Josh Martin

On 4/23/2024 at 4:07 PM, Guest LJames said:

Our students currently have this in their constitution "The executive board shall take all action through simple majority vote" and "The quorum of an executive board meeting shall be established at three voting members and the student body president". In meeting where they had  3 voting members and president were present they voted on an item where the vote was 2 yays, 1 nay and 1 abstention. 

Based on the facts presented, the motion was adopted by a vote of 2-1.

On 4/23/2024 at 4:07 PM, Guest LJames said:

The president stated that the item passed because the abstentions do not count toward the vote. We are under the impression that with a simple majority, would need 3 yays to pass. We define simple majority as half plus 1. We understand that abstentions do not count, but we believe that still needs 3 yays in order for the item to pass. Is the president correct to say that the item passed with  2-1-1 vote?

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

On 4/22/2024 at 10:14 PM, Guest Sally said:

If the motion is reworded to "To approve the current design for the church building expansion project, as proposed by XXX" and if it is passed, it actually doesn't change anything. The contractor has been hired. The design plans have been submitted. We're waiting on permits. Is the motion therefore out of order?

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."

On 4/22/2024 at 10:14 PM, Guest Sally said:

The cost and funding method has changed since approved in the original motion. Does there need to be a separate motion to amend it? 

Yes.

On 4/22/2024 at 10:14 PM, Guest Sally said:

I'm thinking the simplest way might be a motion to terminate the project which is a motion to rescind or amend?

Yes, that would be a motion to Rescind.

On 4/22/2024 at 5:29 PM, laser158689 said:

I think you would also need to ensure that only certain folks can participate in the Zoom poll, if the zoom is open to the public.  

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

On 4/22/2024 at 11:11 AM, J. J. said:

I will note that, absent a bylaw prohibiting them, write-in votes are permitted for the election of officers.  I am not certain if Zoom can handle that. 

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).

On 4/21/2024 at 3:20 PM, Tomm said:

Based on the fact that committee memorandums are not required to actually be approved or signed, does the fact that the bylaws require them to be retained for 7 years change any of those facts. 

There are no other requirements stated in the rule to retain them other than the 7 year limit.

I suppose they should be verified as correct, but other than that, they still are no more than a memorandum? 

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.

On 4/21/2024 at 4:38 PM, Guest Hannah said:

My organization frequently meets via Zoom.

Do your bylaws or applicable law authorize such meetings? Such meetings are not permitted under RONR, unless authorized by your bylaws or applicable law.

On 4/21/2024 at 4:38 PM, Guest Hannah said:

Is voting on Zoom using the Zoom poll feature equivalent to a secret ballot for in-person meetings? Does RONR address this aspect of virtual meetings?

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

On 4/22/2024 at 7:49 AM, Guest Apple said:

There are supposed to be several meetings of the general membership every year, with the dates set forth in the Bylaws, but as far as I can tell, no such meetings have been called or held for over 2 years.

Well, that seems to be an even bigger problem, so that should be rectified as soon as possible.

On 4/22/2024 at 7:49 AM, Guest Apple said:

Nor are minutes and Board meeting notices being sent to the membership every month, as directed in the Bylaws.

This should, of course, be corrected.

On 4/22/2024 at 7:49 AM, Guest Apple said:

The ONLY thing I have persuaded them to do is document the results of the (not-allowed) email votes in the Minutes.

Small victories.

On 4/22/2024 at 7:49 AM, Guest Apple said:

Getting more Bylaws-adherent people elected to the Board is my long-range plan - the only plan I have, in fact - but given the staggered terms and the specific individuals whose terms are up this year, the earliest election at which that is even a possibility is a year and a half away.  The Nominating Committee is majority Bylaws-adherent, at least.  I hate to say that they're the only "weapon" the Bylaws adherents have, but they are.

I think this is, unfortunately, correct.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

Our association has an annual meeting.  At the last meeting I was elected the new Secretary.  The outgoing Secretary compiled the draft minutes and now they are to be approved at the upcoming annual meeting.  In preparation now (a year later) for the annual meeting a Board Member wants to revise the minutes.  They note that this was requested previously of the outgoing Secretary but there is disagreement still about the content.  The Board Member is requesting I correct the draft minutes.  

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.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

Are the prior year minutes the work product of the previous Secretary?

"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.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

What authority if any do I have to change the draft minutes?

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.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

The prior Secretary states they have a recording of the meeting and the minutes will not be changed.

