Richard Brown

Guest Bill, the short answer is that nothing in RONR prohibits it but nothing in RONR requires it either. As the others have stated, normally, unless you have your own rule that provides differently, the way that each member votes is not recorded in the minutes unless it is a roll call vote.

Andrew, I'm curious. Is it possible in this organization for a motion to ever be adopted the same day the motion is made? If so, how?

I agree with Josh Martin that losing the expiration dates is not the same thing as or as bad as losing the entire membership roster. For that matter, I agree with the rest of his post, too.

Done. Thanks. That's what I get for typing and using voice to text on a cell phone!

I'm assuming ( admittedly a dangerous thing to do, but, what the heck, I enjoy living dangerously) that the motion was removed from the agenda. C'mon, Andrew, give us a little more information about what happened! The details you are leaving out are important!

Agreeing with Mr Martin, don't go back and change anything already done. Just start doing it correctly moving forward unless the assembly does formally adopt a special rule to do it differently.

In what way was it determined that it would be debated this month? It sounds like it was more than just a notice if an intent to make a motion at the next meeting. It sounds like the motion was actually made at the first meeting.

I'm still unable to determine from the description of what happened whether the member actually made the motion at the first meeting or whether he merely gave notice that he intended to make the motion at the next meeting. That makes a difference even though, in either case, that alone is not determinative of whether the chair should have arbitrarily "dismissed" "removed" the motion. I suspect there is more to this than we have been told. For example, is there a rule that a motion cannot be taken up at the same meeting at which it is made? Even if there is, that alone does not give me chair the right to dismiss (or remove) the motion if the original mover is not present at the second meeting. The motion is before the assembly and should be treated as such. A point of order should have been raised and possibly appealed. If that wasn't done, it's too late now. Someone needs to make the motion again.

Guest Mike, based on the above votes quotes, I believe your board is considered to be comprised of sex six living, breathing members at this time and that is the number that the quroum and the particular votes that you referred to would be based on. I see nothing to indicated that anything is to be based on the entire authorized membership of seven members. Everything speaks in terms of "the board". So, as long as you have a vacancy, you have six members on your board and that is what your quorum requirement is based on as well as a requirement for a vote ot two thirds of the board. The board currently has six members, so it would be 2/3 of six, not seven. You have a board authorized to have seven members, but it actually has only six members.

First, what, EXACTLY, do your bylaws say about the quorum for the board? Please quote exactly, don't paraphrase. Second, what, EXACTLY, do your bylaws say about the vote required in the situation you are discussing? Again, please quote exactly. Don't paraphrase. Unless your bylaws provide differently, the default quorum in RONR is a majority of the actual living, breathing members. However, a quorum of both a board of six members and a board of seven members is four. So, unless your bylaws contain a different provision, the quorum for your current board is four. As to the vote required to adopt a motion, unless your rules specify a different requirement or basis for computing the result, a two thirds vote of six members means two thirds of those present and voting. If all six members vote, a vote of 4 to 2 would constitute a two thirds vote. You ignore abstentions, absences and vacancies. If only five vote, a motion would still require 4 votes to have a two thirds vote. You do not base the vote on the total number of members on the board or present unless the bylaws specifically say so. That is why I asked you to quote the exact language of the bylaws regarding the vote required for the type motion that is at issue. The situation changes if your bylaws base the vote on the members present, the number of members on the board, or the total authorized members of the board. Those three standards could lead to different outcomes. The exact wording is important.

What, exactly do your bylaws say about discipline of members and removal from office? Also, it might be helpful if you read FAQ No. 20 on the main website: http://www.robertsrules.com/faq.html#20 Edited to add: A motion of censure is another option. Trying to discipline an individual member or remove an individual officer is one thing. But trying to discipline or remove an entire board is another matter altogether and is something that, in my experience, rarely succeeds. Electing new board members at the next election might be the best option.

Although I understand J.J's and Josh Martin's rationale, I have problems with their conclusions. I see two problems with what appears to be their conclusion that special board meetings can be called by "other board members". First, The rule is explicit that a special meeting may be called by the president. It says so: "Special meetings may be called by the president." That is as clear as can be. But nowhere does it say that special meetings can be called by other board members nor that one must be called if requested by other board members. I think that in order for "other board members" to be able to call a special meeting, the bylaw provision would have to be more explicit, especially since it does say that special meetings may be called by the president. Second, the rule is ambiguous in that it does not specify how many "other board members" must join in a request for a special board meeting. It says simply that a special meeting may be "requested by other board members". How many members? Can one member request...or demand... a special board meeting? Two members? A majority of the board? Only by all members of the board joining in with the request? In my opinion, the quoted provision does not permit board members to call a special meeting. But, even if it is reasonable to interpret the quoted provision as giving them that authority, I agree with Josh Martin that the prudent thing to do is not to call a special meeting, unless the president will call one, and to try to remove him at a regular meeting. At that regular meeting, an adjourned meeting can be set for the actual consideration of the motion to remove him from office. Edited to add: I could possibly accept JJ's and Josh's conclusion that a special meeting must be called at the request of "other board members" if the bylaw provision specified how many board members must join in with such a request. But, it is entirely silent in that regard. I just don't see how the quoted provision requires that a board meeting be called at the request of an unspecified number of "other board members".

