Richard Brown

Guest Prestocran, how and by whom are your board meetings currently being scheduled and what EXACTLY do your bylaws say about when board meetings shall be held? How and by whom may regular and special meetings be called? Does the president have the authority to call special meetings? What about regular meetings?

I don't see how §1:6 has anything to do with when meetings are held, which is the OP's question as I understand it. RONR is silent as to whether a board or any other body must schedule its meetings at a time when all members are available to attend. There is no such requirement in RoNR. As to the statement that "all votes are unanimous", we are not told if this is a rule of some kind or if the board is such a congenial body that nobody ever dissents. I hope Guest Prestocran will enlighten us. But, regardless, 1:6 and other provisions in RoNR do say that absent a customized rule to the contrary, decisions are made by a majority vote of those members present and voting. Now, if the bylaws or special rules of order require that ALL board members (not just a majority vote) agree to proposed actions, that is a different issue. If there is such a requirement in your rules, Guest Prestocran, please share that with us and quote for us that provision verbatim.

Either that or someone is insisting that Robert's Rules used to refer to recall elections. I'm not aware that any edition of Robert's Rules of Order ever provided for recall of officers, but I defer to you and Mr. Gerber and Mr. Honemann on that point.

No, it's because RONR describes the proper methods of "giving notice". Mentioning notice of something in an agenda does not meet that criteria. Edited to add: I suppose the fact that an agenda has not been adopted could also be a factor, but I'm relying primarily on the fact that it is not one of the methods of giving notice specified by RONR.

I agree that this is the USUAL role of a committee, but it is possible to create a committee "with power" -- that is, power to do or execute what it is recommending as long as it is within the designated powers of the committee. In other words, such a committee is not limited to making recommendations.

Agreeing with Mr. Elsman, the member who said RONR prohibits “revisiting“ a motion previously adopted is mistaken. The motion to reconsider is another means of “revisiting“ something, but as Mr. Elsman stated, that would not be the appropriate motion to use in this situation. I will also note that, unless this is a small board of no more than about a dozen members and the board is using the small board rules, it would be inappropriate for the chair to make the motion to amend or rescind something previously adopted. The motion should be made by another member unless this is a small board.

A statement by the chair at the beginning of the meeting along these lines would be appropriate: "On behalf of the board, I welcome our guests and thank you for coming. I remind our guests that this is a meeting of the board, not of the general membership. Although general members are welcome to attend, debate and discussion of matters before the board will be limited to members of the board. General members are permitted to address the board with their concerns during the public comment period at the beginning of the meeting (or at the end of the meeting), but are not permitted to speak or address the board during consideration of agenda items and other motions." Note: If you do not have a "comment period" for members to address the board, you might consider adopting such a procedure. It might even be required by your bylaws or by law if this organization is something like a homeowner or condo association or public body such as a school board.

I think that all of those provisions could be (and probably should be) in special rules of order unless there are conflicting rules in the bylaws. An example would be (an unwise) provision in the bylaws that "all motions shall be decided by majority vote". I don't think a special rule of order requiring a higher vote threshold for email motions would override that bylaw provision.

I agree. The AUTHORIZATION for email voting should be in the bylaws, but the rules and procedures for email voting should ideally be in special rules of order. I did not intend to suggest that those rules should be in the bylaws.

Agreeing with Mr. Katz, I will also point out that you are already allowing discussion prior to a motion being made by permitting "the presenter" to provide information and make a recommendation.

I would caution against a simple statement in the bylaws that authorizes email voting. If you are going to authorize It, you should adopt rules prescribing the process at the same time. Unless you have some experience with it, you have no idea of the kinds of issues that arise with email voting/ Some examples are: Can one member submit a motion to be voted on by email or must a motion be co-sponsored by several members? How many? Can an email motion be amended? How? by whom? Exactly what will the process be? Will there be "discussion"? How and how much? How long will the vote be kept open? Can a member change his vote after voting but prior to the deadline for submitting votes? And more: What will the vote threshold be? How many members must vote in order for the outcome to be considered valid? What if less than a majority of the members vote? How will blank ballots be treated? These are some of the reasons RONR strongly advises against voting by mail and email.

Well, perhaps it is not clear to the OP as a non-parliamentarian, but as a parliamentarian it seems pretty clear to me that based on the rules and definitions in RONR, which is their parliamentary authority, that the vote threshold will be “a two-thirds vote” as defined RONR. Since it is a vote by mail, or by email, I would interpret it to be the vote of two thirds of those members actually voting, excluding blanks and abstentions, rather than a vote of two thirds of the entire membership. I think the words “of the Association“ are being used simply to define the voting body and to specify that it is the membership, not the board or some other body, that must approve bylaw amendments. RONR provides that if the intent is that the vote required to amend the bylaws be the affirmative vote of two thirds of the entire membership, the provision should clearly say that. The quoted provision does not clearly say that. I think the OP is asking us, as parliamentarians, how we interpret that provision. I acknowledge that perhaps it is not clear to him, but I think that is the reason he is asking us. I do agree with you that it could perhaps be made even more clear by using the language you suggested, which is the language suggested by RONR.

