hmtcastle

I disagree. I believe that to attend by computer online could be permitted by an ordinary motion, but to actually participate as a voting member would require bylaws changes.

Without a provision in the bylaws authorizing online meetings, there is nothing to attend.

Past practice has been that if you register for 5 classes, you can not change those 5 classes after a certain date. There is no ruling saying otherwise. Does this mean that person can or can't change their classes after a certain date?

Well, that's not a parliamentary question (about something that happens at a meeting) but I'd be very surprised if there's not an official cut-off date for what we used to call "drop/add".

But, if there's not, go for it. Around here finals are next week and I'm sure a lot of students would like to change classes.

If there is not a rule in the Bylaws but it has been "past practice" something has been done a certain way, is it considered a "rule" until there is a motion to change it? Or how does that work?

One way to look at it is that just because you've always done something a certain way, if there's no rule that says you have to, you don't.

For example, at one time there was no rule that said that a U.S. President couldn't serve for more than two terms (there is such a rule now but that's beside the point). But no President ever did. Then FDR (and, more importantly, the voters) decided that they wanted to keep him for a third (and then a fourth) term. So they did. Without having to change any rule.

After this election but before our first regular meeting one of our members that was already on the baord resigned. Per our by-laws we bring up the next member from our annual meeting wit the most votes.

I don't know the exact wording of your bylaws but it would seem to me you'd look back to the election in which the resigned board member was elected, not necessarily the most recent election, to find the second-place person.

As one of the frequent contributors to this forum is wont to say: just a thought.

Are minutes taken at an informal Board meeting? Would the previous meeting's minutes be approved at an informal Board meeting?

Minutes are taken at all meetings. There is no such thing in RONR-Land as an "informal" meeting (though meetings of small boards are often conducted under "relaxed" rules).

Without the morning minutes, the whole meeting is unofficial.

Not true. The lack of minutes has no effect on the legitimacy of the meeting or the business conducted therein.

Nevertheless, as Mr. Mervosh indicates, it's important to reconstruct the minutes as soon as possible.

The chain of command is General Membership -> Board of Directors -> President/Vice President/Treasurer/Secretary/Department Heads/etc.

What is the basis for placing the (optional) treasurer before the (essential) secretary in this supposed "chain of command"?

Or, for that matter, placing the (optional) board before the (essential) president.

Though I would say that the Membership collectively is the high man on the totem pole . . .

Yes, but I took Matt's question to be referring to a "chain of command" within the board.

So the chain is President then VP and all other would be equall?

All are equal.

In our Board there is a question on where the chain of command lies. Our Board is made up of President, Vice President, Treasuer, Secertary, three department heads.

Other than the vice-president filling in for the president, there is no chain of command.

See also this recent discussion.

Well, that wasn't very smart, but that does seem to clarify the proper interpretation of the ambiguous phrase. In that case, your quorum requirement is way too low, and silly. You will always have a quorum present, which defeats the purpose.

As someone who argued for the interpretation that made the most sense, I feel obligated to acknowledge that, indeed, this organization deliberately adopted a quorum requirement that made no sense at all.

I would agree if the language was unclear but it seems to be very unambiguous to me . . .

I would suggest that the fact that Ms. Duffy, reflecting the concerns of some of her fellow members, sought the advice of this forum, and the fact that several of us have interpreted the text differently, speaks to its ambiguity.

But you're certainly free to consider the language very unambiguous.

I think the bylaws are quite clear in what they mean even though it makes no sense.

Some might consider that a statement that makes no sense.

If there's one interpretation that makes sense, and another that doesn't, why choose the one that doesn't?

Currently, our bylaws state, “At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum”. This means that if only three voting members are present, two of the three would represent a quorum should a vote be taken.

Lets assume your bylaws make sense (or were intended to make sense) and that your quorum requirement, however poorly worded, is two-thirds of the voting membership and that the voting membership includes only dues-paying members. As you correctly observe, with 80 dues-paying members you'll need at least 54 of them to show up if you want to conduct any substantive business. Any business conducted in the provable absence of a quorum is null and void.

The solution, of course, is to amend your bylaws to reduce the requirement (and, at the same time, tighten up the wording). The RONR default quorum is a majority (more than half) of the membership so that's as good a starting point as any. You can either specify a percentage (e.g. 25%) or a fixed number (e.g. 25). There are advantages and disadvantages to each.

[by the way, bylaws that try to appear precise by repeating "two-thirds" as "2/3", as if there could be any confusion, seem more likely than not to be poorly written.]

