Josh Martin

Neither. A vote of five in the affirmative and six in the negative doesn't authorize anything.

I have seen that members in some assemblies will say something to the effect of "I yield my time" to indicate to the chairman that they have concluded their speech. If a member wishes to say something to this effect, they are free to do so, but RONR does not require that any particular words be said in this regard, so I would say the member should say whatever would clearly communicate this intent to the chairman. There is also no requirement that a member say anything at all in this regard. After the member sits down and stops talking, the chairman will presumably eventually realize that the member has concluded their speech. Unless your members have a habit of including long, awkward silences in their speeches, and therefore it is not always readily apparent whether a member has concluded their speech, I doubt this is cause for much concern. If it is for some reason a cause for concern, then perhaps the chair can suggest language for members to use.

No rule in RONR would require that this information be released to the public, although for that matter no rule in RONR requires that any information be released to the public. It may be that there is something in the organization's rules or applicable law which requires the board to share certain information with the public, but that is beyond the scope of RONR and this forum.

Yes. A majority is sufficient provided that both you and the Vice President willingly step aside (which I agree that you should, given the subject matter of the motions). A 2/3 vote would be required to elect a temporary presiding officer if the President and/or Vice President were not willing to step aside, since in that event it would require a suspension of the rules. I would note that the member who is making the motions should not preside either, since by making the motions her appearance of impartiality is compromised. There is no procedure to remove the entire board of directors at once. Actions could be taken to remove each of the individual members of the board. If all of these are successful, then the entire board will be removed. Depending on the rules in your bylaws, a single meeting may not be sufficient to accomplish this task. If your bylaws are silent regarding removing board members, please provide the exact wording your bylaws use to define the term of office for board members.

It should first be noted that if this board uses the small board rules (generally used in boards with not more than about a dozen members), the chair is free to make motions in any event. If the board does not use the small board rules, then as a general rule, the chair should refrain from making motions while presiding. What this will usually mean for cases where the chair of the board is also chair of a committee is that either a) the chair should relinquish the chair for the duration of the discussion on the motion or b) the committee should pick someone else to give the committee's report and to make any motions to implement the committee's recommendations. With that said, the chair also has the ability to "assume" a motion without it being made and seconded, when this is done for the purposes of facilitating the assembly's business and not simply advancing a motion the chair personally supports. It may well be appropriate for the chair to use this device for the question of whether the board should enter executive session to discuss action on a sensitive item. Presumably, however, some motion will eventually be made to implement the proposed action on the personnel committee item, and it is doubtful that the device of assuming a motion would be appropriate in that instance.

No. "In debate, a member cannot reflect adversely on any prior act of the society that is not then pending, unless a motion to reconsider, rescind, or amend it is pending, or unless he intends to conclude his remarks by making or giving notice of one of these motions." RONR (12th ed.) 43:24 The chair should have informed the member that such a request is not in order, but that the member could make an appropriate motion to bring the question again before the assembly (or give notice of his intent to make such a motion). It should be noted that the motion to Reconsider in particular can only be made by a member who voted on the prevailing side, but no such limitation exists for the motion to Rescind or Amend Something Previously Adopted. It should also be noted that there is no such thing in RONR as getting a statement "on the record," since the minutes are a record of what was done, not what was said. As a result, even if the member's request was granted, the statement would not actually be recorded anywhere. It may be, however, that the assembly's rules require more information in the minutes or require that some other record is kept which would contain the member's statement.

I'm not entirely certain what decision you are asking about, but the effect of the motion to ratify generally is to make the action valid. "The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly." RONR (12th ed.) 10:54

So it seems there are an awful lot of positions involved here and the method by which vacancies are filled (and the means by which the positions are appointed in the first place) varies considerably among them. 1.) For those positions where vacancies are addressed, the vacancies may be filled in that manner. The vacancies certainly could be filled by the people currently in the office. This is not an extension of their current term, but is an appointment to a new term. 2.) For those positions where vacancies are not addressed, another possibility is if the board has "full power and authority" to act for the church between meetings of the church's membership. If so, the board could use that power to fill vacancies, except that the appointments would be in effect only until the election can be completed. The vacancies could also be filled in the same manner that the positions are appointed to begin with.

