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There is a solution to every problem -- as already noted, it often lies with practicality rather than slavish adherence to a bylaw that no longer works. What follows is California nonprofit corporation code section 7515. I recognize this is not a legal forum here; but the legal solution that CA enacted for its incorporated nonprofits also provides a workable model for unincorporated associations engaging in self-help . ==== (a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles or bylaws, or this part, then the superior court of the proper county, upon petition of a director, officer, delegate or member, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances. (b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all parties who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this part, whether or not the method results in actual notice to every such person, or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are. (c) The order issued pursuant to this section may dispense with any requirement relating to the holding of and voting at meetings or obtaining of votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this part. (d) Wherever practical any order issued pursuant to this section shall limit the subject matter of the meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, sale of assets or reorganization of the corporation. (e) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and which complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this part.

Most state laws that permit this would not allow two people to make the decision; they would require at least 4. I.e., to take action, even in the absence of a quorum, requires an affirmative vote of majority of the number required for a quorum. While it is a rather technical rule, and disfavored by some, corporate and non-profit law is very much in favor of business getting done -- if you have a board with 13 members, and the quorum is 7, you have already authorized a decision to be made with as few as 4 affirmative votes. Allowing the board to continue meeting, even if you lose the quorum, doesn't change that possible outcome. What it does change is allowing a single member to thwart action by leaving and breaking the quorum. I.e., if there are only seven members present and six are in favor, the single dissenting member can thwart the action simply by leaving the meeting.

It is important to remember that the Ballin case cited above involved a public agency. It is not unusual for statutes governing public agencies -- as well as laws governing incorporated associations -- to require a majority of those present to take action. This would necessarily be at least a majority of the quorum, since no business may be conducted without a quorum present. Under such statutes, a motion with a vote of 2-1 with 4 abstentions fails because it did not attain a majority of those present. That is NOT the rule in RONR where, as noted above, all that matters is whether there were more ayes than nays. So the critical question for the person who started this thread is whether this is the board of a public entity, an incorporated association, homeowner association or other group governed by such a statute. If not, and assuming RONR is the parliamentary authority, then the motion passed. If they are governed by such a statute, it makes no difference whether a point of order was timely raised when the vote was announced. Because it is a statutory or regulatory requirement, it is a continuing violation and a point of order can be raised at any time. [RONR 12th ed.; 10:26]

Weldon; doesn't happen often -- but when you work union conventions it does occur now and then. And, needless to say, RONR is filled with special rules for things that are pretty unlikely to occur so what's one more? 🙂

Thx for the input. Pretty much as I had surmised, but good to get second opinions. For the viewers following this thread, here is a bit more context. For many public bodies covered by open meeting laws, the record of votes taken is made public even when taken in closed session. Of course, that is typically a statutory requirement -- not RONR. But it did raise the question in my mind whether the purpose of such disclosures is to ensure the transparency of representative bodies or whether they might simply reflect a belief that the record of a vote itself is not considered to be confidential. While the quoted section of RONR (9:26) appears clear, it would prevent members from verifying that their convention delegates who were instructed to vote a certain way satisfied their duty to do so. (See RONR (12th ed.) 58:18) So perhaps an issue to consider for the 13th edition is whether "the general rule" in 9:26 should yield if in conflict with 58:18, or similar representative circumstances. I like Mr. Martin's suggestion that a motion calling for a roll-call vote could be deemed dilatory if it is not to be made public. The meeting that raised this issue for me was a Zoom meeting [properly authorized] so we just used the raise hands feature and made a record of it.

I should add that they have a special rule that the "action taken" be disclosed. The only question is whether confidentiality of what occurred during the debate also extends to the record of the vote.

A board votes in executive session to approve or reject a contract. The vote is taken by roll call. Is the record of the roll call itself confidential or may members disclose how they voted? [Without disclosing anything other than the contract was approved or rejected.] Can they disclose how others voted?

