Josh Martin

What the rule specifically provides is "The majority of regular meetings shall be held in person, except that provision may be allowed for members who are unable to attend in person to participate electronically, so long as all members can simultaneously hear each other and participate, subject to any limitations established in special rules of order or standing rules adopted to govern such participation, and at no expense to the chapter." So yes, I am inclined to think that this rule does allow for the participation of persons electronically even at those meetings which are held "in person." The one question remaining in this regard, as you have pointed out, is whether persons participating electronically in this manner are considered to count toward the quorum, since your rules are ambiguous in this respect. Therefore, there is some ambiguity in whether it will be possible to have a single person at the physical meeting location, or whether it would be necessary to have the minimum number of members present to obtain a quorum at the physical meeting location. As the quotation provided by Mr. Wynn notes, "the organization should check the quorum and location requirements to determine whether the meeting can be held at one member’s house with only one member in attendance, while other members attend via electronic means." (emphasis added) Ultimately, it will be up to the organization to interpret its own bylaws.

So far as RONR is concerned, you did have a "simple majority" - that is, a majority of the members present and voting. Three is a majority of five. So the motion should have been declared adopted, although if the chair erroneously declared the motion defeated, it is too late to correct that error. Furthermore, it is not correct that the chair can only vote to break a tie unless your rules so provide. Under RONR, the chair of a committee should feel free to vote in all cases, and even if it was not a committee, the rule is a bit more complicated than that. The chair can actually vote any time his vote would affect the result, which applies to more situations than simply voting to break a tie. In this situation, for instance, a chair could vote to create a tie in order to defeat the motion. I don't know how to answer your question of "What action do we take?" I suppose that depends on what the chair declared in regards to the motion being adopted or defeated and also depends on what you want to do.

None of us know for certain what the OP or mach37 are referring to. Several posters speculated that the OP's post referred to a hearing held in a committee of the US House of Representatives, although this was never confirmed. It should be noted that the original post was made on July 30th, which I believe may predate the hearing you are referring to. It seems this may indeed be a common practice in committee hearings in both the US Senate and the US House. As has been noted previously, this may well be the correct practice under those organizations' rules, but that has nothing to do with RONR.

I am less certain. In response to my comment that "If your organization regularly uses a consent calendar, it should have rules relating to the consideration of motions on the consent calendar, how items are placed on the consent calendar, and other such matters. If the society has no such rules governing the use of the consent calendar, it should adopt some if it intends to continue using one," the OP replied "Yes, we do." Presumably, this means the assembly does regularly use a consent calendar and has rules governing its use. So my impression is that the organization does, in fact, use a consent calendar, but the question was how this is handled when some or all of the items on the consent calendar are recommendations from a committee.

Just to be clear we are talking about the same thing, RONR uses the term "executive session" to refer to a meeting (or a portion thereof) at which only members of the assembly and those invited by the assembly are permitted to be present, and also at which the proceedings are kept secret. I agree that, unless the organization's rules provide otherwise, the board of trustees may enter executive session only if the board agrees to do so, either by vote or by unanimous consent. If you are referring to something else, please clarify. An employee who is not a member of the board may speak or make motions only with the board's permission, whether or not the meeting is held in executive session. Such permission requires a majority vote if no motion is pending or a 2/3 vote if a motion is pending (or to grant permission to make a motion). Unanimous consent is an acceptable substitute in either case.

