Richard Brown

On 8/13/2024 at 11:43 AM, Guest David said:

I guess the question is how to proceed?

If the final official position turns out to be that the motion failed, it may be renewed (made again) at the next or at any future meeting unless your bylaws contain a provision that prohibits doing so. I doubt that is the case.

On 8/13/2024 at 11:05 AM, Rob Elsman said:

The minutes of the meeting should handily clear this up.

You’ve got a lot more faith in the accuracy and completeness of the minutes from a meeting such as this than I do! 😊

On 8/13/2024 at 10:49 AM, laser158689 said:

This is wild!  Assuming that the bylaws are referencing this book...
 

Robert's Ruleof Order Simplified and Applied, Second Edition

 

It doesn't even appear to be a manual of parliamentary procedure, just a guide to RONR.

I’m not quite so sure.  I think that book, which is actually titled “Webster’s New World Robert’s Rules of Order Simplified and Applied, Second Edition” actually is intended to be, or at least certainly can be, adopted as a parliamentary authority. To the contrary, the book “Robert’s Rules of Order for Dummies” by C. Alan Jennings makes it very clear that it is not intended to be adopted as a parliamentary authority (although it still can be) but is instead a book about RONR.  If the Webster’s book contains such a statement, I am not aware of it. I thought I had a copy of it, but I cannot find it now  

Regardless of whether the Webster’s book is intended to be a parliamentary authority, it’s still certainly can be adopted as one by a society, regardless of how unwise that might be.

On 8/13/2024 at 11:08 AM, Guest David said:

the count was  51 yes 15 no 3 abstains.

 69 total active members were present at the time the vote.  by the time the counting was over it was reported 2 people had left.

Based on that information and the fact that the bylaws appear to require the affirmative vote of 75% of the active members present, 52 yes votes would be required to adopt the motion so the motion technically failed. However, that is not the end of the story. As I said in a previous post, the declaration of the chair as to whether a motion passed or failed is what is usually controlling. If the chair mistakenly reports whether the motion passed or failed, his declaration is final unless a timely Point of Order is raised. 

in this case, it seems we are being told that the chair never made a declaration as to whether the motion passed or failed. Is that true? The chair never ever, at any point, said whether the motion passed or failed?
 

On 8/13/2024 at 10:38 AM, Rob Elsman said:

This says it all. However poorly it might have been done, the members came to understand that the motion did not pass by a margin of one vote.

I disagree. That statement by Guest David is not what is controlling. The declaration by the chair as to whether a motion passed is what is usually controlling. In this case, Guest David’s latest statement is that the chair never declared whether the motion passed or failed. His original post indicates the matter has somehow been “tabled” or taken under advisement, indicating it is possible the chair has still not made a ruling as to whether the motion passed or failed. 

I do not think this is nearly so simple as the statement by Guest David that “The motion did not pass by one vote”. We don’t even know if that statement by Guest David is based on counting or not counting abstentions.  

There are simply too many unknowns to say that “this says it all“.

Guest David, what did the chair say immediately after the vote was taken? Did he say the motion passed or did he say that the motion failed? 

Then, what happened next after the chair’s declaration of whether the motion passed or failed?

Guest David, in addition to the questions that I asked in my first response, please tell us exactly what the vote count was: how many “active”  members were present, how many yes votes there were, how many no votes there were, and how many abstentions there were. The abstentions may or may not make a difference, depending upon the exact wording of your bylaws.

I think we need some more information before we can answer your question. You said the vote failed by one vote and then discussion took place and then “the motion and vote was not declared defeated“ and the motion was “tabled”.  A key question is, did the chair ever declare that the motion failed?  

I honestly do not understand exactly what happened and small details are important here. One issue that jumps off the page is that you said twice that the motion required a 2/3 (75%) vote to pass. Well, 2/3 is not 75%. 75% is 3/4, not 2/3.

So, please do three things for us: First,  try to clarify exactly what happened. 

Second, please quote the exact verbatim language from your bylaws about the vote required for that motion. Please do not paraphrase, but quote the language from the bylaws verbatim, exactly as it appears in the bylaws.

Third, tell us whether the chair, at any point, ever declared that the motion failed. Exactly what did he say immediately after the vote was taken? What do you mean when you say the motion and vote were “tabled”?
 

On 8/13/2024 at 2:23 AM, Guest Committee Secretary said:

So, if the Bylaws allow proxies but don't specifically require a separate proxy for each meeting, one can be used for the year?

Yes, that has been my experience.  Any rules regarding the use of proxies will have to be in your own rules or governing documents. Procedures vary from one organization to another. Although a proxy is frequently only good for one meeting, that is not always the case.

On 8/12/2024 at 11:58 PM, Joshua Katz said:

Does the board have the power to amend the bylaws?

That’s a good question. Regardless of whether the board has the authority to amend the bylaws, I imagine the board can propose or suggest amendments to the bylaws. Guest Squeaky Wheel really should look into this as well. It is imperative to know which body can amend the bylaws and what the procedure is for doing so.

