Greg Goodwiller, PRP

There are several important points in Robert's Rules about electronic meetings. They are contained on pages 97 through 99 of the 11th Edition of RONR.

The first point is that such meetings must be authorized in an organization's bylaws.

The second is that to meet RONR's standard of what constitutes a "meeting," the technology must, at a minimum, allow "simultaneous aural communication among all participating members . . ." (RONR pg. 98, ll. 25-26).

Third is that the bylaws should be specific about which entities may meet electronically (The full assembly? The board? Any committee?). 

Next, there should be a statement about whether such participation is a "right," or whether "the body may choose to allow or disallow such participation" (RONR pg. 98 ln. 34 - pg. 99, ln. 1). 

Finally, there are some additional miscellaneous rules that should be considered - about meeting notices, etc., and perhaps including rules related to specific technologies and, for instance, how a member participating electronically may "seek recognition," question the presence of a quorum, etc.

So then, wording to simply begin allowing electronic meetings (or participation of one or two members electronically) might say something like, "[name of organization] and any of its boards or committees may meet electronically with the permission of the President or the entity's chairman, provided the technology used allows all members to hear each other simultaneously. Each entity may develop its own rules for how members meeting electronically may seek recognition, vote, and exercise other rights." 

But you may find that over time, more specificity and/or details are necessary.

"Executive Session" is actually the the way Robert's Rules discusses the latter of your two uses. So my recommendation would be that you consider changing the first use to something like "officer planning session" or similar, to distinguish it from business meetings. Your proposal could have the effect of leaving confusion between your governing documents and Robert's Rules (which I am assuming is your parliamentary authority).

Do your bylaws specifically authorize proxy voting? If so, then if I am correctly interpreting your facts, the member may have a valid complaint - although a challenge to the announced result has time limitations. 

First of all, I think the wording "voting members present" is open to some interpretation - and frankly, I would recommend changing it. RONR's default understanding would be "members present and voting;" in which case the majority changes depending on how many abstain. 

But, assuming your interpretation that if 16 "voting members" (meaning, I guess, members who are allowed to vote, whether or not they choose to do so), then yes, in your scenario the chair could vote to create a majority. The beginning of the section you quote states that "the presiding officer, if a member of the assembly, can (but is not obliged to) vote whenever his vote will affect the result" (RONR p. 405, ll. 21-23).

So, let's say you have a motion pending, an amendment to that motion pending, and an amendment to the amendment pending. Is that what you mean?

In that case, no, you cannot just take one vote, because a vote on each in succession determines what you are then voting on. What you can do is move the previous question on all pending questions. If seconded and adopted by a two thirds vote, that ends debate on all three motions, and so then you simply take the three necessary votes in order without any further debate - first on the secondary amendment, then on the primary amendment (either as it was moved, or as it was amended by the first vote), then on the main motion (either as it was moved or as it was amended by the second vote).

If that is not the kind of scenario you are talking about, then please say more.

No. Implicit in any member's right to vote is the right to not vote. So even in a case where the presiding officer may vote, he or she is not required to do so.

Also, many states have adopted a "Non-Profit Act" that establishes minimum notice, quorums, etc. for organizations whose bylaws are silent. You can usually access your state's code from its Secretary of State's website.

We may need more information, but it sounds as though the second motion is proposing a different course of action. Such a proposal is called a "substitute motion," and it is a form of amendment. It can be debated and/or amended while the main motion is still pending, and then the body votes on the question, "shall the substitute motion become the main motion?"

Your second post is about "unanimous consent," and does not seem to me to be relevant.

There is nothing in RONR that prohibits such language, and I personally think it can be helpful for bylaws to give guidance in some cases rather than rules.

First of all, I am assuming that when you say "members" in your second and third paragraphs, you mean members of the board of directors, and not simply members of the organization - since only members of the board appear to be authorized by your bylaws to request a special or called meeting.

The RONR provision on those meetings is covered on pages 91-92 of RONR 11th Ed. The only "time frame" mentioned there is the required time for notice of the meeting to the members. It is simply a requirement of the president to follow the organization's rules and call the meeting. If the president does not do so, then the other board members should remind the president of the requirement, and hope that he or she moves forward with the meeting. Ultimately, RONR also includes a process for the removal from office of elected officers who are unwilling to fulfill their responsibilities.

Yes, that's what a "secondary amendment" does - it proposes an amendment to a pending primary amendment.

Thanks. Glad to know I'm not out in left field on that one!

I actually don't think FAQ #16 fully answers the question being asked, nor do I find a plain answer in RONR itself. While RONR is clear that when previously adopted minutes are corrected at a later meeting, the content of what is corrected is to be included in the minutes of the meeting at which the correction is made (in the form of a motion to amend something previously adopted), it doesn't seem to me to say how (or if) that amendment should be written back in the minutes to which the correction was made.

