Dan Honemann

On 3/17/2024 at 8:42 AM, Wright Stuff said:

I’m still not 100% confident in my use of “adopted” versus “approved” with regard to motions, committee reports, and such. I’m asking in the context of chairing an annual convention. Can some clear it up for me?

You should announce (when appropriate) that motions and resolutions are "adopted" (or “agreed to” or “carried”).  You should announce (when appropriate) that minutes are "approved".   That's about it.

On 3/17/2024 at 9:13 AM, Wright Stuff said:

So the board cannot adopt the rule with four votes even though majority of the entire membership of the entire board?

Yes, a two-thirds vote is required.

On 3/16/2024 at 11:19 PM, Guest Ardant said:

Re Change to Limit Debate Time

(Sorry for dup. I'm still a guest here)

Mr. Brown you are spot on. I knew what I was thinking...

5-minutes per member. Yes, I believe a Rule of Order is where we are at. RONR is our parliamentary authority in statute and in governing documents (board has shrugged it off until now). Dang, I was hoping 2/3 of seven which is 4.67 and therefore to reach that threshold 5 affirmative votes would be needed. The minority is taking our lumps right now and this just adds to it. Oh, well. Thank you very much for moving the minority along. Grateful.

Well, take heart. A two-thirds vote will be needed in order for your board to adopt any such rule limiting debate.

Unless your bylaws expressly say otherwise, your board does not have the authority to adopt a special rule of order limiting debate because such a rule will conflict with a rule in the parliamentary authority adopted by your association (see 49:15 in that 12th ed. of yours).  It can adopt such a rule to last for one of its current sessions only, or for any part thereof, or for any pending question, but a motion to do any of these things will require a two-thirds vote for its adoption (43:16-17).

On 3/16/2024 at 2:08 AM, Guest Deb Smith said:

We have an industrial solar factory (some call it a solar farm) that is seeking approval in our area. We met with the fiscal court and concerns were expressed, their lawyer spoke, questions were asked and a TV news reporter was there.  Yet no mention of the concern of the citizens, which were expressed, was mentioned in the meeting minutes.

Then at another time we met with the same group, a statement was made, their attorney stated a law that would open the fiscal court up to a lawsuit, yet once again nothing was stated in the minutes of that meeting. 
 

Should discussion that affects the citizens of a county be in the minutes of the meeting, even though a motion was not made?

As far as the rules in RONR are concerned, the answer to your question is no, discussion should not appear in the minutes of a meeting.

"To accomplish their work, voluntary societies that have an enrolled membership generally need a provision in their bylaws establishing a relatively small quorum—considerably less than a majority of all the members. In most such organizations, it is rarely possible to obtain the attendance of a majority of the membership at a meeting. Sometimes the specification of a quorum is based on a percentage of the membership; but such a method has the disadvantage of requiring recomputation and may lead to confusion—for example, when the secretary, or other officer who is in a position to certify as to the current number of members for purposes of the percentage calculation, is absent. There is no single number or percentage of members that will be equally suitable as a quorum in all societies. The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions."

RONR (12th ed.) 40:3

Why not the CD ROM referred to above?

Well, I can't resist noting that the term "actionable item" appears nowhere in RONR, and it seems to be a rather unfortunate term to use in this connection.  It appears to be inviting a lawsuit.

On 3/14/2024 at 12:13 PM, pwilson said:

Thanks for the helpful insights.

If I'm understanding correctly, the assembly is free to suspend the rules in order to limit, extend, or end debate on an individual paragraph being considered seriatim.

But: (1) Limit or Extend Limits of Debate and Previous Question cannot be applied to an individual paragraph that is not a pending quesiton, and (2) Previous Question cannot be used to end debate on an individual paragraph without bringing anything to an immediate vote.

Previous Question cannot be applied to an individual paragraph, period.

On 3/13/2024 at 8:25 PM, Shmuel Gerber said:

It can be said to apply to all pending questions, because when the allotted time for consideration of the main motion expires, all pending questions will be put to a vote without further debate or amendment. (15:12)

Is there some other example of how the last sentence of 15:11 would apply that you think is more clearly in order? 

No, I suppose not.  Your suggested motion appears to be similar to the one described in 15:19(b).  

On 3/13/2024 at 8:07 PM, Shmuel Gerber said:

I think so, although perhaps it could be worded more clearly. The intention is to limit debate on the main motion and all secondary motions (that are pending or may become pending) so that a vote will be taken after no more than 20 minutes of debate. 

But how does this mesh with the rule that the motion to limit debate must first be applied to the immediately pending motion?