That's ultimately up to the association to decide, not the current Secretary (and certainly not the former Secretary).

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

If corrections are brought to discussion via motion to correct the minutes at the annual meeting how should that be handled? Would the corrections proposed at the meeting require simple majority or unanimous consent?

Corrections are generally handled by unanimous consent, but if there is a disagreement for some reason, a majority is sufficient.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

If the corrections are not accepted by the members vote then how much detail regarding the content of the corrections are to be included in the current meeting minutes if any?

None.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

What is the best way to handle the current situation?  

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.

On 4/22/2024 at 7:40 AM, Guest New Secretary said:

Appreciate feedback on how to best handle the current situation.  For the next meeting I plan on suggesting the Board approve the annual minutes shortly after the meeting after a 30 day period of feedback from the members. 

Good.

On 4/21/2024 at 5:00 PM, Guest Sally said:

Here is the original motion (left the numbers blank)

"Implement the ‘Church Building Expansion Project’, estimated cost
$xxx. Raise the needed funds for the project by collecting $xxx in
donations from the congregation and issuing $xxx in church bonds.

Here's the current motion

“Do you approve the current church building expansion project?”
 

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.

On 4/21/2024 at 5:21 PM, Guest Sally said:

If this motion is not be passed, the project shall be terminated permanently. The existing building fund shall be used for related mitigation of, but not limited to, contracts or construction. 

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.

On 4/21/2024 at 10:49 AM, J. J. said:

This was my concern.  I think that, if it there would the requisite number of members that wanted to consider Item A and a requisite number of members that wanted to consider Item B, they could both be noticed on the same piece of paper (if anyone still uses that).  

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.

On 4/21/2024 at 2:00 AM, Guest John said:

Our church bylaws state that with at least two weeks notice, special membership meetings (aside from our regular annual one) can be called by members numbering 15% of the quorum of the last membership meeting. 

Could that 15% call two special membership meetings simultaneously or must they only call one and then hold that meeting before calling another? 

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?

On 4/21/2024 at 7:41 AM, Joshua Katz said:

Quorum does not vary meeting to meeting, so I will assume this means something like 15% of the number who attended.

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.

On 4/21/2024 at 9:29 AM, Guest Larry Dynes said:

Will someone kindly help me understand this?
"All meetings and conventions within the purview hereof shall be governed by Roberts Rules of Order, latest Simplified edition."
I am not finding it here: https://robertsrules.com/books/#books.

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."

On 4/20/2024 at 3:14 PM, Patriot said:

Does Roberts Rules of Order cover how amendments to the bylaws should be handled?

Yes. The procedures for amendments to the bylaws are discussed in great detail in RONR (12th ed.) Section 57.

On 4/20/2024 at 3:14 PM, Patriot said:

Here is the scenario - our organization has conventions, and amendments are submitted by the various units. Typically, those are typed by the secretary and all presented on the floor. However, for the first time in known history, the amendments are being sent to the "Rules" committee, which in our bylaws is a committee for convention rules, and that has been what that committee has always handled.

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?

On 4/20/2024 at 3:14 PM, Patriot said:

Do we have a rule in Roberts that explains the proper process for this? I thought I read it at one time in Section 59, but just can't find it.

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.

On 4/21/2024 at 8:03 AM, Guest Sally said:

The members have motioned to approve the current design of the project. It is not intended to amend or rescind the previous resolution of implementing the building expansion project. 
 

Failing approval, the original resolution would remain intact but the current design of the project would be terminated and we would need to back out of our agreement with our contractors and decide next steps on building expansion project. 
 

Is this motion allowed? Or does the motion still need to changed to fall under amending something previously adopted?

I'm not sure I fully understand all of the facts, but this is what I understand to be going on here (please correct me if I am mistaken):

• At some point in the past, the assembly adopted a motion "for a building expansion project" which was to "implement the building project and on what the fundraising would be (how much to collect in donation, how much to raise by issuing bonds) given the stated estimated costs."
• While a proposed design was presented to the assembly, the motion itself did not specify any particular design. The assembly also did not approve a particular design at any later time.
• A motion is now proposed "to approve the current design of the project." This motion is not in conflict with the original motion - and, in fact, is consistent with carrying out the original motion.
• If the motion is not approved, however, this may necessitate a need to "back out of our agreement with our contractors and decide next steps on building expansion project."

