DavidWC

We have a small Board that meets monthly. Our agenda use to have "Good and Welfare" just before adjournment. For us, "Good and Welfare" is usually when we have "small-talk" unrelated to our business like who is ill or who got run over by a reindeer. I mentioned everything discussed before adjournment should be recorded in our minutes and therefore, "Good and Welfare" should follow our adjournment. A few Board members interpret "Good and Welfare" to mean discussing business not on the agenda along with the "small talk", and therefore, "Good and Welfare" should precede adjournment. None of us on the Board (including myself) are well-versed in RROR but I am aware business not on the agenda can be brought up during a meeting if a certain percentage want to discuss it and take action. I guess my question is, when should we have "Good and Welfare" and what should it be used for? Maybe "Good and Welfare" should not even be on the agenda and just let everyone flap their jaws after adjournment. Our organization is in a small rural country town and everyone has gossip they want to share, but that gossip should not be in the minutes which is a legal document. David

Thanks Josh. What you say makes sense. If on the other hand our By-laws said something like "elected positions" rather than "serving Board members", then maybe (?) a quorum would include those who have passed away and the position is un-filled. Regarding "I believe the same would be the case if another office was vacant" might be debatable in our situation. Our By-laws say "Directors shall number up to 9". Personally I do not like the "up to". We currently have 6 Directors with 3 vacant seats. I too agree that having a "Past President" position is not recommended. That position in our organization goes back to about 1974 just prior to our second election of Officers. Nobody wanted to be elected to the Office of the President so the organization created "Past President" to "help" a newly elected President. There would have been other ways to help but that's what they wanted. At this time I'm trying to convince our Board to remove that position. Now is the time to do it. Where we're located, NYS Non-profit corporation laws prevent abolishing a position while a position is filled. Rob E. - Makes perfect sense. David

One of the Officers in our organization recently passed away. He held the Office of "Past-President". Our other offices are President, Vice-President, Secretary, Treasurer, and 6 Directors. These other offices are elected and can also be filled by a vote of the Board if an officers dies (although the VP moves into the office of President). We have no means to fill the office of "Past-President" until our next election when the former President becomes the "Past-President". What does Robert's Rules say about a quorum regarding a now vacant position that we can not fill? I'm inclined to say we do not include a position we can not fill when trying to reach a quorum. Our By-laws state, "A majority of serving Board members shall constitute a quorum at any Board meeting." David

Regarding our Board meeting, the exact wording in our "Article III: Board of Directors" is: "Section 3. Meetings of the Board shall be at the call of the President or a majority of the Board." FYI... Section 1 deals with what the Board of Directors are responsible for (general management of the Society). Section 2... visitors to Board meetings. Section 4... Board quorum. Section 5... length of terms for Directors. Section 6... How many Directors and expiration cycle. Section 7... Removal from office. Alicia P - President was notified to schedule a meeting. Prior to that, he took it upon himself to set a date, time, and place for an Annual Meeting. Our bylaws say an Annual Meeting must be approved by the Board, which it was not. Instead of a meeting, he now wants to conduct a vote by email to approve his prior action. Our bylaws are silent about voting by email. David

Yes, I was quoting from http://www.rulesonline.com/ . Some where in my big 175 year old house, packed with generations of "stuff", I have a print edition of RROR from about 6 years ago. I don't know what edition it is but it was fairly recent at the time. I see what Josh M. means by being absent from a meeting as opposed to being "absent" (unavailable) between meeting. I presume our president will occasionally check his email while in Southeast Asia on a vacation. A few months ago I asked why a Board member was not participating via zoom for a Board meeting and the response was, "She's on vacation", to which I said, "So what.". I was probably thinking of that instance as a reason why our president could not call for a Board meeting while he was out of the country. Richard B - Our bylaws do say a majority of our Board may call for a Board meeting. I was interpreting that to mean the Board would first have to take a vote AT a Board meeting to hold a future Board meeting. That might be the way it should be done, but our bylaws do not explicitly say how or when a majority of the Board can call for a meeting. Thanks for the responses. I learn something every time I visit the forum.

