Richard Brown

I agree with the foregoing answers. It seems to me, unless the bylaws provide otherwise someplace else, that the approval of new members requires an ordinary majority vote of those members present and voting. That seems to be what occurred. This vote did achieve a majority vote. In my opinion, based on what we have been shown, I do not believe the bylaws require 43 votes to approve as new member. That would be a majority of the entire membership. I do not see this bylaw provision as requiring the vote of a majority of the entire membership. I read it as requiring an ordinary majority vote, which would be more yes votes than no votes.

The intent is to not wait for several months to a year before the minutes are approved. Not only do memories fade, but it is sometimes necessary to have a record of what transpired rather quickly, such as producing a copy of the minutes for your bank to make changes in signatories on your bank accounts due to the election of new officers. It seems reasonable to assume that members who were present at a meeting might have better knowledge of what transpired than would members who were not present at the meeting. So, it seem reasonable to me to appoint a minutes approval committee from among the members who were in attendance, but there is no rule which says that is the way it must be done. For the future, it might be best for your organization to consider an amendment to its bylaws, or perhaps the adoption of a special rule of order, regarding a procedure for approval of the minutes.

I'm not sure what you are asking. The bottom line is that there is no requirement that a member have been present at a prior meeting in order to vote to approve the minutes of that meeting. If all of the members are new now and none of them attended the previous meetings, so be it. They may still, in fact must still, approve the minutes. For the future, you do have other alternatives. At each meeting, the assembly my adopt a motion appointing a committee for the purpose of approving the minutes of that meeting. In lieu of a motion creating a committee, you may also grant the board, if there is a board, authority to approve the minutes. As a third alternative, you may also amend the bylaws to provide that the board has authority to approve the minutes or the bylaws may be amended to create a standing committee for the approval of minutes. For assemblies which meet less often than quarterly, you should not hold the minutes over from one meeting to another for approval. Instead, they should be approved by one of the methods I mentioned above. Even if the board or a committee approves the minutes, the assembly may still make further corrections the next time it meets. If this assembly does meet at least as often as quarterly, such as monthly, you may, of course, approve the minutes of each meeting at the next meeting, regardless of whether there has been a turnover in membership.

You vote again. btw, unless your bylaws say otherwise, it takes a majority vote to win, not a plurality. A majority is more than half the votes cast. A plurality is simply more votes than anyone else received. Per RONR, unless your bylaws say otherwise, a plurality never elects anybody. it takes a majority. So, you keep voting until someone actually receives a majority... more votes than all the other candidates combined. And you don't drop any names (such as the person with the lowest vote total) with succeeding ballots. All names stay on the ballot unless you have a rule to the contrary.

Yes, it does appear that there can be a question as to whether these "new members" are actually members as of the time of the elections. We don't know when they "joined", whether and when they were approved, and whether and when they paid their dues. We also don't know whether whatever dues they might have paid were for the year ending at the annual meeting or the year beginning at the annual meeting. Perhaps this mysterious motion adopted years ago clarifies the status of new members without violating the bylaws, but without knowing what the motion says, we have no way of knowing that. Interesting. And good catch.

Assuming that there is no provision restricting the right of new members to vote, I think the answers you have been given still apply. To me, the only question is whether this so called "motion" which was adopted years ago was actually an amendment to the bylaws and, if so, exactly what is the exact language of the amendment. If it conflicts with the bylaws, it is null and void unless it was actually an amendment to the bylaws.

Guest Still Learning, in the future, please post your question as a new topic, rather than attaching it to an existing thread that is about a slightly different point. The answer to your particular question, though, is that no, abstentions and blank ballots do count at all either for or against a proposition or candidate and do not count toward the vote total (or tally). They are ignored. The following language from page 415 explains it: "Recording the Votes. In recording the votes cast, the principle followed is that a choice has no mandate from the voting body unless approval is expressed by more than half of those entitled to vote and registering any evidence of having some preference. Accordingly, the tellers ignore blank ballots and other ballots that indicate no preference, treating them as abstentions. (Blank ballots are sometimes cast by members to conceal the fact that they do not wish to vote.)"

I've been wondering about the same sort of thing since first reading the other thread. At this point, I have more questions than answers. I imagine those questions are why Mr. Honemann thought the topic merits further discussion.

