Josh Martin

On 4/24/2024 at 7:50 AM, Dan Honemann said:

At an in-person meeting of a subordinate board of average size, whenever a member says something he will be heard. Whether it is or is not in order for him to do so is beside the point.  If this is not true, for any reason, then as far as RONR is concerned the meeting is not a meeting of a deliberative assembly.

On 4/24/2024 at 2:12 PM, Dan Honemann said:

That may well be, but since the assembly is meeting in a single room or area, the assembly is obviously meeting under "conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area".

But Mr. Honemann, I think what J.J. is getting at is that exactly what constitutes "conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area" will vary depending on the size of the assembly.

It's quite correct that "At an in-person meeting of a subordinate board of average size, whenever a member says something he will be heard."

But in a larger assembly, the conditions for that assembly meeting "in a single room or area" will be different than "a subordinate board of average size." As a consequence, what it means for such an assembly meeting electronically to constitute ""conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area"" will be different that what is required to constitute such conditions for a subordinate board of average size.

Now, there is certainly a question of whether it is wise as a practical matter for any assembly larger than "a subordinate board of average size" to meet electronically at all, but to the extent an organization chooses to have such meetings, it seems that such meetings will necessarily be different than a smaller assembly, just as would be the case for an in-person meeting.

I think there was perhaps an assumption based on the title of this thread (Can a Chair Mute Board Members as Default?) that this is "a subordinate board of average size," but for a political party I'm not certain that assumption is correct. The "board" (or "central committee" or "executive committee," as they are often instead referred to) are often quite a bit larger than "a subordinate board of average size."

On 4/26/2024 at 7:15 AM, Guest Sarah W. said:

It has come to our attention that information shared at the past couple of shareholder’s meetings have been inaccurate. One of our shareholders presented paperwork to us from a state office. The paperwork has handwritten notes on it as well. As a result, this information has largely influenced a majority of shareholders perception about the issue in question, and as a result, their vote has changed. After a few of us have inquired and obtained information from this office ourselves, we have come to the knowledge that the information is not accurate or correct, and we believe this was shared by the shareholder to influence a majority to vote a certain way. What is the best way to handle this situation according to Roberts Rules. Should we seek legal advice?

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

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

Several voting members in our family  corporation have requested an in-person meeting to address some concerns we have about a potential business venture that we have been presented with, to which the board members agreed to.

What do your bylaws say with regard to calling meetings?

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

We have been having several meetings via telephone

Do your bylaws (or applicable law) permit meeting in this manner?

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

and they have been conducted by someone who is not even a board member.

This, in and of itself, is not necessarily a problem, although ultimately such an arrangement will require the board's approval.

"In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt an incidental main motion to effect such an arrangement for all or part of a session. This motion is a question of privilege affecting the assembly (19). Alternatively, the rules may be suspended to authorize this type of temporary appointment, even over the objection of the president or a vice-president. Cf. 62:13–14." RONR (12th ed.) 47:13

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

This person has resorted to muting everyone on the call and has forbidden several board members (except for a select few) to share important information that would be in the best interests of the company.

As I understand the facts, you are saying that this person is not permitting board members who have properly sought recognition to speak. I am in complete agreement that this is entirely improper.

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

We have just received notification that we are having the meeting two weeks sooner than was agreed, and it will once again be conducted via telephone.

Please clarify how the original meeting date "was agreed" to.

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

Is there something in Robert’s Rules of Order that we can reference to ensure that this process can be done as fairly and just as possible? 

I would probably advise getting a new chair, for starters. For assistance in that regard, in addition to the citation above, see also RONR (12th ed.) 62:2-15, "Remedies for Abuse of Authority by the Chair in a Meeting."

As to the issues related to calling a meeting, you will have to look at what your bylaws say on that subject.

There also appear to be some issues here which are more legal than parliamentary in nature, and you may need legal counsel.

On 4/26/2024 at 6:15 AM, J. J. said:

Can anyone offer insight on why the motion "Close Suggestions" was dropped from the 12th edition?  

Well, I don't know personally, but I can speculate.

The rule in the 11th edition reads as follows:

"The Previous Question cannot be ordered to stop the making of suggestions for filling a blank. The same result may be accomplished, however, by a motion to Close Suggestions which is identical to a motion to Close Nominations (31). It may be adopted by a two-thirds vote and is in order if a reasonable opportunity to make suggestions has been given." RONR (11th ed.), p. 167, ll. 15-20

The rules in the 12th edition read as follows:

"Proposals to fill a blank in a debatable motion are debatable. When there is no response to the chair's call for further suggestions, the chair asks, “Are you ready for the question?” or “Is there any debate?” To speak in debate, a member must first be recognized by the chair. The member may then speak in favor of or against a suggestion made previously or make a new suggestion and speak in favor of it.

