Gary Novosielski

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.

Then, once accepted, the resignation creates a vacancy on the board, and you'll need to consult your bylaws regarding how vacancies get filled.

One of our board members has resigned due to ill health. Should our president accept this and then announce it formally at our next meeting? The resignation letter has already been sent to all board members. Our president wonders if the board has to approve it instead of him accepting. From what I've read he should accept it immediately (albeit regretfully) as soon as he can.

Our bylaws don't speak to this issue as our members don't usually resign, just disappear.

Judy Martin

The president does not have the authority to accept a resignation, unless that's a special power in your bylaws.

A resignation, in parliamentary terms, is a request to be excused from a duty, and granting it would require a motion and a majority vote.

I don't think the English language sentence can be reasonable interpreted to read that way. I think the bylaws are quite clear in what they mean even though it makes no sense. If the organization's intent was for a quorum to be 2/3 of the voting members I would suggest they take the great thinker Horton's words to heart "I meant what I said and I said what I meant."

I disagree.

Take the sentence:

Strike the words 2/3 of the voting members, and replace them with the words twenty members. And we have:

Either one makes sense. And since "twenty members" and "two-thirds of the voting members" both refer to a number, the substitution would appear to make sense as well.

Is it well written? Umm, no. I'm not particularly fond of the repetition of "general meeting", since members' presence at any general meeting can be assumed to have occurred at a general meeting. That alone would lead me to go back to that page and see if I had read it wrong. If the needless duplication were stricken, we have:

... which is getting better. But clearly the language is ambiguous, or we wouldn't be debating it, so it requires interpretation by the society itself.

Or they meant exactly what they said and got it right.

That's entirely possible. But we both know that ain't where the smart money is.

The Executive Board of our organization consists of 6 Officers, 6 Directors and 2 ex-officio members with full voting privileges. At present 2 of the officers also hold the 2 ex-officio positions. We also have 4 vacant positions (out of 14) due to resignations. Our by-laws state that a quorum is 50% plus one of the Board members in order to transact business. Questions are: 1. Does a members who holds 2 positions (one officer & one ex-officio) count as one member or two in regards to a quorum? In regards to voting? 2. With the 4 vacant positions is a quorum now 6 members?

A member is a person. One person, one vote, one present for quorum. You count heads, not hats.

And I can't tell whether the answer is six from your description. It's not clear--if everyone shows up, how many people are in the room?

Your non-standard "50 percent plus one" quorum requirement might also come into play. It looks like someone meant to say "a majority of members constitutes a quorum" and got it wrong.

For example, suppose you had 9 breathing members. A majority of 9 would be 5. But by your rule, 50% of 9 is 4.5, plus one is 5.5, so you'd need a minimum of 5.5 people to conduct business, which will require six human beings to accomplish.

One more wrinkle:

Do any answers change in anyone's opinion for unseconded "main" motions regarding recording in minutes and renewability in these cases:

(1) The motion is made, the chair asks if there is a second, hearing none, the chair declares that the motion is not before the assembly.

(2) The motion is made, the chair states the question, a member makes a point of order about no second, the chair declares the point well taken, calls for a second, hears none, and declares the motion not before the assembly.

We were discussing renewability, but I don't think we mentioned recording in the minutes. Motions that die for lack of a second are recorded in the minutes.

Yes, the motion was not before the assembly (p. 34).

I understand the reasoning. But while §38, on the Renewal of Motions, exempts a motion that has been withdrawn by its maker from the restrictions on renewabilty, it does not mention motions that died for lack of a second. The reason given in the case of a withdrawal is that the assembly was never asked to decide the question.

But in the case of a motion not seconded, the assembly did effectively make a decision. It decided, by its silence (unanimous dissent?) that the motion was not only unworthy of adoption, it was unworthy even of discussion. The case could therefore be made that the assembly should be protected from having to make this decision again on essentially the same question, which is the basic principle of nonrenewabilty. I think it would be reasonable to require that the motion be changed enough to present a substantially different question before it is offered again.

Still, a wise chair might pause briefly before ruling a renewal of this kind out of order, just to see if someone takes the opportunity to second it this time.

