Greg Goodwiller, PRP

4 hours ago, jstackpo said:

I take it that nobody raised a pint of order during any of the improper executive sessions. 

So perhaps, just raise a pint and go on with life!

The name of the mover of the motion should be recorded. The name of the person who seconds the motion should not be recorded (since seconders do not need to be recognized).

I don't see anything out of line in this, assuming that the mover of the motion desires that it be withdrawn and a majority wishes to do so. But I'm not sure why it is any more efficient to do it that way instead of simply voting the amendment down and moving on.

8 minutes ago, Joshua Katz said:

I would guess the question could be paraphrased as "can they appoint, or do they need to hold an election?"

And my answer to that is that based on what we have seen, they can simply adopt a motion “that [name] be appointed to fill the vacancy in the office of Secretary.”

RONR p. 467, l. 23 - p. 468, l. 8 states:

Vacancies 

The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. . .  

Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise.

If you have further questions, feel free to submit them.

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.

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.

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.

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

The latter.

Minutes, per Robert’s Rules, should be a record of what was done, not what was said.

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.

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.

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. 

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.

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

I concur with my colleague.

1 hour ago, Josh Martin said:

Agreed, and I would suggest that even if the bylaws authorize the Executive Board to conduct business by e-mail, such exchanges are not really “meetings” in the parliamentary sense.

“A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also pp. 97–99).” (RONR, 11th ed., pg. 1, footnote)

“It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting. Therefore, a group that attempts to conduct the deliberative process in writing (such as by postal mail, e-mail, "chat rooms," or fax)—which is not recommended—does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law.” (RONR, 11th ed., pg. 98)

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.

9 hours ago, J. J. said:

I would have to agree with this position, but would note that in an individual case, the rules could be suspended to permit it. 

And I think this is the best advice to give swagaman.

11 hours ago, Guest Who's Coming to Dinner said:

Page 53 (RONR 11th ed.) says that the chair "has the same voting right as any other member." [emphasis original] Then it says that chair does not exercise that right except when the vote is secret or her vote could affect the outcome. It is difficult to tell if this use of the present tense is prescriptive or merely descriptive of what a good chair should do.

Page 405 (ibid.) uses permissive language to say that the chair "can vote as any other member when the vote is by ballot" and "can (but is not obliged to) vote whenever his vote will affect the result...." If there is a rule that the chair may not vote otherwise, why does the text not say so?

I think the answer to this point is interpretive rule #4 (pg. 589).

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.

Since that would be an exception to the rule in your parliamentary authority (assuming RONR is your adopted authority), it would require the adoption of a special rule of order. 

The way this would generally be stated is more like, "by majority vote at a meeting at which a quorum is present."

"Majority of a quorum" is not RONR language, and therefore, your organization will have to determine how to interpret the line. There are obviously several options. One is to treat it an an in-artfully stated version of what is in RONR. In that case, as long as a quorum is present at the meeting (in person or by proxy, per your bylaws), a majority of those present and voting is required.

The other main option, it seems to me, is that is an in-artfully stated way to say "a majority of all those present at a meeting" (again, either in person or by proxy).

The difference in the two interpretations is the effect of abstaining. In the first case, abstaining doesn't affect the vote - because only those who vote are counted; whereas in the second interpretation, abstaining has the same effect as voting no.

I suppose it could also be interpreted to mean an actual static number (a majority of the minimum quorum - which would be 66 - majority of 260 is 131, and majority vote of 131 is 66). But that doesn't make any sense, because if 200 people vote, there could be more negative votes cast than positive, and the threshold could still be met.

I would recommend that you consider amending your bylaws so that they state clearly what the organization wants to be the case.

I'm having trouble getting my head around a scenario that meets your criteria of a "chair" who is a "non-member."

RONR provides for a professional parliamentarian who is not a member of a society being invited to preside at a meeting, in which case that individual clearly is not a member of the society, and therefore does not have a vote, since voting is right of membership. And RONR pg. 488, ll. 18-20 states that in small boards, "if the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions." The implication is that if the chair is not a member, he does not have that right - under any circumstances.

On the other hand, RONR provides for non-members being appointed to committees. By their appointment, such individuals are member of that committee, regardless of the fact that they are not members of the society to which the committee reports and is accountable. In that scenario, a non-member of the society could still be a member of a subordinate unit of that society and, if chair, could vote - although I would note that committee chairs have voting rights under the provision stated above under the provisions for small boards; that is, they can always vote, and not just on occasions when their vote affects the result.

RONR  pg. 421 ll. 1-8 states: "The roll is called in alphabetical order except that the presiding officer's name is called last, and only when his vote will affect the result. It is too late, after one person has answered to the roll call, to renew the debate. Each member, as his name is called, responds in the affirmative or negative as shown above. If he does not wish to vote, he answers present (or abstain). If he is not ready to vote, but wishes to be called on again after the roll has been completely called, he answers pass."

I believe the intent of this statement is to require the secretary to come back to a person who has elected to "pass" on the first round, as opposed to voting "present" or "abstain."