Dan Honemann

The sentence you have quoted appears to be reasonably accurate (although it is not from RONR), but it's irrelevant. We may properly be concerned about applicable law taking precedence over other rules when there is a conflict between them, but in this instance there seems to be no conflict. You said, at the outset, that applicable law requires that "all board resolutions must be recorded or the secretary is potentially (extremely unlikely) subject to a fine." Since I assume that your organization has no rule saying that board resolutions do not need to be recorded, we needn't worry about priority of rules. If a main motion was adopted but not recorded in the minutes, and the minutes have already been approved, it is up to the board to correct those minutes by amending them to include the omitted motion. As best I can determine from what has been posted, no effort has as yet been made to get the board to make such a correction. On the other hand, if what you are saying is that applicable law provides that the president or the secretary, and not the board, has the power and obligation to decide what is or is not to be included in the board's minutes, then that's a whole different kettle of fish.

I don't know what legal issue is of concern here, or why a "hierarchy of rules" has anything to do with this. If a motion is made to amend the minutes to reflect the adoption of this motion, your board will have to decide for itself whether it did or did not happen. As of now, it has approved minutes which give no indication that any such thing happened.

As of right now, as far as the board is concerned, the motion was never made, considered or voted on, since the board has approved minutes which give no indication that any such thing happened. A transcript of the proceedings should certainly make it easier for board members to decide how to act on a motion to amend the previously adopted minutes.

I certainly agree that the first thing that ought to happen is correction of the minutes (assuming they need to be corrected). As matters now stand, it has yet to be established that the first motion to which reference has been made was adopted.

Members of a board are entitled to examine the minutes of previous meetings of the board, whether or not those meetings were held in executive session, and whether or not they were members of the board at the time when the meetings were held.

I gather you used only one ballot, in which event there should have been a separate section on the ballot for each office to be filled. The tellers then prepare a separate report for each office. If the voting for each office was identical, then each of these reports would show what you have indicated. I agree that, since there were no illegal votes cast, that last line isn't needed.

No - I agree with Mr. Novosielski that these ballots should be treated as abstentions. In this connection, see RONR Official Interpretation 2006-5. And by the way, a while back you said something to the effect that, if your tellers' report had been correctly prepared, you believed that the votes necessary to win would be one, and based on this belief asked if this line (the second line in the example on p. 417) would be omitted from the report. Your assumption that the votes necessary to win would be one is incorrect. The votes necessary to win in an election is a majority (more than half) of the votes cast, as reflected in the example.

The minutes can't contain a report that wasn't made, but the minutes can and should reflect what the President announced as being the result or results of the election.

On pages 417-419, RONR explains what a tellers' report should contain, provides examples, and tells us that the tellers' report is entered in full in the minutes. We don't know what the tellers reported at your convention, but the minutes of that convention should reflect exactly what the tellers reported, even if what they reported was gibberish. The minutes reflect what actually happened, not what should have happened or what you would like to have happened.

Silence is golden.

Look at the answer to FAQ #14.

No. "In elections, 'for' and 'against' spaces or boxes should not be used. They are applicable only with respect to votes on motions. In an election, a voter can vote against one candidate only by voting for another who has been nominated or by writing in the name of another candidate." (RONR, 11th ed., p. 414) What do your bylaws say concerning elections? You say your bylaws state that a member must receive the majority of the votes cast, but this does not tell us anything about how the vote is to be taken. “If the bylaws require the election of officers to be by ballot and there is only one nominee for an office, the ballot must nevertheless be taken for that office unless the bylaws provide for an exception in such a case. In the absence of the latter provision, members still have the right, on the ballot, to cast ‘write-in votes’ for other eligible persons.” (RONR, 11th ed., pp. 441-442) “If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or ‘acclamation.’" (RONR, p. 443)

I agree. This provision seems so restrictive, however, that perhaps in this organization the power to do just about everything except adopt the annual budget and elect Trustees is vested solely in the Board of Trustees.

You say that "Anything else that we want to address should also be sent out in this notice." Where do you find this rule stated?

I'm quite sure there is no need to do so.

As far as the rules in RONR are concerned, your President could vote, and since the vote (with him voting) resulted in a tie, you should have kept on voting until one candidate received a majority of the votes cast. This appears to be essentially what ended up happening, and so all's well. The question as to how many members are supposed to be on your board is one we can't answer.

Yes, all this seems to be the case, and I'm afraid it's a bit of a mess. I think Messrs. Goldsworthy and Mervosh are essentially correct as to what the rule is intended to be, and hopefully my former colleagues will get it all straightened out for us.

Well, as I understand it, there are only four members of this committee, and so, as a practical matter, if the other three members agree as to the time and place of the next meeting, I suspect that is what is going to happen.

In order to respond to this question, one would need to know how long it has been since your last meeting, and how many efforts have been made by other members to get you to call this next meeting.

Yes, within limits. What did you have in mind?

Since the motion that was adopted provided that the president is to appoint the committee, then the president, and not the vice-president, must do so. If the motion had provided that the committee be appointed by the chair, then the appointment would be made by the vice-president, since he was presiding at the time.

Well, it's not covered directly in that topic, although the underlying question as to what a motion to Reconsider seeks to reconsider is the same. But referencing that topic might prompt someone to inquire as to whether or not it would be in order to move to suspend the rules which interfere with reconsideration of a motion to Suspend the Rules, particularly in light of this newly disclosed penchant for suspending the rules.

The only way in which bylaws can be amended is by following the procedure outlined in them for their amendment. If your bylaws contain no provision for their amendment, then, as far as the rules in RONR are concerned, they can be amended by a two-thirds vote if previous notice has been given, or they can be amended by the vote of a majority of the entire membership. (RONR, 11th ed., pp. 580-581)

What he wants is a separate consideration and vote on amendment A. There are a number of legitimate reasons why this may be the case. During debate, amendment A may have proven itself to be especially complicated and controversial, and if it remains in the package it may have an undue influence over the vote on the rest of the proposals. If separately considered, it may turn out that the assembly will want to have amendment A postponed to a later time during the convention, or referred back to the committee for further study. Situations of this nature may present themselves at any time during debate, which is why, in the normal case, a Division of a Question can be moved or demanded at any time before the question on adopting the pending main motion is actually put to a vote. Yes, he can move to suspend the rules for the purpose of having a separate vote taken on amendment A, but I can't imagine why this would be preferable to seeking to have amendment A stripped out of the package by a majority vote, with an opportunity to explain why he is doing so. I was afraid you might want to stir up some real trouble by asking if anyone thinks, if the package is voted down, he could then move to reconsider the vote on amendment A alone.

I thought NAP stood for what one should do at its conventions.