Joshua Katz

Of course, but you'll need to say more in the disciplinary process. If I were asked to vote on discipline, and the complaint said that the member had voted no on a motion and questioned the appointment of tellers, I know how I'd vote, if no further evidence were presented. I'm sure there is more evidence, so if you do go the disciplinary route, I'd recommend being sure to include it.

Well, if he wants to change some other action, it seems the same motion (rescind or amend something previously adopted) will work just as well.

You can ask anyone to do anything. Whether the member does so is another story. None of what you've described, though, sounds to me like sabotage. Members have the right to vote, and to vote in a coordinated way. As for challenging the process for appointing tellers, well, it might be better to simply make a motion ahead of time about how tellers are appointed, but asking about it is not improper if the rules of decorum are followed. You say the member "admitted" to voting no, but so what? On a yes/no question, both answers are permissible. Anyway, that's just my opinion, and I'm not a member of your organization. You can ask her to do whatever you want to ask her, but if you want to kick her out, you'll need to follow the disciplinary process, either in your bylaws or in RONR.

I don't know another way to say this: we can't answer corporate law questions. Whether an item which makes it onto the agenda for a shareholder meeting, going through the process in your corporate code, expires at the end of the meeting when no action is taken, or does not, is a matter of corporate law. RONR has nothing to say about it, because so far as RONR is concerned, there is no such procedure - shareholders would, if there were no corporate code, adopt an agenda at the meeting and include whatever the body wishes on it. Because the entire matter is governed by law, there's nothing we can tell you that is useful. (One thing I think we can say is that the 'originator' of an agenda item has no special powers - i.e. when the item comes up, anyone can make a motion on it, not just the person who got it onto the agenda, although apparently that didn't happen, either.) This is a legal question, and thus beyond the scope of this forum.

We can't answer that on this message board. The only obstacle to bringing it back up is your corporate laws, which impose limits on what may be presented to the shareholders and impose requirements to get an item on the agenda. All of that is outside the scope of RONR, and therefore of what we can give advice about. You'll need to ask an attorney, or perhaps a parliamentarian who has experience with corporate procedures in your state.

Well, then under RONR, "lay on the table" was certainly misused. However, I am now more suspicious that this is really a legal question, or at least one for a parliamentarian intimately familiar with the governing procedure and this corporations governing documents.

Agreeing with Mr. Martin, that is all according to RONR. It is possible that the Washington corporate code (although I think Washington uses the model code, but I'm not sure) treats these matters differently. For that, you'll need to consult with an attorney, though.

He can send an email saying he does not support it, but it has still been adopted and the email won't change anything. If he'd like to change something, he can make a motion to rescind or amend something previously adopted, which requires a 2/3 vote, a majority vote with previous notice, or a majority of the entire membership voting in the affirmative, any one of which will suffice. In the unlikely event that the session has not ended, he can also move to reconsider on the next day of the session (presuming he voted on the prevailing side). Finally, if this is in committee, reconsider may be moved at any time (and he need only not have voted on the losing side).

Fair point. I read too much into the question.

See Chapter XX, unless your bylaws contain their own disciplinary procedures. Also, how does one sabotage voting on new members?

While RONR gives illustrations, I don't take it as a rule per say. I like to use three columns: the current text, the changes shown as mark-up (strike crossed out, insertions in bold, then either highlighted or in a different color), and the text as it will appear if the amendment is adopted.

This staff person doesn't know what he's talking about. Meanwhile, your organization would do well to remember who reports to whom - i.e. staff reports to you.

The answer can only be found in your rules, since RONR contains no posting periods.

I agree that the idea of a subcommittee having powers not given to the parent committee is absurd (that which one does not own, cannot be given away). However, if I remember correctly, the OP is involved with a political organization, and the term Victory Fund generally refers to a joint fundraising committee, which might very well, once established, have authority under law regardless of bylaw limitations. I think this is primarily a legal, not parliamentary, question.

The President 'counts,' so to speak, if voting. If not voting, there is nothing to count. The same is true of every member - the calculation is of those present and voting. If the President votes, his vote counts both in the numerator and denominator. If not, then neither.

The member can move to amend the agenda, which is a motion to amend something previously adopted and requires a 2/3 vote or a majority of the entire membership. Alternatively, he could move to amend the agenda before it is adopted, to add his business item, which will require only a majority vote. Or, if your board meets quarterly or more often, RONR recommends against adopting an agenda in the first place.

