Dan Honemann

On 4/26/2024 at 8:15 AM, Guest Sarah W. said:

It has come to our attention that information shared at the past couple of shareholder’s meetings have been inaccurate. One of our shareholders presented paperwork to us from a state office. The paperwork has handwritten notes on it as well. As a result, this information has largely influenced a majority of shareholders perception about the issue in question, and as a result, their vote has changed. After a few of us have inquired and obtained information from this office ourselves, we have come to the knowledge that the information is not accurate or correct, and we believe this was shared by the shareholder to influence a majority to vote a certain way. What is the best way to handle this situation according to Roberts Rules. Should we seek legal advice?

I agree with Mr. Martin that you should seek legal advice.

From a parliamentary law point of view, if a motion was adopted that you believe should not have been adopted it may well be that you can move to rescind it or amend it.  For this procedure, see RONR (12th ed.,) 35:1-13.  If a motion was rejected that you believe should not have been rejected, it may well be that you can simply move it again.  For this procedure see 38:1-9.

On 4/26/2024 at 9:14 AM, Josh Martin said:

But Mr. Honemann, I think what J.J. is getting at is that exactly what constitutes "conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area" will vary depending on the size of the assembly.

Mr. Martin, if you will look back over this entire (unnecessarily prolonged) thread you will note that the question initially asked relates to proceedings in a board, and every one of my responses was directed to this factual setting.  I have constantly been referring to an assembly the size of an average subordinate board, and many times direct responses to what I have posted have been flat-out wrong because they do not say anything at all about their being addressed to a materially different factual situation.

On 4/26/2024 at 7:12 AM, J. J. said:

I am now wondering if the single room or area is the actual standard.

It is as far as RONR is concerned.  

On 4/25/2024 at 6:04 PM, Guest Zev said:

Greetings:

I have no problem with any of the expert analysis. What bothers me, and perhaps I am overthinking this issue, is the expression "...when a quorum of two-thirds (⅔) is present." Without this expression it appears that the opponents of the impeachment will need to be present as many as possible and make the most vigorous defense of the defendant as possible. But with this expression, they may discover that by staying absent from the proceedings the two-thirds vote becomes irrelevant because they can cause the two-third attendance to not take place. And the absent members that favor the impeachment are kicking themselves for having other business on that day because they would have made the quorum the required two-thirds. Have I missed something?

If you interpret the bylaws as requiring a vote of two-thirds of the members, as I did in my response, it becomes clear why a quorum of two-thirds of the members is required, but I appear to be in the minority as to the proper interpretation of the bylaws in this respect.

On 4/24/2024 at 7:13 PM, J. J. said:

Yet, even in a single room, the "opportunity for simultaneous aural communication among all participants" may be lacking. 

Well, if the meeting is being held in a single room, that is all that is required to constitute this particular characteristic of a deliberative assembly.

But since you simply refuse to recognize the obvious in connection with what RONR so clearly says in regard to all of this, I see no point in making any further effort to convince you to do so.

On 4/24/2024 at 1:35 PM, J. J. said:

You came up with the definition.  I can see a large area, where not every member can be heard. 

That may well be, but since the assembly is meeting in a single room or area, the assembly is obviously meeting under "conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area".

On 4/24/2024 at 9:40 AM, J. J. said:

Even something in a "single room or area" may not be a deliberative assembly, by this definition. 

Not if you understand the english language.

On 4/24/2024 at 8:55 AM, J. J. said:

The key words are "subordinate board of average size."  That is certainly not the case in all assemblies.  I would not claim that, in a large body, the case where a member may not be heard by all (unless recognized) would change that characteristic of a deliberative assembly. 

I do not disagree.  The test is whether or not the assembly is meeting under "conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area".

All that is needed is an honest answer to the question as to whether or not such conditions exist.

On 4/24/2024 at 8:11 AM, J. J. said:

I would first note that holding a meeting that is not in person must be authorized in the bylaws.

Second, at some point, the chair will have to take someone off mute.  At that point, if there has been abuse, that member can raise a point of order and appeal if necessary.  I would also note that the same type of abuse could happen at an in person meeting. 

 

 

At an in-person meeting of a subordinate board of average size, whenever a member says something he will be heard. Whether it is or is not in order for him to do so is beside the point.  If this is not true, for any reason, then as far as RONR is concerned the meeting is not a meeting of a deliberative assembly.

On 4/23/2024 at 12:10 PM, Guest ABC said:

During membership meeting, name for mover of a motion to accept last year’s minutes was wrong. I mean the Chair spoke out the wrong name. The motion was seconded and carried by majority. What is the course of action now ? Is the motion dropped or can we mention other members name who was interested in making the motion ? 

If I were the secretary, i would record the name of the member who actually made the (quite unnecessary) motion to approve the minutes.  No vote should have been taken, but since it was it should be recorded that the motion was approved (or approved as corrected if corrections were made).

On 4/21/2024 at 4:23 PM, Lanie said:

I am admittedly out of my depth here.  But the Secretary has always been responsible for producing the minutes.  The bylaws don't specifically mention the minutes, but nobody has ever argued that he is not responsible for producing them.
 

We were referring to the non-existent duty to publish the minutes within the specified period of time.

On 4/21/2024 at 7:45 AM, J. J. said:

I am not sure why they would need to call two.

If they wished to deal with two separate items of business, they could call the meeting for both of them.  If for some reason they could not, then it would have to be to separate meetings, 

But if it has to be two separate meetings, the question asked is "Could that 15% call two special membership meetings simultaneously or must they only call one and then hold that meeting before calling another?".

I think they certainly do not need to wait for meeting A to be held before calling meeting B (unless, of course, what meeting B will be called for depends in part upon what happens at meeting A), but can they be called simultaneously? 

