Joshua Katz

Okay, now I understand the question better. Yes, there are mathematical circumstances where a 2/3 vote is harder, in some sense, than a majority of the entire membership. But, as Mr. Martin says, when notice is given, whichever is easier remains an option. Giving notice never makes it harder. I should have read the thread from the beginning.

It is. Suppose there are 100 members. To get a majority of the entire membership, you need 51 votes in the affirmative. To get a majority vote, you could have as few as one vote in the affirmative, if everyone else present abstains. Two-thirds is, by definition, more difficult than a majority. There are some fun math puzzles if you try to compare 2/3 to a majority of the entire membership, but there's no need to figure that one out (except in the case of bylaw amendments). Two-thirds and a majority of the entire membership are the relevant thresholds without notice, while a majority of those present and voting is sufficient with notice.

By what standard? Absent an applicable law, bylaw, or special rule of order, you are free to use executive sessions for everything.

A bylaw violation of this sort is a continuing breach so long as the improperly elected directors remain in office. Raise a point of order that the election should not have been held, and the prior officers and directors should be in office.

A beautiful idea. I think this is how most new business should be dealt with, except on the rare occasion where someone brings a fully-baked idea to a meeting, having discussed it with others, counted votes, etc.

Thanks, I didn't have my book. I agree.

Agreeing with all the above, and limiting my answer to RONR, one session cannot bind another. If one session does purport to adopt an agenda for the next, the next can amend it freely. I'm not entirely sure what the vote threshold would be. Arguably, it should be the same as ASPA. On the other hand, I can see an argument that one session simply cannot adopt an agenda for another, so there's nothing to amend, just the business of adopting one (if you must or choose to). On a third hand, I can see an argument that the prior session can do so, but the rules in RONR, together with the act of doing so, equate to something like notice that it may be amended, so it can be amended by a majority vote.

A committee of the whole is one of three mechanisms in RONR for considering items in a less formal manner. I'm not sure how well it fits, as opposed to consider informally, in a small board. The idea is that the entire assembly agrees to appoint a committee consisting of itself. Someone other than the chair presides, and, because it is now proceeding as a committee, less formal rules apply, and debate cannot be cut off by the motion for the previous question. Before returning from committee of the whole, the committee decides upon a recommendation it will make to the assembly, which then reconvenes, with its ordinary chair, and considers the recommendation. I'm not convinced it's the best fit here. So far as I can tell, the problem here seems to be a lack of time limits, not an excess of them. Also, it is generally for large bodies.

When the minutes are pending for approval, the chair should ask for corrections. You can move at that point to amend by any of the usual means. Such motions are often handled by unanimous consent, but if it is lacking, it takes a majority vote. No, I'm saying the exact opposite. I'm saying a member can flap his gums and/or fingers, but cannot change the vote he cast at the meeting. If he regrets his vote, a motion to rescind at a later session, or to reconsider at the same session, may be appropriate. As for the minutes, they shouldn't show how any individual votes in the first place, unless the vote was by roll call. They should say if the motion carried or not. Regardless, no one can change his vote outside the meeting.

Ah, gotcha.

Yes. However, I second Mr. Brown's suggestion that you might be able to find a local NAP unit and have some experienced people, who are not RPs or PRPs, provide some advice.

Yes, people vote based on the debate. But that doesn't change the fact that minutes are meant for recording the decisions of the assembly, not what individuals said. The real need in 10 years is to know what was decided, not which of many potentially conflicting reasons was the basis. Well, the Secretary could not do that. Until the minutes are approved, they are just the Secretary's notes. Given that the Secretary makes the changes, though, you can move to amend the pending minutes to cut out all the things that don't belong there. No, the member is exercising his vocal cords or fingers in a manner that resembles changing his vote after the meeting. What he's not doing is actually changing his vote. Unless you are voting by roll call, though, how he voted doesn't belong in the minutes, either. If the Secretary is changing the outcome of a vote based on this supposed vote-changing, then move to amend the minutes to correctly state if the motion was adopted or not based on what the meeting decided. I agree it is very helpful in this instance. For the future, though, Amend, before the minutes are approved (I personally like to say adopted, but everyone here jumps on me for saying it, despite the fact that we're all in agreement that the way to amend approved minutes is A/R SP Adopted), can be done by a majority vote, as opposed to the higher threshold or notice requirement of A/R SPA.

RONR discusses the hierarchy of rules. Applicable procedural laws sit at the top, then your constitution/bylaws, then special rules of order, and then RONR, followed by standing rules. In the event of a conflict, the higher rule governs. So if the bylaws allow for voting without a meeting, voting is allowed without a meeting. That RONR defines a deliberative assembly as people able to hear each other might suggest that this isn't the best idea, but it doesn't prevent an organization from doing so. What's less certain is what your bylaws actually do, though. As I mentioned, I'm a part of several organizations which allow for asynchronous voting without a meeting. For example, in one, we had (I'm no longer a member) a 21 person board. To make a motion required 3 "cosponsors." Once made, voting was open for 10 days or until everyone had voted, during which time a person could change his vote.

I can see how it can be read this way. Both readings seem within the realm of reason (Chevron?), and, in any case, I don't think our opinions matter much.

