Gary Novosielski

Yes, duly adopted resolutions should be implemented without delay. Implementation should not wait upon the approval of minutes. The effect of approving minutes is that they are agreed to be a true record of what was decided at the meeting. Pending approval simply means that there has not yet been an opportunity to approve them. Not approving minutes is not an option. There is no such thing as a No vote on approving the minutes. The only way to object to accepting the draft minutes is to offer a correction that, if agreed to, would make them acceptable. But note well that once any corrections have been considered (whether agreed to or not) the minutes stand approved, without any "final vote".

Well, sure. If the bylaws authorize such teleconference type meetings, then the meaning of being "present" is extended. So far I don't think we've seen any evidence that they do so. Perhaps @Anthony can enlighten us.

RONR Quorum rules apply to in-person meetings, which are the only kind of meeting authorized by RONR. I assume Art. IV. §5 refers to your bylaws. The quorum number would be the same whether people vote or not; all that is required is presence No section in RONR authorizes absentee voting. See 45:56 Any reference to electronic voting in §45 refers to digital voting devices used at proper in-person meetings, and so the same quorum rules apply. Unless your bylaws explicitly contain rules that say otherwise, only in-person meetings where everyone is in the same room at the same time, count as real "meetings". Any so-called votes taken by other means are meaningless—as if they had never occurred. And if your bylaws do have such rules, you will have to refer to them for matters such as quorum etc. If the rules in RONR apply, the lack of a specific quorum does not mean there is no quorum. It means that the quorum is a majority of the total number of members in the body that is meeting—in person.

I'm not sure what the stated purpose of the first special meeting was going to be. But I assume it's true that the proposed stockholder meeting to impose some sort of discipline on the members accused of flouting the rules poses a substantially different question. "The board has spoken" does not imply a unanimous decision, but rather a majority decision. However, in this case, the board had not spoken, since a 4-4 vote does not have a majority on either side. And in any case, even if the board had spoken, it had not spoken on the question of disciplining board members, which is not even a board matter, but rather a stockholder matter. And why would the board need to speak at all, when a single officer, without any vote of the board, can apparently call a stockholders meeting at will for any purpose? Has the lawyer actually read the bylaws? It doesn't sound like he has read Robert's Rules of Order Newly Revised, for that matter.

Yes, that rule is designed to protect a minority of more than one third from being prevented from debating an issue even though a majority may wish to cut off debate. But it can't be used by the minority to "hold the organization hostage" because it only preserves their right to debate, not the right to have their way. Unlike the U.S. Senate, debate in an ordinary society cannot last indefinitely. Once everyone who wishes to do so has spoken on an issue twice, the chair will put the question, and the majority will prevail. While it might be possible to suspend the rule that requires a two-thirds vote to cut off debate, suspending a rule also requires a two-thirds vote, so it's unlikely to succeed.

The rarely seen three-halves vote is probably an error.

RONR has no requirement that an agenda must be provided with the call of a meeting. These rules are your own customized rules and so RONR will have little or nothing to say about what they mean. Interpreting ambiguities in your bylaws is something your organization must do for itself. If you determine that rules are being broken, the way to correct this situation is typically through the Point of Order and subsequent Appeal process. [See RONR (12th ed.) §23-24]. There is no Parliamentary Police to enforce the rules if a majority of the membership does not care. In that case, the choices are usually reduced to two: Organize the other members to support the rules, or Vote with your feet.

In this case it appears that the speaker is already being interrupted (presumably improperly) by others, but the chair is not intervening to prevent this. In that case I think a point of order that the chair is failing to maintain order is appropriate. It is also possible for another member to call the offending member to order, but it seems to me this is the chair's job, and the chair should be encouraged to perform it

Where can you find what? I'm not sure whom that reply was addressed to, but it may not matter where it is in RONR because your local rule supersedes the rule in RONR. But fortunately the two say practically the same thing: The only items of business that are in order at a special meeting are those which are described in the call. RONR says that [RONR (12th ed.) 9:15], and your bylaws say that, sort of. At least that seems to be the intent.

Quorum refers to the number present, not the number voting. That's why vote thresholds use the phrase "present and voting", because one does not imply the other automatically. Members are still considered present if they are still present. If they "abstain" by walking out, they are not considered present.

Yes, as the paragraph I quoted said, they must meet no less frequently than quarterly, must have adopted RONR, and must not have adopted special rules to the contrary.

Yes, as long as this proposed business is clearly described in the call of the meeting, no rule prevents addressing it in a special meeting.

As @Joshua Katz points out, this motion is for the purpose of asking for information, not providing it. Because this misunderstanding has become so common, the name Point of Information is now deprecated, and the correct name of the motion is now Request for Information. If a member desires to offer information, this is done during normal debate.

It was a correction of the quote of the chair, striking watch and inserting wait. Whether what the chair said makes sense is another matter. If the chair was enforcing the rule requiring previous notice for elections, then it would.