So based on these additional facts, and assuming I understand the situation correctly, I think this is an ordinary main motion, and is not a motion to Amend Something Previously Adopted. As such, a majority vote is sufficient.

But I am a little confused, because you originally said "The charge is that our current project design is significantly different from what was proposed initially and the finances have changed too," but now you're saying "It is not intended to amend or rescind the previous resolution of implementing the building expansion project." These two statements seem to be in conflict to me.

Much like Mr. Elsman, I initially assumed this to be a motion to Amend Something Previously Adopted, because the statement "The charge is that our current project design is significantly different from what was proposed initially and the finances have changed too" led me to believe it was proposed to modify the original motion in some manner.

To the extent that this motion to approve the current design does in some manner modify the terms of the original motion to "implement the building project and on what the fundraising would be (how much to collect in donation, how much to raise by issuing bonds) given the stated estimated costs", then this would require a motion to Amend Something Previously Adopted.

Additionally, if the assembly ultimately determines a need to modify the terms of the original motion, or to back out of the implementation of this project altogether (which I understand may be considered if this motion fails), that would certainly be a motion to Rescind or Amend Something Previously Adopted.

The motion to Rescind or Amend Something Previously Adopted requires for its adoption a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

Out of an abundance of caution, and since this seems to be a subject of substantial interest anyway, I would be inclined to suggest that previous notice be given of this motion in any event, since it seems there may be some doubt as to whether it should be considered a motion to Amend Something Previously Adopted. If such notice is given, then only a majority will be required for adoption in any event. Previous notice may be given by including the notice in the call of the meeting, or by giving notice orally at the previous regular meeting.

On 4/20/2024 at 9:12 PM, Billy D said:

In our meeting today, when the floor was open for debate, a town official stood to read a letter into the debate which was being presented from one of the Select Board members who was out of town on vacation. The Board member in her letter stated that she was addressing the assembly as a resident and not as a town official. The moderator allowed the letter to be read into the debate, the contents of which were both self justifying for her actions on this issue, and also dredged in victimhood and self pity for the sufferings of her personal sacrifices. She indeed was speaking as a town official despite her opening remarks proclaiming otherwise. Some of her ire was directed at me in a veiled manner; the most vocal opponent of her project. 

I think there are, in fact, some rules in RONR which are applicable to this matter - however, there may well be rules on this subject in applicable law or the town's rules which would take precedence.

First, as noted previously, members do not have a right to read printed materials unless permission is granted by the assembly. As I noted, "If the member is reading excerpts from the papers, this technically requires the assembly's permission, but typically such permission is granted as a matter of courtesy as long as members don't get carried away with it."

Reading a letter from an absent member in its entirety, however, I think is certainly a case where the assembly should be asked whether to grant permission to read the letter. In any event, any member is free to object, which places the question in the hands of the assembly.

"If any member objects, a member has no right to read from—or to have the secretary read from—any paper or book as a part of his speech without permission of the assembly. This rule is a protection against the use of reading as a means of prolonging debate and delaying business. It is customary, however, to permit members to read short, pertinent, printed extracts in debate so long as they do not abuse the privilege. If a member wishes to do so, he can, while speaking in debate, say, “If there is no objection, I would like to read… [indicating the nature and length of the paper].” The member can then begin to read unless another member objects. In such a case, at any time until the speaker has finished reading, another member can interrupt him by an objection, which must be addressed to the chair. Or, if the speaker desiring to read prefers, he can formally request permission: “Mr. President, I ask permission to read a statement… [briefly describing it, as above]”; and the chair then asks if there is objection. In either case, if there is an objection, the chair can, of his own accord, put the question on granting permission, or any member can move “that permission to read a paper in debate be granted.” This motion requires no second unless moved by the member who made the request. Action of the assembly granting a request to read a paper can be reconsidered at any time until the reading has been concluded." RONR (12th ed.) 33:20

As to the contents of the letter, while I am generally inclined to think that words which are "self justifying for her actions on this issue, and also dredged in victimhood and self pity for the sufferings of her personal sacrifices" are perhaps not the wisest course for persuasion, I do not believe they believe any parliamentary rule.

However, words which relate to "ire... directed at [a member] in a veiled manner; the most vocal opponent of her project" are a violation of the rules of decorum. The topic before the assembly is the merits of the proposal itself, not the personal qualities of its supporters or opponents.