Well, unless your bylaws provide otherwise... I am in several organizations which use voting outside of meetings. I have suggested in all of them that we eliminate that, and replace it with electronic meetings, but to no avail. In any case, that is the general principle, yes, but I think what's more important here is the best reading of your bylaw. I don't think deferring to RONR answers the question. In any case, the technically correct way to interpret the bylaw is not to make a motion, but to raise a point of order to the motions which have been adopted without a meeting. The chair will rule that they were in order because only a vote is required, and you can then appeal.

Well...not exactly true, but I'll allow it 😉 You know your organization better than I do. I just really have strong opinions about not turning meetings into lessons on parliamentary procedure. Edited to add: If the problem is that the chair lacks knowledge, one helpful approach might be to approach the chair outside the meeting context. People tend to be more open to conversations if they're not feeling on the spot, and they are not embarrassed in front of others. During that private discussion, you could go over how to be more efficient, offer to preside at one meeting to demonstrate efficient procedure, whatever you find helpful.

One more thought: saying you want to discuss Robert's Rules, in an assembly not used to using it, is probably a great way to scare, intimidate, and anger people. I think it's easier to just bring up the specific issue, maybe one at a time, and frame it as useful, not "do it because it's a rule." For instance, when I was fire department parliamentarian, I framed my seminars as "how to get home before 10PM." Tell people why following a rule is good.

I agree. I'm not sure what to do in the context of this bylaw, though: It says "voting may be captured" rather than directly saying to hold a meeting. But then it says standard meeting and voting rules apply. But then it gives examples which do not include the fundamental elements of a meeting. I think the organization (at a real meeting) needs to decide what this means, whether it is allowing asynchronous voting, or electronic meetings, and what is to be done. My personal opinion is that it is best read as calling for an electronic meeting, not a free-standing vote.

I don't know exactly what we're disagreeing about. I agree with what you wrote, except that I'm not quite sure what the point about formality, with which I completely agree, responds to. Do you mean my advice that discussions about RONR are out of order during meetings? Rather than an agenda item to discuss RONR, why not just respond to interruptions by saying "Mr. Chairman, do I have the floor?" If the meetings are running long, the board could adopt a special rule of order to prohibit debate without a motion. As noted, most here think debate without a motion works just fine for small boards, but acknowledge that in some organizations, it becomes a problem. Personally, I think it's always a bad idea. In that case, it does not bind you. If no one is bothered, you're free to act as if it did, until someone tries to deviate and an effort is made to adhere to it. What you've described, though, is mostly the standard order of business, with the addition of some, seemingly, general orders. I think your organization may be misusing the word "agenda." But it doesn't really matter, as Mr. Brown discussed.

Agreed, but in this scenario, the easiest answer is to move to amend by striking all of the discussion.

I will assume, for the purposes of this answer, that you are using small board rules. It may not answer your question, but an organization meeting quarterly or more frequently does not need an agenda. Furthermore, whatever is distributed is (unless there are applicable rules or statutes) a proposed agenda, not an agenda. It needs to be adopted by the body to be an agenda. This is permissible under small board rules. Well, to be more precise, discussion without a motion is in order under small board rules. That is, it's a rule about meetings, not agendas, but the point remains. Whether it is a good idea is, according to most on this forum, dependent on the particular assembly. In my personal opinion, it is always a bad idea because a motion focuses the debate on a binary question or series of such. This is not an appropriate meeting topic, even under small board rules, in my opinion. It has nothing to do with the business of the assembly. In fact, General Robert spoke precisely to this point, noting that a meeting is not a lesson in parliamentary procedure. A better way to do this is to move to establish a parliamentary seminar outside of a meeting. If you have long meetings, you could propose doing it over, say, a working lunch or dinner. Under small board rules, that would be in order, despite my personal opinion that it is an excellent way to waste time. I would suggest, if you are going down this path and conversation is turning circular and time-wasting, that you jump in and make a motion on the topic, or else move to close debate (or adjourn). This might actually be a reasonable use for an agenda, or a motion to limit debate on a particular item.

This is a bylaw interpretation question and would require reviewing the entirety of the bylaws to answer. Your organization will need to sort it out via points of order and appeals. I have no opinion because of all the possibilities. If your organization is unable to resolve it and needs assistance, you'll need to hire a parliamentarian who can advise you, but ultimately your organization will still need to decide. The National Association of Parliamentarians and the American Institute of Parliamentarians both have referral services.

I agree, but I still struggle to see, given what we do know, how the meeting could have lacked a quorum unless the liason member simultaneously counts towards the requirement, and does not count towards those present. What am I missing on that particular question?

If I understand the rule and the situation correctly, there are 5 full members, and 1 liason. At the meeting, there were 3 full members, and 1 liason. If the question is one where the liason may not vote, a quorum is defined (for some reason) as 51% of the full members, so 3/5 is enough. If the question is one where the liason may vote, it seems they define quorum as 51% of the full and liason members, so 4/6 is enough. Even if I'm wrong, though, the only way for this meeting to have been inquorate would be (if I'm following correctly) if the liason counts against quorum (that is, towards the total) but not for quorum (that is, as present). While such a rule could certainly be made, and the description we've been given is consistent with it, it would be...odd.

I agree with Mr. Brown. If, on the other hand, the organization attempted to create a standing rule for this purpose, I would have a different opinion.