Richard Brown

I, too, agree with this position.

Assuming for the sake of argument that she is considered an active member and may participate in the meeting by telephone, the question becomes whether and how she should be allowed to vote if the bylaws require the vote to be by ballot. I believe it is ultimately up to the assembly to decide this, since they're rules do permit members to participate by telephone. It is my personal opinion that she should be allowed to vote verbally by phone, since even when a vote is by ballot, a member is not prohibited from disclosing his vote or even passing his ballot around and showing it to everyone else before putting it in The Ballot Box. I believe that submitting a ballot by mail would be a form of absentee voting which should not be permitted.

I agree. I personally do not believe that bylaw provision was intended to apply to parliamentary motions, but it isn't my decision to make.

Well, you still need to approve the minutes of the previous inquorate meeting, but you do not change those minutes based upon the subsequent ratification. The details of the ratification are noted in the minutes of the new meeting, not the previous meeting.

Agreeing with Mr. Lages, whether the assembly does or does not ratify the action that was taken at the previous inquorate meeting should not change what is in the minutes from that previous meeting. The minutes are a record of what happened, whether what happened was proper or improper. Any reference to the previous actions being ratified would appear in the minutes of the meeting at which the actions are ratified (or at which ratification fails).

Unless prohibited by your bylaws, you can absolutely invite non-members to attend your meetings. They can also be given permission to speak by a majority vote, but it requires a two-thirds vote to allow them to participate in debate. They cannot vote under any circumstances. Often a request to allow them to speak is handled by the chairman by unanimous consent if there is no objection.

As one of our members used to say, you count heads, not hats.

What do your bylaws say about filling vacancies? Also, do your bylaws spell out the requirements/method of removing a board member? If not, you might look at FAQ # 20 http://robertsrules.com/faq.html#20

This sounds like amendments to the manual , not a revision of it. Therefore, you take up each proposed amendment to the manual one at a time , individually, as a main motion, and dispose of each one by adoption or rejection, inclufing any possible amendments. You then take up each of the other proposed amendments to the manual in the same way. Each proposed amendment to the manual is treated as a stand alone main motion. Once finished with the eight proposals, you are finished. You do not re-adopt the manual as amended. The amendment process is complete once you dispose of the last of the eight amendments.

I believe RONR prefers the term "approvimg the minutes" rather than "adopting" (or "accepting) the minutes. In fact, it speaks EXCLUSIVELY (and repeatedly) of "approving" the minutes. You won't find any other term I'm the book for approving the minutes.

I agree with Mr. Honemann, who is almost certainly correct but have one minor reservation. What exactly (if anything) do your bylaws say about what happens if the office of president becomes vacant (through whatever means....death, resignation, expulsion, whatever)? Performing the duties of the president when the president isn't able to perform his duties isn't exactly the same thing as becoming president in the event of a vacancy in that office. I'm not yet 100 percent convinced that in your particular case the vice president has actually become the president as opposed to just carrying out the duties of the president. Unless your bylaws provide otherwise, the vice president does indeed become the president in the event of the death or resignation of the president. (RONR 11th ed p.458). Some bylaws do provide otherwise and require a special election or some other method of replacing the president.

Agreeing with Dr. Stackpole, it is perfectly ok for members of the nominating committee to themselves be nominated for positions.

I'm not sure, but I'm not sure about anything regarding this situation now. If the issue is lack of a quorum at board meetings, why are we told what the quorum is for a general membership meeting rather than for a board meeting? I'm still confused enough that I'm out of here.

Addressing for now only the highlighted portion of your opening statement, your rule does not require a "majority vote" as such a vote is defined in RONR. Your rule requires the vote of a "majority of the members present", which is not the same thing as a majority vote. I believe, though, from reading your other comments, that you understand this.

I'm out of here, for now at least. Here we've gone through 15 or 20 posts under the assumption that we are talking about general membership meetings, with even the quorum for said meetings being posted, and just now learn that the meetings at issue are board meetings, not general membership meetings. I'm too confused and too frustrated to try to figure out what is going on now. Good luck to those of you who have the wits and perseverance to carry on and get to the bottom of this.

Well, I don't consider myself your "better" but I also don't disagree. 😉. Edited to add: I believe RONR is pretty clear that a bylaw requirement of a ballot vote cannot be waived.

I don't know that it is necessary to post the entire bylaws. The issue, as I believe J.J. stated, is whether your bylaws give the board the authority to "suspend" members or remove their voting rights and whether the proper procedures were followed. RONR has an entire chapter (Chapter XX) of 26 pages on disciplinary procedures. it can get very complicated.

Along the lines of the post immediately above by J.J., Mr. Geiger might take note of this language at the top of page 254 regarding the chair consulting with someone other than an official parliamentarian: "Before rendering his decision, the chair can consult the parliamentarian, if there is one. The chair can also request the advice of experienced members, but no one has the right to express such opinions in the meeting unless requested to do so by the chair." (Emphasis added by me) Perhaps you can serve unofficially as the "experienced member" that the chair might call on from time to time with questions about procedure.