Agreeing with Mr. Katz, abstentions are not votes and do not count and will have no effect on the outcome unless your bylaws require that the vote threshold is based on a majority of the members present, rather than the usual majority vote, which is a majority of those members present and voting.

Based on what you have told us about your bylaws, the new members were improperly denied the right to vote and the new member who someone wanted to nominate was improperly denied the right to be nominated and hold office. Even if a motion such as the treasurer described had been adopted, it would be in conflict with your bylaws and would be null and void. The right to vote is a fundamental right of membership and cannot be restricted without a provision in the bylaws and sometimes due to disciplinary proceedings. Also, qualifications for holding office, if any, must be in the bylaws. Edited to add: if this motion which was supposedly adopted years ago was actually a bylaw Amendment, and if it was validly adopted, then that might change things. However, as Dr. Stackpole suggested, someone needs to produce a copy of that supposed motion / bylaw amendment.

I don't have my RONR in front of me to give you a page citation, but the book says that procedural motions related to Quorum issues can be decided notwithstanding the absence of a quorum hi. If no one else posts the citation, I will post it later when I can look it up.

Oops, yep he did, last Friday. I was looking only at the new posts today and wondered why nobody had said it!

Another way of looking at it when a member is serving in two offices or positions, such as secretary and treasurer, is that you count heads, not hats. Such a member might wear two hats, but he still has only one head and gets only one vote.

I agree. I don't think it is possible to "rescind" or "withdraw" a second, at least not once the chair has "stated the question" or debate has begun. Even if it is possible, it won't change anything from a parliamentary standpoint.

I quite agree that the board has authority per RONR to create special committees. However, RONR says quite clearly in two different places that if standing committees are named in the bylaws, the society may not create additional standing committees without specific authorization in the bylaws. I don't see an authorization to create additional committees "as deemed necessary" as specifically authorizing the creation of additional standing committees in view of the clear language in the bylaws RONR that express authorization to do so is required. Perhaps it is a matter of bylaws interpretation, but I don't see how anyone can say it is quite clear that the society (or the board) can create additional STANDING committees in light of the clear language in RONR. From page 491 of RONR: "If certain standing committees are enumerated in the bylaws, an inference arises that there shall be no others unless the bylaws also include a provision authorizing their appointment; and without such a provision, no standing committee aside from those enumerated can be established unless the bylaws are amended to include it (see also pp. 578–80)." From page 579 re creation of special committees: "Appointment of special committees is usually provided for in a separate section that may also, as indicated above, provide for the appointment of additional standing committees." That language indicates to me that RONR clearly anticipated that the bylaws might authorize the creation of special committees without authorizing additional standing committees. It says to me, with the "may also" language, that a bylaw section authorizing the creation of additional committees may or may not also include authorization for the the creation of additional standing committees. So, a bylaw provision authorizing the creation of special committees without also authorizing additional standing committees seems to be contemplated by RONR. That is exactly what I believe the bylaw provision we have been provided with does. Or it at least is susceptible to a reasonable interpretation that it does that. I think the question of whether the quoted bylaw provision permits the creation of additional standing committees (as opposed to special committees) is something upon which reasonable minds can differ. I can see how others might be of the opposite opinion, but I do not see how anyone can say that it is clear that additional special committees can be created. At least two of us out of the three who have weighed in on this thread have expressed the same concern as to whether this standing committee has been properly created. I agree. I think the confusion there originated with the original post and also comments by by the original poster quoting from the "operating guidelines which contain the following language: "The HR Committee is made up of the President, the Past President and the Vice-President and other members who may be asked to join as appropriate." The OP indicated that the committee chair "invited" the other members. However, as you pointed out, the quoted bylaw provision does clearly say that the board makes the appointments.

