Nathan Zook

We've used Zoom for our caucuses. It broke down pretty badly with about forty members, and we did nothing but elections. The biggest problem was getting all of the members actually in the meeting. Problems with installing software (despite prior assurances it was working). Problems getting the link to the meeting. Problems identifying members to the meeting. Problems with dropped connections. Problems with forty people trying to speak at once. Problems with background noise. That was after a series of training and testing sessions, one of which had >70% of the members in it. And oh, yeah. You have to trust that the Zoom polling function has not been compromised, that your computer has not been compromised, and that the two-person connections were being faithfully reported. I had to actually raise a point of order against my own election because the chair misinterpreted the effects of the reported two-person connections. I shudder to think about how our state convention is going to go.

Gentlemen, we have a table! RONR (11th ed), pg 209, ll 26-30 "The motion to Lay Upon the Table permits the assembly to lay the pending question aside temporarily ... when something else needs to be addressed before consideration of the pending question." Or...am I missing something?

I was thinking about his own trial...for abusing his role of chairing meetings. Slightly more seriously, many people fail to understand that the chair of a meeting gives up certain rights while gaining others. The chair is the facilitator of the meeting, he does not "run" it. In other than a small board, the chair is not to present regular motions, speak in debate (generally), or engage in behavior prejudicial to a vote. Sadly, is it entirely possible for a person to be an excellent president of a society generally, while failing spectacularly as a chairman. I've occasionally wondered about the feasibility of having separate roles for meetings chairman and president.

Hmm... "The rights and privileges conferred in this Section shall be subject to the right, and where applicable, the obligation, of the Association acting through the Board to promulgate rules and regulations relating to the use, operation and maintenance of the Common Property". I'm wondering about the phrase, "the Association acting through the Board". Does this imply that the assembly retains the right to instruct the board? Could it not mean that the the Association elects the Board, and that thenceforth, the actions of the Board are the actions of the Assembly? I'm not happy with the ambiguity here.

I really have a problem with the idea that an amendment to change the dollar amount is not germane. To take that position seems tantamount to saying that the body is limited to an up-or-down vote, which it clearly is not. As for changing the target of the donation with no earlier discussion, this feels impolitic. I agree with the prior response that this amendment is technically in order. However, such a ruling might well raise the ire of some of the members. Since any member has the right to challenge the ruling, and the chair has a duty to maintain the appearance, as well as the fact, of impartiality, I think you would be well advised to immediately turn the question of germaneness over to the body. And I found sample language in RONR (11th ed) exactly on the pages specified.

Setting aside questions of cognoscence, I second the motion. While the society certainly as the right to adopt bylaws setting their annual meeting to a specific day, this is disharmonious with the other section. In fact, in 2020, The second Tuesday in April overlaps a major holiday in Judaism. (Also 2023, 2028, 2031, ...) We know that defaults get used inappropriately. If a society wants to make an exception regarding their right to set the date of their annual meetings, okay, but let us not recommend bylaws that reduce the flexibility to deal with difficulties such as obtaining a venue, or working around matters which are not fixed on the calendar in question.

As I understand op, there are two issues. 1) Providing for secret voting when some members are not physically present. 2) Providing for the "unsealing" of a ballot vote in the event that a director demands a recorded dissent. As worded, the physically absent members are "on the phone". If this is meant in the sense of something other than a smart phone, then this is logistically unworkable in the context of a continuous meeting. Time will be needed for some sort of physical ballot to be transmitted. In theory, electronic voting could permit secret ballots. Maybe. As a mathematician working as a programmer for twenty years with an interest in this, I don't see how. The problem is that you must be able to verify the reported vote count. Naively, the problem is that it's really hard to add unknown quantities. It is also nigh-impossible to trust that the vote that the voter selected was the one that actually went from their devise to the central counting system, and that the central counting system properly accepted the vote, or that it properly added the votes. (Unanimous votes can be verified, but that is less interesting.) --- It seems to me that a simple mechanic can permit "unsealing" as long as all of the voting members remain present. a) We provide an excess of ballots. b) We number the ballots consecutively, on the side opposite from the voting. c) Each member comes forward to select their ballot, they do so from the pool of available ballots. The ballots are presented number-side down, so no one can see what number is drawn. They also receive an envelope. d) A member then votes, and remembers the number of their ballot. The ballot is returned in the envelope. If a member wishes to record dissent, they announce their number, and their dissent is verified. If any other member claims that this is their number, the vote is spoiled and the entire process is repeated. If the number is one of the unvoted ballots, the member is in error, and their dissent is not recorded. Alternatively, the ballots are numbered twice, and the members keep a copy of the number, and produce this copy to record their dissent.

