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Greg Goodwiller, PRP

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About Greg Goodwiller, PRP

  • Birthday 10/29/1960

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  • Location:
    Oxford, MS
  • Interests
    Professional Registered Parliamentarian

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  1. Greg Goodwiller, PRP

    What determines a "New Board's" officers?

    Does your "association," whatever it is, have those officers (a president, a secretary, and a treasurer)? And how are they elected? Normally, they would be the same people - and the President of the association would also preside at its board. It doesn't have to be that way. But generally, a bylaws article would define the association's officers, and then the article about the board would say that it is composed of the officers, plus some members at large, or whoever else the association wants on its board.
  2. Greg Goodwiller, PRP

    What determines a "New Board's" officers?

    The only officers required for the conduct of business in a deliberative assembly are a presiding officer and a secretary or clerk (RONR pg. 22, ll. 1-5). The assembly's bylaws should contain one or more articles defining these and any other officers. An article of the bylaws on the board would also list which officers make up the board, and describe its duties and authority.
  3. Greg Goodwiller, PRP


    Ok. So, assuming the COO (Chief Operating Officer?) is a member of the Board, in the first place, there is no RONR prohibition to presenting an unannounced item of new business in a meeting. Such a limitation would need to be spelled out in your rules. Second, we are clearly talking about a disciplinary matter here, regarding "offenses elsewhere than in a meeting," the process for which is outlined beginning at line 18 on pg. 649 in RONR. Basically, it requires that a trial be held - and that due process rights be upheld. So the most that could have been accomplished at the meeting in question is putting the wheels in motion for such a process.
  4. Greg Goodwiller, PRP

    When does a motion passed go into effect?

    Unless stated otherwise in the motion to adopt the amendment, it is effective immediately upon its adoption.
  5. Greg Goodwiller, PRP

    minutes of Board of Directors Meetings

    The latter. Minutes, per Robert’s Rules, should be a record of what was done, not what was said.
  6. Greg Goodwiller, PRP

    Remote voting

    Some members attending a meeting by telephone, despite the fact that some are present in person, is nevertheless a form of an electronic meeting. So it isn't that "remote voting" isn't allowed unless it's in your bylaws, it is that electronic meetings are not allowed unless they are authorized in the bylaws. Once you do that, such members can be counted as present for the purposes of attendance and quorum, and be full participants in the meeting, including voting (although you will likely need some special rules of order about how they can do that). Until such meetings are authorized in your bylaws, while I suppose you can have a phone connection available and allow anyone you so choose to be on it and to speak, such members are not technically "present;" and therefore can neither be counted as such nor vote.
  7. Greg Goodwiller, PRP

    Unopposed officer and director nominees

    A motion is not required, but unless your bylaws preclude nominations from the floor, there has to be an opportunity for that. So the President says something like, “the following individuals have been placed in nomination by the Nominations Committee: [read names]. Are there any nominations from the floor? [pause briefly] Hearing none, the nominees are elected by acclamation.” And as noted by others, if your bylaws require a ballot vote, you must do so.
  8. Greg Goodwiller, PRP

    Polling the board

    RONR pg. 429, ll. 16-27 states: STRAW POLLS NOT IN ORDER. A motion to take an informal straw poll to "test the water" is not in order because it neither adopts nor rejects a measure and hence is meaningless and dilatory. If the assembly wishes to discuss and take a vote on a matter without the vote constituting final action by the assembly, it may instead vote to go into a committee of the whole or a quasi committee of the whole (52). Under these procedures, the assembly considers the matter as would a committee, and its vote while in committee of the whole (or quasi committee of the whole) serves only as a recommendation to the assembly, which the assembly is free to reject just as would be the case with regard to the report of any ordinary committee. Of course, that assumes you are in a meeting. It sounds as though you are possibly discussing what may be done prior to a meeting, in which case Robert's Rules is not applicable. I suppose prior to a meeting you could ask something like, "if you were to vote at this moment, how would you vote?" on a matter. But one of the underlying principles of parliamentary procedure is that decisions should be made in settings where members can first discuss a matter, and those discussions may affect the outcome of the vote.
  9. Greg Goodwiller, PRP

    Conceptual Review

    And what is a "case?" Are you talking about some kind of legal proceedings (in which case the relevant legal code comes into play, and you need the advice of an attorney rather than a parliamentarian). Is a "conceptual review" defined in your organization's bylaws or constitution? If so, what exactly does it say? That is not a term that is defined in Robert's Rules, so ultimately it may be a matter of your organization's interpretation of its rules. But it sounds to me as if the result of such a review is some sort of advice regarding the case. Such advice, in parliamentary language, would properly be offered as a resolution, which is a main motion (offered by one of your members) - something like, "I move that we adopt the following advice on the case . . ." As for where it comes on the agenda, it is likely new business, but we don't know your structure and manner of operating. It could come under the report of one of your officers, or a committee, or elsewhere.
  10. Greg Goodwiller, PRP

    Board of Directors Powers vs Members Powers

    That quote appears to be from a 2012 post on this forum by Dr. Stackpole. Perhaps he will offer some insight.
  11. Greg Goodwiller, PRP

    By law changes

    I concur with my colleague.
  12. Greg Goodwiller, PRP

    Email Meetings

    I agree completely. Email voting can be authorized, particularly when a matter has been discussed first in a meeting that meets the criteria for a meeting. Additionally, bylaws may contain a provision for "action between meetings" (or similar wording), which is often required by state law anyway. In that case, it ought to be defined carefully in the bylaws as essentially a "unanimous consent" action - meaning that if even a single member objects or even wishes to have discussion on the matter, then a real meeting (which, if the bylaws authorize it, may be by conference call or other technology) is required.
  13. Greg Goodwiller, PRP

    Roll Call Voting

    And I think this is the best advice to give swagaman.
  14. Greg Goodwiller, PRP

    Roll Call Voting

    I think the answer to this point is interpretive rule #4 (pg. 589).
  15. Greg Goodwiller, PRP

    Roll Call Voting

    I'm happy to be "schooled" by my colleagues in the forum on this, but I have always understood, taught, and advised that a special rule would be required to allow the chair to vote when it does not affect the outcome. I hope others will chime in with their views and justification for advising otherwise. Thanks.