Based on this information, it is not possible to extend the terms of the current officers. The next option to look at is filling vacancies. What, if anything, do the bylaws say regarding filling vacancies?

No rule in RONR requires that the letter be read in its entirety, and certainly the portions of the letter which contain negative personal attacks towards another member should not be read. It will be necessary to at least communicate the general gist of the letter (the fact that the member wishes to resign).

Do the bylaws provide that the officers shall serve "until their successors are elected?" In such a case, the terms are automatically extended until the elections may be completed (which may or may not be for a full year). If the bylaws have no such provision, then neither the President nor anyone else may decide to extend the terms of office of the current officers. Another potential solution, however, would be to use vacancy filling procedures. If the bylaws provide the board (for example) the authority to fill vacancies, and the board is still able to meet either because smaller meetings are feasible and/or because the board is authorized to meet electronically, that would be a potential solution. Vacancies may be filled preemptively, so the board could choose certain persons (such as the existing officers) to fill the vacancies which will arise if the election cannot be completed on time. If the bylaws are silent on filling vacancies, but the board has "full power and authority" to act for the society in between meetings of the society's membership, this includes the authority to fill vacancies, although in this case the vacancies would be filled only until the election can be completed. You may also wish to review Official Interpretation 2020-3.

I don't think I can answer this question with any degree of certainty since I have no idea what your organization's weighted voting structure is or what your organization's rules say regarding it. Generally, however, I do not think the fact that something is or is not a parliamentary motion (which you call "Robert's motions") will have any bearing on whether a weighted voting structure will apply. There certainly is no provision in Robert's Rules of Order which would suggest that the weighted voting structure in an organization's bylaws would not apply to a parliamentary motion.

The question appears to involve a situation in which a member requests information of a member who is currently speaking in debate. After the question has been asked, the speaker would answer the question, and the speaker would then continue with their speech in debate, assuming the speaker still has time remaining. After the speaker has finished speaking or their time has expired, the chair would then recognize the next person. I'm not entirely certain that I understand what is being asked or what the difference between these things is, but it seems to me that after the officer has concluded their report, the chair would recognize the next officer with a report, or would move on to the next item of business if all officer reports are concluded. Actually, RONR provides that in the case of reports by officers, someone else should make any motions to implement recommendations contained within the report, whether or not the reporting officer is the chair. See RONR (12th ed.) 48:19.

I do not agree that the motion "would be binding just as would any motion until rescinded or amended by the assembly." A motion of this nature is not binding upon the chairman. If the assembly adopts a motion of this nature, the chairman is nonetheless free to act contrary to this motion, even if a situation immediately arises which is identical to the situation contemplated in the motion. This doesn't seem particularly wise on the chairman's part, as it would seem likely that his ruling will be promptly overturned on appeal, but I think he is nonetheless free to do so. This is why I refer to this motion as "advisory."

I think that this rule is found in the party's rules, not in state law, so it makes sense that it would only apply to that party.

I would note that what RONR says on this matter is the following: "If, instead, an organization follows the practice of scheduling the day, hour, or place of its regular meetings by resolution, notice (also referred to as the call of the meeting) must be sent to all members a reasonable time in advance of each regular meeting." RONR (12th ed.) 9:2 So if the board adopts a resolution in January setting meeting dates and times for the rest of the year, notice still must be sent for each meeting. The adoption of the resolution is not itself notice, and the notice requirement also cannot be satisfied by sending a single call for all meetings for the remainder of the year. It may be, however, that the organization's rules provide otherwise in this matter.

Yes. Indeed, the nominating committee normally only submits one name per office. Based on this question, I assume your bylaws are silent on this subject. A ballot vote is strongly recommended for elections of officers, unless there is only one nominee for a particular office, in which case the chairman simply declares the candidate elected by acclamation. RONR does not require that the nominating committee's report be provided to the membership prior to the meeting, but it also does not prohibit it. It could be beneficial to state such specifics in the bylaws.