My question to your attorney would be, "Is RONR considered one of the governing documents of the nonprofit corporation?" I expect the answer to be "yes". In that case, the default quorum is a majority of actual members--until you hit the statutory floor of 1/3 of the total number of directors. Note also if the bylaws state "up to X" directors, that would seem to be very different for this purpose than "X" directors. I would also be REALLY curious to know if abstaining is considered "refusal to vote".

With no disrespect for any members of the bar in this forum, many of us have had to deal with this general problem: lawyers are the worst when it comes to parliamentary law. The problem is that parliamentary law is a very distinct body of law from the body of law that lawyers normally spend their time on--and they do not know this. What is more, they have the confidence in the profession when they expound on their ignorance. Of course, this is not true of all lawyers, and a lawyer that decided to pursue his PRP would likely have a significant leg up. ==== But there is no such thing as "substantial compliance" in RONR. A fact that opposing counsel would doubtless exploit should a court case arise.

I am not a fan of adoption a motion to adjourn at a fixed time. For my best example, I give you my most recent state convention: Convention adopts agenda with 5:00 sine die. Business of the convention is to elect delegates and alternates to the national convention, nominate electors, amend rules, and adopt a platform. Convention gets a slow start. Elections in the caucuses run long. Elections for at-large delegates and alternates run long. How long? It's almost 5. Chairman announces we are approaching the time, requests a motion to extend 10 minutes. Passes. Finish elections, @ approximately 5:08. Chairman requests motion to extend 10 minutes. Debate on platform starts. @ approximately 5:12, a member has a heart attack. Convention is in disarray, medics are in room at 5:19. It is highly questionable if the motion to extend was made prior to 5:20. Yes, these things really do happen. Members really do have heart attacks minutes or moments before your started end time. Please don't set the time of adjournment until after the meat of the business of the assembly has passed.

"You can tell the history of a church by reading its bylaws". 2/3 is a high bar, but I'm going to bet the organization has a history of premature debating.

It is actually fairly common in a political context to have motions that require more than two people to be considered. The national Republican convention requires six (or seven?) states to bring a nomination to the floor. I have often seen provisions for minority reports from committees require one fifth of members. As a special case, the US constitution provides for a threshold in Congress for demanding a roll call vote. Likewise, I have seen thresholds for demanding roll calls in political conventions.

Even if, for some incredible reason (and please do read my prior post) you really, really do want to forbid amendments, it is actual fairly difficult to do so. If you adopt a special rule of order, a 2/3rds vote can suspend the rule. If you have a bylaws provision, that provision is in the nature of a special rule--so it therefore can be suspended by a 2/3rds vote. If you have another bylaws provision that the first cannot be suspended, the second may be suspended because it is in the nature of a special rule. After this, the first can be suspended. You need a recursive provision. Okay, so amendments are not allowed. Did the motion come from a committee? The motion can be recommitted with instructions. And after the recommit, the committee can be discharged. What is the situation at that point, if there is a provision against amending? Yeah, it's a bad idea, and it's not easy, either.