I agree with Mr. Martin. "The Right Book, RONR ( Robert's Rules of Order Newly Revised 11th Edition) is only about $12 on Amazon and $19 in bookstores. Get the right book. As a supplement to it, you might consider Robert's Rules of Order newly revised in brief, which is about $7. For help in understanding RONR, but not as a substitute for it, I recommend Robert's Rules For Dummies by C. Alan Jennings . It's currently in its Third Edition.

I know of several organizations which have used language similar to that which you suggested to allow their member Parliamentarians to participate as fully as all other members. Edited to add: such a provision can be adopted as a Special Rule of Order. It does not need to be in the bylaws.

Guest KAP, if your board has gotten in the habit of adopting motions via email, regardless of whether it is authorized in your bylaws, you are going to get push-back from the other members when you try to stop it. They are going to say "This is the way we have been doing it for years", etc. So, I suggest being prepared with clear authority to show them that email voting (or making motions via email) is simply not permitted unless authorized in the bylaws or mandated by statute. You might cite as your authority this key provision from page 423 of RONR: "ABSENTEE VOTING. It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting."

This brings to mind a discussion we were having just a few weeks ago about whether the assembly can direct that a certain statement be included the minutes. It was my position then and it is still my position that the assembly can order that pretty much anything it wants to be included in the minutes. Whether the assembly should do such a thing is an entirely separate issue. By suspending the rules, I think the assembly can direct that things be put in the minutes that RONR specifically says should not be in the minutes.

I gather that there were two meetings. At the first meeting, something was discussed but not voted on. Member X was absent at that meeting. Then there was a second meeting at which the issue came up again and that Mr. X was at this second meeting and voted on the matter based on what he read or heard from a transcript or recording from the first meeting. Is that what happened? If so, member X was completely within his rights, based on RORN, to move on the issue, debate the issue and vote on the issue as long as he was present at the second meeting where the voting actually took place. There is not even any need that he know anything at all about the issue he is voting on. He could be completely in the dark as to what it is all about and could vote simply on whether he thinks it is a good (or bad) idea, no matter how uninformed his vote is.

Guest Anthony, I'm still interested in knowing exactly in what way a quorum was not present. It seems you only need eight people for a quorum.... six "parent members" (whatever they are) plus two executive board members. Here is what RONR says on page 349 about setting aside action taken in the absence of a quorum: "When the chair has called a meeting to order after finding that a quorum is present, the continued presence of a quorum is presumed unless the chair or a member notices that a quorum is no longer present. If the chair notices the absence of a quorum, it is his duty to declare the fact, at least before taking any vote or stating the question on any new motion—which he can no longer do except in connection with the permissible proceedings related to the absence of a quorum, as explained above. Any member noticing the apparent absence of a quorum can make a point of order to that effect at any time so long as he does not interrupt a person who is speaking. Debate on a question already pending can be allowed to continue at length after a quorum is no longer present, however, until a member raises the point. Because of the difficulty likely to be encountered in determining exactly how long the meeting has been without a quorum in such cases, a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal (24)." As the highlighted portion of that quote indicates, establishing the lack of a quorum after the fact, such as after a vote has been taken or even at the next (or at any subsequent) meeting, requires clear and convincing proof that a quorum was not present when the vote was taken. Since only eight people are required for a quorum, six of whom must be "parent members" and two of whom must be executive board members, it seems that it would be relatively easy to determine the presence or absence of a quorum whether at the original meeting or at a subsequent meeting. The proper way to raise the issue of a lack of a quorum, if the chair fails to do so on his own, is for a member to raise a point of order that a quorum is not (or was not) present. No second is required. The chair should rule that the point of order either is or is not well taken. The ruling of the chair may then be appealed to the assembly by one member appealing from the decision of the chair and another member seconding the appeal. The appeal is debatable, though subject to special rules (each member gets to speak once, but the chair can speak twice, first to explain his ruling and again after others have spoken). It takes a majority vote to overturn the decision of the chair. The decision of the chair is sustained on a tie vote. The decision of the assembly is final. That is the procedure that should be followed for objecting to the lack of a quorum, whether at the meeting where a quorum is doubtful or at a subsequent meeting when action taken at a previous meeting is being challenged due to lack of a quorum, It seems to me that it should be easy to determine whether a quorum was present at that meeting. Was the lack of a quorum caused by the absence of a necessary executive board member? That should be VERY easy to prove. btw, how many people are on your executive board? I'm assuming at least four: a Chair, Vice-chair, Secretary and Treasurer. Even if the secretary and treasurer purposely stayed away, if the chair and vice chair were present, you had your quorum. If you can provide us with more information, we might be able to provide more help. btw, I'm assuming that the meetings you are discussing are general membership meetings and not board meetings. If they were board meetings, that changes everything, as GWCTD pointed out.

Agreeing with all of the previous responses, more information is necessary in order to properly answer the question. Guest Chris, please clarify exactly what the situation is.