I don't think it's crystal clear either way on this one, nor is either way a real problem, frankly, but I think it would be nice if RONR mentioned this case explicitly.

On the other hand, this tends to be fairly self-limiting. A motion dying for lack of a second often results in a maker dying of embarrassment, and probably unlikely to renew the exact same motion for that reason.

Sorry, I should have said "is not in order." My mistake. Thank you for pointing that out to me.

That's called "falling through the not hole"

You cannot have followed correct parliamentary procedure, since what your group has been doing for some time is already in violation of it. (Um, note that that is not what Robert's Rules says.)

Any attempt to impose proper procedure on the structure of proceeding that you already have would result in gibberish. (Again, that's my assessment: you won't find that in RONR.)

See, it looks to me as if your group's membership wanted to decide that the minutes are OK as they are -- and that you wanted to decide that you don't need them read. What you wanted to do, to certify that your group says officially that the minutes are correct, is called "approving" the minutes. To dispense with the reading of the minutes is to say that we will read them later -- adopting a motion to dispense with the reading of the minutes is only an order that the reading will be done later.

Given your group's situation, I suggest that as soon as possible, you adopt a motion that ratifies all the previous "dispensings," saying that all those previous dispensings were really approval of those minutes as officially correct.

Then, stop calling your group's official approval of the minutes, as correct, "dispensing of their reading," and begin to call it what it is.

And most importantly, make sure that the minutes are, indeed, correct, before approving them. If they have been sent out to all the members, by e-mail, paper mail, or tedious reading over the phone, that's fine. But if your group does not do that previous distribution, you really, really, better read them at a meeting. (And note that this objecting member -- or any member -- has the right to demand that the minutes be read.)

Yes, a special committee can be formed to approve all those old minutes, desperately hanging there with all sorts of inaccuracies threatening your group, who has endorsed that version, which might have all sorts of falsehoods there, claiming to be what your group did.. A special committee might be the better way, but it's certainly not required.

And lastly, if your group used to find the minutes tedious on reading them, then they probably have about twice as much wordage in them as they are supposed to have. Minutes are what the assembled group has done, not what any particular one has said. If that's the problem, then you need to get the secretary to read about four pages in RONR (beginning about p. 451), or some fewer in RONR - In Brief.

And Ms Heisser, you didn't do too bad at all.

(Edited to reduce my own gibberish.)

I disagree that a motion to dispense with the reading of the minutes requires that they be read later. RONR suggests that when minutes have been distributed to the members in writing, that the assembly may dispense with their reading by unanimous consent. It is permissible to dispense with their reading completely in this case.

But you are quite correct that what may not be dispensed with is the approval of the minutes. This should take place whether the minutes have been read out loud or not. If the group has not been approving the minutes, and if this approval has not been recorded in the minutes of each subsequent meeting, then they have some work to do.

Most documents are clear, before one has had a chance to read them.

In the case of bylaws, they usually seem perfectly clear no matter how many times you read them. It's only when you actually try to apply them to a real situation that they go all squishy on you.

I am told that in the Czech language, "voice" and "vote" are the same word.

In English, the phrase "voice and vote" usually implies that one has the right to speak in debate, and to express a choice on the outcome. The right to make motions would be more in the nature of "voice" than of "vote". By default, all members have the rights of "voice and vote".

But what precise meaning your bylaws are meant to convey is up to you to decide. They seem clear to me, but I'm not a member; they need to be clear to your society. If they are, then you're fine as things stand. If they're not, then you should perfect them.

Thanks Everyone . We do have a ballot vote but only when we have a contested position. We open/close the floor for each candidate one at a time as the bylaws allow losers if there are any to be nominated for the next lowest position. Therefore we can't kill all the birds with one proverbial stone. So is it proper to request a motion to accept by aclamation and then get a second or can I just declare victory by myself? Thanks again.

You can ask it another ten times, but the answer is you can't do anything, because you are not the chair, and you have given no indication that your bylaws require you to run the election, which I would be willing to make a (small) wager they do not. Therefore, doing so would be improper. The only appropriate officer to preside over the election is your presiding officer.

The fact that the current president is nominated has nothing to do with it. After you give your report, she should open the floor to additional nominations, and if there are none, should declare the nominee elected by acclamation, for each office being considered.