I think it is the assembly itself using the consent calendar, and the committee's request is for its recommendations to be a part of the consent calendar. It should first be noted that if a consent calendar is to be used at all, the assembly should adopt special rules of order governing its use. A consent calendar is generally used in an assembly which routinely has numerous items of non-controversial business. "Legislatures, city, town, or county councils, or other assemblies which have a heavy work load including a large number of routine or noncontroversial matters may find a consent calendar a useful tool for disposing of such items of business. Commonly, when such a matter has been introduced or reported by a committee for consideration in the assembly, its sponsor, or, sometimes, an administrator, may seek to have it placed on the consent calendar. This calendar is called over periodically at a point established in the agenda by special rule of order, at least preceding standing committee reports. The matters listed on it are taken up in order, unless objected to, in which case they are restored to the ordinary process by which they are placed in line for consideration on the regular agenda. The special rule of order establishing a consent calendar may provide that, when the matters on the calendar are called up, they may be considered in gross or without debate or amendment. Otherwise, they are considered under the rules just as any other business, in which case the "consent" relates only to permitting the matter to be on the calendar for consideration without conforming to the usual, more onerous, rules for reaching measures in the body." (RONR, 11th ed., pg. 361) If your organization regularly uses a consent calendar, it should have rules relating to the consideration of motions on the consent calendar, how items are placed on the consent calendar, and other such matters. If the society has no such rules governing the use of the consent calendar, it should adopt some if it intends to continue using one. If this is more of a one-off situation, then the reporting member could accomplish a similar objective by making a single motion to adopt a series of resolutions. If the resolutions are on independent subjects, a single member may demand that a particular resolution be considered separately. "If a single composite proposal for taking a number of actions in reference to a particular subject has too many elements to be conveniently written into one resolution (even of several clauses), it can be set forth in a series of separate resolutions that can be numbered and offered by means of a single main motion, thus: "Mr. President, I move the adoption of [or "I offer"] the following resolutions: ..." Such a series of resolutions can include orders as described above. In the case of a series of resolutions relating to a single subject, if members desire one or more of the resolutions to be considered separately, the motion for Division of a Question (27) must be made and adopted by a majority vote. Sometimes a series of independent resolutions relating to completely different subjects is offered by a single main motion in the same way. In the latter case—where the subjects are independent—any resolution in the series must be taken up and voted on separately at the demand of a single member. Such a demand can be made even when another has the floor, at any time until the vote has been taken on adopting the series. A member wishing to make this demand rises and says, for example, "Mr. President, I call for a separate vote on Resolution No. 2." (RONR, 11th ed., pg. 110) The chair could request unanimous consent for adoption of the motion in question, which includes a number of bylaw amendments. As noted above, a member may request that a particular amendment be considered separately.

I think there are two separate potential issues here, and the answer for each is different. The first is what occurs if the society is still unable to meet when the time arrives for elections. If that occurs, then the current officers will continue serving due to the "or until her successor is elected" clause. When officers continue to serve due to an "or until her successor is elected" clause, this is not a new term, but rather an extension of the existing term. As a result, it does not violate the "two consecutive terms" rule. This does not necessarily mean that they may remain in their positions for another year. Rather, it means that they would remain in their positions until the elections can be held. The second is what occurs if the elections can be held on time. You say that their terms do not end until March 31, which is some time in the future, so conditions may improve by then. In this event, the officers in question are not eligible to be elected to a third term. It is not correct that "They will not have really served a full term." Unless there is some rule in your bylaws providing otherwise, this is not correct. If the year runs "April 1 through March 31," then if these persons were in office for that full period, they served a full term. Nothing in RONR suggests that periods of time don't "count" toward a term in office simply because the society is unable to meet. If the society wished to permit the officers to be elected to a third term, it would be necessary to amend the bylaws. Finally, while it's not relevant now as the current officers will have served two full terms as of March 31st, in the event that the officers do end up having an extended term due to an inability to hold elections and, as a consequence, the subsequently elected officers serve a shortened term, this rule is relevant for how the "two consecutive terms" rule applies to those officers. "For purposes of determining eligibility to continue in office under such a provision, an officer who has served more than half a term is considered to have served a full term in that office." (RONR, 11th ed., pg. 575)