Mr. Ross, I agree with the responses above by J.J. and Josh Martin. I also agree that the election was rather poorly handled, especially regarding the email and regular mail ballots. I have a concern, however, with the email and regular mail absentee ballots. Are both of these types of absentee voting authorized by the bylaws?

Leaving aside for a moment the question of alternates, RONR provides that normally the power to appoint includes the power to fill vacancies. So, based on what you have told us, I believe that whatever state affiliate appointed the member who resigned may appoint a replacement. Also, when the bylaws say that something should (or must) be done by a certain date, such as an annual meeting or election of officers, there is no penalty for failing to comply (unless the bylaws provide otherwise), but the organization is expected to comply ASAP. Otherwise, an organization that is late holding its annual meeting could not hold one and could not elect new officers. So, if you miss a deadline, you just get on with doing it asap. As to alternates, do your bylaws provide that in the event of a vacancy the alternate BECOMES the regular member, much like a VP becomes President automatically in the event of a vacancy? Or do the bylaws provide that the alternate merely serves in the absence of the regular member? I don't think the alternate automatically moves up to the status of regular full-fledged committee member in the event of a vacancy unless the bylaws so provide. However, I believe that is ultimately a question of bylaws interpretation. Edited to add: I am assuming the bylaws provide for alternates on this committee. If not, I question the validity of having them at all.

Chris Harrison's comment immediately above is well said and worth paying attention to.

And on second reading, I agree. Thanks for catching that!

I agree with the answer by Josh Martin above but would point out that your organization (and every organization) may adopt its own rules regarding what is to go into the minutes. It appears your organization has adopted a custom of putting this additional information in the minutes. It is improper per the rules in RONR, but if your organization wishes to continue doing this, it may adopt a rule permitting or even requiring that information to be in the minutes. I warn you, however, that putting that stuff in the minutes becomes very subjective as to what should and should not be in the minutes and can lead to arguments down the road. Also, even without a rule, when the minutes are up for approval the assembly may vote to include that additional information in the minutes.

Without commenting on any other aspect of this thread, I do want to point out that the vote requirements in numbers 1 and 2 are different. No. 1 is a traditional "majority vote"... a majority of the votes cast by members present and voting. But, No. 2, in my opinion, requires a vote of the majority OF THE MEMBERS PRESENT, a completely different standard. Arriving late to this discussion, I'm not sure if that is obvious to everyone.

I agree with the previous answers and would add that nothing prevents you from campaigning hard for or against a candidate or a position or a motion outside of a meeting. It's called old fashioned politicking. But, as others have pointed out, while in a meeting certain rules of decorum must be adhered to and those rules prohibit making disparaging comments about members.

Johshua Katz said what i wanted to say a few minutes ago, but I was on my cell phone and it would be too much typing for that tiny keyboard. And voice-to-text doesn't work much better! The one thing I would add to Joshua's comments is that normally reports do not go in the minutes but should be in writing filed for record and available for inspection by members. There are a few specific situations where very brief verbal reports can be given and should be in the minutes. Those are summarized on page 511-519 and pages 525-527. Most reports should be in writing. Unfortunately, people have gotten lazy and tend to give verbal reports when they actually should be in writing. There is frequently disagreement on this board as to when a report can be given orally and whether the secretary must report it verbatim in the minutes. Your organization has the right to decide whether and how and to what extent oral reports will be reported in the minutes.... or even whether to permit them at all.

We need a little more information and a clarification on your first statement. As to the first statement, did the board member want to make a correction to the meeting? Or to the minutes? If to the meeting, please explain what you mean. As to the second question, we need to do what he was saying or doing, specifically, that called him to be out of order? Also, who called him out of order? The chair? Another member?

I agree, but I don't see the budget amendment as presenting the same issue. The motion which was referred to the committee is to recommend whether someone should be hired for a particular job. The budget amendment, on the other hand, it's just to set aside funds to be used to pay for such a person if he is in fact hired.

I agree with Dr Goodwiller, but I have a question about another statement made by the original poster. Mr. Geiger, you referred to this committee as actually being a subcommittee of the steering committee. Didn't we determine in a different thread that this steering committee is actually in the nature of an executive board and should be considered a board rather than a committee? That may or may not be the case in your organization, but it has been my experience that a steering committee usually functions as an executive board rather than as a committee, despite its name. A State Central Committee of a political party is similar: it is called a committee, but in reality it is functioning as a board. Is that the situation with your organization?

I do, too.