On 3/13/2024 at 6:57 PM, pwilson said:

Both replies are very helpful. Thanks!

What would be wrong with moving to suspend the rules and end debate and amendment on a particular paragraph being considered? Although SDC 2 of Previous Question requires that Previous Question be applied to a motion or series of motions, rather than to an individual paragraph within a motion, that sort of rule/requirement is not among those that cannot be suspended (25:7–13).

I suppose it would be in order, while considering a particular paragraph, to move to suspend the rules that interfere with immediately ending debate on that paragraph, but I do not think the rules can be suspended to order a vote on it.  I think this would violate the rule that only one motion can be considered at a time. 

On 3/12/2024 at 7:22 PM, Shmuel Gerber said:

For example, suppose a main motion and an amendment are pending, and it is moved to postpone the pending questions to the next meeting. While all these motions are pending, it is moved and adopted to limit debate on the main motion to 20 minutes.

Is this in order?

On 3/13/2024 at 10:40 AM, Tina R said:

Hi ACC, I empathize with your situation.  The purpose and gratefulness of finding this forum are due to HOA conflicts/contradictions of the Board's management of my HOA.  Generally, most of HOA CCSRs and Bylaws refer to Robert's Rule for guidance of how a meeting is to be conducted.  However, Robert's Rule refers to the Declaration/Bylaws as the highest rule of authority to conduct a meeting.

I'm not an attorney, but I interpret that the key to the 20% is required for the members present PLUS a majority of the directors shall constitute a quorum for the "transaction of business." of the scheduled meeting (you don't have a quorum if only 2 of 5 Board members are present).  However, based on your Declaration (or CCSR), if "a larger quorum is required by the Declaration" (usually for votes to amend a Declaration or Bylaws or ousting a Board member, etc.) then >51% members + majority of the directors need to be present to constitute a quorum. For additional guidance, become familiar with your state's guidelines which is based on the date of your Association's Declaration and Bylaws formation/filing (either §GS, §47A through §47F statutes).

Hope that helps you further. . . 

I don't think that one can come to this conclusion simply by reading the snippets from the bylaws which have been provided.  These snippets need to be seen in the context in which they appear.

On 3/13/2024 at 7:56 AM, pwilson said:

In the discussion of Consideration by Paragraph, RONR (12th ed.) 28:8 forbids the application of Previous Question and Limit or Extend Limits of Debate to individual paragraphs.

Why wouldn't the principle described in 15:17 apply, namely, "that the two-thirds vote necessary for the adoption of any motion to modify the limits of debate also fulfills the requirement for suspending the rules"?

When a proposal is being considered seriatim, the paragraphs or sections within it are considered individually, one-by-one.  During consideration of each individual paragraph, that paragraph is open to debate and amendment, but it does not constitute a separate question, and no vote will be taken on it.  Motions to order the Previous Question or to Limit or Extend Limits of Debate  can be applied only to pending motions. It is for this reason that motions to order the Previous Question or to Limit or Extend Limits of Debate can be applied to proposed amendments to the paragraph under consideration, or to the entire document, but not to the paragraph under consideration.

On 3/12/2024 at 3:37 PM, J. J. said:

I would take it that you would except something expunged? 

No, I would just like to know what happened.  All that we know is that a vote was taken and immediately, somehow or another, "deemed null and void".  

On 3/12/2024 at 7:58 AM, Guest Mike B said:

A vote on a proposal was taken.  Immediately following the vote it was found that the proposal contravened the Deed of Trust. Thus the proposal and vote was deemed null & void.
Should that vote be recorded in the minutes?

Yes, the minutes should reflect exactly what occurred. 

You say that, immediately after the vote, the proposal and vote was deemed null and void.  The minutes should also reflect exactly what action was taken by the assembly to make this determination.  What action was taken by the assembly to make this determination?

On 3/11/2024 at 10:13 AM, Rob Elsman said:

The proposed solution simply means that a majority of insufficient size will get up and leave the one room or area in which the meeting is being held. This is colloquially known as "quorum busting", a practice that should be unnecessary and undesirable in parliamentary law properly used.

I think you are now simply indicating that you don't think that the rule in RONR should be what it is.  That's okay.  What I object to is someone insisting upon a misinterpretation of a rule in RONR.

On 3/11/2024 at 9:37 AM, Rob Elsman said:

Unfortunately, this is the solution that lets a minority of sufficient size hold the assembly hostage until the hour arrives. It's the parliamentary equivalent to division by zero in mathematics.

It took more than minority to decide to create this order of the day.