Yes, thank you for catching that!!! I meant two thirds! Edited to add: I went back and made the corrections. Thanks again.

While I agree with Dr. Kapur that it is best to clarify the vote requirement before the amendment is adopted, I believe the vote requirement is sufficiently clear, and the vote requirement is a regular majority vote two thirds vote of those members present and voting, or, in the case of a mail or email ballot, the majority two thirds of the votes cast . Keep in mind that according to the Rules in RONR, an abstention or blank ballot is not a Vote. It is my opinion that per the rules in RONR, in order for the vote requirement to be the vote of a majority two thirds of the entire membership rather than a majority two thirds of the votes cast, the bylaws would have to explicitly say so. I believe the specification that the Vote shall be . . .”of the association” is simply defining the body which will be Voting. An amendment to the bylaws requires a majority two thirds vote of the association rather than of the board. The phrase “a two-thirds vote” has a clearly defined meaning in RONR. ultimately, this will be a question of bylaws interpretation, something that only the members of your association can do. We cannot interpret your bylaws for you.

No. However, depending on your bylaws, it MIGHT be possible for such a committee chair to be removed through disciplinary proceedings or by removing the member from the board if he chairs the committee by virtue of being a board member.

How did the secretary “reject” the amendment and what was this amendment? Please explain that. I don’t understand how a secretary can “reject” something.

Guest Danielle, something for you to keep in mind that has not yet been said is that although the guest may not have had the right to make the motion proposing his amendment, if he in fact made the motion anyway and nobody raised a timely point of order and the motion (amendment) got adopted, it is too late to complain about it. A timely point of order raised at the time the guest made the motion would have been required. If no timely point of order was raised at the time and the motion got adopted, the only way to challenge it is for a member to make (and for the assembly to adopt) a motion to rescind (or amend) something previously adopted at a future meeting.

Thank you. I came back right after I made my comment to edit it to add the part about abstaining on questions in which the member has a direct personal or pecuniary interest in the matter not in common with other members, but got distracted by something and never completed the edit. This is the closest RONR comes to talking about conflicts of interest. Here is what RONR (12th ed.) says about it in section 45:4: Abstaining from Voting on a Question of Direct Personal Interest. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances.

Not according to the rules in RONR (Robert's Rules of Order Newly Revised, 12th edition).

The way I read your description of what is happening, this proposed mail ballot is to be a vote of the MEMBERSHIP, not a vote of a Board. Is that correct? If so, what relevance is that statute to a vote by the MEMBERSHIP? It seems to me that is the question you should be asking your attorneys. I think some people, particularly the member who is objecting, may be ignoring the distinction. Edited to add: If you want to consult with someone who is both an attorney and parliamentarian, you might look into a referral from the American College of Parliamentary Lawyers https://parliamentarylawyers.org/ If you want to consult with a credentialed professional parliamentarian who can give you individualized personal advice, you might check with the National Association of Parliamentarians (NAP). They have a referral service. https://www.parliamentarians.org/ Here is a link to their referral service: https://www.parliamentarians.org/find-a-professional-registered-parliamentarian/

I'm still not convinced that the "Holiday Party" is actually a meeting at which business can be conducted, but I concede it likely is such. I think more information would be useful and it is ultimately a matter of bylaws interpretation. Guest Wayne, do the bylaws say anything else about the Holiday Party? Do they reference it anywhere else, such as providing that there shall be a Holiday Party in December? I just feel like something is missing here. It might well be that the "Holiday Party" serves as the annual meeting, but I am certainly not convinced of that at the moment. The quoted bylaw provisions say that if an election is contested, the ballots shall be counted at the party and the winner announced. So, I still have the question i asked earlier: When is the annual meeting? When do the elections take place? If the new officers take office in May, the elections would normally take place in March or April or even in May, but not in December. So, when do elections take place if one or more offices are contested? Note: I'm leaning toward the conclusion that the Holiday Party is in fact a meeting at which any business can be conducted, but I'm just not quite there yet.

I have been wondering the same thing and I’m anxious to see exactlywhat the bylaws say about this. I am puzzled by the bylaw provision apparently requiring that the officers be approved by acclamation at that event, especially considering the officers take office in May of each year, which is some five months after the Christmas party. I’m also wondering whether the bylaws refer specifically to this Christmas party and whether they refer to it as a meeting or as something else. Knowing exactly what the bylaws say about this event and about the approval by acclamation of the officers is important. That leads to this question: when are the elections held? It seems odd to hold a “meeting” for the approval by acclamation of the officers either seven months after they have taken office or five months before they take office. That is just plain odd.

In my opinion, the rule you referred to may be suspended.

It might be that elections, terms of office, initial officers, etc. are covered in the articles of incorporation

I would think you would want simply a motion to limit or to close debate. It does not need to be a motion to suspend the rules any more than such a motion to suspend the rules is needed when limiting debate pursuant to the speaking limits in RONR. The whole purpose of the motion to limit debate is to limit debate to something less than what the rules permit.