Richard Brown

I agree completely with Dr. Kapur and am posting this response only to provide a link (and quote) to the provision in RONR on signing the minutes. It's on page 471: "THE SIGNATURE. Minutes should be signed by the secretary and can also be signed, if the assembly wishes, by the president. The words Respectfully submitted—although occasionally used—represent an older practice that is not essential in signing the minutes." And then there is this on page 476: "When the minutes are approved, the word Approved, with the secretary's initials and the date, should be written below them"

I agree with the previous comments, and especially with the observation by Mr. Merritt that having an odd number of members on a board or committee, such as 5 rather than 4, can make it easier to obtain a quorum. I do occasionally hear laymen say that there should be an odd number of members on a board or committee. Whenever I ask them for their reasoning, it seems to be based primarily on their erroneous presumption that tie votes should be avoided and that a tie vote somehow leaves things in limbo. Apparently a lot of people just don't understand that a motion fails on a tie vote.

I'm not sure I understand the question/situation. Do I understand correctly that there is a motion to refer a certain matter to a certain committee and someone desires to amend the motion to refer to send the matter to a different committee rather than the one originally proposed? If that's the situation, it seems in order to me, provided it isn't a matter which should be referred to a standing committee. Also, had the matter already been referred to a committee that had already started work on the matter? if so, that presents a problem because that first committee must be discharged from further consideration of the referred motion/matter. A motion to discharge a committee can be subject to a special vote requirement. More information on this situation would be helpful.

Unless your rules provide otherwise, a resignation must be submitted in writing or made orally in a meeting. It is up to your organization to determine is a statement that "I quit" in an email exchange is sufficient. Such statements are often made impulsively in anger. However, again, unless your rules provide otherwise, whether made in writing or orally in a meeting, a resignation is a request to be excused from a duty and does not become effective until accepted by the assembly (or whichever body is authorized to accept resignations. Some organizations authorize the president to accept resignations and some organizations provide that a resignation is effective upon receipt. But, if RONR is your parliamentary and you have no other rule on the subject, a resignation must be accepted. Frequently the person who intended to resign has a change of heart, either on his own or because of pressure from other members, and wishes to rescind he resignation. That is permissible as long as the assembly has not taken action on it.

Perhaps this passage on page 456 of the 11th edition of RONR will be helpful. It's in a section on "Suggestions for Inexperienced Presiding Officers": "The president should never be technical or more strict than is necessary for the good of the meeting. Good judgment is essential; the assembly may be of such a nature, through its unfamiliarity with parliamentary usage and its peaceable disposition, that strict enforcement of the rules, instead of assisting, would greatly hinder business. But in large assemblies where there is much work to be done, and especially where there is likelihood of trouble, the only safe course is to require a strict observance of the rules." It seems to me that this might be applicable in your particular situation. There is no need to be more formal than is necessary to peaceably and amicably accomplish the business of the society. I do agree with the others, however, that since disagreements do inevitably occur, it is wise for the chair, at least, to have a working knowledge of RONR and to always have a copy available. RONR In Brief can be very handy in providing guidance on basic procedure, but it is not nearly as helpful as "The Right Book".... RONR... when disputes arise.

Larry, supplementing my post immediately above, I want to clarify something. If your bylaws require the vote of a majority of the members present or a majority of the entire membership, the word "membership" in that sense refers to the membership of the body which is voting. That may or may not be the general membership. If your bylaws require the vote of a majority of the entire board in order to pass a motion, and you have a 15 member board, then, in that case, it would require 8 yes votes in order for the board to adopt something. However, unless your bylaws clearly specify something different, a majority vote is a majority of the votes cast, ignoring blanks and abstentions. It would normally mean simply more yes votes than no votes, regardless of abstentions, blanks, and absences.

A majority is more than half. it is not 51% or 50% plus one. It means simply "more than half" . A majority vote is more than half of the votes cast, ignoring abstentions and the blanks. A motion is adopted and a person is elected to office if it receives more than half of the votes cast unless your bylaws or some other rule provides for a different threshold, such as a two-thirds vote or the vote of a majority of the members present or a vote of a majority of the entire membership. Assuming a quorum was present, a vote of 6 to 4 is absolutely a majority vote. You ignore absent members as well as abstentions and blank ballots if it is a ballot vote. BTW, an abstention is not a vote. To the contrary it is a refusal to vote. Edited to add: For more information, you might review Frequently Asked Questions # 4, 5 and 6 on the main page of the forum: http://www.robertsrules.com/faq.html#4 For still more information, see pages 400-407 in RONR re "Bases for Determining a Voting Result". Also, fwiw, it is not usually necessary to do complicated math in determining whether a majority vote has been achieved. A majority vote on a motion means simply that the motion received more "Yes" votes than "No" votes. No need to do complicated math (except, possibly, in those cases where the vote of a majority of the members present or the vote of a majority of the entire membership is necessary).

