Greg Goodwiller, PRP

In addition to what has already been said (with which I agree), it is generally the officers who are authorized to sign contracts, and if they are the ones who were absent, yes, they can certainly sign the contracts indicating that the association or board they represent properly approved it.

The "online version" is not the current edition of Robert's Rules. So assuming your organization's bylaws say the its parliamentary authority is "the most recent edition of Robert's Rules of Order Newly Revised," or something approaching that, what we're saying is correct.

"Renewal" of motions is for motions that are lost, rather than motions that are adopted. Robert's Rules states, "If a motion is made and disposed of without being adopted, and is later allowed to come before the assembly after being made again by any member in essentially the same connection, the motion is said to be renewed" (RONR pg. 336, ll. 3-6).

So the only option is the motion to rescind or amend something previously adopted. The rule you seem to be quoting regarding the inability to rescind the motion because the parties have been made aware that the contract has been approved does not apply in this case. That provision (or something akin to it) applies in the case of actions related to membership in an organization or election to offices, but not other actions.

The one (of three) reasons that actions cannot be rescinded or amended that seems to me to apply is #2, which says, "when something has been done, as a result of the vote on the main motion, that is impossible to undo" (RONR pg. 308, ll. 20-21. If the contract has been signed, for instance, it may be impossible to "unsign it," and the desire to cancel the contract would need to be a different action - with different consequences.

On 8/19/2017 at 8:59 PM, DonB said:

No one spoke up and indictated that they had a problem with the new rules. Everyone assumed the new rules packaged passed.

On 8/21/2017 at 3:45 PM, Gary c Tesser said:

You sure?  It looks to me more like chaotic gibberish, and while I would agree that general consent is the most probable interpretation of what we can get from it, I'm by no means confident, and I'm pretty sure Don B isn't very confident either.  And I bet some of his other members.

It sure sounds to me as though however "chaotic" it might have been, no one objected in any way (as in, offered anything in the nature of a point of order). If that is the case, then any error was only procedural, and would have to have been raised immediately after the vote. 

Note that what my colleague says is not that the president votes to "break a tie," but that the president votes (or may vote) when his or her vote will "determine the outcome." Since a tie vote means that the question does not have a majority in favor and therefore is defeated, that would be the case on a motion requiring a majority vote for adoption either when the vote is a tie and the president wants the motion to pass, or when one more vote in the negative would create a tie, and the president wants the motion to be defeated. Same on two thirds or other voting thresholds, but with different numbers of votes (create two thirds in the affirmative, or deny two thirds in the affirmative, etc). 

2 hours ago, J. J. said:

If the "assembly" is the board in this case, it would.  If this is a committee is one of the board, the president would need the board's permission to add any one who is not a member of the board.

I wish RONR at this point said something more like, "the assembly, board or committee to which the committee being appointed belongs or reports." But as it doesn't, this is my interpretation of its meaning as well.

RONR states (beginning on page 174, at line 31):

NAMING MEMBERS TO A SPECIAL COMMITTEE. A standing or special committee may include, or even have as its chairman, one or more persons who are not members of the assembly or the society; but if the chair appoints the committee, the names of all such nonmembers being appointed must be submitted to the assembly for approval, unless the bylaws or the motion to appoint the committee specifically authorizes the presiding officer to appoint nonmembers.

It sounds to me as though you are asking whether or not (after the fact) it matters that the assembly didn't formally adopt the agenda, but rather just went about its work.

If that is the question, the answer is that it doesn't matter, and it doesn't affect the legitimacy of the actions taken.

There is another motion, called "postpone definitely" that is preferred over the motion to "table" in most cases (as described by my colleague above). One of its advantages is that it simply postpones the motion - in whatever state it currently exists (amended or not, etc.) - until some specific time later in the meeting (or in some cases, at a future meeting), or until something has happened (for example, until after a paper has been distributed and members have had time to read it). No new motion is required once that point in the meeting has arrived. The chair simply announces that it is now the pending motion.

The motion to postpone definitely is a low ranking motion (#5 out of 13). It requires a second, is debatable and amendable, and requires a majority vote.

An even lower ranking motion (#2) is the motion to "postpone indefinitely." It is the motion that, if adopted, actually "kills" an item's consideration for the remainder of the session (subject to reconsideration). It has the same other characteristics as the previous motion.

You should consider purchasing a copy of Robert's Rules of Order. If you are new to all this, Robert's Rules of Order in Brief is a good place to start - it is a brief volume that provides a good introduction to parliamentary procedure.  

On 8/18/2017 at 9:06 AM, Daniel H. Honemann said:

And "Daniel" is a bit presumptuous, I'm afraid.

 

Thank for this, Mr. Honemann. I have always appreciated the level of decorum that is practiced in this forum. It honors our profession. And I regret the extent to which this particular thread has not done so.

It is likewise too late to object to the form in which the matter was reconsidered. For any future use of this motion, however, I would also note that you may have skipped a step. If the motion to reconsider is adopted, all you have done is "re-open" the item reconsidered for further debate, amendment, or other action. You have not yet disposed of it. Robert's Rules states the proper form for the chair's declaration of an affirmative vote to reconsider as follows:

CHAIR: The ayes have it and the votes on the resolution and the amendment are reconsidered. The question is now on the amendment, which is ... [etc.]. 

Note that if the result of the vote on the motion to Reconsider is negative, it is the only vote taken. But if the motion to Reconsider is adopted, this is followed—after any debate—by the taking of the vote or votes that are consequently reconsidered (RONR pg. 332, ll. 18-26).
 