If there is no change made to the previously adopted minutes, then I fail to see how the body effectively amended them, since if I go back and read them years later, there would be no way for me to know that what I was reading was corrected at some future time (unless of course I read all of the organization's minutes).

At the very least, I think a footnote should be added to the corrected minutes either where the word "Approved" is written, or at the point in the minutes where the correction was later adopted.

But I concede that RONR doesn't state that anywhere that I can find.

While concurring with my colleagues, I would also ask if perhaps you are referring to a "unanimous consent" vote, which is often a quick and simple way to move efficiently through business that is not controversial? In that case, you don't ask for either ayes or noes. The chair simply says, "the question is on ___________________. Is there any objection?" The chair pauses briefly and looks across the room to be sure no one is seeking to be recognized or indicating any objection, then says, "there being no objection, it is so ordered." 

If there is any objection, then the chair shifts to a voice vote, asking for by the ayes and the noes before making a declaration.

And when this method is used, the minutes should read, "the motion to ______________ was adopted by unanimous consent." 

Additionally, depending on the type of organization, there may be applicable state law. Many states have adopted a non-profit corporation act, and one of the provisions of this act may be a meeting quorum in cases where the organization's bylaws do not stipulate one. State law "trumps" Robert's Rules. You might need to check with an attorney.

Can you give the entire quote, just to be sure? If it is as you say, and nothing else, then no. But there are several variations that would change it, such as: "a majority vote of the shareholders," a majority of shareholders voting," "the shareholders present share constitute the shareholders for the purpose of admitting new shareholders," or whatever.

Agreed on all counts.

First of all, your bylaws, or for that matter your state's code, may define "minimum meeting notice." If not, then what Roberts says is that meeting notices must be "reasonable." That is a judgment call, and as the presiding officer, you are the initial "judge," and make a ruling. If the body disagrees, it can appeal from your ruling and overturn it.

The rule on notice time exists for the benefit of members who may choose not to attend. Is 48 hours enough time for them to adjust their plans if the matter is important to them? Quite possibly not. A usual kind of rule is generally more like ten days or two weeks.

Also, it clearly was not in the call to the meeting, which is distributed by the leadership. Sending it to the leadership, or even the entire membership, doesn't make it part of the call.

And another matter may be whether or not the motion is in order at all. You say its adoption would alter the meeting. But is it germane to the business under consideration? If not, it may not be in order at this special meeting since it wasn't included in the call to meeting. Again, that is your ruling to make.

As stated above, RONR doesn't use the term "execute," but assuming a resignation's "execution" is the same thing as its "effectiveness," people resign with future "effective" dates all the time (as in, "I am resigning as CEO of this company effective June 1st"). And RONR states "the duties of a position must not be abandoned until a resignation has been accepted and becomes effective" (RONR pg. 291, ll. 10-11, emphasis added). I see no limitation in that statement that requires the the "acceptance" and the "effectiveness" to be simultaneous. So if the board accepts the effective date, then that is when the resignation becomes effective. 

44 minutes ago, George Mervosh said:

The board  has complete discretion in this matter.  It can adopt a motion to go into executive session, which imposes a level of secrecy to the proceedings and it can, then, decide which non-members it wishes to have remain in the meeting.

I believe the motion to go into executive session could also include a list of those invited to remain; that is, this sounds as though an assembly can only consider that question once they're in executive session.

I concur with my colleagues. To directly answer your question, yes. Your bylaws can simply refer to the "constituent groups" as a class, without naming the group's members. It just needs to clearly state who determines the membership of that group, whether it is the bull governance Board, or some body to which the authority is delegated.

This would be very difficult to compose generically, since every organization is different. We have such a checklist for the semiannual meetings of the organization I serve as my primary employment. It includes things like the gavel and moderator's cross (it's a Presbyterian Church entity), name badges for members, blank ballots for any ordered ballot vote that might occur, check in lists for credentialing, and on and on. But I think you just have to develop such a list based on an organization and its needs/traditions.

Nothing in Robert's Rules precludes a resignation via email, or requires a resignation to be offered in a "written letter" and/or presented in person.

44 minutes ago, Guest Parish Guest said:

So then as I understand your response, discussing the qualifications of the candidates is appropriate as a "debate" of the nominations, as well as it being most appropriate for them to remain as part of the debate/discussion thereof.  Correct?

Correct.

Having re-read your line about the change at the previous meeting, I concur with Kim. Any time from 0 to 5 would be within the scope, but not greater than five.