Josh Martin

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.

Do your bylaws or applicable law authorize such meetings? Such meetings are not permitted under RONR, unless authorized by your bylaws or applicable law. RONR says the following on this subject. Generally, my understanding is that "yes," the Zoom poll feature satisfies the requirement for a secret ballot. (Assuming, of course, that the assembly is authorized to meet in this manner to begin with.) "Voting by ballot (also known as secret ballot) is used when secrecy of the members' votes is desired. A ballot vote is a vote taken by instruments, such as slips of paper or electronic devices, by which members can indicate their choices without revealing how individual members have voted. On a ballot vote in an election or other vote involving multiple possible choices, members are able to write in or fill in a vote for any eligible person or choice and are not confined to voting for or against candidates that appear on the ballot." RONR (12th ed.) 45:18

Well, that seems to be an even bigger problem, so that should be rectified as soon as possible. This should, of course, be corrected. Small victories. I think this is, unfortunately, correct.

Well, for future reference, the assembly should not be waiting a year to approve minutes, because it's hard to remember what happened a year ago. "Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see 48:15)." RONR (12th ed.) 48:12 I'd also suggest that it seems quite likely the assembly is putting too much information in its minutes. That's usually what leads to these sorts of disagreements. See RONR (12th ed.) 48:2-8 for information on what the minutes should contain. "In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes must never reflect the secretary's opinion, favorable or otherwise, on anything said or done." RONR (12th ed.) 48:2, emphasis in original To the extent your assembly is already following that advice, another top culprit for these sorts of issues is failing to require that motions be submitted in writing. "Work product" is not a term used in RONR. I understand you to be asking who the minutes "belong" to. They ultimately belong to the association. You are the Secretary now, so I believe you could modify the draft minutes if you wish, but you are under no obligation to do so. If you prefer to leave this matter to the assembly's discretion, you are free to do so. That's ultimately up to the association to decide, not the current Secretary (and certainly not the former Secretary). Corrections are generally handled by unanimous consent, but if there is a disagreement for some reason, a majority is sufficient. None. That's ultimately up to you, but my guess is if there is this much disagreement, this is ultimately going to be resolved by the association one way or another. So if I were you, I'd probably leave the draft minutes as-is and inform the board member he is free to propose a correction when the minutes are pending for approval if he wishes to do so. Even if you did make the requested correction, it seems likely someone else would move to change it back to the original. Good.

Well, thank you for these additional facts. Based on this, I would first suggest that the motion be reworded slightly, because the motion as written seems to be asking the church to approve something it has already approved (the Church Building Expansion Project), which is neither necessary nor in order. Also, a motion should be written as a statement, not as a question. Based on my understanding of the motion's intent, I would suggest the wording "To approve the current design for the church building expansion project, as proposed by XXX." (On the other hand, if the motion doesn't actually do anything but maintain the status quo if approved, then the motion is out of order.) "Motions to “reaffirm” a position previously taken by adopting a motion or resolution are not in order. Such a motion serves no useful purpose because the original motion is still in effect; also, possible attempts to amend a motion to reaffirm would come into conflict with the rules for the motion to Amend Something Previously Adopted (35); and if such a motion to reaffirm failed, it would create an ambiguous situation." RONR (12th ed.) 10:10 To the extent that this motion does not modify the cost or funds needed for the project, as approved in the original motion, this could be adopted as an ordinary main motion by a majority vote, since my understanding is the original motion did not approve any particular design. If this does modify the cost or funds needed for the project, the motion should specify as much, and it would require a motion to Amend Something Previously Adopted. Finally, I would note that even to the extent this motion is rejected, the assembly is still obligated proceed with the Church Building Expansion Project, and I suppose would need to decide on some alternative design. If the assembly no longer wishes to proceed with the project, the original motion would need to be rescinded or amended. This is false. If the motion fails, the original motion stands. If it is desired to terminate the project, then a motion to Rescind or Amend Something Previously Adopted is required.

I wonder if perhaps there is a mistaken belief that the call of a special meeting is limited to a single item of business, and that is what gives rise to this question.

To be clear, by "simultaneously" I understand you to mean sending the call of both meetings simultaneously, not referring to holding both meetings simultaneously. If you mean the latter, that raises a bunch of issues. I'm somewhat unclear on the purpose of calling two separate special meetings rather than just handling everything at one meeting and scheduling an adjourned meeting if necessary, but to the extent there is a need for two special meetings, I see no reason that the call of both special meetings cannot be sent simultaneously. I am also unclear as to the meaning of "15% of the quorum of the last membership meeting." Could you quote what your bylaws say on that matter exactly and, while we're at it, what they say about quorum? Well, actually the quorum could vary from meeting to meeting, depending on the manner in which quorum is defined. If quorum is established as a percentage of the membership, rather than as a fixed number, quorum may fluctuate slightly as members join or leave the society. So the intent of "15% of the quorum of the last membership meeting" may be to fix a set time at which the quorum is set for purposes of this calculation. To the extent that the rule does say "last membership meeting" and not "last regular membership meeting," it's conceivable this could affect the validity of the call for the second special meeting, but generally I would guess the fluctuations in quorum are small enough that it will not be an issue.

Nor will you find it there. There is no official edition of Robert's Rules of Order with that title. Rather, it appears to be referring to one of the many third party knockoffs out there. These books have proliferated because Robert's Rules of Order is old enough that some of the older editions are now in the public domain. (Most of the third party knockoffs are based on the 4th edition, published in 1915.) I'm not entirely certain what book your rules are referring to, because I'm not aware of a book with the exact title "Robert's Rules of Order, Simplified Edition." There are several third party knockoffs with both "Robert's Rules of Order" and "Simplified" in the title. If forced to hazard a guess, I suspect the drafters were referring to Webster's New World Robert's Rules of Order Simplified and Applied, 2nd edition by Robert McConnell, as this is one of the more widespread knockoffs. But they could conceivably be referring to The Modern Edition of Robert's Rules of Order (A Simplified, Updated Version of the Classic Manual of Parliamentary Procedure) by Darwin Patnode; or Robert's Rules Simplified by Arthur Lewis; or Robert's Rules Simplified: Pocket Guide to Rules of Order by an unknown author; or The New Robert's Rules of Order: A Modern and Simplified Version by Mary De Vries; or some other junk that didn't pop up in my Google search. But since none of the third party knockoffs are very good, I would advise your organization to amend the rules in question to replace this sentence with the following language: "The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt."

Yes. The procedures for amendments to the bylaws are discussed in great detail in RONR (12th ed.) Section 57. Well, for starters, why are these amendments being sent to the Rules Committee to begin with, if this has never been done before? Were the organization's rules recently amended to provide for this? Did someone recently uncover a statement in the rules that these amendments are supposed to be sent to that committee, that had previously been ignored? The process for amending the bylaws generally is discussed in RONR (12th ed.) Section 57. RONR does not discuss how a "Bylaws Committee" would work for a convention, but generally I am inclined to think it would function in a manner comparable to a Resolutions Committee, the duties of which are discussed in 59:67-83, although some of what is said there will not be applicable, and there also other considerations such a committee will need to take into account. In the long run, your organization may wish to adopts its own rules on this matter, if this is the intended process for handling amendments to the bylaws in the future. There is, of course, the threshold question of whether this committee is supposed to be considering these amendments to begin with, and the fact that this is being done this way "for the first time" certainly makes me skeptical on that point.