Gary Novosielski

Dan, I agree with you that nominations can be reopened by majority vote, and would open all nominations up for debate.  I also agree that there is no motion to reopen debate.  The question that have been raised is if the motion nay be made even though no member wishes to offer a nomination.  Your answer is apparently, yes.

That's not how I interpreted what Dan said.

And as for me, I believe that if no member wishes to offer an additional nomination, then there is nothing more to debate.

I think the best course of action when a ballot is inconclusive is simply to have another ballot.  Debate at that point is unlikely to be useful.  Voters in subsequent rounds are far more likely to be swayed by knowing the results of the ballot before than they are by listening (again) to the opinions of other voters.  The latter can only persuade us how the speakers wish we would vote, which we likely already know..  The results of the last ballot tell us how the entire assembly of people actually did vote.  And the results of the second ballot, even if still inconclusive, is likely to be more informative than the first.

Only by offering additional nominations does the question before the voters actually change.

So I favor the strictest interpretation consistent with RONR, that the reopening of debate (but not nominations) ought to require unanimous consent.  I fear the wrath when I say "ought to", because one's role here is not to suggest what RONR ought to say, but to discern what it does say.  In this case, it doesn't quite say.

But still any limitations on membership must be found in the By-laws so if the By-laws do not say that the non-voting member cannot make a motion (or enter into debate, or anything else) then the member can vote.

So, if they bylaws do not say that the non-voting member cannot vote, the non-voting member can vote?

having Executive Sessions where no members are allowed.

No members? Must be pretty quiet, except for the crickets.

Because of this vagueness, past presidents in our organization have pulled tricks ("consolidated power") by creating an "Executive Committee" of three directors who decided everything behind the scenes, essentially disenfranchising other directors of their votes (2 of which resigned in protest, but the exec committee remained). Our Bylaws could not help us break up that little monopoly.

 

Does this establish precedent whereby a future president could, say, break the tie and 'declare' the vacancy filled... based on some reason (experience, etc)? It would not be popular with the opposition, but is it illegal?

Your bylaws probably could have broken up that little monopoly.  If they don't establish an "executive committee" then no such committee exists.  And even when they do, their power is usually limited.   Of course if there are three on one side of an issue and only two on the other, the three are going to be able to do pretty much as they please, but not violate the bylaws.

It sounds like your best defense would be to (quick like a rabbit) gain a working knowledge of RONR and practice repeating the phrase "Please show me the rule that grants you that authority."  

Presidents can't break a tie if they've already voted once, by the way.   One person--one vote.

Illegal?  We don't do legal here--not even those among us (not me) who are lawyers

Well, there could still be a problem if they continue to have tie votes, but if the method of selection is an election (and I don't see why it shouldn't be) then things might go easier.  For example, if only one candidate is nominated, that candidate could be elected by acclamation.  If two or more are nominated, or if there are write-in votes, then the standard advice is appropriate:  Keep voting until  someone gets a majority, or people get tired of the process and change sides, or someone from one contingent or the other has to go to the loo.

What surprises me is that the practice of the secretary casting a single ballot is a more durable myth than the tooth fairy, yet with considerably less evidence.

Your organization is making an error in believing that if RONR is not follwed to the letter, the actions taken would somehow be overturned or draw legal action.  This is rarely the case, and in the cases where it is true, I'm sure I would not want them to be changed, in any organization I belonged to.

By changing "govern" to "guide", you are effectively saying that no matter how egregiously the rights of members may be trampled in your worst nightmare scenario, you simply don't care.  There is no recourse, because after all, the rules were only a "guide". 

It does, indirectly, Shmuel. Part of the reason for defining a "slate", expecially if the definition would have limited it to one name per office from the committee, was to see if it were possible to close nominations before election night. The vlaid arguement I mentioned in my original post would be that if the Committee COULD present more than one person for each office, there would be no need for nominations at the last minute. Sorry if the subject of the discussion drifted..if there is a way to rename it, let me know...

Jeff

There would still be a need for nominations "at the last minute" (i.e, from the floor), because RONR requires it. You'd also have to outlaw that in your bylaws, which I think all of us would recommend against.

I guess the key word is "commonly." Since there is no firm definition in RONR that the slate is one name per office, would it then be up to the organization to define slate in it's articles? Or would verbal instructions from the President of the organization to the Chair of the Nominating Committee to "find as many bodies as possible for the slate" be sufficient? And if they define it to mean any member of the organization willing and qualified under the articles is to be listed on the slate, then that would not conflict with a "common practice"

Jeff

No, it would be best if they would not use the word slate at all, and simply say what they wanted the committee to do, plainly and clearly.

Our Alumni bylaws states our board must meet the second Wed of every other month. ..

Does our president have the authority to cancel the meeting without a vote by the full board? Nothing in our bylaws addresses cancellation of meetings.

I might add ...[other immaterial stuff]

Apparently, your president does not have the authority to cancel the meeting even WITH a vote by the full board, if your bylaws are as you describe them. If your bylaws are silent on canceling meetings, then there is no way to cancel a meeting.

So is it good to have bylaws allow for cancelling meetings, or is it bad?

Or is it none - or both - of the above?

It's neither and both, but how it shakes out in your case is going to be up to your society to try to anticipate.

As for me, I am loath to tinker with the rules in RONR without a very good reason.

I did not know this. So you mean to say that if our bylaws do not contain anything regarding the cancelling of meetings, then the President is out of order if he reschedules a meeting when he becomes aware that a quorum won't be achievable?