It's not clear what rule you're talking about. Was this intended to be part of some other thread?

Your procedure for "complaints" , "objections", and something called an "appeal" which apparently bears no resemblance to the motion to Appeal in RONR, are rules of your own design, and so are not anything RONR would apply to. Are these rules in your bylaws somewhere? How do they work? They seem to be quite unlike the rules in RONR. Does your organization adopt RONR as your parliamentary authority?

Possibly. It depends on a number of things. Was this a board meeting at which the person was nominated, a board meeting or a membership meeting? Was the body that was meeting the one with the power to fill vacancies, according to your bylaws? In any case, if the member moved to nominate the person, that does not mean a vote will be taken then. It requires previous notice to elect someone to office to fill a vacancy. I'm not sure why the chair did not handle this as a call for nominations rather than waiting for someone to "move" a nomination, but I suppose no harm was done. Nominations do not require a second. If previous notice of this vote was made at this meeting additional nominations and a vote could take place at the next one. But I'm assuming a lot here. What do your bylaws say about filling vacancies?

Well, "complaints" have no parliamentary standing, and "objections" only matter in some narrow situations. But the requirement that they follow the rules applies without regard to their "real interest" in concerns or transparency. The major point is that the leadership can (and will) only get away with what the assembly as a whole will put up with. It is easy to simply ignore a complaint, but less easy to ignore a properly raised Point of Order, and if ruled upon unfavorably a properly seconded Appeal From the Decision of the Chair. [RONR (12th ed.) §23-24] Learn the proper forms, and use them without hesitation. Make sure you have allies in the assembly who are prepared to clamp on and not let go until the rules are properly observed. To quote Frederick Douglass: "Power concedes nothing without a demand. It never did and it never will. Find out just what any people will quietly submit to and you have found out the exact measure of injustice and wrong which will be imposed upon them...."

Yes. Although it's possible a rule was violated, this would not invalidate the entire meeting. And since, apparently, nobody saw fit to raise a Point of Order at the time, it's water under the bridge at this point.

Before adopting the agenda for a particular meeting, the contents are open to amendment the same as any other motion. Once all amendments have been made, the agenda can be adopted by a majority vote. After it has been adopted, further changes would require a two-thirds vote. If the agenda is simply voted down (defeated) then the standard order of business would apply: The Standard Order of Business comprises the following headings: 1) Reading and Approval of Minutes 2) Reports of Officers, Boards, and Standing Committees 3) Reports of Special (Select or Ad Hoc) Committees 4) Special Orders 5) Unfinished Business and General Orders 6) New Business In organizations that have adopted RONR as their parliamentary authority, that hold their regular meetings as frequently as quarterly, and have not adopted a special order of business, this series of headings is their prescribed order of business. [see RONR (12th ed.) 41:5 ff.]

Ultimately each society must interpret its own bylaws. Rulings of the Chair are appealable by the motion to Appeal [RONR (12th ed.) §24]. The closest analogous rule in RONR is the calculation regarding days of previous notice: 9:4 In all such cases, to avoid uncertainty about what period in advance is reasonable, the specific number of days’ notice required—which will depend on the conditions of the particular assembly and which each organization must determine for itself—should be prescribed in the bylaws (56:34). Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent. In other words, whole days count, not hours, minutes, or other fractions of a day. Also, I do not see in your quoted bylaws any requirement that the objection must be received within 10 days. Analogous rules in RONR provide that things must be sent by a particular time. Your bylaws say it must be made. It is up to your organization to decide whether made means sent or received or something else.

Yes, it is incompatible with the idea and ideals of a deliberative assembly. This is why RONR prohibits proxies to the fullest extent permitted by whatever laws and regulations govern your type of society. You may amend your bylaws to use proxies but you'll have to develop the rules for their use. All things considered, you'll be sorry. Good luck.

No. Amending a rule permanently is not the same as suspending it occasionally. If you want to amend the bylaws to eliminate roll-call votes, then you do that once, and you're done. But to suspend the rule that requires a roll-call vote on certain occasions, to allow a ballot vote, you would say: I move to Suspend the Rules and take the vote on this question by ballot. This would require a second, and would not be debatable. It requires a two-thirds vote for passage, and if it succeeds, then for that question a ballot vote will be used. If there was no rule in your bylaws requiring a roll-call vote, it would be simpler; you would only need to say: I move that the vote on this question be taken by ballot. This would only need a majority vote, since no rules are being suspended.

So, if etc means ElecTroniC, the texting must be the old fashioned manual texting, which was very noisy and generated so much dust.

Yes, but as with regular sessions, it is especially advisable to follow the rule that discussion does not belong in the minutes. Only actions taken, for the most part, belong there. The minutes are a record of what was done, not what was said. See RONR (12th ed.) 9:26-27, and 48:1-8.