Francis 'Democratic Rules of Order' is a Canadian authority. I use the word 'authority' very loosely -- I've been working professionally for thirty years and have never heard of an organization that uses it. [At least not in the U.S.] I have a copy of the 7th edition [2003]. Approximately 28 pp of text, another 30 of FAQ. It is overly simplified, as one can imagine, but can be a useful book for small organizations that work mostly by consensus but still want some degree of guidance. I would think it virtually useless for large groups, particularly those with complex agendas, factions, and controversy. Example: There are no rules for debate, although it states the assembly may adopt some. Otherwise, if the Chair thinks someone is talking too long, she has the authority to ask them to conclude their remarks, and if they decline to ask the assembly by majority vote to silence them. I suppose that's democratic because a majority decides. If you want a simplified authority, much better to use AIP's Standard Code of Parliamentary Procedure or Robert's Rules of Order in Brief. It's possible the 10th edition available online is improved, but...

HOWEVER....both the change in meeting date and the actions taken on Nov 14 can be ratified at the next properly held meeting. RONR (12th ed.) 10:54-55, 23:9.

For what it's worth, I think this is being made more complicated than it needs to be. The vote required is "a 3/4 vote of the active membership in attendance. There are two elements: 1) the proportion that must concur, here 3/4; and 2) the set of members to which the proportion applies [44:7]. A "3/4 vote" is syntactically equivalent to RONR's unqualified "two-thirds vote" [44:3]. That is, 3/4 "of the votes cast by persons entitled to vote", excluding blanks or abstentions...[ibid.] The "persons entitled to vote" are the active members present. The modifier 'active' merely refines that set of members and denotes that if there are classifications of membership present other than "active" only the latter have right to vote. [e.g.., active members as opposed to "associate" members, "provisional", "student" members, etc.] Hopefully, their bylaws define "active" somewhere. There were apparently 34 active members present and entitled to vote. You do not count the 5 blanks [44:3] so the number of votes cast was 29 [the only ambiguity to me is whether the "unintelligible" should be treated as a blank or something else; I am interpreting RONR literally so it counts as a vote cast.] 3/4 of 29 is 22. There were 24 yes votes; motion passed.

Great...looks like we're all on the same page. Thx

Under the 12th edition, the basic rule for a quorum in a convention hasn't changed -- it is the number of delegates registered as attending [40:2(3)]. However, with Zoom and similar software you frequently must register in advance to get the link. Not all who "register" actually show up. My first thought is that the quorum should be based upon the number of delegates present when the convention is called to order. While that would omit stragglers who registered in advance but login in a few minutes late, they can be added during a supplemental report. Anyone have any different conclusions?

Responding solely to Mr. Eslman's comment about my earlier assertion -- I apologize for the ambiguous response. He is correct that calling a special meeting must first be authorized in the bylaws [unless in connection with a disciplinary matter.] When I said it was an assembly's right "unless the bylaws say otherwise" my "otherwise" was intended to refer to circumstances where "the designation in the bylaws of those who can call such meetings does not include the assembly." [See fn. p. 661] For example, it is common for Bylaws to say something like "Special meetings may be called by the President, any three directors, or by a petition signed by 10% of the membership." None of those three alternatives grant authority to an assembly to do so by motion. On the other hand, many Bylaws do give such authority: E.g. "Special meetings of the Board of Regents may be called by a majority of the Board, either by voice vote, telephonic vote, or written request presented to the Executive Director specifying the general nature of the business proposed to be transacted." [Academy for Dentistry International, Inc.] Similarly, in California, many nonprofits' bylaws mimic that state's nonprofit corporation code. " Special meetings of members for any lawful purpose may be called by the board, the chairman of the board, the president, or such other persons, if any, as are specified in the bylaws. In addition, special meetings of members for any lawful purpose may be called by 5 percent or more of the members." An adopted motion calling for a special meeting, assuming the affirmative vote comprises at least 5 per cent of the members, would seem to comply with the last criterion. But, all of this is somewhat a digression. My intent was to address the original question: What is the vote needed to postpone? The answer to that is a majority vote if the special meeting has already been properly called, or a 2/3 vote if you are combining a motion to call the meeting and a motion to postpone in a single transaction. [Again, assuming the assembly has the authority to call a special meeting.] Another digression -- if the bylaws give 10 members the right to "call" a special meeting, and ten members at this present meeting do so, is there even any need for the first of the two motions we have been discussing? Wouldn't a simple motion to postpone to the meeting the ten or members have just called suffice? BTW, I am still quoting the 11th edition because my copy of the 12th is still somewhere in transit.