I hate throwing a monkey wrench into this, but based on the information provided by the original poster (OP) and the information on page 578 of RONR, I question whether this committee is a valid standing (permanent) committee. RONR requires that if standing committees are named in the bylaws, no other standing committees can be created without specific authorization to do so in the bylaws. The sections of the bylaws quoted by the OP make no reference to the board being empowered to create additional STANDING committees. The bylaw provision quoted just gives the board the power to create committees as it deems appropriate. I question whether that provision is sufficient to authorize the creation of additional standing committees as required by the provisions on page 578 of RONR: "Committees. The article on committees should provide for the establishment of each of the standing committees (50) that it is known will be required. A separate section devoted to each of these committees should give its name, composition, manner of selection, and duties. If this article names certain standing committees, no other standing committees can be appointed without amending the bylaws, unless a provision is included—usually in a separate section of the article as described below—permitting the establishment of such other standing committees as are deemed necessary to carry on the work of the society". (Emphasis added). Edited to add: See also the language on pages 490-492 of RONR to the same effect. Mr. Craig, do your bylaws specifically name any standing committees? If so, is there any other provision in your bylaws authorizing the creation of additional STANDING commitees? Aside from my question regarding whether this is a valid standing committee, I agree that the provisions of how members are appointed to the committee are very vague and should be clarified. I have no way of telling whether Mrs. Smith is still on the committee.

I will probably forever wonder why, how and where the use of the term "The Executive" came into use when referring to an executive board or executive committee. I shake my head every time i see it. You NEVER hear the term in the South, at least not in my part of the South! When I see it used, I usually respond pretty much the same way you did, Chris! Maybe she meant "Executive Chef"??? 🙂

Yes, unless you have a customized rule to the contrary. But, normally a member would not propose a vote, but would make a motion to do something and the motion would ultimately be voted on.

The board itself, not the chair, is actually in control of who can attend and/or speak at board meetings. However, it is quite common for the other members to defer to the chair in situations such as this, but the board itself is ultimately in charge. The board, not the chair, has the ultimate authority to decide yes or no and to impose whatever conditions or limits it desires. Edited to add: The board, by majority vote (or unanimous consent) can permit non members to attend and to speak (address the board), but it requires a two thirds vote (or unanimous consent) for the board to suspend the rules and permit a non member of the board to speak in debate.

To elaborate on my post immediately above, an abstention is not a vote. So, by definition, a unanimous vote means that, of those who voted, all were in favor. A vote is unanimous if no one voted in opposition unless some controlling rule provides otherwise. For example, it is my understanding that the United Nations Security Council has a rule in place which imposes a different requirement for some votes to be considered "unanimous".

I agree with the comments by Mr. Katz re use of the term "with power" when the only power the committee has is the power to make recommendations. I think committees have that inherent power unless specifically prevented from doing so by virtue of some rule or the motion which appointed the committee or made the referral. Making recommendations is usually the purpose of a committee. The term "with power" indicates the power to actually implement its recommendations.

Thank goodness! I, too, was about to comment on the hour-and-a-half meeting without a quorum! 😉 Your proposed wording for the minutes leads me to a question, though. Wouldn't it be appropriate, or at least permissible, to indicate in the minutes at some point, in some manner, that a quorum was not present? It seems to me it could be in the nature of "The president noted the absence of a quorum" or that "the meeting adjourned at 10:05 PM due to the lack of a quorum". And it should be a meeting lasting 5 to 15 minutes, not one lasting 95 minutes! If the minutes say that the meeting lasted 95 minutes, people are going to wonder what took place during that 95 minutes that has been omitted from the minutes.

I think that getting the assembly's approval on the principles can be considered a manner of instructing the committee further rather than discharging the committee. For example, the original motion or instructions might have been simply to develop new membership guidelines. Approving the principles suggested by the committee indicate the instructions are now, "You are to develop membership guidelines using these principles".

I think JJ meant to say "A vote of ONE in favor, none against. . . ". A vote of 1 to 0 with 5,000 abstentions can be referred to as a unanimous vote.

Handyman, this is what RONR says on pages 474-475 about appointing a committee or authorizing the board to approve the minutes when there is more than a quarterly time interval between meetings: "When the next regular business session will not be held within a quarterly time interval (see pp. 89–90), and the session does not last longer than one day, or in an organization in which there will be a change or replacement of a portion of the membership, the executive board or a committee appointed for the [page 475] purpose should be authorized to approve the minutes. The fact that the minutes are not then read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see third paragraph below)." And this is what it says about approval of the minutes of the annual meting on pages 94-95: "The minutes of the previous regular meeting are read and approved as usual at the annual meeting, and the [page 95] minutes of the annual meeting are read and approved at the next regular meeting. Minutes of one annual meeting should not be held for action until the next one a year later." I suspect your respected, well-known, very influential member is thinking about one or both of those sections but is confused as to what they actually say.