Richard Brown

Agreeing with Drs. Stackpole and Kapur, I don't know how we can make it any clearer. If Skype meetings are authorized in your bylaws, then a Skype meeting is a meeting and a majority vote will suffice as long as a quorum is participating. If you're bylaws do not authorize meeting by Skype, then it is not a meeting and all members of the committee must agree to the report. Note : as I believe someone else has already pointed out, it is possible that electronic meetings of this committee could be authorized by a motion or special Rule of Order, but that is a different issue. The key is whether Skype meetings are properly authorized.

That provision applies only when a committee is unable to meet. If the committee is able to meet, it can adopt the report by an ordinary majority vote.

I think the authors mean that if there is no committee meeting, the report must be agreed to by all committee members. Edited to add: the language on page 503 seems crystal clear: "If it is impractical to bring its members together for a meeting, the report of the committee can contain what has been agreed to by every one of its members".

Sure, but the minutes should not include discussion. Minutes should be a record of what was done, I.e., motions adopted, not a record of what was said. In fact, it is rather common for the draft minutes to be sent to the members of the assembly prior to the next meeting so that Corrections go much faster. There is usually no need to actually read the minutes if they have been distributed in advance.

The following provision from the NAP (National Association of Parliamentarians) bylaws is a good example of such a provision:

A simple statement in the bylaws that "meetings may be held by teleconference provided all participants can hear each other simultaneously" will suffice. However, additional rules regarding telephone meetings might be appropriate. See "Sample Rules for Electronic Meetings" in the CD-ROM version of the 11th edition of RONR. It's in the middle of the page a little ways down from the top: http://robertsrules.com/

Yes, and said exhibits become part of the bylaws if the bylaws if the language is worded properly. Such language might say something like this: "In order to remain in good standing, members must submit evidence annually that they have complied with the "Conditions for maintaining good standing" which is attached hereto as Exhibit A.

I agree with the response by Guest Zev, but I think he made things a bit more complicated than necessary for the purpose of the original question. Guest James, the postponed motion should be announced by the chair as the pending question when Unfinished Business and General Orders is reached in the order of business. It really shouldn't be called "old business", but regardless of what your organization calls it, that is time that it should come up and it should be announced by the chair. If the chair forgets it, someone should bring it to his attention with a point of order or a call for the orders of the day. It need not be hyper-technical. A simple,, "Mr. Chairman, I believe we need to take up the motion postponed from last week" will suffice just fine. Then debate picks up where it left off at the previous meeting. The right to debate is renewed, meaning that each member may again speak twice for up to ten minutes each time, etc.

J.J. raises an interesting question, one that I had in mind as I was reading the original question. Ultimately this might be a matter of bylaws interpretation for the society itself to decide, but I tend believe the scenario and type notice JJ referred to above would constitute proper notice. That might not be the best practice, but I believe it is a permissible practice.

Agreeing primarily with GWCTD, a motion remains in effect until its purpose has been completed or it is amended or rescinded. So, in that sense, the answer is "Yes". However, subsequent boards or committees may rescind or amend the motion, so therefore subsequent boards and committees are not necessarily bound to continue the project. Edited to add: I am assuming that the board or committee you are referring to has the actual authority to adopt such a motion. It would be unusual for a committee to have the power to do so.

RONR has no special rules for a two person board or association, but it does have what it calls the "Small Board Rules" where the chair participates pretty much just like the other members... and votes along with the other members. However, if there are only two of you, I would think you would be able to sit down and work things out and make decisions just like any other two or three or four people would do. I don't think formal rules should normally be necessary. FWIW, Rich DeVos, one of the founders of Amway who just died, and Jay VanAndel, his partner and co-founder, used to take turns serving as president and as chairman of the board.. I don't know this for a fact, but I have a hunch the practice started when the "board" probably just consisted of the two of them, or maybe them and their wives. When DeVos died last week, he was a very rich man.

No, not as I understand RONR and previous threads on this topic. RONR and the authorship team are consistent in saying that unless the organization has a rule to the contrary, even with an adopted agenda, new business which is not on the agenda may indeed be introduced from the floor at the conclusion of the other business. New business which is not on the agenda may be introduced from the floor during new business unless the organization has a rule to the contrary.

Why would you be leaving it up to the new board to figure out? Aren't your officers elected by the general membership?

Unless your own rules provide otherwise, members have the right to cast write-in votes. It's possible for someone to be elected with just one write-in vote if no one else receives one. We have found that once someone is actually elected, or sometimes even just nominated, that person will agree to serve after all even though initially not willing to run. If your bylaws require that the election be by ballot, you must use paper ballots and cannot waive or suspend that provision. If ballots are not required by your bylaws, the group can still elect to vote by secret ballot. That makes write-in votes possible.

I agree with Mr. Huynh that the member cannot change his vote in the circumstances you described. However, if the member is disappointed that the motion was adopted, he can do as Transpower suggested and move to "Rescind or amend something previously adopted" at a future meeting. Doing so requires a majority vote if previous notice of the motion to rescind is given and requires a two thirds vote or the vote of a majority of the entire membership if no notice is given. "Giving notice" means giving verbal (or written) notice at the preceding meeting or including such a notice in the call (notice) of the meeting at which he intends to move to rescind or amend the previously adopted motion.

