Joshua Katz

Why not just shrug and figure it's been accepted by unanimous consent? Put it this way: if you walk into a room and everyone is grabbing live chickens and stuffing them into their mouths, and you are supposed to teach them table manners, don't start with the spoon that sits parallel to the table edge on the far side of the plate being for dessert. But also don't change table manners so that eating live chickens is fine. Just start with something that's dysfunctional. I'm not convinced this way of doing things is dysfunctional, but in any event, keep in mind that a meeting is not a lesson in parliamentary procedure, and RONR should not be used as a pointless formality. If you think rights are being trampled, say that. But it seems you don't, since you want a rule to this effect. To what end? Just so you can say you're in compliance? I'd suggest finding something that isn't working, and showing how RONR can make that better, first.

It works well for a group that size. I agree with the others that it would not work well for a larger group. In response to Mr. Transpower, in a group of 17, it is fairly predictable on which side members will speak, and the officer Mr. Brown is referencing lists them in alternating order when possible. I like this approach in a small group, even if it is not technically RONR compliant. It achieves everything RONR wants to achieve, without there being a race to be recognized after every speaker. In turn, that lets members actually pay attention to the speaker, instead of fixating on how to get recognized next. Where it fails is when there are multiple amendments. I've been called upon, for instance, to speak on an amendment, because I was listed for the main motion, but had nothing to say about the amendment. This produced at least once a negative outcome: a motion was made, and immediately an amendment was moved. Even though I was listed before the amendment was made, when the chair got to me, I declined, since I had no opinion on the amendment. Time then expired, and the assembly declined motions to extend time, even though no one had spoken in the negative. I believe that part of the reluctance to extend time on my motion arose from my having turned down the floor, despite the fact that I hadn't sought it for the amendment. So I think it is necessary to maintain separate lists once an amendment is made, and know where you are on the main list in order to return to it without calling on people for the amendment who haven't sought to speak on it. When I chaired a committee that frequently met online, I did it that way, and it worked well.

Is the Phylacter a member of the body that adopted the motion in the first place? In any event, what happened next?

Well, it's irrelevant that the presidency will change; the question is what your bylaws say about filling vacancies. If they say nothing, vacancies are filled by the body which initially elected the position. So what, if anything, do your bylaws say about vacancies, and who elected the secretary to begin with?

Yes, but I share the intuition that a game shouldn't end in a tie, or at least that it's not desirable, but have no such intuition about the vote on a motion (as opposed to an election). I think the difference for me goes back to the presence of a status quo. There are artificial solutions in sports because we can't just say "in the event of a tie, the status quo stands" when it's a fight between equal outcomes, so to speak. In the case of a motion, not adopting it is privileged. Of course, we could break sports ties in simpler ways - home team wins, for instance - so the means of tie-breaking don't seem entirely arbitrary, since we're more likely to think sudden-death overtime is fair than "home team wins" or "high seed wins."

Why is it artificial, though? There's a status quo, and a motion is an effort to change it, which requires a majority. I understand why it grates on the nerves if the decision comes from an entirely artificial rule (i.e. my entire middle school math career, which only made sense when I got to grad school), but I don't understand why this rule seems artificial.

I'm not aware of anything in RONR about it, but I'm also not aware of it as an adopted custom across organizations. Some organizations might see some point to it. Personally, I don't - ties aren't bad, they just mean the motion fails, and I'm not sure that an odd number of members makes ties any less likely (absences, vacancies, abstentions, etc.).

All it requires is climbing the belltower during a lightening strike.

Small steps are in order, and you might consider trying to hold a class on RONR, etc. outside the meeting context. During a meeting, you're trying to accomplish business, and it's not the best environment for learning new ways of doing things. As the General put it, meetings are not classes in parliamentary procedure. When there's nothing to accomplish, people might be more open to learning new things. You might also point out that, even if everyone gets along, at some point in the future a new board might not get along, and an established habit of doing things in an orderly fashion will be helpful. Or, my go to: using effective procedure gets me home for dinner earlier. It's good to hear, though, that your organization will not be laying off 15k people and closing factories.

Fair enough. I took it to mean discussion. I guess we'll both have to wait and find out.

No. Executive Session is something that happens during a meeting (if the assembly chooses to enter one).

It defines an agenda as a series of special orders and/or general orders, i.e. business items. It does not define an agenda as a list of "discussion items."

So far as RONR is concerned, your agenda is a proposed agenda until approved at the meeting. The Secretary cannot make an agenda, only the body can adopt one. (An agenda is also not a list of items for discussion, but that's another story.) So just remove it before you approve the agenda. If other rules apply, such as applicable procedural laws, that might complicate things, but in general, not doing something on your "agenda" is easier than doing something not on it.

