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Greg Goodwiller, PRP

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Everything posted by Greg Goodwiller, PRP

  1. I have been asked to post the suggested special rules for Zoom meetings referred to above. I am attached two files. The rules themselves are in Word format for easy editing to suit your needs. The second document is an accompanying set of "suggestions" for holding those meetings effectively. Greg Suggestions for Successful Zoom Meetings.pdf Simplified Special Rules for Zoom Meetings.docx
  2. Concurring with my colleague, if your bylaws do not require ballot votes, I strongly recommend that special rules of order adopted for your electronic meetings specifically prohibit them.
  3. There may be voting options in the platform you are using for the meeting - although these may not be true "secret" ballots, as often the meeting hosts can access reports that show voting connected to login information. There are also third-party options. They aren't free, and the cost is relative to your organization's size and the number of votes taken. A quick search with a search engine will turn up numerous results. Without expressing any opinion or endorsement, see for example, "electionbuddy.com"
  4. True, but in the section of RONR on bylaws (and specifically, the article on members), it says, Unless the financial obligations of members are especially complicated, a section of this article should also state: (3) the required fees and dues, the date(s) when payable (whether annually, semiannually, quarterly, etc.), the time and prescribed procedure for notifying members if they become delinquent in payment, and the date thereafter on which a member will be dropped for nonpayment of dues. Before a member in arrears has been finally dropped under such a provision, his voting rights cannot be suspended unless the bylaws so provide. (See also 1:13n3, 32:8, 45:1, 47:39, 56:61(3).) Members cannot be assessed any additional payment aside from their dues unless it is provided for in the bylaws. If the necessary provisions relating to the financial obligations of members to the society are too complex to be included in this article, such provisions can be set out in a separate article immediately following. RONR (12th ed.) 56:19. So while RONR doesn't "require" good financial standing, or define it, it recommends that the society do so in its bylaws, and it gives specific guidance about what should be included.
  5. Or, once the pandemic is under control and you can safely meet in person again, you can re-take the actions legally, and ratify any actions of officers/staff or others resulting from those actions (RONR (12th ed.), 10:52-55).
  6. So yes, as my colleagues have noted, electronic meetings must first be authorized in your bylaws. and then you need to adopt special rules of order - either for a specific meeting or generally - and those rules need to address the items you have raised questions about. If you click on my picture, you should be able to send me a message. If you give me an email address, i would be glad to send you the current set I am using for Zoom meetings of assemblies. But to answer a few of your specific questions, yes, the participant list can and in my opinion should be used by all. For one thing, it is where the blue "virtual hand" feature is lodged. Yes, all can have their webcams on, and by their choice, they can either be in "gallery view" where they can see all the webcams (even hundreds of them - but over a series of screens full), or in "speaker view," where they only see the current speaker's webcam, or it is at least larger than the others. Zoom meetings, if held properly, can be both efficient and effective.
  7. As would I, and that is not what I meant to suggest. I would consider a legitimate "Request for Information" to be among the motions offered by a member of the assembly. What I was attempting to convey is that by maintaining some formality, questions are likely to be curtailed. And in my first sentence about "presiding skills," it think a good presider could tactfully suggest that further questions be addressed in some other way and/or suggest a motion that might allow the assembly to move forward. If there are any strings in the forum about moving the previous question when there is no pending question, I would be very interested to review them. I concur that this is a common and challenging problem in meetings.
  8. In my opinion, this falls under the category of "presiding skills." If a presiding officer simply allows the Treasurer to engage in an open and informal "discussion" with members, then the presider has lost his or her legitimate control of the meeting. While the Treasurer, upon completion of his or her presentation, may offer to answer questions (which is common, in my experience), the presiding officer is still responsible for recognizing those who seek recognition to ask questions, and for calling on the Treasurer to answer them. Presiding officers have, among their duties, the responsibility "to expedite business in every way compatible with the rights of members" (RONR 12th Ed. 47:7(7)). The presiding officer therefore has the right (and responsibility) to simply move on to the next item on the agenda whenever he or she determines it is expeditious to do, so unless anyone offers a motion of some sort.