"When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate. If a member disagrees with a statement by another in regard to an event that both witnessed, he cannot state in debate that the other's statement “is false.” But he might say, “I believe there is strong evidence that the member is mistaken.” The moment the chair hears such words as “fraud,” “liar,” or “lie” used about a member in debate, he must act immediately and decisively to correct the matter and prevent its repetition (see 61)." RONR (12th ed.) 43:21

Finally, we are also informed that the letter was read by a "town official," and it is not clear whether the town official was a member of the assembly that was meeting. Even to the extent that non-members are permitted to attend, they do not have the right to speak in debate (even if what they are saying is on behalf of an absent member), unless permission to do so is granted by the assembly.

It also occurs to me that if the letter, including the personal attacks, was nonetheless read, you could have raised a Question of Personal Privilege to address that issue.

"Questions of personal privilege—which seldom arise in ordinary societies and even more rarely justify interruption of pending business—may relate, for example, to an incorrect record of a member's participation in a meeting contained in minutes approved in his absence, or to charges circulated against a member's character." RONR (12th ed.) 19:7

On 4/20/2024 at 9:12 PM, Billy D said:

This scenario did not seem right to me and so I stood and raised a "Point of Order", questioning why if everyone else could attend personally,  was it fair for her to "attend" as an apparition, where there is no accountability for her comments. If I were to stand and deliver statements like the ones that she was delivering, there  would be many people returning comments of their own into the mix. In this case she was able to deliver the blows and escape any accountability or return replies. It did not seem fair.

Well, I think you were correct to raise a Point of Order, but I don't agree on your reasoning. This isn't a trial - people do not need to be present for "accountability" or "cross-examination."

The reason why the letter violated the rules in RONR is because:

• The assembly's permission is required to read from papers.
• The contents of the letter which related to "ire... directed at [a member] in a veiled manner; the most vocal opponent of her project" were a violation of the rules of decorum, specifically 43:21.
• To the extent the town official was not a member of the assembly, the assembly's permission would be required for the official to speak in debate.

On 4/20/2024 at 9:12 PM, Billy D said:

The moderator immediately denied an intervention to the "Point of Order" and allowed the Board member's letter to be read. After 20 seconds, the Moderator intervened and stopped the reading, and corrected himself to allow me to speak my objection, which was then denied and the reading continued.

It appears the moderator at first erred by failing to address the Point of Order. The moderator subsequently addressed the Point of Order, but ruled it not well taken.

In my view, based solely upon the rules in RONR and the facts provided, if I were in the chair I would have ruled as follows:

"The member's point is well taken. While the chair disagrees with the member's reasoning, it is the case that there is no right to read from papers without the assembly's permission, if any member objects. The chair shall assume the Point of Order to be an objection. Further, the chair believes at least some aspects of the letter violate the rules of decorum. The chair shall now put the question to the assembly on whether the letter shall be read. If such permission is granted, the letter shall be read, excluding those portions which attack the motives of members of this assembly. If such permission is not granted, the letter shall not be read."

But it may well be that there is something in the town's rules or applicable law I am not aware of.

In any event, if a member disagrees with the moderator's judgment, the appropriate course of action is to promptly appeal from the decision of the chair, which places the question in the hands of the assembly. Since no such appeal was raised, the moderator's judgment stands as the judgment of the assembly.

On 4/20/2024 at 9:12 PM, Billy D said:

What do you think? Is that allowable? The content of her remarks is not really the question here, it is the allowance to read the letter into the debate.

I actually do think some of the content of her remarks is the question here, but it is also correct that the allowance to read a letter (any letter) into debate is at the assembly's discretion.

On 4/20/2024 at 9:12 PM, Billy D said:

As a secondary aspect to that, her remarks come as part of a town-wide smear campaign and scapegoating, with both acts and threats of violence directed at me, and she was allowed to contribute to that without an opportunity to respond.

To the extent such actions occur during a meeting, these are (rather severe) violations of the rules of decorum. To the extent such actions occur outside of a meeting, they are beyond the scope of RONR and this forum, and such matters should be directed to an attorney and/or law enforcement.

(RONR does also have rules pertaining to discipline and removal for misconduct, but it seems extremely unlikely those rules will be applicable here, as this situation relates to members of an elected body, and such matters are almost certainly governed by applicable law.)

On 4/20/2024 at 3:05 PM, Guest Interpretation said:

With this wording, can the President interpret the intention of "shall" to be "at least" one representative from each section, as long as there is one from each section?

No.