You want an example of why a rule to forbid amendments is a bad idea? I give you my second state convention: Texas State Republican Convention 1996, (National). First, in presidential election years, the Texas Republican Party conducts two conventions back-to-back. The first is under state rules, and deals with matters affecting only Texas. The second is under national rules, and elects the delegate and alternates to the national convention, electors, and national committee man and committee woman. Over a period of twenty years, the selection process for the delegates was shifted from being in the hands of the state chairman and the campaigns to the hands of the convention. This was a highly charged fight, and 1992 was the start of the changes. The rules for the national convention are the rules adopted at the convention in a prior year. Any change in the rules after certain deadlines violates national rules. In theory, the national convention may refuse to seat the delegation if the rules in force at the time of the deadlines are violated. The rule adopted in 1992 (or 94?) was that the nominations committee would submit a list of delegates and alternates for the at-large positions, which were roughly 25% of the total strength, and that the convention could not amend the list. The wording was odd, it would take some work for me to dig it up. There were those that wanted to apply the rules adopted that year, and dare the national convention to refuse to seat the affected delegates. A PRP activist who very much wanted the convention to control the selection argued that if the convention could not amend the list, then they could divide the question and reject individual delegates--or certainly recommit with instructions. On the other side, there was a claim that the parliamentarian of the RNC had stated that the convention was required to approve the list submitted by the committee. What ensued on the floor was generally described in the media as a riot. I've been in riots. There was no physical violence, and no threats of violence. But the displeasure of the convention was made known as the chairman completely lost control of the convention. The stunts that were employed in an attempt to quell the convention and force the list through resulted in offenses being taken that have not been set aside until this day. So yeah. Don't forbid amendments. Please.

Oh sure. It's all public here.

When your state convention is fed by some three hundred county and district conventions, you expect a few bad cases every biennium. While I never had the privilege to serve on the credentials committee at that level, I did occasionally observe. The common pattern is that in some small county, they conduct their conventions with little or no concern for the rules. The county chairman does most of the work, day in and day out, and they and a few friends go to state every year. Then one year, a group of newcomers gets excited about the process, and tries to get involved. Often, they get abused and steam rolled without any idea what happened. But they complain and start asking around. Often, they don't get answers in time to actually appeal to the state convention. But when they do, the credentials committee's minimal response is generally to bar the chairman and officers of the convention from the state convention. If the new group is trained, they will raise points of order at the convention, and announce a rump convention at the end. This rump convention almost always prevails at the state convention--and the people who thought they were delegates just wasted $500 each. General Roberts talked about the fundamental duty of the majority to hear the minority out, and then for the minority to cheerfully support the majority's decision until they can reverse it. The point is that properly followed parliamentary procedure allows for an organization to peacefully move towards its goals. Without it, divisions fester and threaten the very existence of the organization. With regard to the above, occassionally entire county parties go out of existence for a time because of anger over abuses.

What, take all the fun out by bringing up specifics? The primary need of the organization would appear to be clarity regarding the actual situation. To that end, I suggest the following course: 1) Make notice that you believe that the motion seven years ago to reaffirm was out of order, per RONR, 11th Ed. Make further notice that if this point of order is sustained, that you will bring a motion to rescind the original motion from fifteen years ago. - This notice serves two purposes. First, it makes clear that the purpose of the point of order is not to quash those who are opposed to the system, but to clear the decks for a clean vote on what the assembly wants to do now. Second, it allows the motion to rescind to succeed on a majority vote. 2) In response to those who would hold that the point of order is not timely, I would argue that the continuing confusion (which RONR anticipates) is a clear demonstration that a continuing breach in fact exists, and that the point of order should therefore be sustained.

While RONR permits it, there may well be other governing documents (the code, the charter, the Ts & Cs of the bank) that do not permit husband & wife to be the entire signing authority. Of course, if no one else is willing to serve on the board, there are likely other problems.

The original question was about a motion to reaffirm was permitted and then failed. Apparently, this happened a long time ago, and is yet to be rectified.

My most recent one was in December.

One thing to keep in mind is that in a contested election, one will lose unless they have the vote of someone else. Having someone else nominate you is a demonstration that you have at least *some* support for your candidacy. OTOH, if the chairman calls for nominations, and there are not after a bit, "Sure, I'll do it." is often shortly followed by an election via acclamation.

This was lending to my error. I'm going to think about this situation a bit. I want to break things down, because, among other things, the parties that I have been a part of have NOT been doing things this way.

Yikes. Scary to trust in spellcheck. Thanks.

Okay. That directly answers the question. I would like to request an addition to the index, then. This also plainly defeats my prior assertion that there the effect of defeating a motion is in any sense a nullity. And that a failed motion to reaffirm NOT create an ambiguity at a matter of parliamentary law. Do I now go back and strike my earlier assertions?