As a consequence of the rules stated in the preceding paragraphs, debate on the comparative merits of the different suggestions may take place both concurrently with the making of suggestions and after all suggestions have been made. In any event, in this debate the underlying question is that of choosing the suggestion(s) that shall fill the blank, and each member is therefore permitted to speak no more than twice per day on that question, regardless of the number of suggestions made. When no further suggestions are offered, and there is no further debate, a vote is taken on the suggestions, as described below.

Proposals to fill a blank are not amendable.

Motions to Limit or Extend Limits of Debate or for the Previous Question can be applied to the consideration of suggestions, and when voting on the suggestions has been ordered by adoption of either of these motions, no further suggestions for filling the blank may be made at the time the order goes into effect. However, if a member obtains the floor and moves the Previous Question before a reasonable opportunity to make suggestions has been given, the chair must call for suggestions before stating the motion for the Previous Question." RONR (12th ed.) 12:98-101

So it would appear to me that under the prior rules on this matter, suggestions were taken first, then debate. As a consequence, it was necessary for some motion to "close suggestions," in a similar manner to the motion to close nominations.

Under the rules in the 12th edition, however, "debate on the comparative merits of the different suggestions may take place both concurrently with the making of suggestions and after all suggestions have been made" and "The member may then speak in favor of or against a suggestion made previously or make a new suggestion and speak in favor of it." As a consequence of these rules, the authors appear to have determined that a separate motion to "close suggestions" is no longer necessary, and instead, the Previous Question can be used to end debate and the making of new suggestions.

If a situation arises in which it is still desired to close suggestions (but not to close debate), I would think this could still be accomplished by means of a motion to Suspend the Rules, however, I think that if this motion is made "before a reasonable opportunity to make suggestions has been given," the chair must call for suggestions before stating the question on that motion.

On 4/25/2024 at 5:04 PM, Guest Zev said:

Greetings:

I have no problem with any of the expert analysis. What bothers me, and perhaps I am overthinking this issue, is the expression "...when a quorum of two-thirds (⅔) is present." Without this expression it appears that the opponents of the impeachment will need to be present as many as possible and make the most vigorous defense of the defendant as possible. But with this expression, they may discover that by staying absent from the proceedings the two-thirds vote becomes irrelevant because they can cause the two-third attendance to not take place. And the absent members that favor the impeachment are kicking themselves for having other business on that day because they would have made the quorum the required two-thirds. Have I missed something?

I don't think you're missing anything. It appears the rule does indeed set a very high bar for removal, which is not unusual.

On 4/25/2024 at 5:27 PM, Dan Honemann said:

If you interpret the bylaws as requiring a vote of two-thirds of the members, as I did in my response, it becomes clear why a quorum of two-thirds of the members is required, but I appear to be in the minority as to the proper interpretation of the bylaws in this respect.

I overlooked this issue initially, but it appears you may very well be right.

On 4/25/2024 at 9:47 AM, Guest Lynnette said:

Is the nomination committee sworn in with the new executive administration?

Well, as to the "swearing in" itself, you will have to look to your own rules and customs on that question. RONR does not require anyone to be "sworn in," and any such "swearing in" is purely ceremonial.

"An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time (see 56:27). If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." RONR (12th ed.) 46:47

But I think what you may be asking is "Do the newly elected members of the nominating committee take office at the same time as the newly elected officers?"

Generally, provided that the officers and the members of the nominating committee are elected at the same time, then I would say "Yes." Ultimately, however, I think you will need to look to your own bylaws to answer this question.

On 4/25/2024 at 9:54 AM, Richard Brown said:

Normally, this would not be the case because the nominating committee is usually appointed or elected later in the year prior to the next elections

I'm not entirely certain on this. I think the time at which the Nominating Committee is appointed or elected will vary from society to society. In some organizations, the Nominating Committee is elected at the same time as officers. This may be done if, for example, the membership only meets annually, and the organization prefers to have this committee elected by the membership rather than delegating this authority to the board.

On 4/24/2024 at 6:00 PM, Guest Jack Burch said:

In the case of a resignation from a board, must this be in writing? 

No. A resignation may be submitted in writing, or the resignation may be submitted orally at a meeting.

On 4/24/2024 at 6:00 PM, Guest Jack Burch said:

Must the board vote to accept the resignation before it is final?