If the board has already approved the salary, it doesn't need to do so again. If it has only authorized a generality, such as "up to $100k on total compensation for all employees," then it needs to specify what the new hire will be paid. I think I would have more questions about the rest of the motion - if the bylaws say the DoO is the acting ED, then the DoO is the acting ED and there's no need for a motion to make it happen - perhaps only one adjusting pay is needed, unless the board has given someone (perhaps the ED) authority over wages. In short, there's too much going on here that is intertwined with the rest of your structure for an answer that is more than a generality, in my opinion.

It's certainly not required by RONR. As I said, depending on the state, it may be required by law in the case of a corporation (and by regulations and exchange rules if the corporation is publicly traded). Nom and Gov stands for Nominations and Governance. Any applicable laws, of course, are outside the scope of this forum, but I thought it might be worth tipping the OP off that this might be the case.

Agreeing with the above answers, your organization is likely incorporated. Depending on the state, a Nom and Gov committee may be required. Typically, such a committee, in the corporate context, makes recommendations to the appropriate bodies regarding corporate governance. It makes recommendations, for instance, regarding board composition, the existence and makeup of other committees, the board structure, and so on. It also will evaluate and make recommendations about key employees, such as the CEO. Finally, it nominates board members to the appropriate voting body. There are additional requirements and duties in a publicly-traded company. But that doesn't tell us what yours does, it just tells you the usual purpose of such a committee. The motion creating the committee, as others have mentioned, must have said something about what it does. So much for definition. As for need, well, that depends on function, and is really a decision for your organization unless there's a legal requirement. If you want my opinion, I think at a certain level of complexity (and it's a fairly low level, in my view) it behooves an organization to think carefully about its corporate governance structure, particularly if bylaw amendments are handled by a large body such as the general membership meeting. Of course, other committees can think about this too, such as the bylaws committee, but those committees are busy with other things, so I don't think it's a bad idea to have a committee just thinking about this issue. See Enron. Authority to create a standing committee depends on your bylaws. If your bylaws list the standing committees, then a bylaw amendment is necessary to create another one. If not, a standing committee can be created by a motion. (A motion in what assembly? It depends of which body the committee is to be a committee. Generally, a governance committee is a standing committee of the board, and so can be created by a board motion, assuming the board has the power to create committees.) But, again, there may well be applicable laws (and regulations, and rules), which are beyond the scope of this forum.

It is possible that this organization has a bylaw requiring a roll call vote on all substantive motions, and the chair is really asking, in a round-about away, if there is unanimous consent to suspend that rule as it is clearly in the nature of a rule of order.

Agreeing with Dr. Stackpole, note that my prior answers assumed the Board adopted the motion you wish to rescind.

No, except perhaps a misconception. The vote threshold is a 2/3 vote, a majority vote with notice, OR (any one of these is sufficient), on a 7 person board, 4 people voting to rescind. That is, "entire membership" means of he board, since the board is the body making the decision. A 2/3 vote could be attained without reaching 4 votes, such as by 2 voting yes, 1 voting no, and everyone else present abstaining.

Use the motion amend or rescind something previously adopted. It requires a 2/3 vote, or a majority vote with notice, or a majority of the entire membership voting in the affirmative.

I agree entirely, to be clear. It is a qualification for a sort of membership and would need to be explicit in the bylaws if there is another way.

I didn't see your response until I sent mine. I assume they crossed wires, so to speak.

The rule in question is not a rule of order, and does not provide for its own suspension. As a consequence, it cannot be suspended.

Thank you for saying what I was trying to express, only you said it more eloquently. This is what I was trying to get at, clumsily.

It didn't require a second. The situation you describe is largely a judgment call. The point is that debate on the main motion must be on the merits of the main motion, and if you want to debate a different motion, you should move to amend in order to have that discussion. However, the line between the merits of the main motion and a potential change to it is pretty thin, and in general, I think it's advisable to be permissive, particularly in a small board context. But depending on the details, the objector might have a point. However, if this is a common problem, I would suggest that your board needs to make better (or more) use of the motion to commit. Much inefficiency can be reduced if ideas come to a meeting fully-baked. I do not agree that meetings become more inefficient if people move to amend without conferring. My personal opinion tends to be the opposite, since moving to amend right away presents a series of binary questions, rather than open-ended discussion on "well, what color should it be?" First decide between green and red, then between red and blue, then decide if you want to paint the clubhouse.