I agree with Mr. Martin. We need to know the EXACT language in the bylaws regarding the powers and authority of the Board of Governors. Please quote the entire provision verbatim, and do not paraphrase.

On 8/12/2024 at 8:35 PM, Guest the Squeaky Wheel said:

Article VIII - Parliamentary Authority
The rules and guidelines contained in Robert’s Rules of Order: Simplified and Applied, Second Edition shall govern meetings and business where they are not in conflict with these By-laws and the Standing Rules.

Based on that bylaw provision, the second edition of Roberts Rules of Order IS NOT your parliamentary authority. That rule refers to “Roberts rules of order: simplified and applied“. That is a different publication and is not an official version of any edition of Roberts Rules of Order. It is a different publication. A different book. I suggest you try bookstores and also Amazon and perhaps eBay to try to find a copy of the book which is actually your parliamentary authority. I also suggest you amend your bylaws as soon as possible to make the current edition (or the 12th edition) of “Roberts Rules of Order Newly revised“ your parliamentary authority. 

On 8/12/2024 at 2:18 PM, Gary Novosielski said:

The relevant part of that answer says:

You don’t think it’s easy enough for the OP to just click on the link I provided and read both official interpretations for himself? The relevant part of the second official interpretation tells him what the membership can do about it. That’s why I cited both official interpretations. 😊

Another method of correcting the action of the board, if it was in fact an overreach, is for someone to raise a Point of Order, preferably at a general membership meeting, that the action of the board exceeded its authority and is null and void. Hopefully, the chair will rule correctly, but if not, his decision can be appealed to the assembly where it only requires a majority vote to overturn the ruling of the chair.  

However, that method (raising a point of order that the action is invalid) would only be appropriate if the board did in fact exceed the power granted to it in the bylaws.  Reversing the action of the board as discussed in official interpretation 2006–13 is available even if the board did have the power to do what it did.

I think both official interpretations are relevant to the OP’s inquiry. 

Thank you, though, for the citation to the current 12th edition. That is very helpful. I wish the authorship team would update all of the FAQs and official interpretations with citations to the 12th edition
 

You might take a look at Official Interpretations 2006-12 and 2006-13 on the main website.  Scroll down to # 2006-12 and 13: https://robertsrules.com/official-interpretations/

You will have to click on the little "down arrows" in the upper right of each question to see the answers.

On 8/12/2024 at 12:49 PM, Guest PHutchison said:

My question is does the Executive Board have the authority to unilaterally change a budget approved by the elected Budget Committee and membership without taking the issue back to the Budget Committee that proposed the budget, and to membership at its next meeting in September?  This movement of funds does not change the bottom line of the budget.  

The answer to your question depends on the authority and power granted to the executive board in your bylaws.  Normally, a subordinate body such as the executive board cannot modify a decision of the membership.  What, EXACTLY, do your bylaws say about the power of the executive board?  Please quote the provision exactly, don't paraphrase.  It might also be helpful to know what your bylaws say about the adoption (and modification) of a budget

Guest Brianna, the relevant section in RONR (12th ed.) is 46:46.  What book are you looking in? Are you looking in the official Roberts Rules of Order Newly Revised, 12th edition?

Quote

46:46 Time at Which an Election Takes Effect. An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election.

Guest Kenny, it will help us if you tell us exactly what your bylaws say about the terms of office and specifically what, if anything, they say about officers continuing to serve until their successors are elected. Please don’t paraphrase, but quote the provision exactly. It also help us to know how frequently the membership of this organization meets, and whether this was an annual meeting of the members. 

On 8/11/2024 at 3:05 PM, Guest KennymSQ said:

One last question and this actually occurred for a past condo Board election.  Our Board is elected at-large - identical positions.  Ballots are required by the bylaws.  Three one year and two the next with two year terms.  It was a year where three positions were up for election.  Only two members were nominated.  Ballots were turned in and both candidates received the majority of votes required by the bylaws, so they were considered elected.  There were no write-ins or any votes of any kind cast for anyone else, so the third position was unfilled.  The Bylaws allow for the Board to appoint someone to fill a vacancy, but does this apply?  There is no definition of vacancy in the bylaws, but board appointment has traditionally been used when someone resigns or otherwise leaves the Board mid-term.  The bylaws do state that the board member appointed to fill the vacancy serves until the end of the original term of the person leaving the board, and this seems to imply that for this situation the vacancy clause does not apply.  So the question is, should the board have used the vacancy clause in the bylaws to appoint the third board member in this case?  Or, if not, what would have been the correct course of action?

No, in my opinion you do not have a vacancy at this point. You have an incomplete election, which should be completed as soon as possible. Ideally, another attempt should be made to fill this third position at the same meeting. If that is not done or was not done, then another attempt should be made to complete the election at the next meeting. Keep in mind that unless your bylaws provide to the contrary, both nominations from the floor and write-in votes must be permitted. if the rules and RONR apply, even one write-in vote could be enough to elect someone if there are no votes for anyone else.
 