Our By-Laws state the duties of the President and Vice-President as "Their duties shall be as described in Robert's Rules of Order". Our President will be out of the country for several weeks. We have a need to hold a Board meeting while he is away. Our By-Laws state our president can call for a meeting of our Board. Article X Section 58 of RROR states in part "It must not be forgotten that in the case of the absence of the president the first vice president must preside." Would being out of the country (Southeast Asia) be considered as an absence, in which case our VP can call for a Board meeting? The pressing need is we need to schedule an Annual Meeting, which can only be done by our Board. Our President will not be back in time to allow us time to hold a meeting to set a date and (by NYS regulations) to notify our members. Thanks - David

Between our scheduled meetings, the president of our organization sent an email to our 10 Board members (including myself, the VP) asking each to vote on 3 "proposals" and to reply to him by a certain date. Two proposals had to do with spending money. The third had to do with setting a specific day of the week for all future meetings (our current By-laws state meeting dates are set by a majority of the Board or at the call of the president). Our By-laws do not allow (nor do they disallow) voting to take place between meetings. Instead of voting, I replied and said we should not be voting between meetings. A few Board members did reply with their vote via email. Perhaps some replied with their vote only to the president. Our president replied and said he will direct our Secretary to cast one vote for each proposal at our next meeting based on the outcome of this between meetings vote. He did not say the outcome of the between meetings vote would take effect before the next scheduled meeting, but I suspect that is his intent. I have concerns about voting between meetings. I'm not well versed on Robert's Rules of Order, but our By-laws state we will abide by RROR if something is not covered in our By-laws. Does RROR mention about voting (or how to vote) between meetings? We are a Chartered non-profit organization in NYS. Being Chartered means we must abide by NYS Education Department rules and regulations. Thanks - David

Thank you for the replies. I agree nothing went right. The "Thank you for staying" (for the business meeting) was from our chair. The vote he mentioned was for voting on the proposed By-Law changes. Otherwise, to close the debate I think he would have asked "Are you ready for the vote to change our By-Laws"? I bought them a copy of "Robert's Rules of Order in Brief" (same book in the link above) back when I was Chairman. The book is now probably buried in a drawer of the Chairman's desk. Our recent meeting was held elsewhere. After I resigned as Chairman four years ago I'll bet the book has never been opened. David

Our Society of 100 members recently held a vote to amend our Constitution and By-laws. The proposed changes (crafted by our Board of Directors with no input from the members) were delivered to our Members 21+ days before the scheduled vote. The then current By-Laws required a copy of the proposed changes be delivered to Members 3 weeks prior to the vote. The vote took place after a public program we held. Eleven Members were in attendance and stayed for the business meeting. Seven Members constitutes a quorum (A percentage is better but our former and new By-Laws say "7 members in good standing constitutes a quorum"). The only business handled was the vote to change our Constitution and By-Laws. Our president in essence said "Thank you for staying. We will now conduct a vote to update our Constitution and By-Laws. Please come forward and get a ballot from our Membership Chairman who will verify if you are a Member". Ballots were collected, counted, results announced, a "Thank you" was offered, and everyone left the building. I was always under the assumption a Motion should be made before a vote can take place. That did not happen. Also, there was no Motion to discuss the proposed changes before the vote (at this or at prior meetings with our Members). Is a Motion required before a vote can take place even though a notice of the vote to make the changes was delivered to Members 21+ days beforehand ? If so, I'll question the vote at our Board of Director's meeting. I'm on the Board as Past President. When I was President it was (and still is) an uphill battle to get the Board to hold meetings properly AND according to our By-Laws. Someone on the Board is bound to say "But a Motion has never been made before we hold our elections either" (Is a Motion to vote required in this instance too?). David

Our organization is not a government body. It took at least 5 minutes to put the motion together because most of the other Board members were debating why something should be or should not be included (One comment I remember from some of the Board members went like this: "(BILL) Setting a time limit is good, after-all we might not want to do a roll call vote in two months on the same topic. (TOM) I agree with Bill. It would be a time waister if we always had to do a roll-call vote. (SUE) I also think it needs a time-limit, but if we happen to have two separate votes on how to proceed, will the role call vote be for only one of the votes? I mean, we'll probably vote to DO something on this topic, and then we may vote again on WHAT we will do". The Secretary was trying to write all the suggestions into the minutes. I don't know why; I was writing the suggestions too so I could compose the final motion... which is what the Secretary would want. I will definitely pick up a copy of "Roberts Rules of Order Newly Revised In Brief". I have an older book from the late 1970's; about about 1" thick. It is hard to find something specifically and nothing in the book is brief. I have found our organization lacks the knowledge to conduct a proper meeting. Our Bylaws mention RROR will be used, but most of the time the meetings proceed with everyone talking like it was an afternoon tea or sitting around a campfire. David