Louise

He sure is. Way out.

Thanks, sMargaret. I've actually requested (but not moved) to have regularly scheduled meetings a couple of days ago.

I'm confused, however, as to the comment about who has the authority to call an executive [board] meeting. I'm finding no evidence in one direction or another. Would you mind clarifying, please?

Thank you.

Do your bylaws actually contain language that states that you do, in fact, have an executive board in the first place? Or did someone just make it up, and start having meetings?

I'm hesitant to attempt an answer because I'm not sure what an executive board of a committee is.

If it's actually a committee we're talking about (and not the executive board of the organization itself), the chair can call a meeting, and once called, anyone who shows up can validly meet, even if the chair then decides not to show.

If the chair is unwilling to schedule meetings, any two committee members can do so. Once the committee meets, they they (by majority vote) can decide when to schedule future meetings.

A vote of 2/3 of directors then in office. There are seven directors - 4.6. To pass do you need 4 or 5? Do you always round up?

No, you don't round at all.

Two thirds of 7 is 4 ²/₃ (not 4.6). So that's how many votes you need.

Count the votes, and if there are 4 ²/₃or more then it passes.

Clearly, four votes are less than that, while five votes are more, so it takes five.

How is voting to approve the Treasurer's report "improper?" What our Board did was neither immoral, unethical, or illegal, just unnecessary. Please explain how it was "improper."

No, it was not immoral, unethical, or (presumably) illegal, but it certainly was improper.

Ask yourself why you would vote to approve a financial report that had not been properly audited. Suppose fraud were detected later, and you were on record as agreeing with it.

Q. Who elected this person as your president (before he resigned)?

THAT party is the party who fills vacancies for the office of president.

Well, that presumes that there is ever a vacancy in the office of president which, if the rules in RONR apply, will not ordinarily happen.

Upon acceptance of the president's resignation, the vice president became president, so the resulting vacancy is now in the vice presidency, unless the bylaws otherwise provide.

I disagree. I believe that to attend by computer online could be permitted by an ordinary motion, but to actually participate as a voting member would require bylaws changes.

I believe that the only way to "attend" a meeting is to attend the meeting, unless "attend" is defined in some way other than being present. And I doubt that can be accomplished by an ordinary main motion.

In the case where it has been established that no quorum exists by the president and members, can those present continue with discussion of agenda items without adoption but taking no action on items that need to be voted upon?

Without a quorum the agenda can't be adopted.

The only actions that can be taken are those necessary to secure a quorum, or to adjourn the meeting (possibly to another time). They can recess and wait if they like, and talk about whatever they like while recessed.

For those of you who took the time to give me a serious answer, I thank you.

It appeared to me that all the answers were serious. But since you didn't answer any of the questions raised, it's not possible for any of the answers to be complete.

[D]o I have someone else sign off as Secretary Pro Tem?

Yes.

If so who is the correct person to sign as Secretary Pro Tem?

The correct person to sign as Secretary Pro Tem is the person who actually was secretary pro tem at that meeting.

If you have recuse yourself from voting on a particular item, can you rescind the recusal and vote?

Even easier. You can just vote.

There is no "recusal" event in RONR, which does not deal with the subject except to say that people should not vote on a question in which they have a personal or pecuniary interest not shared by other members.

Outside of an actual judicial context, what people call "recusal" just amounts to an announcement that one does not intend to take part in considering a particular question, presumably on account of some real or perceived conflict of interest. Nothing happens officially as a result of the announcement. I suppose if you change your mind, you can simply announce that fact, but that's no more official than the original announcement.

In our Board there is a question on where the chain of command lies. Our Board is made up of President, Vice President, Treasuer, Secertary, three department heads.

There is no "chain of command". What is your actual question?

20 is definitely a number, an integer. 2/3 of voting members is not an integer; it is a differential equation, as in calculus. It is an expression of the relationship of variables, it explains x as a function of y. As the number of people rises or increases (at the meeting) the equation explains how the other variable changes in relation.

I would argue, then, that both expressions are not numbers. In fact, whether or not "2/3 of the voting members" is a hard number is exactly the question at hand (does it mean 2/3 of the membership roll of 80 or does it mean 2/3 of whatever number of people we count in the seats at a given time?), so claiming it's a hard number is begging the question. (I mean that in the sense I learned in philosophy, i.e. stating positively the question at hand as a premise, not in its current common usage as a substitute for "raising" the question.)

Okay, well, what I said was that they both refer to numbers--not necessarily integers, but certainly rational numbers. Obviously 20 refers to twenty. And "2/3 of the voting members" refers to a fraction of the voting members. That's not a differential equation, as in calculus. It does not refer to a derivative; its rate of change is a constant, 2/3. And it's not an equation because it has no equal sign. But it does refer to a number. It refers to that number of members which meets or exceeds 2/3 of the total.

But that's not the point. The fact that a fixed number or a fraction of the membership are both acceptable ways to refer to a quorum is not in dispute.

The question is whether it refers to 2/3 of the membership, being present, or 2/3 of the membership that are present. The former interpretation makes sense, the latter does not, as it means that a quorum is always less than the number present. That could not be the intent, because no sane person who had that intent would phrase it in that way.

Either the former interpretation was intended, or the author of that language does not understand what the word "qourum" means, and was trying to express something else entirely.

Thanks, Gary. Will you please direct me to the page in RRNR where this is located? Thank you.

See §32, especially at page 279, line 10.