Yes. (I am assuming the board is the body with the power to fill the resulting vacancy.)

On 4/24/2024 at 6:00 PM, Guest Jack Burch said:

May a member rescind the resignation before the board votes on the resignation?

The member may unilaterally withdraw (not "rescind") the resignation until the the chair states the question on accepting the resignation. After the chair has stated the question on the resignation, but before the vote has been taken, the member may withdraw the resignation only with the consent of the board.

On 4/25/2024 at 2:11 PM, Guest Dr. Jazzmine Nolan-Echols said:

We conducted a meeting that was not adjourned but continued at a later date. Does Robert’s require the members that attended the new session where the adjournment occurred to be counted in the original attendance? Does new attendance have to be taken? 

RONR does not require that attendance be taken at all.

Could you clarify the reason behind your question? Is this simply about recording which members are (and are not) present? Or is your concern related to something else, such as the presence of a quorum?

On 4/23/2024 at 10:41 PM, Wright Stuff said:

Our county has been told by the state that no person can be a member of the County Executive Committee unless he or she was elected at the annual convention in an odd-numbered year or at an Executive Committee meeting. Here is the language from the county's bylaws that puts the IPP on the Board:

The County Officers and the Immediate Past Chair shall comprise the County Executive Board of the County Executive Committee.

The opinion from the state actually wiped out all ex officio positions in the county bylaws. The state's opinion overrides the county's bylaws. Ignoring whether it is a bad idea to have an IPP on the Executive Committee or on the Executive Board, how can the provision above be interpreted that the IPP is on the Board? The state's parliamentarian assured us that the IPP is on the Board even though he was not elected to it. There are no other provisions in the bylaws that say that a Board member does not have to be a member of the Executive Committee. 

How do you elect an IPP?

Well, you don't elect an IPP, at least not directly.

But a person becomes IPP by virtue of the fact that they used to be the President, and the IPP would have been elected to that office. So I don't know that the existence of the IPP on your board is in conflict with the advice you received from the state "that no person can be a member of the County Executive Committee unless he or she was elected at the annual convention in an odd-numbered year or at an Executive Committee meeting." The IPP was elected "at the annual convention in an odd-numbered year or at an Executive Committee meeting." They were just elected some time ago, and were elected to the position of President, and now serves by virtue of the position to which they had previously been elected.

So I actually think the opinion provided by your state's parliamentarian makes sense to me, and in any event, the state's parliamentarian is probably the person best suited to interpret the opinion provided by the state.

I would advise your organization nonetheless jettison the IPP as soon as possible, because it is a bad idea to have the IPP on the Executive Committee or the Executive Board. But unfortunately, I don't think the state has booted your IPP off the board.

On 4/24/2024 at 10:16 AM, Wright Stuff said:

My understanding is the ex officio means by virtue of their position. 

Yes, that is a correct understanding.

On 4/24/2024 at 10:16 AM, Wright Stuff said:

For example, some elected officials in county government are ex officio members of the Executive Committee. They never sit for an election at the county convention, and they (were previously) automatically members of the Executive Committee. They now must be elected at either the convention or an Executive Committee meeting. Since they have to elected at one or the other, are they still ex officio? If so, then I agree with your comment. 

I am in agreement that these positions can no longer automatically serve on your Executive Committee, under the opinion provided to you by the state.

But suppose, for example, you had other positions which are not elected directly to the board, but are still elected by the convention or by the Executive Committee. Suppose, for example, certain committees are elected at the convention, and your bylaws provide that members of those committees serve ex officio on the Executive Committee. I don't see anything wrong with that.

For that matter, if your convention directly elects named officers (Chair, Vice Chair, Treasurer, Secretary) and those officers automatically serve on the board, those persons are in effect ex officio members of the board, although people often don't think of them that way.

So I don't think it's correct to say that the state's opinion removed ex officio members altogether. It is correct, however, that ex officio members who are not elected at the convention or an Executive Committee meeting are removed.

On 4/24/2024 at 3:53 PM, Guest Bylaws said:

Can we compel someone to pay in order for them to have a voice at the meeting? Our bylaws state they need to be paid members to speak at a meeting.

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

On 4/25/2024 at 9:29 AM, Guest John said:

We have members who called a special membership meeting on a specific date and time.

Do these members constitute "at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting"?

On 4/25/2024 at 9:29 AM, Guest John said:

However, there are some church council members who contend that the entire church council must approve the call.

Well, this is clearly wrong. The rule in question quite clearly states "a special membership meeting may be called by the Chairman, by at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting" (emphasis added).