Yes, and I think that is what I said - or at least, it is what i intended to say. My point was only that a majority rules. The presiding officer can't just make a declaration that an executive session is ended.

Although to Mr. Honemann's example, I'm a bit unclear myself about what should happen if an executive session is explicitly for the purpose of dealing with a particular item of business. As he states, a motion to leave executive session while that matter is pending would require more than a majority vote. But what about if that item has been dealt with? Would it be proper to take up anything else? And if not, why would a motion to end the executive session be necessary? RONR really says very little about Executive Sessions - just the bits on pages 95-96, and 229-230, plus some provisions related to disciplinary proceedings.

No, it is considered an "abstention" by Robert's Rules. Any member who has the right to vote also has the right not to vote. And unless the organization's rules say otherwise, the vote count is based on those present and voting. A member who doesn't vote therefore isn't "counted" at all. It is as if they aren't there. So if 8 members are present but only 7 of them vote, a majority is four votes - whereas if all 8 had voted, a majority would have been five votes.

2 hours ago, Transpower said:

I continue to disagree with Daniel and Greg on this matter.  So:  it's up to the "client" to decide whom to follow.

Yes, I suppose that is right. A client may choose to agree with you, or may choose instead to agree with the other six parliamentarians who have weighed in at this point (one of whom, i would note, is a member of the RONR authorship team) who are all in agreement that you are wrong.

Transpower, sorry. But you're WRONG on this one. Period.

Nothing in Robert's Rules would preclude moving forward with a project authorized at some point in the past but not immediately undertaken. Your own rules or  something in the motion itself related to the project's schedule would need to be honored. But there is no parliamentary rules that applies. 

2 hours ago, Transpower said:

I'm assuming that "members" means "members of the assembly"--not "members of each individual committee."  "Members of the assembly" is less specific than "the president."

I believe you are missing the point of the interpretive principle. It isn't that the president is more specific than "members." Those are both equally specific methods for appointing committees - either the President names the committees, or the membership names the committees by vote. If the bylaws state it once in one of those ways, but then in another place state it the other way, they have a conflict in their bylaws that they need to resolve by an amendment.

But the initial question had "committees" (plural) in the first instance, and "committee" (singular) in the second, which led me to believe that the second instance was describing one specific committee, whereas the first instance was describing the general rule. If that is the case, I stand by my answer, and even if that is not the case, I don't agree that the interpretive principle should be applied to conclude that "president" is more specific than "members." 

Correct, except that leaving executive session isn't something that someone just "states." It requires an action of the body. It may, of course, be done by unanimous consent, but that is different than just "stating" it. If a majority of those present wish to remain in executive session, they have a right to do so.

My answer to this would be that if a parliamentarian is a member of the organization, then outside of meetings he or she has the same rights and responsibilities as any other member.

But if the parliamentarian is hired by the organization, then the people who hired  him or her (usually the Board of Directors) may - and in my experience generally does - determine the role of the parliamentarian outside of meetings. And generally, in my personal experience, those folks are eager for the parliamentarian to help members do things like write good motions, develop strategies for processing business, etc.

If the second quote is related to a specific committee, whereas the first quote is stating the general practice, then the interpretive guideline is that "a general statement or rule is always of less authority than a specific statement or rule and yields to it." These "principles of interpretation" are contained in Robert's Rules beginning on page 588. The first principle, however, is that "each society decides for itself the meaning of its bylaws." So ultimately, it is up to your organization to make that determination.

But the idea is that it is as though when a general rule is stated there is an implied phrase with it that says, "unless stated otherwise in a spefic circumstance . . ."

Is there more to the provision than what you quoted? Your opening statement says that these Directors may "attend," but not "vote." The provision you provided says nothing about that - so until we hear a further description of what a "Director Exempt" is and means, I'm not sure we can say more. Rules can certainly be written in a way that requires no action (and vote) on the part of an assembly in order to become effective, so I concur with my colleague that the Director's determination can simply be recorded in the minutes, on the basis of what you have provided so far - although, as you noted at the start, that is a matter of the interpretation of your bylaws. 

The minutes are the record of the meeting, but unless a legal opinion resulted in some action, it would not necessarily be recorded in the minutes, despite the fact that you say other such opinions were.

Regardless, I'm not sure what relevance such an opinion would have. The question is, what do your bylaws say about the creation of a Board (it must be authorized in your bylaws, according to Robert's Rules)? It sounds as though the 2016 meeting attempted to create three classes of members, one or two of whom would be elected each year, for terms of three years, in which case electing two individuals for a new three year term (replacing two members who were given an initial term of one year in order to create the "rotation," would be entirely appropriate. But again, it depends on what your bylaws say, and what the minutes of the meeting say.

Adoption of a motion requires a majority in the affirmative. Since a 1 to 1 vote does not meet that standard, a motion on which the vote is 1 in favor and 1 against is lost.

Nothing in Robert's Rules prohibits it. So if there is nothing in the bylaws or other rules of your organization, then yes.

Actually, the question then before the assembly is, "shall the ruling of the chair be sustained" - which means that those who are in favor of allowing proxies would speak against the motion, and those who are opposed to allowing proxies would speak in favor of the motion - since that is what the chair ruled.

That said, the motion that actually comes before the assembly is whatever the chair states as the motion. So just make sure you ask for clarity if you or anyone is confused.

You are correct that only the chair is allowed to speak twice in that debate (once at the beginning, and again at the end), and that if the chair allows someone to speak twice, a point of order may be raised.