I respectfully disagree in part....every assembly has the right to call for a special meeting unless the bylaws provide otherwise. [RONR 11th ed. p.92 ll. 11-12]. The method for doing so is adopting a motion to schedule such a meeting. A motion to postpone a subject to a special meeting is essentially combining a motion to schedule the meeting and then a motion to postpone to it. This can be done with two successive motions by majority vote -- or can be done via a motion to suspend the rules to entertain the combined motion.[p. 262 ll. 9-17] Thus, to answer the original question, it takes either two majority votes or a singe 2/3 vote depending upon the method used. The latter would be much faster if not controversial. While the assembly could set an adjourned meeting instead, a special meeting might be preferable if the intent is to limit the business to this particular topic since no other business can be entertained at a special meeting.

It is beyond the scope of this forum, but if your congregation is incorporated you should also check with an attorney familiar with the nonprofit code of your state. Many, such as California, have provisions that keep directors in office until their successors are elected.

"If thus accused, he has the right to due process—that is, to be informed of the charge and given time to prepare his defense, to appear and defend himself, and to be fairly treated." (RONR, 11th ed., pg. 656) Allowing the hearing panel to consider the letters when they have not previously been shown to the charged party is hardly "fair" treatment. If the letters contain evidence that the charged party may be able to rebut, she is being denied the opportunity to defend herself. If they do not consist of evidence and simply argue that some disciplinary action be taken, showing them to the hearing panel would be an improper intrusion into their deliberative role. They are supposed to determine whether the evidence presented supports the charges, not judge how popular or unpopular the charged party may be.

Just to clarify....you do not record what was said; but it should be noted in the minutes that public comments were received and perhaps how many spoke.

I generally concur with the previous answer, but disagree it should be specified in the rules. That may be too generous or too restrictive for the motion under consideration. What is reasonable for a simple yes/no vote is different than a question with more than two options which is different than an election using ranked voting etc. I think it best left to the presiding officer's reasonable judgment for the circumstances -- if that proves not to be working, you can then adopt an appropriate rule or rules but they will be one based upon actual experience.

This is a good example of why it is important to understand the difference between abstention and recusal and to use the correct term. Many people mistakenly use the terms synonymously. Recusal is a foreign concept to RONR; it is a legal principle -- thus, beyond the scope of this forum. For purposes of RONR there are two issues. 1) What is the vote required? 2) How many members are present? Depending upon the state, the type of board, and the circumstances sometimes a recusal is equivalent to an abstention. If that is the case, the result is pretty much as the responses above indicate. But sometimes, a recusal means you are considered to be "not present". If the vote required is a majority of those present or a majority of those present and voting, and the two recusals are considered not present, under RONR a 1-0 vote succeeds unless there is some other rule that prevents that kind of result. One should only "recuse" herself if the bylaws (or special rules of order) authorize it or an applicable law or regulation provides for it. You must also satisfy any necessary requirements for recusal. Frequently, people who think they have a conflict of interest will say they are recusing themselves. But unless that conflict is of a type that is recognized for purposes of recusal, you are considered to be present and your "recusal" is actually just an abstention. Admittedly this can be confusing. We don't give legal advice here -- but for purposes of determining the correct application of RONR, you must first know whether your abstention or recusal, whichever term you use, is considered to be "not voting" or "not present." If the vote required is a majority of the board, 'not voting' is the equivalent of a 'no' if it prevents the board from attaining the required majority

Echoing the responses above, it makes no practical difference whether your Board president recuses herself or simply abstains. It requires a majority vote to adopt so in either case if it is a tie vote the motion fails. That ends the matter for Robert's Rules. However, since you sign yourself "frustrated public servant", it appears you may be part of a public body. There are often different rules for public bodies -- those are legal principles beyond the scope of this forum -- but generally speaking to abstain simply means you refrain from voting; you may have already debated, voted on amendments, moved to postpone, etc. Not an issue. You are still permitted to abstain on the final vote. Recusing yourself means you do not participate in any way and for some bodies you may even be required to leave the room before the discussion even starts. The rules for recusal, and its effects, depends upon the law of the jurisdiction and the nature and size of the body.