On 4/20/2024 at 3:05 PM, Guest Interpretation said:

The Constitution or Bylaws do not name our CFO but they are an integral member of said Committee.   There seems to be a void allowing interpretation that doesn't exclude the possibility of additional members to the committee.  It also does not preclude the establishment of additional policies or guidelines regarding the maximum number of members on the committee.

If not, do our Bylaws conflict with the Constitution by naming the President to be a voting member of the  Finance Committee?    

Your constitution provides "There shall exist a  Finance Committee. It shall exist as a standing committee, appointed by the President, consisting of one representative from each Section and the Executive Director."

The word "consist" means to "be composed or made up of." Therefore, if the bylaws provide that the committee shall consist of certain members, it shall consist of those members and no others.

So it is not permissible for either the CFO or the President to serve as members of the committee in addition to the stated members. The CFO and/or the President could be appointed as one of the representatives "from each Section," assuming nothing else in the rules prevents that.

Finally, I would note that even to the extent the CFO and the President are not members of the committee, nothing would prevent the committee from inviting either (or both) of them from attending meetings of the committee, and the committee could even permit them to participate in meetings (except for voting, of course).

On 4/20/2024 at 10:36 AM, J. J. said:

I'm in complete agreement.  As a factual matter, the secretary did not change his mind and did submit the information. 

In fact, the information he submitted led to an appeal to their Judicial Committee, ironically. 

Well, now I'm confused, but I suppose it will ultimately be up to the organization to resolve this matter.

On 4/20/2024 at 10:39 AM, Dan Honemann said:

No, it doesn't. An organization can adopt whatever rules it wishes for the governance of its proceedings provided that such rules do not violate the constitutional rights of any of its members or conflict with any federal, state, or local statute or ordinance applicable to it.

With respect to meeting held electronically, RONR tells us, in 9:31, that "[a] group that holds such alternative meetings does not lose its character as a deliberative assembly (see 1:1) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present."   

This sentence (which I have bolded) is simply noting that, if these conditions exist, holding such a meeting will not disqualify it from constituting a deliberative assembly as defined in 1:1.  If these conditions do not exist, as in the instant case, the meeting does not constitute a deliberative assembly as defined in RONR.

Well, so what?  The answer, as far as I can determine, is found in the footnote to 1:1, "... many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)."  As noted in 9:36, all sorts of additional rules will have to be adopted regarding the conduct of meetings held electronically, regardless of whether or not they constitute deliberative assemblies.

Thank you for this clarification.

On 4/20/2024 at 9:38 AM, Guest John said:

Every year we have an annual membership meeting for our church to vote in new elders and deacons among other motions. 

People will vote in the lobby where the ballots are before the meeting but do not show up to the meeting. 

Is this authorized in your bylaws? If not, this practice is not permissible.

To the extent this practice is authorized, you're on your own, because RONR's only advice on this subject is "Don't do that, and if you ignore this advice, you're on your own." RONR strongly advises against "mixing and matching" votes cast prior to a meeting with votes cast during a meeting.

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting. An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. The votes of those present could be affected by debate, by amendments, and perhaps by the need for repeated balloting, while those absent would be unable to adjust their votes to reflect these factors. Consequently, the absentee ballots would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result. If there is a possibility of any uncertainty about who will be entitled to vote, this should be spelled out unambiguously and strictly enforced to avoid unfairness in close votes." RONR (12th ed.) 45:56

On 4/20/2024 at 9:38 AM, Guest John said:

Our bylaws don’t define a quorum...

Then generally, even setting aside this issue of people voting prior to the meeting, your organization likely does not need to be concerned about a quorum.

"Number of Members Constituting a Quorum. Depending on the organization and the provision it adopts in this regard, the number of members constituting a quorum may vary. As discussed below, most voluntary societies should provide for a quorum in their bylaws, but where there is no such provision, the quorum, in accordance with the common parliamentary law, is as follows: ...

2) In organizations such as many churches or some societies in which there are no required or effective annual dues and the register of members is not generally reliable as a list of the bona-fide members, the quorum at any regular or properly called meeting consists of those who attend." RONR (12th ed.) 40:2

On 4/20/2024 at 9:38 AM, Guest John said:

...and simply state that binding decisions must have votes cast equal to 75% of the average of the votes cast during the last two membership meetings.  

This is a very unusual provision, but ultimately your organization is free to adopt such rules as it wishes on this matter.

On 4/20/2024 at 9:38 AM, Guest John said:

Is there anything wrong with this according to Robert’s Rules?