Greetings, Before our recent Board meeting of 7 members I decided I would "ask" for a roll call vote instead of a voice vote for something I knew we would be discussing. I've always understood the method of voting is usually at the discretion of the Chairman (unless the method is mentioned in the By-laws) OR if a voting member "asks" for a different form of voting. I'm not that knowledgeable about Robert's Rules, but I read elsewhere that requesting a different form of voting only needs to be "requested". At the very beginning of the discussion for the topic I told the Chairman I would like a roll call vote when it was time to vote. The other Board members wanted my "roll call request" in the form of a motion (and properly worded), then seconded, voted on, opened for discussion, and then a voice vote to see if we would have a roll call vote for the agenda item. The bickering from other Board members about crafting the motion went on for almost 5 minutes. First they wanted the motion to mention specifically what we would be voting on. Then someone said the motion should mention the duration (this evening or forever on the same topic). Finally someone said the motion should say in what order the Board members would be asked. My head was spinning with everyone suggesting what I should put into my motion. Even the Secretary had a hard job of following what everyone was saying. Finally the Secretary made a counter motion to table the agenda item. I removed my "motion" and we voted to table the original topic. What IS the proper way to "ask" for a different form of voting? No one on our Board, including myself, is very knowledgeable about Robert's Rules of Order. David

Oops, sorry. The way the website is encoded, the URL for the individual page is not available. When you open the URL, there is a toolbar near the top of the webpage. Click on "LAWS" in the toolbar, then click on "Laws of New York". On the new page that opens (It will say "Consolidated Laws" near the top of the page), scroll down and click on "NPC". To the right of NPC it will say "Not-For-Profit Corporation" http://public.leginfo.state.ny.us/lawssrch.cgi?NVLWO

Wow! Lots of responses! The day after I posted my question I had some medical problems that kept me away from the computer. I'll read the responses in depth this weekend and will try to respond (if needed). Our organization is in New York State. It is a not-for-profit organization (Historical Society). In New York State, land of 100,001 laws and regulations, Historical Societies, Museums, and Libraries can only operate legally if approved by the New York State Education Department. That approval is in the form of a Charter (either provisional or absolute). Within the last few weeks I learned our organization must abide by other regulations. In NYS, not-for-profit organizations have to abide by "Not-for-profit Corporation" regulations. These regulations dictate many things, such as quorums, whistleblower requirements, conflict of interest policies, mergers, consolidations, finances, and many other details. Many of the regulations allow the organization's By-Laws to supersede the state regulations. The page with information on these regulations can be found at: http://public.leginfo.state.ny.us/lawssrch.cgi?NVLWO: (On the page, scroll down to "NPC Not-For-Profit Corporation") FYI... On the page with the Not-For-Profit Corporation regulations, "Article 1, Section 102. Definitions" states the following: (6-a) "Entire board" means the total number of directors entitled to vote which the corporation would have if there were no vacancies. If the by-laws of the corporation provide that the board shall consist of a fixed number of directors, then the "entire board" shall consist of that number of directors. If the by-laws of any corporation provide that the board may consist of a range between a minimum and maximum number of directors, then the "entire board" shall consist of the number of directors within such range that were elected as of the most recently held election of directors. Since we are Chartered by the NYS Education Department (explained in the 2nd paragraph of this post), we have to abide by other regulations within the State Education Department. Whew... David

Greetings: Our Bylaws say our Board consists of 11 offices (President, Vice President, Secretary, Treasurer, Past President, and 6 Directors). Our quorum is defined as a "Majority of the Board". We recently had a Board meeting where we had only 5 Board members. I told the Board members present that we did not have a quorum. One of the Board member said, "We had 2 vacancies several months ago due to resignations, so we really have only 9 Board members so we have a quorum with 5 present". Our By-laws say "In the event of a resignation of any officer the vacancy shall be filled by a vote of the Board for the unexpired term of office". Because of our Board's lack of filling the two vacancies, I told the Board members I did not feel we should conduct business with less than a majority of the 11 that should be on the Board. I have read somewhere that Robert's Rules refers to counting actual people in office in determining a quorum, rather than the total number of offices. When our By-Laws say it is the Board's responsibility to fill a vacancy, I would rather count the number of offices and NOT the number of people in office. My reasoning is, if enough Board members resign (perhaps due to internal squabbling) and the remaining Board members do NOT fill the vacancies... maybe because some Board members have an ulterior motive... it should NOT give the remaining Board members the power to push something through with less than a majority of a full Board. So... what should I have done when we had 5 Board members present and have 9 of the 11 offices filled? BTW... Our Board members (other than filling a mid-term vacancy) are elected yearly by the members in our organization. If it got to the point where too many Board members resign and a quorum could never be achieved at a Board meeting, I would probably go to our members and call for a special election. Thanks - David