Dan Honemann

On 4/1/2024 at 12:04 PM, Rob Elsman said:

Well, I cannot really understand the meaning of "non-voting members" of the board.  Are they members, in the sense of parliamentary law, or are they not?  If they are not, then what is said in RONR (12th ed.) 50:12 applies.  It really is up to the organization to get rid of this nonsensical term and clarify what exactly is the status of these two persons.

Yes, 50:12 applies, but there would seem to be no reason to assume that these non-members of the board were not properly appointed to serve as members of this committee, in which event I agree with Mr. Martin.  There is no reason to believe that they cannot vote during meetings of this committee.

On 4/1/2024 at 8:55 AM, Guest James said:

Our bylaws specify that house rules/ground rules are to be recommended by a standing committee and approved by the Board. 

I think it would be helpful if you would quote exactly what your bylaws say in this connection.

On 3/31/2024 at 8:00 AM, weatherdeck said:

Hello all,

The small non-profit Board that I sit on had an unusual (for us) string of events in an attempt to vote on one motion and we are now unsure of how to record the entire sequence in the minutes. 

The Board was discussing a proposed motion.

A member called the question. The majority voted to bring the motion to an immediate vote. A vote was taken and the motion was not approved.

The member who called the question immediately called for the motion to be reconsidered and the majority voted to reopen discussion. (The member who had originally called the question realized that in doing so, she had prevented some members from participating in the discussion.)

Discussion continued. The chair called for a vote and the result was that the motion was not approved.

In recording this in the minutes, is each action recorded as a motion with it's on motion number?

• The orginal motion
• The motion to call the question
• The motion to reconsider
• The final motion

The nature of our organization is that our process is typically more simple, so we are unfamiliar with how to document what occurred.

Any suggestions appreciated.

 

 

 

"Mr. Smith moved 'that [blah, blah, blah]', which motion, after debate, was not agreed to.  A motion to reconsider the vote on this motion was adopted, and upon reconsideration the motion was again rejected."

On 3/29/2024 at 10:57 AM, J. J. said:

The substance is forcing the secretary to do something beyond his duties. 

Let me expand a bit.  Members named to the committee would, in theory, have to consent to serve and to the conditions of service.  In theory, someone could decline election to that committee.  Assigning something to the secretary outside of the meeting is something beyond something that would  "arise in connection with the transaction of such business or the conduct of the meeting."

 

On 3/29/2024 at 12:59 PM, J. J. said:

This is not a question of merely the publication of the minutes, but the ordering of secretary to do something not required by rule or bylaw and something that is to be done outside of the meeting. 

On 3/30/2024 at 6:46 AM, Dan Honemann said:

I gather that you would be making this same argument if this were all happening at a regular meeting rather than a special meeting.  Have I got this right?

On 3/30/2024 at 8:06 PM, J. J. said:

Yes, and no.  I think both would be in order at a regular meeting. 

Well, I understood you to be saying that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  I think this is correct, and a motion directing him to do such a thing would be out of order at any meeting, regular or special.  Apparently, I misunderstood what you were saying.

A while back, I made reference to "a motion directing the secretary to publish a draft of the minutes within a certain period of time".  Although I think such a motion might well be one arising in connection with the transaction of business at a special meeting, it may not be in order for the reason stated above. If so, it could instead be a motion requesting the secretary to publish a draft of the minutes within a certain period of time.

On 3/30/2024 at 5:24 PM, Richard Brown said:

Agreeing with Mr. Novosielski, the motion to amend or rescind something previously adopted requires previous notice of the intent to make the motion and a 2/3 vote, or, in the alternative, without previous notice it can be done by the vote of a majority of the entire membership.  

Not generally, I wouldn't think.

On 3/30/2024 at 10:55 AM, Weldon Merritt said:

Yes, of course. Sometimes we overlook the simplest answer. But technically, isn't that still adoption, by unanimous consent, of the motion to Amend Something Previously Adopted?

Yes, it is.

On 3/29/2024 at 10:02 PM, J. J. said:

That would still not warrant it.

If they feel that is really a need to get this out, the assembly can assign this to a committee.  

I gather that you would be making this same argument if this were all happening at a regular meeting rather than a special meeting.  Have I got this right?

On 3/28/2024 at 5:30 PM, Weldon Merritt said:

3. If the minutes have already been approved, they still can be corrected by means of a Motion to Amend Something Previously Adopted. That's a bit more complicated, and I don't want to go into the details unless that's you situation. If it is, let us know and we can provide more guidance.

Or how about:  "Mr. President, I ask unanimous consent to correction of the misspelling of Mr. Merritt's name in the minutes of the meeting held on January 15, 2024."

On 3/29/2024 at 4:09 PM, J. J. said:

Considering that the next meeting could not be held until notice was given, why would there be the rush?

So the members will have a chance to make their hotel reservations before the anticipated increase in price.

A motion made at a special meeting is in order if it deals with some matter that has arisen "in connection with the transaction of" business specified in the call of the meeting.