Yes, pretty much all of it is wrong according to Robert's Rules, starting with the very basic concept of votes being cast by persons who are not present at the meeting.

Notwithstanding this, your organization is free to adopt its own rules in its bylaws which supersede Robert's Rules.

"Experience has shown that some of the rules of a society should be made more difficult to change, or to suspend—that is, to set aside for a specific purpose—than others. Upon this principle, the rules which an established organization may have are commonly divided into classes—some of which are needed by every society, while others may be required only as conditions warrant. Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization." RONR (12th ed.) 2:2

On 4/20/2024 at 10:00 AM, Guest John said:

Does the voting need to happen in the middle of the meeting?

Yes, that is ordinarily how voting works.

An alternative option would be to instead provide for some method of absentee voting in the bylaws (by mail, electronically, submitted in person). But ordinarily, all votes should be taken in the same manner.

Having some people vote before the meeting and others vote during the meeting causes problems. What if the motions are amended, for example?

On 4/20/2024 at 10:00 AM, Guest John said:

How does that work with paper ballots and counting them? 

The same way you would count paper ballots otherwise.

On 4/20/2024 at 9:38 AM, J. J. said:

Another point raised was that the motion was out of order because it assigned an additional duty to the secretary beyond what was required in the bylaws. 

Yes, to the extent this is correct, this would mean this would be a main motion which conflicted with the bylaws, which would also be a continuing breach.

Again, however, I think the issue would be moot if the Secretary (still) voluntarily agrees to perform this task. (Although I gather the Secretary has likely changed their mind, which is what gives rise to this argument.)

On 4/20/2024 at 9:23 AM, Drake Savory said:

But absent a Board's directive, who decides how to run the meeting ... at least until the Board has an opportunity to decide what rules to use?

In the absence of a directive in this matter, the chair should follow the board's customs in this regard. In the event there is also an absence of custom on this subject (as I suppose may be the case if the board is meeting for the first time), my own view is that the chair should presume the use of the small board rules for a small board.

I would again direct you to this thread.

On 4/20/2024 at 9:23 AM, Drake Savory said:

In other words, I'm about to Chair a small-board meeting and the Board has not given a decision on which rules to use.  What rules are the default if SBR are not mandatory?

Assuming this is a board which has continuing existence, I would inquire as to the board's customs on this matter, to the extent you do not already know the board's customs.

On 4/20/2024 at 9:23 AM, Drake Savory said:

Why wouldn't it be the ones that I qua Chair choose to facilitate the meeting unless directed otherwise by the Board.

Because nothing in RONR authorizes the chair to choose the rules that the assembly will follow.

On 4/20/2024 at 9:23 AM, Drake Savory said:

This is not an idle question for me (as you can tell).  I am a member of a small board (that has no clue SBR's even exist) and when I made a motion and a second was requested, I made a Point of Order that under small board rules, a second was not required.  I was told by the Chair that he chose to operate under the formal rules and my point was not well taken.  Looking it up, I read 1:24 as as y'all can tell I read that as yes SBR are optional.  The question is now, up until that time when the body could have said we use SBR, why was it improper for the Chair to choose which optional rules to run the meeting by?

I don't know that I can definitely say the chair's ruling was improper because I do not know the full context. It may well be the ruling was correct, because it may be that it was this board's custom to follow the rules ordinarily reserved for larger assemblies.

But I continue to maintain that the chair cannot decide whether the board shall use the small board rules (or not) solely on the basis of the chair's personal preferences.

On 4/20/2024 at 9:25 AM, Drake Savory said:

Then if the choice is truly optional and the board has not made a decision, what rules are used to start a meeting?

The board should follow its past customs in this regard. In the absence of any customs as well, my view would be that the small board rules would be followed.

On 4/20/2024 at 9:28 AM, Drake Savory said:

Next question: would a motion specifying using SBR or the full rules (custom states we use X, I want to use the other one) for that specific meeting require a majority vote or a two-thirds vote?  No rule is being suspended and no special rule superceding a rule in RONR is being moved.

A majority vote.

"In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise." RONR (12th ed.) 2:25

On 4/19/2024 at 4:37 PM, Patriot said:

A Chairman wrote in an email that he is going to call a meeting "sometime in the next few months." I am contending that is not a proper meeting call because it does not specify time/place. Is there a rule in Roberts that clearly states that to reference in this situation?

