Richard Brown

MBUSA, here is the pertinent language from page 407 of the current 11th edition of RONR. You can judge for yourself whether you think it is applicable. 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.

RONR does not require disclosure of a financial interest in a matter to be voted on, but it does say that a member with the type financial interest being discussed should abstain from voting on such a matter. A member does not need to provide a reason for abstaining. I believe that the failure to either disclose such a financial interest or to abstain from voting in that situation could be grounds for censure or even possible disciplinary action against the member.

Or, said another way, nothing in RONR prohibits it.

I would say that RONR does address the issue on page 407 regarding abstaining from a vote when a member has a direct personal or pecuniary interest not in common with other members of the organization. It sounds to me like that might be the case here.

Oh, jeez, that's what happens when I post using my cell phone!

Intermom, you may have bread in this forum that some of us frown upon the practice of having the board members sit at a head table at the front of the room. That is because at a meeting of the membership, the board is not present as a board. The board members who happen to be present at a membership meeting are present in their individual capacities as members of the organization and have no special status as board members. However, as has already been pointed out, RONR contains no such provision.

Guest Keyz Mike, is it your intent that the approval of the minutes also be done by email rather than in a meeting? If so, that would amount to absentee voting (or voting by mail) and would have to be authorized in your bylaws.

I think guest Zev nailed it pretty well. I will add that having to cast The ballot in front of three officers seems rather, well, drastic and oppressive, but your organization is free to adopt whatever procedures it wants to.

Jolbran, agreeing with my colleagues, it would help if you would elaborate a bit.and also explain what you mean when you say the item was tabled. Like Atul, I tend to think what you actually did was postpone the item, but we need more information to be sure. I also don't understand what you mean by having it placed on each agenda for reconsideration. Also, I don't see where reconsideration is involved.

Based on your description of the way the votes are expected to be cast, you are correct.

Sheila, are you perhaps thinking of approving the corporation's minutes at least every quarter rather than reviewing them?

I agree with Mr. Geiger. There is no rule in RONR requiring a quarterly review of a corporation's minutes or of any organization's minutes. Just out of curiosity, who is it that someone thinks should be reviewing said minutes and why?

I agree that a member has the right to vote up until his resignation is accepted, but the resignation itself does not count as a vote. It is, rather, the document which is being voted on. Also, a motion fails on a tie vote, so as long as there is a tie, the resignation has not been formally accepted.

I'm not so sure I agree. It might well be that the president elect finishes the current unexpired term of the president and then serves a full term in his own right. After all, he was elected to serve a full term, not just to finish out someone else's term. I don't think we know enough to say that he simply finished out the term of the president who resigned. Ultimately, it is up to this organization to interpret its own bylaws on this issue and to decide the issue for itself.

I agree with Mr. Mervosh. It is quite clear that once debate or voting begins, the lack of a second is immaterial. Edited to add: I don't think it really matters whether one says that the motion has, in effect, been seconded once debate begins or if we say that the lack of a second becomes immaterial. The effect is the same: The lack of a formal second is no longer important.

Easy to do. I often overlook something in the title, too, because I'm concentrating on the actual post... the actual question.

Based on the language on page 457 of RONR, I would say that the president-elect does not fill the vacancy created by the resignation of the president unless the organization's bylaws provide that he does. Ultimately, this is probably a matter of the organization interpreting its own bylaws.

As my colleagues stated, the answer to your question likely depends on your own bylaws. Also, I'm not sure what you mean by names being submitted to the entire organization board "for their approval". The nominees nominated by the nominating committee don't need to be approved by anybody else unless required by your bylaws. The whole purpose of the nominating committee is to come up with the best candidates and no other person or body stands between the nominees selected by the nominating committee and the actual election of the officers except, possibly additional nominees submitted from the floor. Any "approval" of the names suggested by the nominating committee would have to be provided for in your bylaws. The nominees are not automatically elected unless your bylaws provide for it or provide that they may be declared elected by acclamation if there are no other nominees from the floor. If your bylaws require a ballot vote, then a ballot vote must be conducted even if there are no other nominees. The requirement of a ballot vote cannot be waived or suspended unless the bylaws themselves provide for it.

RONR has no requirements for officers. Any requirements must be in your own bylaws. It would be my opinion that if your bylaws specify such membership requirements for certain officers but not for others, then there is no such requirement for the officers not specified.

I suspect its the old "not hole" again. 😉

Agreeing with my colleagues, an important distinction is whether you are electing officers. RONR says directors should be classed as officers, but some bylaws limit officers to only specified executive officers such as president, vice president, secretary , treasurer, etc. Your bylaws control. Edited to add: I don't have a copy of RONR with me at the moment, but I believe a requirement of a majority vote contained in the bylaws cannot be suspended but if it is contained in a special rule of order it may be suspended (at least as to non-officer elections). Stay tuned to see if others disagree with either statement in the added paragraph. 😝

Smastiff, Richard Nixon was President of the United States. Would anyone in your organization seriously argue that he is not a past president? If your guy was president even for one day he is a past president. It is up to your organization to determine what rights and privileges you afford him and your other past presidents.

Where is the original thread?

I'm confused, too, as to what is going on.

Agreeing with Mr. Novosielski, the chair also doesn't have to recognize a motion which is shouted out by someone who has not been recognized by the chair. As Mr. Huynh stated, it would help us greatly if you would provide more information.