Josh Martin

Well, the Secretary had better find the bylaws, as maintaining the bylaws is one of the Secretary's duties. Members do not, strictly speaking, have a right to copies (although RONR does recommend that members be provided with copies), but members at a minimum have a right to inspect the bylaws. "It is a good policy for every member on joining the society to be given a copy of the bylaws, printed together with the corporate charter, if there is one, and any special rules of order or standing rules that the society may have adopted as explained below. A member should become familiar with the contents of these rules if he looks toward full participation in the society's affairs." RONR (12th ed.) 2:13 "Duties of the secretary. The duties of the secretary are: ... 8. To maintain record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered, with any amendments to these documents properly recorded, and to have the current record book(s) on hand at every meeting." RONR (12th ed.) 47:33 "Any member has a right to examine these reports and the record book(s) referred to in 47:33(8), including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary." RONR (12th ed.) 47:36

Nothing. I would ordinarily agree, but I'm finding a difficult time interpreting it in a way that is not surplusage. While I am well aware that RONR says "There is a presumption that nothing has been placed in the bylaws without some reason for it," actual experience with organizations has led me to believe that this presumption is not absolute. Or to put it another way, sometimes the "reason" is "the drafters didn't know what they're doing." My guess is that the drafters were under the mistaken belief that a majority of the members present was required, and all of this additional language was necessary in order to ensure that if there were abstentions, there was still a majority of the members present on one side or the other (by including the abstaining members with those voting in the majority), and were unaware none of this was necessary.

Well, as I have said, the state parliamentarian is quite likely in the best position to understand the advice the state has given you on this matter, so if they are now telling you that the IPP is not on the board, I suppose that's that. Which is probably just as well. I do think, however, that in any event this thread raises an interesting question, and it may well behoove the state to issue further guidance clarifying its earlier opinion, as I have to imagine your county party is not the only county party to have this question (or other questions) about the advice the state has provided in this matter.

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. It's quite correct that "At an in-person meeting of a subordinate board of average size, whenever a member says something he will be heard." But in a larger assembly, the conditions for that assembly meeting "in a single room or area" will be different than "a subordinate board of average size." As a consequence, what it means for such an assembly meeting electronically to constitute ""conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area"" will be different that what is required to constitute such conditions for a subordinate board of average size. Now, there is certainly a question of whether it is wise as a practical matter for any assembly larger than "a subordinate board of average size" to meet electronically at all, but to the extent an organization chooses to have such meetings, it seems that such meetings will necessarily be different than a smaller assembly, just as would be the case for an in-person meeting. I think there was perhaps an assumption based on the title of this thread (Can a Chair Mute Board Members as Default?) that this is "a subordinate board of average size," but for a political party I'm not certain that assumption is correct. The "board" (or "central committee" or "executive committee," as they are often instead referred to) are often quite a bit larger than "a subordinate board of average size."

Yes, you should seek legal advice. This is not a Robert's Rules issue.

What do your bylaws say with regard to calling meetings? Do your bylaws (or applicable law) permit meeting in this manner? This, in and of itself, is not necessarily a problem, although ultimately such an arrangement will require the board's approval. "In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt an incidental main motion to effect such an arrangement for all or part of a session. This motion is a question of privilege affecting the assembly (19). Alternatively, the rules may be suspended to authorize this type of temporary appointment, even over the objection of the president or a vice-president. Cf. 62:13–14." RONR (12th ed.) 47:13 As I understand the facts, you are saying that this person is not permitting board members who have properly sought recognition to speak. I am in complete agreement that this is entirely improper. Please clarify how the original meeting date "was agreed" to. I would probably advise getting a new chair, for starters. For assistance in that regard, in addition to the citation above, see also RONR (12th ed.) 62:2-15, "Remedies for Abuse of Authority by the Chair in a Meeting." As to the issues related to calling a meeting, you will have to look at what your bylaws say on that subject. There also appear to be some issues here which are more legal than parliamentary in nature, and you may need legal counsel.

