate must be voted for on the requisite number of ballots (for that office). If they do not get a vote sufficient to elect, then they are not elected on that round of balloting. But they still might be elected on the second or subsequent rounds. Whoever is elected is dropped from the ballot and additional rounds are held to fill the number of seats that remain.

Yes, of course. What I'm hoping to learn is whether simply designating someone in the bylaws as a "non-voting member" is enough to take precedence over the RONR definition of a member as someone who may vote, and therefore permit a person so designated to be considered a "member of the body" and therefore to attend executive sessions. Suppose for a moment that someone raised a point of order to that effect. Would you rule it well taken?

Note that RONR says that members should not vote on a matter in which they have a personal or pecuniary interest not in common with others. Apparently these two board members have an interest that is in common (with each other). So the rule in RONR cannot be applied. And even if it could, it is a "should" rule not a "must" rule. As you noted, the definite rule is that no member can be compelled to refrain from voting. To clarify the rule that no member can be compelled to refrain from voting: It means that no member can be compelled to refrain from voting; Period. So, in order to have such a rule, it would have to be in your bylaws.

Also see FAQ#12 here. Note well: "In ordinary societies [the motion to Lay on the Table] is rarely needed, and hence seldom in order."

Agreed, as far as the rules in RONR are concerned, but if the bylaws explicitly say that, notwithstanding some restriction, such a person is a "member", rather than calling them an advisor or other title, why would that not supersede the general definition of "member" as noted on page three, and so include such persons as members within the meaning of the rule on page 95, and elsewhere?

Was the meeting at which the motion was laid on the table the immediately previous meeting?

Questions regarding irregularities in the voting, including ordering a recall recount, are settled by a majority vote of the assembly in which the election was conducted, in this case presumably the general membership. No single member of the membership, much less a single director, may order a recount without a motion passed at a meeting. The Secretary acted improperly by failing to keep the ballots under seal until the time in which a recount could be ordered expires. But the motion to order a recall can only take place at the assembly session at which the results were announced, or the following session if within a quarterly interval.