On 3/11/2024 at 8:40 AM, Guest Jimm said:

 

If the agenda to be followed is voted on at the beginning of the meeting as an order of business, isn't that then an order of the day in of itself?

No. The adopted agenda becomes the order in which business is to be conducted, it isn't itself an order of the day.  Each item on it, however, is an order of the day.

On 3/11/2024 at 1:03 AM, Guest loribagwell@charter.net said:

Bylaws require a 2/3 vote to approve.  The chair of a meeting has decided to place extensive bylaw amendments on a consent agenda and then require members to ask to remove from consent the bylaw with an issue.  She is indicating that a motion to pull all bylaws off the consent calendar will not be accepted and only one item per member may be pulled.  Causing us to have 43 different people pull it off consent.  A consent calendar/agenda is only required to be a majority vote while bylaws require 2/3rd.  She is using Roberts Rule to say the agenda is so long she is doing consent.  Thoughts Please.  Is this proper?

RONR (12th ed.) 41:32 tells us that:

"... The special rule of order establishing a consent calendar may provide that, when the matters on the calendar are called up, they may be considered in gross or without debate or amendment. Otherwise, they are considered under the rules just as any other business, in which case the 'consent' relates only to permitting the matter to be on the calendar for consideration without conforming to the usual, more onerous, rules for reaching measures in the body.

What, exactly, do your bylaws or special rule of order provide with respect to your consent calendar?

On 3/10/2024 at 11:24 AM, Dan Honemann said:

Then how are the alternates to be elected?

On 3/10/2024 at 10:56 PM, Atul Kapur said:

As a majority is not required to elect here, the top 50 vote getters would be elected delegates and the 51st-100th vote getters would be the alternates.

Thank you.  I flubbed that one.

On 3/10/2024 at 7:29 PM, Rob Elsman said:

This is quite true, but there are many hours.  A motion to adjourn at three o'clock does not pose the same question as a motion to adjourn immediately.  The two are not in conflict with one another, because the motion to adjourn at a certain hour is conditional upon the assembly being in session when the hour arrives--it does not guarantee that the assembly will be in session at that hour.  There is no need to modify the motion to adjourn at the hour fixed; it is simply moot at that hour if the assembly has already adjourned.

I think it possible that you have in mind the discussion in this thread in which it was noted that adoption of a motion such as the one described in 15:19(b) does not mandate that debate continue until the time prescribed for closing debate.  It simply orders that debate shall not be allowed to continue beyond that time.

The difference between that situation and this is that the adoption of a motion such as the one described in 15:19(b) does not create an order of the day. We are here dealing with a situation in which adjournment has been made an order of the day.

On 3/10/2024 at 9:18 AM, Atul Kapur said:

 

I think it would also be reasonable to have each member vote for up to 50 individuals, as there are significant differences between delegates and alternates, so they could be considered not equivalent (in that mindset, you're just electing 50 delegates and a ranked list of backups).

Then how are the alternates to be elected?

On 3/9/2024 at 10:33 AM, Rob Elsman said:

I don't mean to imply that rules cannot be suspended. Much of the common parliamentary law is suspendable. My point is that the "vanilla" rules in the book can apparently be used to reach this bizarre result. This, for me, is like the rabbit hole to Alice's Wonderland. Serious reservations are raised in my mind that the premises of the argument are correct.

I still don't understand this.

What distinguishes "vanilla" rules from other rules?  And again, why in the world would you suggest using the complicated, multi-motion process you suggest using, especially since you don't think it will work?

On 3/9/2024 at 9:44 AM, Rob Elsman said:

I'll ask Mr. Elswood. He's right here with me. 😁

Sorry about that.  😀

On 3/9/2024 at 9:44 AM, Rob Elsman said:

Seriously, I mentioned it because the question has been asked multiple times on this forum whether there is a way to have an "up or down" vote on a main motion, by which is presumably meant the elimination of the opportunity for compromise through modification. It turns out that there is, in fact, a path to do this using only subsidiary motions lined up in a certain way.

This parliamentary situation is, in my mind, bizarre. We see a lot of motions that are amendable and undebatable, but we do not see motions that are debatable and unamendable. That is because the deliberative process focuses the assembly on reaching a compromise through modification—as it should.

The upshot is that I will have to mention this path whenever the "up or down" question is raised again, though I continue to have grave reservations about it.

I simply don't understand this at all. When such questions are asked, why not suggest moving to suspend the rules which interfere with prohibiting any amendment?  Why do you see a need to suggest doing it in your extraordinarily convoluted solution?