I concur with Mr. Harrison, and I would add that it seems extremely likely the society is keeping too much information in its minutes, which may be part of the problem. If the minutes are kept in accordance with the rules in RONR, there is very little room for discretion in the wording of the minutes. The minutes are a record of what was done, not what was said. See RONR, 11th ed., pgs. 468-473 for more information. In addition, I note that the question is regarding "bi-weekly staff meetings, Local Committee Meetings, and AGMs," and that also has implications relating to minutes. For AGMs (which I assume stands for Annual General Meeting), there is no doubt that minutes should be kept and that such minutes be recorded as provided in RONR. For the committees, RONR notes that minutes are generally not kept for committees because the committee's reports serve as the record of its actions, although it may be that the rules or customs of this society are different. If the committee does keep minutes, they should still be recorded as provided in RONR. Finally, the "staff meetings" are quite likely not meetings of a deliberative assembly. As a result, RONR has no rules concerning whether minutes of such meetings should be kept or what the contents of such minutes should be.

If the bylaws provide that "The President shall appoint all committees, subject to the approval of the Executive Committee," then only the President may appoint committees. I also am not certain it is correct that "The Secretary and Treasurer are the only officers left." The resignations are not effective until they are accepted. Unless your rules provide otherwise, the resignations are filled by the same body which is authorized to fill the resulting vacancies. What do your bylaws say regarding filling vacancies? Because the resignations may not yet be effective, you could see if the President would be willing to appoint these committees prior to accepting the resignation. Failing that, it seems these committees will not be appointed until a new President is elected. The only other option would be to amend the bylaws.

What (if anything) do your bylaws say regarding committee appointments? Also, have the resignations been accepted yet?

I really don't know how to answer this question because I have no idea what you are talking about. What do you mean when you say you "have" these amendments? What do you mean by "move forward?" In what manner are the amendments "improperly formatted?" What do you mean by "Section 12 1(a) and 1(b) criteria?" For that matter, what are these amendments to? Are they amendments to a pending motion? Amendments to a motion previously adopted? Amendments to the bylaws? Also, why is it that they would need to be resubmitted at the next meeting? Could the amendments be resubmitted at the same meeting? Or is there some sort of previous notice requirement?

I agree, and I would go further than this and suggest that the term "quorum" makes absolutely no sense in the context of an email vote, since a quorum is the minimum number of members which must be present in order to conduct business. No one is "present" in an email vote, and as a result the term has no meaningful application. An organization certainly could, if it desired, adopt a rule requiring a certain number of persons to vote (or at least respond) to an email vote in order for the vote to be valid, but this is not quite the same thing as a quorum requirement.

I am not clear on what statement you are referring to which states "that a resolution does not have to contain particular language." I agree completely that RONR is quite emphatic that a resolution does not need to (and often should not) contain a preamble, and I do not believe I have said anything to the contrary. The rule on pgs. 105-106, however, seems to make it clear that the difference between resolutions and other motions is the format in which the motion is written. "If such a motion is not offered as a resolution, it can simply be written out in the form in which it would be moved orally (beginning with the word "That"); for example, "That the Merchants' Association sponsor an essay contest open to high school students of the city, to be conducted according to the following specifications: ...." If put in the form of a resolution, the preceding example would be written, "Resolved, That the Merchants' Association sponsor an essay contest ...." In a resolution, the name of the adopting organization can also be made a part of the enacting words, as in "Resolved by the International Benevolent Association in convention assembled, That ...."" (RONR, 11th ed., pgs. 105-106)

To the extent that there is, I would generally be skeptical of interpretations that this rule applies to resolutions and not other motions, as it would generally seem to be bizarre that the rule would depend on the format in which the motion is written. If the rules as written clearly provide that resolutions are treated differently than other motions, then I might read the society's rules even closer to determine if the word "resolution" means something different in the context of the society's rules. RONR specifically notes, for instance, that whether or not a motion is written in the form of a resolution has nothing to do with whether such a motion is referred to a resolutions committee. "The form in which a main motion is written does not determine in any way what must be referred to a "resolutions committee," nor does it affect the form of the motions reported by such a committee (see, for example, "platform," pp. 636–37)." (RONR, 11th ed., pg. 106) I also would slightly clarify my earlier statement in regard to the format of a resolution. RONR does seem to permit some variation in the format for writing a resolution, however, the motion as currently written does not appear to match either the standard format for resolutions or any of the variations. This is discussed in more detail in RONR, 11th ed., pgs. 108-110.