I suppose it would not be too difficult to conjure up a factual situation in which it is determined, during debate on some question directly related to business specified in the call, that it would be highly advisable to have the decisions arrived at during the meeting conveyed to the membership at large as soon as is feasible.  Under these circumstances, I think a motion directing the secretary to publish a draft of the minutes within a certain period of time would be a motion dealing with an issue that has arisen in connection with the transaction of business specified in the call of the meeting.

On 3/29/2024 at 12:16 PM, Guest gigi said:

The question is as an Auxiliary we voted on a motion that has been passed by the membership. The President now has ordered me to table the motion until the next meeting saying the officers want to now ask more questions and make changes. Do these officers have the right to do this?

Since you've already voted on the motion, I've no idea what your President has in mind.

On 3/28/2024 at 7:05 PM, Rob Elsman said:

Article I, Section 5, of the United States Constitution  defines the quorum in each house to do business as a majority of the members. This requirement does not change and cannot be suspended.

On 3/29/2024 at 9:19 AM, Rob Elsman said:

The real point is that the minimum number of members needed for a quorum has nothing to do with whether or how a member voted, provided he was present. The Constitution is very clear about this. All this stuff about Speaker Reed is something of a red herring.

Speaker Reed's ruling didn't concern the number of members needed to constitute a quorum (a majority).  Instead, it concerned the method of counting the number of members present to determine if a quorum was present, and certainly was a big deal at the time.  Caused a ruckus that continued for days.

"Section 2: The candidates shall be elected by voice vote. If there is more than one person nominated for office, there will be a written (ballot) vote. In the event of a tie, another written (ballot) vote will be taken."

This is a rather interesting provision.  What it means to me is that (a), if there is only one nominee for an office that nominee should be declared elected by acclamation, and (b), if there is more than one nominee for an office, a ballot vote must be taken to determine who will be elected.  On no occasion will a voice vote actually be taken.

On 3/28/2024 at 3:51 PM, Guest Cee said:

In several NAP training meetings I've learned that officials who have been elected to represent the will of constituents cannot abstain from voting. Where can I find this rule in RONR (12th ed.) or under what authority is this a rule?

Perhaps you should have asked the person or persons conducting these meetings.

On 3/28/2024 at 3:44 PM, Guest Gabriel J. Fontenot said:

Question:

Is there any time a member of a body, in this case a Student Senate Senator, be prevented or barred from voting? 

Situation Simplified:

My friend a Student Senator was "impeached" by his student Senate where there were 9 yeas and 4 Nos with 2 abstentions (a member who left and my friend were not counted in abstentions), this reached the necessary 2/3rds of members present and voting required but my friend was not allowed to vote during the secret ballot and was made to leave the chamber for the ballot. He has to be convicted by the Student Supreme Court. No rule in the Constitution, Bylaws, Rules of Order, or special rules clarify any time a senator can be denied voting ability or removal from the chamber save for unruliness. If he was present he would have voted No, of course, and thus it would have been 9 - 5 which is NOT 2/3rds and would have resulted in Exonneration. Could this be deemed grounds for dismissal in his court?

Is the current edition of Robert's Rules of Order your parliamentary authority?  If so, take a look at 23:7 and see if it doesn't answer your question.

On 3/28/2024 at 10:28 AM, Josh Martin said:

To the extent the bylaws do, in fact, specifically require a voice vote to be taken even for uncontested elections, because apparently the drafters of the bylaws like to waste the assembly's time, such a rule could be suspended by a 2/3 vote or unanimous consent. So the election could still be conducted by acclamation if no member objects.

As I said in my previous response, much depends upon exactly what the bylaws say when they require that the election be held by voice vote.  For example, if they say something such as "These elections shall be held by voice vote", without anything more, then what is said in 46:40 concerning election by acclamation is fully applicable.  No suspension of the rules is needed, since the rules are being complied with.

On 3/27/2024 at 10:25 PM, Casey239 said:

2.   Since our Bylaws supersede RONR, we cannot use Acclamation in the election of officers. The nominees were presented this month, and they will again be listed for membership in our April meeting, then they will vote on them. It will need to be a voice vote per the Bylaws.  I don't see a way to get nominations from the floor a this point.

Unless your bylaws or a special rule of order specifically prohibit nominations from the floor at your April meeting at which the election will take place, the chair must call for further nominations at this meeting (RONR, 12th ed., 46:6).

If there are no further nominations, it may well be that, in instances where there is only one nominee for an office, the chair should simply declare that the nominee is elected, thus effecting the election by unanimous consent or “acclamation” (RONR, 12th ed., 46:40).  Whether this is or is not the case depends upon exactly what your bylaws say when they require that the election be held by voice vote.  It is precisely in instances where a voice vote is called for that this sort of declaration by the chair is to be made. 

On 3/27/2024 at 6:13 PM, Atul Kapur said:

I understand that they are seeking to have their preferences similarly respected.

Are you referring to a single person here or to several?  These days it seems we have to guess.

On 3/27/2024 at 11:51 AM, Wright Stuff said:

Thanks very much for the discussion. I'll just chalk this one up to "I don't get it." Maybe one day I will. 