Well, I don't know personally, but I can speculate. The rule in the 11th edition reads as follows: "The Previous Question cannot be ordered to stop the making of suggestions for filling a blank. The same result may be accomplished, however, by a motion to Close Suggestions which is identical to a motion to Close Nominations (31). It may be adopted by a two-thirds vote and is in order if a reasonable opportunity to make suggestions has been given." RONR (11th ed.), p. 167, ll. 15-20 The rules in the 12th edition read as follows: "Proposals to fill a blank in a debatable motion are debatable. When there is no response to the chair's call for further suggestions, the chair asks, “Are you ready for the question?” or “Is there any debate?” To speak in debate, a member must first be recognized by the chair. The member may then speak in favor of or against a suggestion made previously or make a new suggestion and speak in favor of it. As a consequence of the rules stated in the preceding paragraphs, debate on the comparative merits of the different suggestions may take place both concurrently with the making of suggestions and after all suggestions have been made. In any event, in this debate the underlying question is that of choosing the suggestion(s) that shall fill the blank, and each member is therefore permitted to speak no more than twice per day on that question, regardless of the number of suggestions made. When no further suggestions are offered, and there is no further debate, a vote is taken on the suggestions, as described below. Proposals to fill a blank are not amendable. Motions to Limit or Extend Limits of Debate or for the Previous Question can be applied to the consideration of suggestions, and when voting on the suggestions has been ordered by adoption of either of these motions, no further suggestions for filling the blank may be made at the time the order goes into effect. However, if a member obtains the floor and moves the Previous Question before a reasonable opportunity to make suggestions has been given, the chair must call for suggestions before stating the motion for the Previous Question." RONR (12th ed.) 12:98-101 So it would appear to me that under the prior rules on this matter, suggestions were taken first, then debate. As a consequence, it was necessary for some motion to "close suggestions," in a similar manner to the motion to close nominations. Under the rules in the 12th edition, however, "debate on the comparative merits of the different suggestions may take place both concurrently with the making of suggestions and after all suggestions have been made" and "The member may then speak in favor of or against a suggestion made previously or make a new suggestion and speak in favor of it." As a consequence of these rules, the authors appear to have determined that a separate motion to "close suggestions" is no longer necessary, and instead, the Previous Question can be used to end debate and the making of new suggestions. If a situation arises in which it is still desired to close suggestions (but not to close debate), I would think this could still be accomplished by means of a motion to Suspend the Rules, however, I think that if this motion is made "before a reasonable opportunity to make suggestions has been given," the chair must call for suggestions before stating the question on that motion.

I don't think you're missing anything. It appears the rule does indeed set a very high bar for removal, which is not unusual. I overlooked this issue initially, but it appears you may very well be right.

Well, as to the "swearing in" itself, you will have to look to your own rules and customs on that question. RONR does not require anyone to be "sworn in," and any such "swearing in" is purely ceremonial. "An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time (see 56:27). If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." RONR (12th ed.) 46:47 But I think what you may be asking is "Do the newly elected members of the nominating committee take office at the same time as the newly elected officers?" Generally, provided that the officers and the members of the nominating committee are elected at the same time, then I would say "Yes." Ultimately, however, I think you will need to look to your own bylaws to answer this question. I'm not entirely certain on this. I think the time at which the Nominating Committee is appointed or elected will vary from society to society. In some organizations, the Nominating Committee is elected at the same time as officers. This may be done if, for example, the membership only meets annually, and the organization prefers to have this committee elected by the membership rather than delegating this authority to the board.

No. A resignation may be submitted in writing, or the resignation may be submitted orally at a meeting. Yes. (I am assuming the board is the body with the power to fill the resulting vacancy.) The member may unilaterally withdraw (not "rescind") the resignation until the the chair states the question on accepting the resignation. After the chair has stated the question on the resignation, but before the vote has been taken, the member may withdraw the resignation only with the consent of the board.

RONR does not require that attendance be taken at all. Could you clarify the reason behind your question? Is this simply about recording which members are (and are not) present? Or is your concern related to something else, such as the presence of a quorum?