  9. So, back to the question as posed - which is whether it is the board or the membership itself that must take some action. And I still believe that the answer will be found in the bylaws section that defines the authority of the board.
  10. I find this question intriguing. In the first place, the object of a society can be contained in its corporate charter, constitution, or bylaws (cf. RONR 12th Ed. 10:26). How the object could be amended, as Mr. Huynh suggests, might vary depending on where the object is found - and based not only on the documents themselves, but on state law, which is outside the scope of this forum. RONR 10:26 (1) states that a main motion is not in order if it conflicts with the corporate charter, constitution, or bylaws. But then 10:26 (2) says that a motion "that proposes action outside the scope of the organization's object as defined in [its governing documents] is not in order unless the assembly by a two-thirds vote authorizes its introduction. . ." The proposed action isn't to do something outside the organization's object. It is, under the current circumstances in which we all find ourselves, simply a motion to not fulfill the organization's object (presumably, until it is safe to do so). I think the answer to the direct question asked may lie in the wording of the organization's bylaws about the powers and authority of its board. So can you give us more about that?
  11. So, has the meeting happened at this point, and is this an academic exercise, or is there a real question about whether or not this meeting which is apparently styled as a special meeting can occur as an adjourned meeting?
  12. Assuming your bylaws have no guidance, but simply say something to the effect that electronic meetings are authorized, the next consideration is whether this member can fully participate in the meeting, and exercise all of the basic rights of membership - including the right to speak in debate (which involves being able to seek recognition) the right to make motions, and the right to vote. Also, if members in the Zoom meeting on computers are viewing content (such as a powerpoint presentation), does this member have access to that content. In electronic meetings, we often use the technology's features like polls, and screen shares that could keep this member from exercising basic membership rights. On the other hand, in Zoom, as one example, the "raise hand" feature is available even to those on a traditional phone call, by pressing "*9" on the phone's keypad. If that feature is used exclusively for seeking recognition and for voting/objecting, and if you handle the issue of any shared content, then someone on a phone can generally fully participate in a Zoom meeting. These matters should be spelled out in Special Rules of Order that are adopted for the meeting.
  13. Well, the RONR term is "falls to the ground." And yes, that is what happens, assuming they did not fix the time to which to adjourn so that the meeting could be continued.
  14. I would add that the action you mention (the election of someone who is "constitutionally ineligible" is specifically mentioned in RONR as an instance of a "continuing breach" - which means a decision for which a "point of order" can be raised at any time while the breach continues to exist (in this case, during the term of office, until or unless whatever made the person ineligible no longer exists). Here are the references from the 12th Ed: "23:6 The only exceptions to the requirement that a point of order must be made promptly at the time of the breach arise in connection with breaches that are of a continuing nature, whereby the action taken in violation of the rules is null and void. In such cases, a point of order can be made at any time during the continuance of the breach—that is, at any time that the action has continuing force and effect—regardless of how much time has elapsed. Instances of this kind occur when: a) a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly . . ." "46:49 Otherwise, an election may be contested only by raising a point of order. The general rule is that such a point of order must be timely, as described in 23:5. If an election is disputed on the ground that a quorum was not present, the provisions in the last sentence of 40:12 apply. Other exceptions to the general timeliness requirement are those that come within the five categories listed in 23:6, in which cases a point of order can be made at any time during the continuance in office of the individual declared elected. For example: a) If an individual does not meet the qualifications for the post established in the bylaws, his or her election is tantamount to adoption of a main motion that conflicts with the bylaws."
  15. Go to www.parliamentarians.org, and click on “learn more.” This is the website of the National Association of Parliamentarians. In addition to the membership exam discussed above, there are two levels of credentialing - Registered Parliamentarian (RP), and Professional Registered Parliamentarian (PRP). The website explains it all, and everything other than the initial PRP process can be done online.