On 4/25/2024 at 9:29 AM, Guest John said:

but they cannot demand a date or time. The church council sets the date and time.

Again, this does not appear to be what the rule says. It appears to me that the members can indeed determine the date and time of the meeting.

Now, what they're suggesting is not unusual, and in fact, what they're describing is the more common way things like this work. Often, the bylaws will say something like:

"Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society."

The rule above does not permit ten members, on their own, to call a meeting. Only the President or the Executive Board may do so. However, it provides that the President or the Executive Board must call a special meeting if they receive a request to do so from ten members. So in that circumstance, it would indeed be the President or Executive Board that would make that determination.

Your rules, however, provide "a special membership meeting may be called by the Chairman, by at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting". With the way the rule is written, it appears any of these groups may call the meeting itself.

Now, quite frankly, I'm not actually sure it's a good idea to let random members decide the time and date for the meeting. It may well be more prudent for the bylaws to instead provide that the meeting will be called by the Church Council upon request of the members, and for the council to then call the meeting. Nonetheless, the organization is obliged to follow its bylaws as they are currently written, unless and until they are amended.

On 4/25/2024 at 9:29 AM, Guest John said:

Are either positions right according to Robert’s Rules?

Well, Robert's Rules doesn't really enter into it. Neither of these questions are about Robert's Rules - they're about the meaning of your bylaws.

But in my opinion, no, neither of these positions are correct. Ultimately, however, it is up to your organization to interpret its own bylaws.

On 4/25/2024 at 9:43 AM, Richard Brown said:

Edited to add: pursuant to the rules in RONR, the notice of a special meeting must also include the purpose of the meeting, stating with some specificity the matters to be taken up it said meeting.  Your bylaws do not seem to specifically require that, but I would suggest it is a very good idea to do so anyway.  In the event of a conflict, your bylaws control.

In an organization that has adopted RONR as its parliamentary authority, it is my view that the call of a special meeting must include the matters to be considered at that meeting, unless the bylaws specifically provide that this is not the case. If the bylaws are simply silent on this matter, I believe the rule in RONR is still applicable. While it is certainly correct that "In the event of a conflict, your bylaws control," I do not view this as a conflict.

On 4/23/2024 at 8:44 PM, Guest Kate Kutash said:

Is there ever a time you canNOT abstain from a vote?

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

On 4/24/2024 at 2:00 AM, Guest Anonymous said:

We have received a complaint and request for suspension of a board member.  By law states formal complaint process will go the board for review, with a formal review of the charges brought against them. 
 

Would that require this “charged” board member to be involved in the conversation and approval for a formal review of the charges brought against them??

All members of the board retain all of their rights to vote unless and until those rights are removed through disciplinary proceedings or through operation of a provision in the bylaws. The fact that a charge has been brought against the member, in and of itself, does not deprive the board member of their rights in connection with this matter unless your bylaws so provide. So generally, yes, the member would be "involved in the conversation and approval for a formal review of the charges brought against them."

I would suggest that the member should not vote on this matter, however, he ultimately has the right to do so unless your bylaws provide otherwise.

"No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

On 4/24/2024 at 8:14 AM, Guest Robert said:

Scenario-

A seven member board. Six members are present. 

A vote is taken:

3 members vote yes

2 members vote no

1 member abstains

The bylaw on voting reads- Any Board member's decision to abstain shall be recorded and be deemed to acquiesce in the action taken by the majority. In situations in which there is a tie vote and the abstention represents the deciding vote, the motion shall fail for lack of a majority.

does the motion pass or fail?

The motion passes by a vote of 3-2.

I would also probably suggest the board strike the rule in question from its bylaws, since I don't think it changes anything or adds anything meaningful. All it seems to accomplish is to cause confusion.

"Do abstention votes count?

The phrase “abstention votes” is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an “abstention vote.”

In the usual situation, where the rules require either a “majority vote” or a “two-thirds vote,” abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a “no” vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]" FAQ #6, emphasis added

On 4/24/2024 at 8:19 AM, Joshua Katz said:

I guess this means that this vote should be recorded as 4-2, although I have no idea what is accomplished by this.

I don't agree with this. As I understand it, this statement (albeit poorly worded) is simply noting that a member who abstains is, essentially, letting the other members decide the issue. I do not believe the statement has the intent or effect of providing that an abstention should be counted or recorded as a vote.

On 4/24/2024 at 8:40 AM, Richard Brown said:

Guest Robert, you have a Strange by law provision, and it is ultimately up to your organization to interpret it. We cannot interpret your bylaws for you.