Oops!!! LOL!! C'mon, Guest DB3: We need more information!

I have been wanting to make some comments and ask some questions about this situation for the past few days but have not been able to do so because of time constraints. I do hope to return later today or tomorrow. For now, I will say that it has been my opinion from the beginning, and continues to be my opinion, that the original declaration of the chair that candidate S was the winner stands and that S was indeed elected to the position. I see no evidence that whatever mistakes the chair might have made in that initial declaration constitute a continuing breach. Those mistakes were therefore waived when no-one raised a timely point of order. The chair had no authority to order a re-vote some 40 minutes later after conducting intervening business. I believe the re-vote was improper and that the chair's subsequent declaration that H had won the election was null and void and constitutes a continuing breach. S had already been elected to the position. The question is, "What can be done about it, short of going to court, since the convention is over?".

I don't know that I would say it can be overruled by a single member, but any motion can be defeated by a single member if the bylaws require unanimous consent for passage. Guest Eric, can you post the exact language regarding unanimous consent from the bylaws? Quote exactly, don't paraphrase.

The treasurer's report actually should never be formally accepted. The treasurer simply gives the report, the president thanks the treasurer for the report and then moves on to the next item of business. At most, the chair could say the treasurer's report will be placed on file, but that is something that should happen anyway.

I'm confused, too. It appears to me this is perhaps a matter of conflicting provisions within the organization's bylaws. My take on this is that the bylaws set up a permanent bylaws committee but also provide for the convention committee to create a subcommittee to review the bylaws. If so, this is a matter of interpreting the organization's bylaws, something the organization itself must do. Setemu, can you provide us with a little more information? It seems I'm not the only one confused. Edited to add: Upon reading the other responses that have been posted to date and re-reading the original post, I realize I likely misunderstood what the situation is. And i still don't understand it.

Guest Sandi, to properly answer your question, we really need more information as mentioned by the previous responses. Knowing what your bylaws say about the creation of committees and the powers of the president is necessary for properly answering your question. I would add, though, that even if the president has no authority to create (or to disband) an official committee to draft new bylaws, he is perfectly free to collaborate with anyone or any group of people he wants to for help in drafting a new set of bylaws which he intends to submit or to get someone to submit on his behalf. He can call this group whatever he wants to: "my advisors", "my committee", "my cohorts in crime", or whatever, but this group of people is not an official committee of the organization unless the bylaws give him the authority to create it. He and a group of fellow members are still free to meet over drinks at Joe's bar to discuss whatever aspect of club business they want to.... just as you are free to do the same. That is, after all, probably how coups and takeovers are usually hatched.

Mr. Huynh is correct. If you are not a member of the board, you may not have the right to speak at all without permission. As an alternative, you can try to get a board member to make the point instead or just wait and point out the mistake after the meeting is over.

I don't like it, either, but I think that is pretty much the only alternative we have under RONR. A direct confrontation would be out of order. The report is not a debatable question. I don't think so, at least not in this case, because the person presenting the report has already said (erroneously) that you get yellow purple when you mix A and B. I suppose I could ask, though, what color do you get when you mix red and green. (Edited to add underlined portion). If you are clairvoyant and know in advance what he is going to say in his report and you have a document that will rebut it in your briefcase, fine... great! It has been my experience that that rarely happens and we are usually taken by surprise by something said in the report and have only our memory and life experiences to rely on in that sort of spontaneous exchange. Well,I suppose that instead of saying "I was taught in high school science that red and blue produce purple", you could say, "I just now pulled out my cell phone and asked Google what color you get when you mix red and blue and it says you get purple, not yellow. Is it your position that Google is incorrect"?

Any member who is presenting a report, including the president (or chairman), is subject to being asked questions about the report at the conclusion of the report. The report is before the assembly. This could be in the form of "Requests For Information", formerly known as "Point of Information". Because of the rules of decorum, you must be careful how you ask the questions and must not accuse the presenter of wrongdoing or of knowingly presenting false information or of being an idiot. Assume the member making the report is recommending painting the clubhouse red and blue with yellow trim and said, for example, that "there is no need to buy yellow paint because if you mix some of the red and blue, you get yellow". You could try to correct him for example, by saying something like, "Mr. Chairman, are you sure? I recall learning in high school science that when you mix red and blue you get purple, not yellow. You get yellow when you mix red and green. Is my information incorrect? If he insists that you do indeed get yellow when you mix red and blue, you might then move to refer the matter to a committee for further study. If he concludes his report with a motion, such as "I move that we paint the clubhouse red and blue with yellow trim and that we mix some red and blue to get yellow paint for the trim", and the motion gets seconded and is before the assembly, it can then be amended to straighten the mess out to provide that a quart of yellow paint be purchased for the trim. Or you could amend it to paint the trim purple so there is no need to buy yellow paint and the red and blue could be mixed to get the purple paint.