  16. To elaborate further on my colleague's comment, RONR (12th ed) 2:8, in discussing the former practice of dividing an organization's rules into separate "constitution" and "bylaws" documents, then states, "The term bylaws, as used in this book, refers to this single, combination-type instrument—by whatever name the particular organization may describe it—which . . ." and it then goes on to describe the content of those rules - including that they define "the primary characteristics of the organization—in such a way that the bylaws serve as the fundamental instrument establishing an unincorporated society, or conform to the corporate charter if there is one," and that they prescribe "how the society functions; and include(s) all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension under specified conditions, or clauses in the nature of rules of order as described in 2:14; see also 25:7–13 and 56:50–56)." So, by "whatever name the particular organization may describe it," those rules are its bylaws.
  17. Yep. 10:05 am Central Time this morning, when he first held up the 11th and declared it "retired," and then held up the 12th and declared it "in full force and effect." High drama in our little world. The only thing missing was a procession with a mace! As it happens, I actually wrote a parliamentary opinion yesterday based in the 11th Edition. And as he said those words, it occurred to me that if I hadn't managed to crank it out yesterday, I would have to have done some re-writing :).
  18. So, in answer to your direct question, no entity's policies would take precedence over another organization's bylaws. We had a similar situation in my primary organization of employment. We held a required called meeting outdoors, and the notice stated that while members had a right to attend, the sole purpose of the meeting was to consider a bylaw amendment authorizing electronic meetings, and we would ensure that a quorum would be present. we met in an open space with plenty of room around us, masked, and adopted the amendment. The organization then held a substantive meeting electronically and all was well.
  19. No. the only way for a recommendation to be acted upon by a board or assembly is for someone to move that the recommendation be adopted. Generally, that is assumed to be whoever makes the report of the committee or entity making the recommendation (the chair, or another member of the committee - see RONR pg. 513, ll. 16-17) . But if in the scenario you have outlined, there isn't anyone present who is a member of that entity, some member of Board itself would need to make the motion.
  20. I think that depends on the technology being employed. And if there is a limit (such as "fifteen seconds"), it needs to be specified in the rules for the meeting. Typically, if it is a technology that is "live" in the meeting, and there is no open voting period specified, the presiding officer, after a reasonable period, says, "have all voted who wish to do so," and then if no one seeks recognition or indicates otherwise, declares that the vote is closed.
  21. But pay close attention to my colleague's assumptions: all members are present, and all choose to vote. If only three vote in favor, but only one against, it has a two-thirds vote, but not a majority of the entire membership.
  22. The Robert's Rules standard is that a vote of the majority of those present and voting is required for a motion to be adopted. If the vote was 2 in favor and 2 against, a majority did not approve the motion, and it failed to be adopted.
  23. Assuming your rules simply say "a majority vote," then yes. A majority vote, unless qualified somehow in your rules means "of those present and voting." So even if only two voted yes, and one voted no, it would be a majority vote. And as long a quorum was present, the vote would be valid.
  24. If the motion was disposed of (either approved or disapproved), someone who voted on the prevailing side (for the motion if it was adopted, against the motion if it was defeated), may move to reconsider. The motion must be seconded and requires a majority vote to "re-open" debate on the motion. And there are other characteristics of the motion - including that in some cases it may be made at one time in the meeting, and taken up at another time. The motion's characteristics are Section 37 in RONR, beginning on page 315. If the necessary requirements are not met, it may be moved to Rescind or Amend Something Previously Adopted, assuming the motion was, in fact, adopted. That is Section 35 in RONR, beginning on page 315. It has a higher voting requirement, but be made by a member regardless of how they voted. If the motion was defeated, unless a motion to Reconsider is adopted, it cannot be taken up again at the same session.
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