First, what you received, unless laws or your rules say otherwise, is a proposed agenda, not an agenda. It becomes an agenda when (and if) the assembly (in this case, the board) adopts it. As a result, the board is not required to vote on anything, because the board can amend the agenda before adopting it (or not adopt one at all). Second, ordinarily, you would not be voting on reports, but rather recommendations contained within reports. Third, an agenda should not say who will make a motion. It is not a script, nor is the meeting a play. Rather, it should list the item of business that will come up. Fourth, no motion is needed for the approval of the minutes (happy everyone?). Rather, the Secretary reads the minutes (if necessary), the chair asks for corrections, and once all corrections have been dealt with, by unanimous consent or a majority vote, the chair announces that the minutes stand approved, there being no further corrections. Fifth, if you are using small board rules, the chair may make a motion, but no second is required. Sixth, where a committee, report contains recommendations, the committee chair (or person making the report) should move their adoption, and no second is required (even if not under small board rules) because they are moved on behalf of the committee. There's no need to be overly formal here, though. Where an officer report, by contrast, contains recommendations, someone else should move their adoption, for some reason. If a report is, for some rare reason, to be adopted in its entirety, I suppose it is appropriate to say that the chair will entertain a motion to that effect. If this is happening routinely, though, your board has gravely misunderstood some aspect of parliamentary procedure, most likely (which is a common enough scenario).

And, to (not) answer a perhaps-implied question, any impact on this question relating to the tax status of the organization is beyond the scope of this forum, and would require consultation with a (tax) attorney.

I agree with Mr. Brown's points, although I have no idea about the colors (I find that color-blind people, like myself, tend to just tune out any facts about colors as irrelevant.) I'm not sure I love the form of the questions, though - they remind me of the academic "norm" of making a speech, then turning it into a question with "don't you think?" Wouldn't it suffice to ask "what do you get when you mix A and B?" and then ask "what does this document say?" when given the wrong answer, since the rules of evidence don't apply and you could point to a club document even on a collateral matter? After all, we're told that there are publicly-available (or at least club-available) documents which demonstrate the right answer.

I would reconsider whether this club should exist. The board, so far as parliamentary procedure is concerned, has those powers given to it in the bylaws. Did the board have the authority to do this? We cannot give legal advice; for that, you need to ask an attorney. Did the President have the authority to make such a rule? There is no conflict, so far as RONR is concerned, where a husband/wife team are President/Treasurer. If an organization is uncomfortable with it (or frequently has its Presidents stealing) the organization can make a rule to prohibit it, but it would need to be in the bylaws since it is a qualification for office, of sorts. The President, like the board, has such powers as the bylaws give him. I don't quite understand the transaction, but it is a bylaws question whether the President can enter into it, in any case. Well, I am not part of your club, and this is just personal grievances, there's no parliamentary question here for me to answer. That said, if the organization wants a different President, it can wait until the elections, it can use the disciplinary process, or, if language about "until successors are elected" appears in the term of office language in the bylaws (does it?) it might be able to replace the President earlier. Members not attending meetings, though, will not achieve much (other than, perhaps, denying quorum, which also doesn't achieve much).

It's ultimately a question of bylaw interpretation, which only your organization can do, but in general, "shall" indicates mandatory language (but not always). I would personally be inclined, knowing only what I know (i.e. lacking context) to say that the vacancy needs to be filled, but in the end, it's not up to me. It's also not up to the person who thinks it can stay open. The only person who can take action right now is the President (the former Vice President). If the President does not appoint someone, you could raise a point of order, and the board would then decide what it thinks the bylaw means.

While it might be (although I'm not convinced) that RONR needs to set out more assistance on this, I think the lion's share falls on the organization - not in the adoption of its rules, but in its specifications to software vendors, or choice of software. That is, the parliamentary issues do not change much when we talk about electronic voting, particularly when we're talking about it at a meeting. The issue, as I see it, is that the organization is using software unsuitable for its needs as a deliberative assembly. Nothing in RONR can fix that, it's a matter of telling vendors what RONR and your rules require.

There's no need to confirm that those who seconded the motion were authorized to do so. Even if they weren't, by the time debate began, any deficiencies in seconds became immaterial. The presence or absence of a quorum is irrelevant - if a motion were made to adjourn, for instance, in the absence of a quorum, the minutes would not note who seconded it, either.

What occurred? Does it have any relation to the situation Guest Ann discussed? If not, please start a new thread and expand on what happened at the meeting.

The technician, most likely, depending on the program. I'm less confident about the programmer, who can tell you all the reasons votes would be declared illegal, but not what happened in your instance without looking at your data. But neither are members of your assembly, and you shouldn't need to rely on them. You need software that says why votes are illegal. I continue to feel we can't provide much useful advice here other than that.