Well, you don't elect an IPP, at least not directly. But a person becomes IPP by virtue of the fact that they used to be the President, and the IPP would have been elected to that office. So I don't know that the existence of the IPP on your board is in conflict with the advice you received from the state "that no person can be a member of the County Executive Committee unless he or she was elected at the annual convention in an odd-numbered year or at an Executive Committee meeting." The IPP was elected "at the annual convention in an odd-numbered year or at an Executive Committee meeting." They were just elected some time ago, and were elected to the position of President, and now serves by virtue of the position to which they had previously been elected. So I actually think the opinion provided by your state's parliamentarian makes sense to me, and in any event, the state's parliamentarian is probably the person best suited to interpret the opinion provided by the state. I would advise your organization nonetheless jettison the IPP as soon as possible, because it is a bad idea to have the IPP on the Executive Committee or the Executive Board. But unfortunately, I don't think the state has booted your IPP off the board. Yes, that is a correct understanding. I am in agreement that these positions can no longer automatically serve on your Executive Committee, under the opinion provided to you by the state. But suppose, for example, you had other positions which are not elected directly to the board, but are still elected by the convention or by the Executive Committee. Suppose, for example, certain committees are elected at the convention, and your bylaws provide that members of those committees serve ex officio on the Executive Committee. I don't see anything wrong with that. For that matter, if your convention directly elects named officers (Chair, Vice Chair, Treasurer, Secretary) and those officers automatically serve on the board, those persons are in effect ex officio members of the board, although people often don't think of them that way. So I don't think it's correct to say that the state's opinion removed ex officio members altogether. It is correct, however, that ex officio members who are not elected at the convention or an Executive Committee meeting are removed.

It seems to me you have provided the answer to your own question.

Do these members constitute "at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting"? Well, this is clearly wrong. The rule in question quite clearly states "a special membership meeting may be called by the Chairman, by at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting" (emphasis added). Again, this does not appear to be what the rule says. It appears to me that the members can indeed determine the date and time of the meeting. Now, what they're suggesting is not unusual, and in fact, what they're describing is the more common way things like this work. Often, the bylaws will say something like: "Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society." The rule above does not permit ten members, on their own, to call a meeting. Only the President or the Executive Board may do so. However, it provides that the President or the Executive Board must call a special meeting if they receive a request to do so from ten members. So in that circumstance, it would indeed be the President or Executive Board that would make that determination. Your rules, however, provide "a special membership meeting may be called by the Chairman, by at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting". With the way the rule is written, it appears any of these groups may call the meeting itself. Now, quite frankly, I'm not actually sure it's a good idea to let random members decide the time and date for the meeting. It may well be more prudent for the bylaws to instead provide that the meeting will be called by the Church Council upon request of the members, and for the council to then call the meeting. Nonetheless, the organization is obliged to follow its bylaws as they are currently written, unless and until they are amended. Well, Robert's Rules doesn't really enter into it. Neither of these questions are about Robert's Rules - they're about the meaning of your bylaws. But in my opinion, no, neither of these positions are correct. Ultimately, however, it is up to your organization to interpret its own bylaws. In an organization that has adopted RONR as its parliamentary authority, it is my view that the call of a special meeting must include the matters to be considered at that meeting, unless the bylaws specifically provide that this is not the case. If the bylaws are simply silent on this matter, I believe the rule in RONR is still applicable. While it is certainly correct that "In the event of a conflict, your bylaws control," I do not view this as a conflict.

"Although it is the duty of every member who has an opinion on a question to express it by his vote, he can abstain, since he cannot be compelled to vote." RONR (12th ed.) 45:3

All members of the board retain all of their rights to vote unless and until those rights are removed through disciplinary proceedings or through operation of a provision in the bylaws. The fact that a charge has been brought against the member, in and of itself, does not deprive the board member of their rights in connection with this matter unless your bylaws so provide. So generally, yes, the member would be "involved in the conversation and approval for a formal review of the charges brought against them." I would suggest that the member should not vote on this matter, however, he ultimately has the right to do so unless your bylaws provide otherwise. "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

The motion passes by a vote of 3-2. I would also probably suggest the board strike the rule in question from its bylaws, since I don't think it changes anything or adds anything meaningful. All it seems to accomplish is to cause confusion. "Do abstention votes count? The phrase “abstention votes” is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an “abstention vote.” In the usual situation, where the rules require either a “majority vote” or a “two-thirds vote,” abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a “no” vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]" FAQ #6, emphasis added I don't agree with this. As I understand it, this statement (albeit poorly worded) is simply noting that a member who abstains is, essentially, letting the other members decide the issue. I do not believe the statement has the intent or effect of providing that an abstention should be counted or recorded as a vote. My personal view is that the bylaws provision in question doesn't mean much of anything, and simply (poorly) reiterates existing principles. No, this changes nothing. For starters, this rule only relates to adopting, amending, or repealing rules of order, and it's not clear that's the type of motion the board was voting on. But even assuming this rule was applicable, it still changes nothing, because the number of members present and voting in the original scenario is five, and three is a majority of five. An abstention is not a vote, so the member who abstained is not voting.