For starters, please explain to us what you mean by a "president at large". That is a term that is foreign to us and is not even mentioned in RONR. I honestly have no idea what you mean by the term. It is very doubtful that the "president at large" automatically becomes president, but we need to know more about what you are talking about. Usually the vice president automatically becomes president upon the death of the president or a vacancy in the officer of the president. Do you have a vice president? What do your bylaws say about a vacancy in the office of the president? Do they say the vice president becomes president?

Duplicate post I initially thought this was the same post as the one you posted two or three minutes earlier, but i see that the wording is slightly different. We still need to know more about just who and what this "president at large" is and how one becomes a "president at large". Note: It is very confusing to our members when you have two almost identical posts pending at the same time. It might help if you ask one of the moderators to delete one of them.

It seems to me that whatever salaries are approved should be specifically noted in the minutes, otherwise there is no official record of what the official salaries are supposed to be. The usual way of doing that is to specify the salary in a motion. I do not believe that just specifying a range is sufficient or that a statement that the salary is within the amount budgeted is sufficient. The actual salary needs to be noted somewhere, even if it is only in the contract of employment.

Huh? A what committee and a what committee may be required?? Is that some new lingo? I can find it in RONR.

Caryn Ann, unless a counted vote has been ordered, RONR provides on page 469 that the minutes should reflect only whether the motion was adopted or failed. Whether the vote was taken by a voice vote, rising vote or show of hands is irrelevant. I believe whether the chair announced the numbers in his count is also irrelevant, with the one possible exception noted below. The only two times that RONR says that the minutes should include the vote count are when a count has been ordered and when the vote is by ballot. Here is the pertinent language on page 470: "When a count has been ordered or the vote is by ballot, the number of votes on each side should be entered; and when the voting is by roll call, the names of those voting on each side and those answering "Present" should be entered. If members fail to respond on a roll-call vote, enough of their names should be recorded as present to [page 471] reflect that a quorum was present at the time of the vote. If the chair voted, no special mention of this fact is made in the minutes." What RONR is not clear on, at least to me, is whether it makes any difference whether the counted vote was ordered by the assembly or by the chair. It seems clear that if the counted vote is ordered by the assembly, the count should be included in the minutes. However, RONR says in several places that when the chair is in doubt, he "the chair" may order a counted vote. Whether this has the same effect, at least for inclusion of the vote count in the minutes as a counted vote ordered by the assembly is not clear. Although I see no problem with doing it either way, I would personally be inclined to err on the side of caution and include the results of any counted votes ordered by the chair as a counted vote in the minutes. The chair did "order" it, so I think I come down on the side of saying that it is a count that was ordered. An "ordered vote" is an ordered vote regardless of who ordered it. Hopefully, the 12th edition of RONR will clarify that issue. It's an easy enough issue to clarify. In the meantime, it seems that is largely within the discretion of the secretary and the assembly. I think you can establish a written rule or a custom either way. The society is ultimately in control of what goes into its minutes. On a related issue, I don't recall any clear guidance in RONR as to whether the fact that a motion was adopted by a two thirds vote, such as a motion to rescind something previously adopted without notice, should be noted in the minutes as having been adopted by a two thirds vote. If it is in RONR, I do not recall it. My own opinion is that if the chair states that "the motion, having achieved a two thirds vote, is adopted" could and perhaps should be included in the minutes. Such inclusion makes it harder for someone to later claim that it failed to receive the required two thirds vote. If I am mistaken.... and I haven't researched it this morning... will be happy to be corrected. But, before anyone says anything, I do agree that there is no requirement for the two thirds vote to be included in the minutes, but i also don't see it as a mortal or even a venal sin to include it. When the minutes are up for approval, the statement that the motion was adopted by a two thirds vote can certainly be amended to strike "by a two thirds vote". btw, I do not believe the mere fact that the chair includes the vote count in his announcement means that the count should be in the minutes. One purpose of the chair stating the vote count is so that other members, who question the accuracy of his count, may move for the vote to be counted by another method, such as a rising counted vote or a roll call vote or a vote by ballot. His stating his "count" does not mean it should automatically be included in the minutes. If your organization wants to do that, it should adopt a special rule of order to that effect.

Isn't that what I said? Or were you typing at the same time I was?

Yes, you are correct. Unless your bylaws provide otherwise, the only rules which can be suspended are rules that are in the nature of rules of order. Your provision on life membership is not a rule of order, but is essentially a qualification for membership as a life member. That is a provision that cannot be suspended.