On 8/11/2024 at 1:55 PM, Guest Pkw said:

May a member of the Board, upon the opening of the meeting, make a motion to table the agenda item, "Administer the Oath of Office?"  Then with a second, vote on the motion?

While it does not undo the action, would it be possible to use that procedure to delay the item?

Since this is a public body, I think it is a legal question more than a parliamentary question and the answer depends on state and or local law and on the school boards’ own rules. As far as the Rules in RONR are concerned, an installation ceremony or the taking of an oath of office is ceremonial only and is not required and an election or appointment to office becomes effective immediately upon election or appointment unless the governing documents or law provide otherwise. 

in addition, although more of a legal issue then a parliamentary one, it seems conceivable that failure or refusal to administer an oath of office as required by law might constitute a violation of the law and/or malfeasance in office by the person so refusing.  I think this is a question that needs to be directed to the school board attorney.

On 8/10/2024 at 7:00 PM, lcmixon said:

The chairman sends out the agenda for the next meeting as required by statute at week before the meeting and the agenda includes the bylaws that were adopted at the last meeting and the bylaws that were presented at the last meeting and he is proposed that they be adopted as new bylaws. Is this legal and within the parliamentary procedure? He says since he is using the same bylaws that were presented previously they have been presented.

Like Josh Martin, I did not understand what is going on either. Were the proposed changes that the chairman wants actually proposed and presented at the meeting immediately preceding the meeting at which he wants to adopt the changes? The changes must have been proposed at THE previous meeting, not at A previous meeting. 

Edited to add: is the chairman proposing amendments to the bylaws or a complete new set (revision) of bylaws? That can make a difference.

it also makes a difference if the chairman is simply re-proposing the same set of bylaws or bylaw amendment that were rejected at the last meeting.
 

I’m not sure what he is doing based on your description.

On 8/11/2024 at 7:50 AM, Guest KennymSQ said:

It seems like it's not realistic to keep voting over and over again until something changes.  Is there an alternative? 

The candidates may agree among themselves that one of them will withdraw based upon a coin toss, drawing straws, a roll of the dice, etc.

in addition, I believe there is a provision in RONR for the assembly to adopt a motion to suspend the rules and remove the candidate with the fewest number of votes from the ballot, but that must be done by a 2/3 vote and the candidate who was dropped from the ballot still remains eligible for election by write-in votes. However, I am not able to find that provision at the moment.  I believe it is in a footnote, and I always have a hard time finding that provision.

Edited again to add: I just found that section. It’s in the footnote to section 46:32. “An organization could suspend the rules, or adopt a special rule of order, so that the nominee with the fewest votes is dropped from the list of nominees for succeeding ballots in the expectation that voters will then confine their choice to the remaining nominees. Only a bylaw provision, however, could make the dropped nominee ineligible for election so as to render illegal any subsequent votes cast for that nominee.”

On 8/11/2024 at 6:43 AM, Dan Honemann said:

The assembly can prohibit the presence of persons who are not members of the group that is meeting.

Thank you, Mr. Honemann. I was about to say the same thing, but it carries a bit more weight coming from you! And I don’t think I would have said it quite as succinctly. 😊  

On 8/10/2024 at 5:06 PM, Weldon Merritt said:

Dr. Henry Robert? I am not aware of his having earned a doctorate in any field (but I could be wrong).

I agree. I apparently inadvertently referred to General Robert as Dr. Robert. I will correct it. Thank you for catching the mistake! 

On 8/10/2024 at 1:41 PM, Josh Martin said:

I think we have disagreed on this issue in the past, but if a resignation has been submitted, my personal view is that it is proper to give notice that, contingent upon the acceptance of the resignation, the board will fill the resulting vacancy at the upcoming meeting.

I agree. That is my understanding as well. I believe that point has been discussed several times in this forum. 

On 8/10/2024 at 1:05 PM, Guest Ken W said:

Does the appointment of a parliamentarian by the Chair require an approval vote by the body?

 

On 8/10/2024 at 1:49 PM, Josh Martin said:

No, unless your rules so provide (which they should not).

I’m not so sure I agree. RONR says the president “”should be” free to appoint one in whom he has confidence“.  That is not the same thing as saying he “is free“ to appoint one in whom he has confidence. A study of the book Parliamentary Law by Dr. General Henry Robert will show that it is Mr. Robert’s advice that the bylaws provide for the authority of the president to appoint a parliamentarian. I take that to mean that without such authorization, the president does not have that power. 

Edited to add: in fact, Parliamentary Law says on page 324 that a parliamentarian “should be appointed by the president, subject to the approval of the board, in advance of the meeting at which he is to serve“. On page 326 it says “the parliamentarian should always be appointed by the president, subject to  confirmation by the board or the convention.“