Based on these additional facts (although it is difficult to say for certain because we have not seen the exact language of the rules in question), I am inclined to agree that meetings called by the Chairman/Vice Chairman are not "special meetings," but are instead regular meetings. Assuming this to be correct, the call of the meeting would only need to include the date, time, and location of the meeting.

Well, your group's understanding is wrong. Specifically, it is wrong in both of the following ways. The term "majority" means "more than half," which is not quite the same thing as "half plus one." For a simple illustration of this, suppose there are five members voting. Half of this is 2.5. So "half plus one," taken literally, would be 3.5, which would mean four votes would be required (as three votes wouldn't be enough). The correct definition of majority is "more than half." Under this definition, three votes is sufficient for a majority. The term "majority," when unqualified, means more than half of the number of members actually voting, not more than half of the members present. The word "simple" adds nothing to the meaning here, and it would preferable to strike it. RONR is explicit on this point. There is no ambiguity. "As stated in 1:6, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means “more than half”; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting." RONR (12th ed.) 44:1 If your organization wishes to adopt rules providing that the requirement for adoption is "half plus one" of the number of voting members present (or perhaps more than half of the members present, as I think you may be using "half plus one" as an incorrect shorthand, and not using it intentionally), your organization is free to do so. Your rules as they are presently written, however, do not require this, notwithstanding your student group's erroneous understanding of the meaning of the word "majority." Personally, for the reasons expressed previously, I believe such a rule would be extremely ill-advised, as the effect of such a rule would be that abstentions would have the same effect as "no" votes. This is problematic for members who wish to abstain for its intended purpose - to maintain a position of neutrality. Your organization, however, is still free to adopt such a rule if it wishes.

I don't disagree with any of these concerns, but I would respectfully suggest that, as always, these concerns must be balanced with the opposite concern. In a very large assembly, constantly having to mute members (whether this is an issue due to members' unfamiliarity with the technology or due to malicious intent) is going to become extremely tedious. Whether it is preferable for members to have the ability to unmute themselves (or not) will ultimately be up to the organization to determine for itself what rules fit its needs. Everyone is very concerned (and I think rightly so) about abuse by the chair, but I don't think some posters are sufficiently concerned about abuse (or simply error) by the members.

Based on the facts presented, the motion was adopted by a vote of 2-1. The President's ruling was correct, and your understanding is wrong. A vote of 2-1 is a majority. Additionally, your definition of a majority as "half plus 1" is also wrong. A majority is simply "more than half." "As stated in 1:6, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means “more than half”; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting." RONR (12th ed.) 44:1 This is how it's supposed to work, because as you say, "abstentions do not count." Creating rules under which an abstention would have the same effect as a no vote would defeat the point of abstentions. "Voting requirements based on the number of members present—a majority of those present, two thirds of those present, etc.—while possible, are generally undesirable. Since an abstention in such cases has the same effect as a negative vote, these bases deny members the right to maintain a neutral position by abstaining. For the same reason, members present who fail to vote through indifference rather than through deliberate neutrality may affect the result negatively." RONR (12th ed.) 44:9

Yes. In this event, the motion is out of order. There's no need for a motion to "keep doing what we're already doing." Yes. Yes, that would be a motion to Rescind.

No facts have been presented at this time suggesting the Zoom is open to the public.

I don't believe it can. So if this was used for an election, I think you'd need either need to use an external voting platform or adopt some special rules of order for a workaround (e.g. provide a general "write-in" option, and then provide some mechanism for handling the situation where "write-in" wins, similar to what I believe was used at NAP conventions when the previous electronic voting system was used).

In my view, the fact that the bylaws require notes of committee meetings to be retained for seven years, in and of itself, does not change any of the other rules pertaining to such notes. Certainly, however, the organization is free to adopt rules requiring that the notes be approved or signed, or even to require that the committees take formal minutes in the same manner as an assembly, if it wishes to do so.