What's there not to get. It seems rather clear that the guy "identifying himself as 'very experienced' with RONR" knew what he was talking about.

On 3/27/2024 at 11:40 AM, Gary Novosielski said:

For all things of any kind, there exists a move afoot to insist on that thing—and another to abolish it.

If you say so, but I do wish that people would stop messing around with our pronouns.

On 3/27/2024 at 8:18 AM, Josh Martin said:

My understanding is the "decision" being referred to is the acceptance of the resignations.

I don't believe Mr. Katz is suggesting a ruling by the chair has occurred at this time. Rather, I proposed that the method to raise a challenge in this matter would be for a member to raise a Point of Order that the acceptance of the resignations, and the subsequent elections to fill the "vacancies," are null and void. The chair would then rule on that point, and I believe that is the ruling Mr. Katz is referring to.

It didn't and still doesn't look like this to me, but never mind. 

What concerns me is Anthony's informing us that his bylaws authorize Committee members to act on behalf of the board "in matters that require expediency, but must be held accountable to the Board for his actions".

Does this indicate that there is now a move afoot to insist that singular pronouns be substituted for plural pronouns?

On 3/27/2024 at 8:33 AM, Josh Martin said:

But if forced to answer, I would say that 12:22(2) is not applicable, because this is not equivalent to simply rejecting the main motion. If the member wanted to continue using the existing county bylaws with no amendments, that would be applicable.

I would instead suggest that 12:22(1) might be applicable. What I am gathering from your discussion is that in your organization, the choice before the assembly is:

Step One: Do we adopt our own bylaws at all, or follow the state bylaws? This is a binary choice, and amendments are not really applicable.

Step Two: If we adopt our own bylaws, in what form should those bylaws be?

Assuming my understanding of this is correct, then I think it can be reasonably argued that if a motion to rescind the county bylaws and follow the state bylaws is pending, a motion to amend the county bylaws is not germane. The concept of germaneness is discussed in more detail in RONR (12th ed.) 12:16-12:21.

I agree that 12:22(2) is inapplicable, but it seems to me that if the motion that was pending was, in essence, a motion to rescind the county bylaws, the motion to amend this motion by substituting for it a motion to amend the county bylaws was in order (see 35:2(6)).

I think the facts as stated are way too muddy.

On 3/26/2024 at 9:49 AM, Anthony said:

The Chair removed 3 Board members stating the three had resigned and he was accepting their resignation per our bylaws which allow the 4

Committee members to act on behalf of the board "in matters that require expediency, but must be held accountable to the Board for his actions". 

I can understand that the bylaws may provide for an executive committee with authority to act for the board, but here we are told that the Chair unilaterally accepted resignations, and are provided with a snippet from the bylaws apparently referring to this committee's authority but ending with "but must be held accountable to the Board for his actions".

Clearly we need to see what these bylaws actually provide in this connection, since the facts get even muddier:

On 3/26/2024 at 9:49 AM, Anthony said:

At the January 25th in-person meeting it was noted under "unfinished business" that the 3 members had been removed on December 4th by the Chair and Secretary by a 2-0 vote (Treasurer and Vice Chair did not vote) which took place via email @ 10 o'clock at night.

In January they took an email vote to fill those vacancies (our bylaws allow email voting however this was the first time it was used). Our Executive Board accepted the new members in a roll call vote (not sure how a quorum works with email voting as our bylaws do not address it). 

Apparently the "they" who took this email vote were members of the board, but I can't tell if this vote was taken before or after the in-person meeting that was held on January 25.  Where were these three members who we are now told were "removed" by the Chair and Secretary (not just the Chair) when this in-person meeting was held? Were they notified of this meeting?

On 3/26/2024 at 9:49 AM, Anthony said:

The Board Members were unaware that the Chair and Secretary alone voted to accept non-existent resignation that should have been brought before them for a vote.

Now, the Board Members want to amend the Chairs decision to circumvent the Board.

Is this still possible being as new Board Members were voted in to those "open seats"?

What "decision" of the Chair is being referred to here"  Mr. Katz seems to think it was a ruling by the chair which would have been appealable, but I see no indication that this is so.

On 3/26/2024 at 11:33 AM, J. J. said:

Words do mean something, and if you are asking for the assembly to rule something out of order and void, you have to use the word "rule" or something close to it. 

That said, I think you have demonstrated how a point of order could be raised as an incidental main motion. 

Now I must note that the motion to declare a rule null and void does not have to use the word "rule", and that a motion that a rule "be declared" null and void will certainly suffice.

I think you may be under the mistaken belief that such a motion is raising a point of order as an incidental main motion. Technically speaking, there is no such thing as an incidental main motion corresponding to a point of order, but we'll save this lesson for another day. 

On 3/26/2024 at 11:11 AM, J. J. said:

I would suggest something like, "I move that the assembly rules that the rule adopted on February 1, 2024, requiring applicants for membership to pay an initiation fee of $50.00, be null and void, as it violates (citation) of the bylaws."  Very clearly, the assembly can rule on this. 

Okay, I certainly won't quibble about the exact language of the motion to be made to declare a rule null and void because I see no real point in doing so.