I can't provide authority, but I was once given an anecdotal explanation by a British colleague...he was much more precise and used something akin to Chaucer's prose; I am paraphrasing. At the north end of the floor of the House of Commons, just in front of the Speaker's chair, sits the Clerk's table. There were/are several functions that Clerk performs, but one of them is calling up each item of business in its turn and helping the Speaker keep track of the pending business. In the early days of Parliament, if you -- the King, Clergy, or MP -- wanted to introduce a bill [or other proposal] it first had to be "Tabled"* -- the resolution was given to one of the Table Officers [Assistant Clerks] and at the appropriate time you would rise and ask that it be "moved" to the Clerk's position at the head of the table for reading. *Some of you parliamentary historians may recall the famous "war room" incident during World War II when the Brits wanted to "table" a decision and the Yanks mistakenly thought they wanted to postpone the matter.

"Can a member pose a question to a colleague and then, when the question has been answered, continue with a speech? Or does a member lose the floor after posing a question?" While I generally agree with the responses to your other questions, I disagree on this point. No...the member may not make a speech. The prior answers would be correct if the member with a question was assigned the floor. But a member recognized for a Request for Information is not assigned the floor. The original speaker still has the floor -- that is why the time for the question and answer is deducted from their time. The index entry in RONR for the word "speech" is simply the reference "see debate". To "debate" one must first "obtain the floor" [p. 29 ll. 13-14]. However, a person rising for a request for information does so "without obtaining the floor" [p 294 ll. 3-4 (Note: a Request for Information "is treated like a Parliamentary Inquiry" [p. 294 ll 24).] There is a bit of a loophole in that once the answer has been given, there may be a "resulting colloquy made in the third person through the chair." Thus, if not satisfied with the answer, or if there are followup questions, a dialogue through the chair may result. But that is different than giving a speech, for which one must first be recognized and be assigned the floor.

1. It is beyond the scope of this forum, but if your church is incorporated you should confer with an attorney in your state. Some state nonprofit laws authorize electronic meetings even if your bylaws do not. 2. When you are able amend your bylaws, here is some sample language. Note that this language is very broad and should be adapted to meet your congregation's needs: "A meeting of the members may be conducted, in whole or in part, by teleconference or videoconference provided reasonable measures are taken to permit all members not physically present to hear [and see] the proceedings concurrently. The [Board of Directors/Committee] shall [adopt/recommend] special rules of order for the conduct of such meetings to provide for proper notice, verifying membership, assignment of the floor and debate, voting, and any other procedures necessary for an orderly meeting. 3. As the last sentence above implies, just authorizing a virtual meeting isn’t enough. There are practical problems that must be addressed in order to run an orderly meeting that respects member rights. There are other posts in this forum that discuss those issues in greater detail.

This is for information only -- I am not offering a legal opinion nor providing legal advice -- both of which are beyond the scope of this forum. I provide this info only because a previous response already mentioned there might a state's emergency order that could be relevant. California Governor Newsom's Executive Order in March permitting virtual [electronic] meetings applied only to public bodies [cities, counties, commissions]. In April he extended this to shareholder corporations. He did not include nonprofit corporations in the order. Moreover, some analysts have questioned whether the Governor has the authority to extend his executive order to shareholder corporations since the laws he relies upon pertain to public bodies. Also note, that his executive orders only authorize virtual meetings -- they do not address the subject of proxy voting.

As noted above, under RONR, a point of order can be raised at the meeting that the individual is ineligible for office and should be removed from the ballot. If the chair rules against the point of order, the chair's ruling can be appealed. If the chair's ruling is sustained and they are allowed to remain on the ballot, votes for ineligible candidates are considered illegal votes and should not be counted. If their votes are counted and they are elected, their election is null and void. If they are not elected, but draw sufficient votes to effect the election what happens next pretty much depends upon the specific wording of your bylaws. If, after all of this occurs, an ineligible candidate is elected then "enforcing" the bylaws becomes a legal matter -- which is beyond the scope of this forum. But first....you say that the Board believes it has the ability to interpret the bylaws as they see fit. If the bylaws are clear, there is nothing to interpret and they should be followed and enforced. But if there is truly an ambiguity, since you are incorporated the board may have the authority to interpret them -- of course, the interpretation must be reasonable. Again, this may be a legal issue beyond the scope of this forum.