No, that's not necessarily true. Wait until guest Moksha answers our questions . Holding the meeting without proper notice having been given can be much more problematic than holding the meeting at a later date when proper notice is given, notwithstanding the provision in the bylaws which specifies a date for the meeting.

Guest Moksha, while you are at it, please quote your bylaw provision regarding terms of office. Be sure to include any provision that says officers shall serve for a term of X years and / or until their successors are elected. Also include any language as to when the new officers take office.

I agree with J.J. it is more important to give the proper notice. Nothing disastrous happens if you fail to have the annual meeting at the specified time, but if you have it without giving proper notice, everything done at that meeting can be called into question.

Amen!!

I agree with Dr. Stackpole. As I understand it, she was facing disciplinary/removal from office charges, but they were "dismissed" and she was allowed to resign. Or the charges were dismissed after she resigned. Whatever. If that understanding is correct, then the situation returned to the status quo as it existed before the motion to remove her was initiated. Unless the disciplinary proceeding assuming it was in fact discipline, imposed some sort of restriction against running for office in the future, she is free to run again as far as RONR is concerned. The solution, as Dr. Stackpole stated, is to not vote for her. But, keep in mind, since yes/no votes in elections are generally improper, there must be another candidate who members can vote for. The only way to vote against a candidate in most elections is to vote for someone else. That means someone else must be nominated or could be elected through write-in votes.

I agree with the response/questins by Atul Kapur, but will also point out that RONR provides for voting in person in meetings. Absentee voting of any kind... by mail, by proxy, etc... is not permitted by RONR unless specifically authorized in your bylaws. Since your bylaws do authorize it, it is up to your organization to determine how to handle the tabulating and announcing of the results. Normally, per RONR, results of votes are announced in meetings, but when an organization uses mail ballots, it should provide for how, when and by whom the ballots are tabulated and the results made known. If your organization has no rule or custom as to tabulating or announcing the results, they should be announced at the next meeting. Are you sure that your bylaws, special rules of order and standing rules don't have any provisions for announcing the results? Who tabulates the results? Is that covered anywhere in your rules?

These are administrative duties and details of the organization and its officers and are outside of the scope of RONR, which is concerned with how to conduct meetings. The language used on that page in RONR is illustrative of how things would normally work and what the chair might (and maybe should) say. However, what, if anything, the president can order other officers to do is outside the scope of RONR. Based on the example in the book, it does seem like the treasurer definitely should write the check and the secretary (or the president) should write a cover letter, but that passage should not be construed as giving the chair or the president the authority to order the other officers to do anything. It is just something that should occur naturally unless the organization has its own procedure for how those details are carried out, such as, someone else having the authority to write checks. If the appropriate officers fail or refuse to carry out the motion as adopted, they can be subject to disciplinary action and even removal from office. Edited to add: See, for example, this language on page 456 of RONR: "Administrative Duties of the President of a Society. All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it."

Yes. In fact, he should do so if it is not already included in the adopted motion and if no other member does so. Edited to add: See pages 168 - 176 regarding the motion to Commit or Refer

Possibly. It depends primarily on your bylaws. If your organization as a whole elects the Board (usually at the annual general membership meeting) and then the Board selects the officers, the officers do not have to be board members or even members of the organization unless your bylaws require it. A complete outsider can be elected president or to any other office unless your bylaws require that officers be members of the society and/or the board. However, an such non-member officers will not have a vote on the board and may or may not be entitled to even attend board meetings, depending on your bylaws. The board may permit them to attend and participate (but not vote), but that is different from having the right to attend. If the bylaws say the president shall preside at board meetings, then he has a right to attend them, but that provision doesn't apply to the other officers except possibly the vice president if the president is absent. If your bylaws say there shall be an executive committee consisting of the four officers, then it is my opinion that any "outsiders" who are officers are by definition members of the executive committee.... but not of the board.... and may vote at executive committee meetings. Let me add, though, that the likelihood of outsiders being elected as officers is probably remote, but it does happen. If you want your officers to be members of the organization and/or the board, your bylaws should say so.... or just don't elect someone who isn't a member. Just because someone is a candidate or has been nominated doesn't mean that anyone has to vote for that person.

I agree with Mr Katz. If this is a public school board, it is almost certainly considered a public body and is likewise almost certainly covered by your state's open meetings laws (sunshine laws) or some other authority which has a higher ranking than RONR. Those laws usually include restrictions on when the body can go into executive session and they also often prohibit votes from being taken in executive session.

That sentence is causing me a little concern. Do your bylaws actually say that there is an executive committee and that it consists of those officers or does your organization only "consider" them to be an executive committee? There is no executive committee unless it is provided for in the bylaws.