My personal view is that the bylaws provision in question doesn't mean much of anything, and simply (poorly) reiterates existing principles.

On 4/24/2024 at 8:56 AM, Guest Robert said:

Does this change the scenario?

Another by law states- The Board may adopt, amend, or repeal rules of order for its own operation by simple resolution of the Board passed by a majority of those present and voting.

No, this changes nothing.

For starters, this rule only relates to adopting, amending, or repealing rules of order, and it's not clear that's the type of motion the board was voting on.

But even assuming this rule was applicable, it still changes nothing, because the number of members present and voting in the original scenario is five, and three is a majority of five. An abstention is not a vote, so the member who abstained is not voting.

On 4/24/2024 at 11:36 AM, Patriot said:

In our organization, we don't have regularly scheduled meetings, so our chairman/vice chairman can call meetings at any time with proper notice, and there is no limit on the agenda items for those meetings. So I don't think those would be considered special meetings? If the members call a meeting (by getting a certain percentage of members to sign the call), the members have to list the purpose and can only have ONE purpose for a member-called meeting, so that type of meeting I would consider a special meeting.

Based on these additional facts (although it is difficult to say for certain because we have not seen the exact language of the rules in question), I am inclined to agree that meetings called by the Chairman/Vice Chairman are not "special meetings," but are instead regular meetings.

Assuming this to be correct, the call of the meeting would only need to include the date, time, and location of the meeting.

On 4/24/2024 at 9:25 AM, Guest LJames said:

There has been an understanding in our student group that “simple majority” is half plus one of whatever the number of voting members present is needed to pass, or enacted items brought to a vote. With this understanding, there is always a said number that needs met for an item to pass/enacted. Which is the case I presented above.

Well, your group's understanding is wrong. Specifically, it is wrong in both of the following ways.

• The term "majority" means "more than half," which is not quite the same thing as "half plus one."
  • For a simple illustration of this, suppose there are five members voting. Half of this is 2.5. So "half plus one," taken literally, would be 3.5, which would mean four votes would be required (as three votes wouldn't be enough). The correct definition of majority is "more than half." Under this definition, three votes is sufficient for a majority.
• The term "majority," when unqualified, means more than half of the number of members actually voting, not more than half of the members present.

The word "simple" adds nothing to the meaning here, and it would preferable to strike it.

RONR is explicit on this point. There is no ambiguity.

"As stated in 1:6, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means “more than half”; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting." RONR (12th ed.) 44:1

If your organization wishes to adopt rules providing that the requirement for adoption is "half plus one" of the number of voting members present (or perhaps more than half of the members present, as I think you may be using "half plus one" as an incorrect shorthand, and not using it intentionally), your organization is free to do so. Your rules as they are presently written, however, do not require this, notwithstanding your student group's erroneous understanding of the meaning of the word "majority."

Personally, for the reasons expressed previously, I believe such a rule would be extremely ill-advised, as the effect of such a rule would be that abstentions would have the same effect as "no" votes. This is problematic for members who wish to abstain for its intended purpose - to maintain a position of neutrality. Your organization, however, is still free to adopt such a rule if it wishes.

On 4/24/2024 at 2:05 PM, jkane1517 said:

I again find myself asking the technical question first.  Is the use of mute absolute or voluntary.  That is to say in zoom, is mute applied unilaterally in a manner that the participants can not remove such as when zoom is setup in a webinar and mute is absolute?  If so, the absolute application of mute would to me violate several areas of RRO as well as fundamental principles. 

Or is mute simply applied when people enter and as a special rule of order but can be remove by a member themselves should they need to make a point of order, appeal or even in a very rare case of having to take action if the chair abuses their basic duties.

If a member must leave their screen for a moment on zoom and all of a sudden a very noisy lawnmower starts up right outside and you can't hear anything, since the normal online procedure would be for the chair or zoom host to mute the account that is disruptive when the zoom member has stepped out...   Only the zoom member can unmute themselves upon their return.  Seems like a reasonable way forward.

In my view the only egregious issue is if the chair can unilaterally mute members who can not unmute and exercise certain parliamentary rights should the need arise.  In an in person meeting, members may refrain from all sorts of actions, procedures etc but they retain the ability to exercise those rights should it be needed or in their view warranted.  I'm simply proposing that the technical means of meeting online shouldn't limit those rights while at the same time recognizing muting a barking do or muting on entry may be a deciours way to conduct the meeting as well.

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

Everyone is very concerned (and I think rightly so) about abuse by the chair, but I don't think some posters are sufficiently concerned about abuse (or simply error) by the members.

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.