I agree that this email is not, in itself, a proper meeting call. The meeting call must specify the date, time, and location of the meeting. If it is a special meeting, which would appear to be the case, the purpose of the meeting must also be included.

It is not clear to me, however, that it was the chairman's intent that this email, in itself, constitute the call of the meeting. Rather, this seems to be an informal communication indicating that the chair intends to call a special meeting "sometime in the next few months."

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." RONR (12th ed.) 9:13

On 4/19/2024 at 6:30 PM, Guest Apple said:

At last night's Board meeting, my motion to amend previously-approved minutes to include the vote count of a major motion was shot down in flames, people saying they didn't like RR, including the vote count is divisive, get over it, etc.  (I had been on the losing side of that motion, 6-7, so not trying to rub anyone's nose in it.)  Also said that since the vote count had not been announced aloud by the teller when the vote was taken, the count could not be included because minutes must include only what is said or done at that meeting.  I read the relevant sentence (45:40) and they didn't care.

Well, they raise an interesting point of saying that perhaps the count should not be included because it was never read, but RONR also requires the count to be read. So it seems to me the count should now be read at the next board meeting (or as soon as possible) and included in those minutes. In any event, RONR is clear that the count is to be read and included in the minutes. If this was a ballot vote, the teller's report should be included in full.

"The chairman of tellers, standing, addresses the chair, reads the tellers' report, and hands it to the chair without declaring the result. In the case of an election, the report follows this form:" RONR (12th ed.) 45:37

"The tellers' report is entered in full in the minutes, becoming a part of the official records of the organization. Under no circumstances may this be omitted in an election or in a vote on a critical motion out of a mistaken deference to the feelings of unsuccessful candidates or members of the losing side." RONR (12th ed.) 45:40

"a) When a count has been ordered, the number of votes on each side is entered, unless the vote was on a motion that would not otherwise be entered in the minutes.
b) When the voting is by ballot, the full tellers' report (45:37–40) is entered.
c) When the voting is by roll call, the names of those voting on each side and those answering “present,” as well as the total number in each category, are entered. If members who are present fail to respond on a roll-call vote, enough of their names must be recorded as present to reflect that a quorum was present at the time of the vote. If the chair voted, no special mention of this fact is made in the minutes." RONR (12th ed.) 48:5

If the organization wishes to adopt its own rules of order providing that the count shall not be recorded (or even read), I suppose the organization is free to do so, but I would strongly advise against it. I strongly disagree with the view that reading the count or including the count in the minutes is "divisive." There a number of very good reasons to include the result of a counted vote in the minutes, such as to inform members of the feasibility of raising such an issue in the future, or to inform the assembly of whether a recount may be desirable, and so forth.

"To modify the rules governing what is regularly to be included in the minutes requires adoption of a special rule of order, although a majority vote may direct the inclusion of specific additional information in the minutes of a particular meeting." RONR (12th ed.) 48:3

On 4/19/2024 at 6:30 PM, Guest Apple said:

BTW, the Exec Comm had announced, at the immediately previous meeting, that henceforth the Minutes would now be strictly Robert's Rules, including only actions and decisions.  Before that, the minutes appeared to be an organized version of automated voice-to-text transcription of the meeting discussions; I suspect the change was because people were starting to complain about their statements at meetings getting mis-transcribed such that their points were being lost.  (Said announcement was not itself included in the minutes of the meeting during which it was announced.)

Well, at least they're doing something right. The organization is to be commended for addressing this issue of including too much detail in the minutes. Although it appears that they have perhaps now overshot the mark and are including too little detail in the minutes.

On 4/19/2024 at 6:30 PM, Guest Apple said:

They are also blowing off our own Bylaws (no year-end financial report for last fiscal year, no periodic meetings of entire membership, budget due last November not presented yet, no budget for past 2 years, 2 Standing Committees have no members, demanding votes by email for issues too "urgent" to wait til next month for discussion [and then resistance to recording the outcome of the online vote in the next meeting's Minutes because the vote was not something "said or done" at the meeting!], etc.).

I take it these references to "no year-end financial report for last fiscal year, no periodic meetings of entire membership, budget due last November not presented yet, no budget for past 2 years, 2 Standing Committees have no members" all relate to issues with compliance with your bylaws. All I can say is that your organization is required to follow its bylaws.

With respect to "demanding votes by email for issues too "urgent" to wait til next month for discussion [and then resistance to recording the outcome of the online vote in the next meeting's Minutes because the vote was not something "said or done" at the meeting!]," I would say the following:

First, votes by email are only permissible at all if authorized in the organization's bylaws or applicable law.