I agree with the conclusion that "seven is a majority of eleven and the motion passes." I would dispute this characterization of the seven being "in attendance" and that "quorum is met." No one is "in attendance" in a vote taken by email, and as a result the term "quorum" has no meaningful application for a vote taken by email. I would also note that a majority and 51% are not quite the same thing, although the difference only arises with much larger numbers. A majority is simply "more than half."

No, this is absolutely false. As has been previously noted, the reverse is true - the general membership of the society can do whatever it wants unless the bylaws provide otherwise. "The content of a society's bylaws has important bearing on the rights and duties of members within the organization—whether present or absent from the assembly—and on the degree to which the general membership is to retain control of, or be relieved of detailed concern with, the society's business. Except as the rules of a society may provide otherwise, its assembly (that is, the members attending one of its regular or properly called meetings) has full and sole power to act for the entire organization, and does so by majority vote. Any limitation or standing delegation of the assembly's power with respect to the society as a whole can only be by provision in the bylaws—or in the corporate charter or separate constitution, if either of these exists." (RONR, 11th ed., pg. 566) In any event, the specific items in question clearly seem to be included in order to provide particular procedures for those items, not to limit the membership's ability to act on other items.

Interesting. So I suppose the chair's next steps would be to... 1) Inform the members that a "discussion-only" meeting is not permitted and, as a result, the members have two options: 2A) Call the special meeting in the normal manner, specifying the items which are to be considered. Explain that while it may be the goal to merely discuss these items, ultimately the assembly may take action on them if it wishes to do so. 2B) Do not call a special meeting and instead simply have board members gather outside of a meeting, in which event no business may be conducted.

So would it be your view that a "discussion only" special meeting is improper?

A resolution is simply a motion written in a particular format. Specifically, that format is one which there are one or more resolved clauses, each of which begins with the word "Resolved." It may (but need not, and generally should not) include a preamble consisting of one or more "Whereas" clauses, each of which begins with the word "Whereas." Because the sole defining feature of a resolution is that it is written in a particular format, then if a motion is not written in that particular format, it is not a resolution. There is no doubt that, with some extremely minor modifications, the motion in question could be written in the form of a resolution if desired. As it presently stands, however, it is not written in the form of a resolution, and it therefore is not a resolution. I don't know that I am "emphatic" about this. If someone called this a "resolution" anywhere other than this forum, I probably wouldn't bat an eye and would just move on with business. I concur with Dr. Kapur that "This appears to be an unnecessary insistence on form rather than substance." More important than whether or not the motion is a resolution is the fact that it doesn't actually matter whether it is a resolution. I'm not sure that is the case. In many large conventions, a "Rationale" is provided along with a motion (which may or may not be a resolution), and such a rationale may be included in materials distributed to the delegates for the purposes of providing an explanation. This is different from the "whereas" clauses in a resolution, which are a part of the resolution itself and are subject to debate and amendment.

I suppose it may have been overly harsh for me to describe a meeting I know nothing about as "pointless." I will leave it to the judgment of the members to decide that issue. I am personally inclined to think it would be beneficial to at least leave open the possibility of taking action on the matters to be discussed, but it's not up to me. What I am so puzzled about is why there are such strong feelings on both sides as to whether this should (or should not) be an official meeting of the board. If the meeting is held solely for the purpose of discussion, it doesn't seem to make much difference, at least so far as RONR is concerned. I still think the best way to accomplish this is for the meeting's call to simply provide no topics whatsoever, in which event motions relating to any topics certainly will not be in order. A separate email could be provided regarding the topics expected to be discussed, if desired. I personally maintain that it is not proper to place limits in the call on what action may be taken on the topics specified in a special meeting, and I am indeed of the view that simply putting the word "discussing" or "discussion," in and of itself, in the call doesn't do much of anything. I do not think it is proper to specify certain topics in the call and then provide "that the meeting is for informational and discussion purposes only," although I acknowledge that if such a call is nonetheless sent, then it could be reasonably argued that in those instances, doing more than discussion would violate the rights of absentees.

