Joshua Katz

Agreeing with Mr. Martin, it is also true that many organizations (and chairs, oddly enough...) misinterpret this rule to allow the chair to vote twice.

I don't see this as negative - rather, it gives someone (who?) the power to make these changes in your governing documents. RONR doesn't say that anyone has the power to change your documents outside of their usual amendment process.

The same effect could have been achieved, as you note, by dividing the question and then amending the portion that was changed. I am closer to seeing this as presenting substantially the same question, but in the end, I come down on the side of it being a different question, albeit one that would have more gracefully been handled through division.

And, if Mr. B thought the motion was out of order, and that it was not too late to object, he should have raised a point of order, not moved to 'nullify.' I'm not sure I follow your argument on the percentage split not presenting a new question. Is it your position that, if the original motion could be amended to do what the second does, then the second is not a new question?

Additionally, Mr. B's motion to rescind required a 2/3 vote.

No, if you move the "previous question," it takes a 2/3 vote to adopt, which has the effect of closing debate. The pending motions on which the previous question was ordered (you can move it on the immediately pending question, or on any sequence of questions beginning with the immediately pending question and not skipping any) will then be voted on - they will require whatever their normal threshold is. It is a myth that simply shouting "question!' ends debate. The chair cannot decline, and it is not a request, it is a motion. Either the assembly will, by a 2/3 vote, order the previous question, or it will not. The chair does not decide. 2/3 is twice as many as not. If there are 7 voting, and 5 vote in the affirmative, then 2 are against, so 5 being twice as many as 2, the motion is adopted. If 4 voted yes and 3 no, the motion would not be adopted. You cannot figure it out from the number on the board, though, since not all will necessarily vote. Just count the votes and see if the yes votes are twice as many, or more, than the no votes. You also mention an "off number." I assume this means not divisible by 3. You need 2/3 or more, so if you cannot have exactly 2/3, you need more.

Well, revised bylaws sounds like a revision, but I don't think I'm in a position to deal with the factual question. If, in fact, the motion was amended beyond scope of notice, then no, it would not be too late to raise a point of order. I mentioned timeliness only for the more minor question of the chair not stating the question fully before the vote. For amending the bylaws outside the scope of notice, a continuing breach would exist, and a point of order could be raised at any time.

Does "update" mean that you presented an entirely new set of bylaws to replace the old ones? If so, amendments are in order while it is being considered, since notice of a revision is notice that everything may change. If not, and you gave notice of the specific changes you wished to make, it appears to me to be unlikely that the addition of the Missions Committee would be within the scope of notice. That said, it sounds like the question posed is whether, after the amendment was made, the now-amended motion should have been presented to the assembly. It is the chair's obligation to make sure the assembly knows what it is voting on. It is also the chair's job to state the motion, as amended, prior to the vote. However, if that was not done, and no timely objection was raised, it is now too late to raise a point of order.

I have found that replies to a thread on this topic have confused me. In general, when asked this question, I have replied that a motion takes effect when adopted, and therefore, failure to include it in adopted minutes has no impact. (Another common question, albeit easier, is whether a motion does not go into effect until the minutes are adopted.) Another thread, though, seems to suggest that the adoption of minutes not mentioning the motion (where the motion did not get put into the draft and then struck, but rather was never there) would make the motion ineffectual. I find this troubling, as, if I understand it correctly, this would hamper the stability of an organization - different attendees, by a majority vote, could do away with motions they do not like. It also seems to have odd time-travel properties. If a motion authorized the President to spend money, and the money was spent, and the minutes make no mention of it, did the President act appropriately? Clearly the inverse would not be true - a motion cannot be inserted falsely into the minutes, and thereby given effect. If it could, motions requiring higher thresholds could be, in effect, adopted by a majority. I am starting this thread not to argue, but to seek clarification on these matters.

If I understand correctly, there was a motion to amend the bylaws, which was amended while pending, and then adopted. The issue with this is, first, is noticed required in your amendment process, and second, if so, was the amendment within the scope of notice? I'm unsure exactly what the complaint was (if it didn't have to do with scope of notice), but if it was that the chair should have stated the motion as amended before moving to a vote, then it is correct, but it is too late to raise a point of order on those grounds.

Agreeing with Mr. Brown, this is assuming that a provision for special meetings exists. I realize this was not asked, but your chair, unless there is such a provision in the bylaws, has no business suggesting that she will unilaterally reverse a board decision if the board fails to do so. If travel reimbursement is sought and denied by her unilateral action, disciplinary action may be appropriate.

Agreeing with Dr. Stackpole (who, unlike some doctors, has not been removed from a plane, so far as I know), it also seems likely that the EB could make use of the motion to amend something previously adopted in order to, well, amend the thing they previously adopted, if there's another meeting before the presentation. Even if notice is needed and has been given, and it is too late to amend, it sounds like the change would be within the scope of notice.

