Dan Honemann

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.

I think this is an even worse idea then adoption of a rule dropping people's membership after they miss X meetings.

We are told that the motion to be considered seriatim will contain a large number of individual bylaw amendments addressing numerous subjects. Presumably, some of these are independent proposals which would have to be considered and voted on separately upon the demand of a single member, but once the assembly has decided to consider this motion seriatim it will be too late to demand a division of the question. Under these circumstances, I think it is incumbent upon the presiding officer to inform members at the convention that this is the case before a decision is made to consider this package of amendments seriatim. In any event, suppose, during seriatim consideration, a member becomes convinced that one of these independent bylaw amendments that have been proposed should be considered separately. I gather that now his only recourse will be to move to strike it out at the appropriate time, and if this motion is adopted, to move, after the pending main motion has been voted on, to adopt the proposed amendment that was struck out. He ought to explain that this is his intent during debate on his motion to strike out the proposed amendment.

Judgement? What's that, the Brooklyn spelling?