No, that's what what was said at all. The US House of Representatives does not use Robert's Rules of Order as its parliamentary authority. It actually uses Jefferson's Manual, as well as numerous pages of special rules of order. It may well be that the device of "reclaiming my time" is in order under the rules of the US House of Representatives. I don't know, and that question is beyond the scope of RONR and this forum. So if your question is concerning the procedure in the US House of Representatives, we can't help you. As I noted, "A situation in which "someone is being questioned by the officers of a group and each officer is allocated a limited amount of time to ask questions, e.g 5 minutes," certainly does not match anything described in RONR, so it would seem to me that the answer to this question would depend on the rules of the organization." So if your question is indeed involving a situation in which someone said "reclaiming my time" to "interrupt the person they are questioning" in an assembly using RONR, it would be helpful to have additional facts regarding how that situation arose in the first place. No, you used the right terminology. If a practice is not proper under the rules it is "out of order." A "Point of Order" is the motion which is used to bring the chair's attention to this fact.

I still feel like I am missing something. Why does it matter whether this is a resolution or not? A resolution is just a motion written in a particular format.

"If the bylaws require the election of officers to be by ballot and there is only one nominee for an office, the ballot must nevertheless be taken for that office unless the bylaws provide for an exception in such a case. In the absence of the latter provision, members still have the right, on the ballot, to cast "write-in votes" for other eligible persons." (RONR, 11th ed., pgs. 441-442) "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or "acclamation."" (RONR, 11th ed., pg. 443)

I agree that as written, the motion in question is not a resolution. Why does it matter?

No, that is not what I meant by that statement. In my view, RONR does not provide any mechanism to limit the manner in which business is conducted regarding the items included in the call of a special meeting. So if a call for a special meeting provides, for instance, for "Discussion of topics X, Y, and Z," then I do not think the assembly would actually be prevented from making and voting on motions relating to topics X, Y and Z. Further, I do not think it would be proper for the call to say "Discussion of topics X, Y, and Z - only discussion shall be in order, no motions or votes," since nothing in RONR suggests that the call of a special meeting can include limitations on the manner in which the business is conducted. (Nonetheless, if such a call was actually sent, however improper it may be, I think there would be a valid case that only discussion would be in order.) I believe, however, that some other members of this forum have different views on this subject. This is why I said the situation would be ambiguous if such a call were sent. On the other hand, RONR is quite clear that "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting." (RONR, 11th ed., pg. 93) As a result, if a call of a special meeting is sent which includes no topics whatsoever, there is no doubt that no business can be conducted at that meeting, thus more clearly establishing the meeting as "discussion only." While RONR does provide that a special 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," (RONR, 11th ed., pg. 91) I do not think that this means the President can simply refuse to call a special meeting which does not include any items of business, particularly in a situation where the bylaws provided that a meeting is called upon request of four board members and such a request has been submitted. In other words, I think the reason that RONR does not acknowledge discussion-only special meetings is that it simply assumes that organizations will not have them, not that actually prohibits organizations from having them. I don't really understand why this entire argument is important to either side. Either various board members will hold a meeting where nothing happens or various board members will hold a non-meeting where nothing happens. This really isn't worth anyone wasting time over. If the board members insist on having a pointless meeting, let them have one. Those board members who don't feel like attending pointless meetings (including the President) can do something more worthwhile with their time. Or does your society have a rule which makes attendance mandatory? In the long run, if this is such a big problem, I suppose the bylaws could be amended to provide that "Any request for a special meeting must include one or more items of business and shall not be for the sole purpose of discussion."