It looks like someone meant to say "a majority of members constitutes a quorum" and got it wrong.

Or they meant exactly what they said and got it right.

Questions are: 1. Does a members who holds 2 positions (one officer & one ex-officio) count as one member or two in regards to a quorum? In regards to voting? 2. With the 4 vacant positions is a quorum now 6 members?

1. Each person counts as one member and has one vote, no matter how many hats he wears.

2. There are currently eight members. (There could be as many as 14 but there are four vacancies and two persons wear two hats).

3. 50% of eight is four; plus one is five.

Note that "50%+1", though not uncommon, is not always the same as a majority (more than half), which is the preferred designation.

May a member with voice, but no vote submit motions to the board, or must the motion be placed by a voting member?

Our standard reply is: you have to figure out what your bylaws mean.

But most here think that, if one right of membership (e.g the right vote) is removed, all other rights (e.g. the right to attend meetings, make motions, and speak in debate) remain.

Once you figure out what your bylaws mean, they should be amended so the same question won't come up again.

The same 2 Board members stormed out of 2 consecutive Board meetings disrupting Club business and upsetting the balance of the Board. If you were President of the Board what would you do?

What do you think should be done?

See FAQ #20.

What requires a majority vote vs a 2/3 vote? Example: 7 members out of 9 present at a meeting (quorum present). The vote was 4 to 3 - Majority rule. The day following the meeting, it was brought up that the vote required 2/3 of the total members to pass, ie 5 to 2 to pass. Which is right?

Most ordinary motions require a majority vote. Some motions (e.g. amending something previously adopted) often require a two-thirds vote.

In any event, if the motion was declared adopted, it's too late now to complain about it. But you could always move to rescind (or otherwise) amend the adopted motion. With (typically) a two-thirds vote.

Further, don't confuse a two-thirds vote with a vote of two-thirds of the total members.

I read the Grievance rules in RONR . . .

There is no such thing as a "grievance penalty" in RONR.

Beyond that ...

There is no such term as "grievance" in the 700+ pages of RONR.

So just where did you find the grievance rules in RONR?

Unfortunately I am stuck running this versus the President as she is up for election again.

That fact does not prevent her from presiding during the election.

Is a motion needed to accept by acclamation or can I just declare each officer a victor?

It can be done by unanimous consent (i.e. without objection). The way to make an objection is to make another nomination.

But make sure your bylaws don't require a ballot vote.

We are in the process of creating a council underneath the umbrella of our association. This council will have elected positions.

As noted, you'll have to amend your bylaws to change the voting rights of the non-voting class of members. But you'll probably be amending the bylaws to create the council so you can kill two birds with one stone.

If you want to restrict the voting rights you can adopt a bylaw that says that supporting members can only vote in council elections. Or only in the first council election. Or words to that effect. If you do it right you won't have to amend the bylaws two months later to remove the rule (though your bylaws would be cluttered with a rule that no longer applies).

But if you really "feel it is important to have as many members eligible to vote as possible", you might want to consider giving supporting members the right to vote. Period. Or call them something other then "members". RONR keeps it simple by stating that all members have the right to vote. It's something to think about.

Question: If someone fails to vote (i.e., does not formally register an abstention), would that have any impact of the 2/3 approval of the entire group.

It will have the same effect as an abstention. In fact, it is an abstention. An abstention is simply a failure to vote (by a member who is present and could vote if he wanted to). One needn't formally register to do so since one isn't doing anything. So there isn't really such a thing as an abstention, it's just the name for what happens when one doesn't vote. It's like Gertrude Stein's description of Oakland: There's no 'there' there.

To be precise then, when approval is necessary by two-thirds majority of the group, abstentions are totaled with the "no" votes, correct? Or, since they are not votes, they are not counted, period?

They are not counted but their effect is felt.

For example, If your organization has 100 members, all members are present at a meeting, and you get 66 affirmative votes, the motion would fail. It doesn't matter if the other 34 members voted "no" or abstained, the effect is the same: you didn't get the vote of (at least) two-thirds of the (entire) membership.

"When RONR uses the term "member in good standing" ..."

I suspect most people, and, by extension, many organizations, think they have an intuitive sense of what it means to be a member in good standing and that, further, one ought to be one of those (a member in good standing) in order to fully participate in the affairs of the organization. And so, with no malice aforethught, and with the best of prophylactic intentions, the phrase is inserted into the bylaws. If a member were asked what it meant they might (unknowingly) reprise Justice Potter Stewart's 1964 comment on pornography, "I know it when I see it".