To the extent votes by email are authorized, certainly the decisions made in this manner will have to be recorded somewhere. It's correct that RONR does say that the minutes should only contain the decisions made at the meeting, but RONR assumes that all decisions by the assembly are made at a meeting, and therefore does not address the question of how to record decisions made by the assembly outside of a meeting. (Or strictly speaking, decisions made by the assembly's members outside of a meeting, because there is no "assembly" outside of a meeting.)

"A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." RONR (12th ed.) 1:1n1, emphasis added

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws." RONR (12th ed.) 45:56

"In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2–5, 9:13–16)—or at an adjournment of one of these meetings 2—and at which a quorum (see 40:5) is present. The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. (See also Electronic Meetings, 9:30–36.)" RONR (12tth ed.) 49:16

So RONR itself tells an organization that if the organization chooses to conduct voting by email, what is said in RONR will have to be taken with a grain of salt, because the rules in RONR do not contemplate conducting the deliberative process in that manner.

As I have said previously, obviously the decisions made in this manner will have to be recorded somewhere, both as a parliamentary and practical manner. My own personal experience is that most organizations choose to record these decisions in the minutes - generally either in the minutes of the regular meeting immediately prior to the electronic vote or the minutes of the regular meeting immediately after the electronic vote.

This is by no means, however, the only way to do it. Conceivably, the assembly could instead develop a separate set of minutes for decisions occurring outside of a meeting, covering some set period of time. (Between regular meetings, monthly, quarterly, annually, etc.) The key thing is that the decisions should be recorded somewhere.

On 4/19/2024 at 6:30 PM, Guest Apple said:

What do I do?  I was on this Board years ago and just rejoined a few months ago.  Back then we followed our Bylaws, and even though we were a little loose with RR (small Board), there was never this sort of contempt for either RR or other Board members.

Is this board subordinate to a higher authority (e.g. the general membership)? If so, you could take your case to them.

Beyond that, you don't really have any parliamentary options at your disposal beyond persuading your fellow board members. It is ultimately up to an organization to enforce its own rules, including the rules in the parliamentary authority adopted by the organization. As Mr. Katz notes, there is no "RONR Police."

It may be (or may not be) that there could be legal recourse available, but that is beyond the scope of RONR and this forum, and any questions along those lines should be directed to an attorney.

On 4/20/2024 at 7:36 AM, Lanie said:

Would it make a difference to know that no point of order was raised at the time, and the original motion was amended on the floor from 1 day (which his usual turn-around time)  to the 3 day time frame that the secretary agreed to?   

No, it would not make any difference. The alleged violation here relates to a rule which protects absentees. To the extent such a violation has in fact occurred, that would be a continuing breach, so the fact that a Point of Order was not raised at the time is immaterial.

The fact the Secretary agreed to this may well make the whole issue moot if the Secretary is still willing to stand by that agreement and voluntarily produce and publish the minutes as requested. But if the Secretary has changed their mind since then, I don't think this solves anything.

On 4/20/2024 at 9:15 AM, Drake Savory said:

Because the body can decide, either through a special rule of order that they do/do not use small board rules or direct the Chair to use small board rules or not.  I'm saying that at the outset of the meeting the Chair would pick.

I agree with you that the body may decide on this matter, however, I do not agree "that at the outset of the meeting the Chair would pick."

On 4/20/2024 at 9:15 AM, Drake Savory said:

For example in a small board, and for the hypothetical let's assume it is optional to use SBR, an member moves to use SBR.  If the choice of rules is truly optional, would a second be required for that motion?  Who decides that? 

Yes, a second would be required, and the board would decide.

On 4/20/2024 at 9:15 AM, Drake Savory said:

Wouldn't it be the Chair, given that the body can overrule their decision upon an Appeal?

But as I understand the facts, a member did not raise a Point of Order that the small board rules are required to be followed. A member made a motion to use the small board rules.

If a member did in fact make a Point of Order on this matter, the chair would make a ruling on that, which would be subject to appeal. In my view, in the absence of any rules adopted by the board in this matter, the chair's ruling on such a question should be based on the board's customs, rather than the chair's personal preferences.

Once again, the power delegated to the chair is for the chair to enforce and interpret the assembly's rules, subject to appeal, not to make his own decisions about what rules the assembly will follow.