"Business Arising from the Minutes" is not a heading under the standard order of business. No. The motion which was laid on the table has long since expired. Yes. A motion which is laid on the table "dies" if it is not taken from the table by the end of the next regular meeting if that meeting is within a quarterly interval (about three months) or by the end of the same meeting if the next meeting is not within a quarterly interval. Since you say this was laid on the table at a meeting several years ago, it certainly expired. The motion may simply be made anew as a main motion under New Business.

We are told that the manner in which the director was removed is that some other board member claimed the board member was resigning, and based upon this claim, the board "accepted" this "resignation." It also later turned out this claim was inaccurate. I think there is no doubt, based on these facts, that the director was not properly removed. In addition to the issues regarding voting, it would seem to me that for any meetings where notice was required and notice was not sent to the proper director, those meetings and all business conducted at those meetings would be null and void. When notice is required, notice must be sent to all members for the meeting to be properly called.

Yes. Indeed, it is the chair's duty to do so. "If a motion is offered in a wording that is not clear or that requires smoothing before it can be recorded in the minutes, it is the duty of the chair to see that the motion is put into suitable form—preserving the content to the satisfaction of the mover—before the question is stated. The chair must never admit a motion that the secretary would have to paraphrase for the record. The chair—either on his own initiative or at the secretary’s request—can require any main motion (10), amendment (12), or instructions to a committee to be in writing before he states the question." RONR (12th ed.) 4:18 No.

I am not familiar with the term "gavel order," but in any event, officers must be recognized by the chair before giving their report.

I feel like I'm repeating myself, but I want to be crystal clear about this. We are told that a new bylaw "provides, the Association, Committees thereof, and the Board of Directors the ability to meet by telephonic, video, other conferencing process or electronic meeting tools." While we have not seen the exact wording of the rule in question, what this sounds like to me is that it authorizes meetings in which all members are meeting remotely. That is, every member is sitting at their own phone or computer and participating in the meeting in that manner, without any central physical location. It seems obvious on the face of it that at least for the purposes of such meetings, electronic voting is authorized, since otherwise I don't know how people are supposed to vote. What you seem to want is to also have the ability to hold meetings which are held with some persons present at a central, physical meeting location while also granting other persons the ability to remotely participate and vote in such meetings. It is not clear to me that such meetings are authorized by your bylaws, let alone that the association is required to hold all of its in-person meetings in this manner. So I think that if this is what you want, further amendments to the bylaws may be necessary. In other words, you may have opened the door, but possibly not as wide as you would like.

It depends on whether notice is required for board meetings (as presumably the improperly removed member would not have received those notices) and may also depend on whether a single vote could have affected the result of a particular action. I would also note that, even in the event that some (or potentially even all) actions taken by the board during this time are invalid, the board could Ratify some or all of those actions after this situation is sorted out, so it isn't necessarily the end of the world. Yes, the election of the new Director is null and void. It seems to me that this person would indeed resume whatever position they held previously. Yes, this is indeed a problem. A resignation may only properly be submitted by the resigning person submitting a resignation in writing to the Secretary or appointing power or by the person resigning orally at a meeting. Some other board member claiming that another board member wishes to resign is not a proper way to submit a resignation (especially since it turns out this claim was not accurate). So it seems to me that since the board accepted a resignation which was never properly submitted, the acceptance of the resignation and the subsequent appointment to fill the "vacancy" are null and void, and it may be that other actions subsequently taken by the board are null and void as well. After that is sorted out, the society may wish to take disciplinary action against one or both of the persons involved in this. Apparently a board member misrepresented another board member's wish to resign, which seems highly inappropriate to me. On the other hand, the board might also not want the "resigning" board member around anymore due to that member being "missing in action" for some time. This time, make sure to follow the procedure in your bylaws.

A member could, in my view, make a motion of this nature, however, such a motion is purely advisory and is not binding upon the chairman. So it might ultimately be necessary to go with the Point of Order/Appeal route anyway, depending on how stubborn the chairman is. I don't believe the fact that this is a special meeting poses any issue, since it seems to me this a motion which "may arise in connection with the transaction of such business or the conduct of the meeting." "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting." RONR (12th ed.) 9:15

A proposed amendment to an existing constitution or bylaws is an incidental main motion. Specifically, it is a motion to Amend Something Previously Adopted.