I see nothing in RONR which addresses this question, and I cannot at the moment think of any reason why this could not be done. One reason to do it might be to save postage.  If so, I would suggest that two separate calls be prepared to be included in one envelope.  Incorporating both calls into a single document is apt to lead to confusion.  If the cost of postage is not an issue, it would be best to mail out separate calls, and I see no reason why this could not be done on the same day.

On 4/20/2024 at 7:40 PM, J. J. said:

If the secretary did not previously agree to perform the duty, I would take it to be out of order?   

Yes, I think that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  

On 4/20/2024 at 3:09 PM, Guest Learner said:

Under what kinds of circumstances would a board consider use of a majority and a minority report?

Under some rather unusual circumstances I would think.  Minority reports are customarily resorted to by members of a committee (see RONR, 12th ed., 51:64-70).

On 4/20/2024 at 8:36 AM, Lanie said:

Would it make a difference to know that no point of order was raised at the time, and the original motion was amended on the floor from 1 day (which his usual turn-around time)  to the 3 day time frame that the secretary agreed to?   

 

 Yes, I think it does make a difference.

As I may have previously indicated, I think that a motion regarding the timeframe for publishing the minutes of a meeting currently in session is a motion "that may arise in connection with the transaction of such business or the conduct of the meeting", thus permitting its consideration at a special meeting even although it was not mentioned in the call.  

My concern was with the fact that the motion appeared to be a motion directing the secretary to perform a duty which the bylaws place him under no obligation to perform.  If, as now appears to have been the case, the secretary had previously agreed to perform this duty, it seems to me that the motion may well have been in order.

On 4/20/2024 at 11:48 AM, J. J. said:

In what sense are you using the term "constitutional rights?"  A right created by constitution or bylaws of the local society?  

I'm not disagreeing, just asking for clarification.   

Federal and state.

On 4/19/2024 at 4:24 PM, Josh Martin said:

So I suppose I am forced to admit that this "violates" 9:31, however, I am not entirely certain this fact means the assembly is prevented from adopting such rules.

No, it doesn't. An organization can adopt whatever rules it wishes for the governance of its proceedings provided that such rules do not violate the constitutional rights of any of its members or conflict with any federal, state, or local statute or ordinance applicable to it.

With respect to meeting held electronically, RONR tells us, in 9:31, that "[a] group that holds such alternative meetings does not lose its character as a deliberative assembly (see 1:1) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present."   

This sentence (which I have bolded) is simply noting that, if these conditions exist, holding such a meeting will not disqualify it from constituting a deliberative assembly as defined in 1:1.  If these conditions do not exist, as in the instant case, the meeting does not constitute a deliberative assembly as defined in RONR.

Well, so what?  The answer, as far as I can determine, is found in the footnote to 1:1, "... many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)."  As noted in 9:36, all sorts of additional rules will have to be adopted regarding the conduct of meetings held electronically, regardless of whether or not they constitute deliberative assemblies.

On 4/19/2024 at 4:00 PM, Josh Martin said:

The apparent concern (and I think it is a valid concern) is that the chair has more ability to abuse this rule than a chair would in an in-person meeting.

Whether the Chair is or is not inclined to abuse a rule is beside the point.

Mr. Martin, do you have any doubt but that a rule such as the one presented at the outset of this thread will, if applied, remove the opportunity for simultaneous aural communication such as exists when the board members are present at an in-person meeting?

On 4/19/2024 at 1:37 PM, J. J. said:

Are you suggesting that members should be permitted to speak without recognition, as that seems to be the only way to permit "simultaneous aural communication," at all times. 

No, of course not.  The opportunity for simultaneous aural communication exists when the members present are able to hear each other.  

I didn't expect that I would be starting a firestorm.   😀

This is what RONR says in 9:31 (with emphasis supplied by me):

"Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or “face-to-face”) meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly (see 1:1) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present."

and in 9:34:

"It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting."

At the outset of this thread we were told that a board's chair has proposed a "new process for Zoom meetings: meeting participants will be muted by default, with hand raises noting a desire to speak, and the “X/no” or “Ta-da” emoji noting a desire to make an interrupting motion."  The question was: "So would having all board members muted by default be a violation of this section [referring to 9:31] of RONR ?

I replied by saying: "When members participating in a board meeting are muted, the group that is meeting does not constitute a deliberative assembly (see 1:1, 9:31, 9:34)."  

I thought it was a no-brainer, and I still do.

On 4/18/2024 at 10:16 PM, J. J. said:

While "for cause" is not the issue, I disagree that the clause provides a process for disciplinary action. 

Here's what it says:

"SECTION4. REMOVAL BL3.4.1 Elected Leadership Officers or Members may be removed for cause by a two-thirds (⅔) affirmative vote of the Members when a quorum of two-thirds (⅔) is present."

What more do you need?  Do you need it to say "... may be removed for cause simply by a two-thirds (⅔) affirmative vote ..."?

On 4/18/2024 at 8:01 PM, J. J. said:

They are not recognized. 

But if they talk they can be heard.  That's the requirement we're concerned with.

On 4/18/2024 at 7:49 PM, J. J. said:

Wouldn't that be the case if they cannot enter into debate at an in person meeting? 

Why can't they?

When members participating in a board meeting are muted, the group that is meeting does not constitute a deliberative assembly (see 1:1, 9:31, 9:34).

On 4/18/2024 at 10:05 AM, Guest E-Board said:

For example if a member rises to make a motion that everyone present gets $1000 for attending the meeting? Can that be ruled out of order because itis not financially responsible for the organization?

My guess is that such a motion will most likely violate some rule in the organization's governing documents or applicable law.