I don't know what you mean by that, but, in any event, the board by claiming to approve minutes not their own doesn't seem to be denying you a path forward. They're doing something wrong, but not that. Regarding correcting minutes: after their adoption (by the correct body), they can be amended by the procedure to amend something previously adopted. This requires a 2/3 vote, or a majority vote with notice, or a majority of the entire membership, any one of which will suffice. While pending, of course, they may be amended by a majority vote, but usually this is done by unanimous consent.

First, the board is incorrect. They might as well say that the next regular meeting is the regular meeting of my NAP unit - that, too, is not a meeting of the body whose minutes we're talking about. Second, it is never too late to correct even approved minutes, let alone those that a different body claims to have approved. Finally, minutes are a record of the past, not a path forward for the future.

So far as RONR is concerned, there is no reason that hiring decisions cannot take place in executive session. There are likely to be applicable sunshine laws, however.

Then how does RONR here envision more than the correct number receiving a majority? If there are 5 seats, and each person is limited to 5 candidates, and there are 10 voters, there will be no more than 50 candidate selections. A majority is 6, so for 5 candidates to receive a majority will require 30 selections. The remaining 20 are not sufficient to give another candidate a majority. More generally, if more than half vote for any 5 candidates, the other voters cannot give anyone a majority. Yet the text here clearly envisions more than 5 candidates receiving a majority, as defined here. Edit: Nevermind, the remaining 20 are sufficient to give another candidate a majority.

"...every ballot with a vote for one or more candidates is counted as one vote cast, and a candidate must receive a majority of the total of such votes to be elected...if more than the prescribed number receive a majority vote, the places are filled by the proper number receiving the largest number of votes." What else can this refer to but approval voting? A ballot is valid if it contains a vote for at least one candidate. If there are, say, 6 seats, and I select 10 candidates, my ballot is valid - and gives one vote to each of those candidates, but counts as one vote cast for the purpose of determining majority. Since no upper limit is specified on how many candidates I may select, I don't see what else would be needed to describe this as approval voting (with a majority requirement). I belong to an organization which frequently mixes its ideology with its rules of order, to confusing effect. They insist on allowing people to select "none of the above" even when voting in this manner, so that a ballot with no candidates selected counts as a vote.

Do your bylaws require a ballot?

I disagree. "One person one vote" means that you cannot express multiplicity of preference. Approval voting no more violates it than does allowing people to select 5 candidates for 5 seats. However, I agree that bylaws approval is needed for another provision here: that a plurality elects. On p. 441, lines 11-24, a form of approval voting is described, with the added requirement that a majority is required to elect. This is the default method where there are multiple seats to be filled.

The chair should not participate in debate, except under small board rules. Could that be the distinction your study club members are making? In any event, the chair could simply hand off the gavel; there's no need to go into committee of the whole. I don't see how your study club being incorrect about the chair's neutrality would be a reason many educated people dislike Robert's Rules. I suspect a lot of people dislike rules of order for the same reason they agree that lawyers are awful: a desire to act as authoritarians without being impeded by rules. This is why you shouldn't lay flat the forest in an effort to catch the Devil. (The famous Shakespearean line "First thing we do, let's kill all the lawyers" is said by Dick the Butcher, and the context is his desire to see a lawless tyranny imposed.)

It sounds to me like they don't have voting powers and shouldn't be acting as an executive committee prior to assuming office, but I have not read your bylaws and so can't be sure.

In addition, you should make sure you understand why a 'motion to vote' would be inappropriate if you are going to be presiding. In an assembly not using small board rules, debate without a motion is out of order. So, at any given time, a motion should be pending. The sequence is that the motion is made, then, while it is pending, it is debated (and secondary motions are applied to it), then, after debate, the motion is then, as a matter of course, voted on. Debate might end because no one wants to talk, because a time limit is reached, or because a motion is made and adopted to close debate (the 'previous question.') Less importantly, the chair shouldn't refer to himself in the first person.

RONR can't tell you what to put in your bylaws (although there are suggestions, such as the suggesting language for adopting RONR), so there's no rule on point - your bylaws outrank RONR. I would suggest that neither of those alternatives are good, for several reasons, most notable the "guide" language. Explicitly making your parliamentary authority subservient to your traditions and practices, in my opinion, is a worse idea though.

Was B on the agenda to whine about the minutes? If not, he shouldn't have been allowed to comment. On the points raised: 1. Irrelevant. It's a board meeting - a member is a board member, a guest is anyone else. 2. Yes there is. One is permitted to guests who get on the agenda in advance (in your organization), one is not. He chose to do the one that is not, so I don't see why he'd be raising this point. 3. I agree with Mr. Mervosh. 4. I think Mr. Mervosh's answer covered this as well.

Roberts Rules would defer to your customized rules regarding, I'm guessing, voting by mail. What do those rules say about how to set the time when such a vote ends?