Chris Harrison

"A second merely implies that the seconder agrees that the motion should come before the meeting and not that he necessarily favors the motion." RONR (11th ed.), p. 36

Granted. But I would think that while presiding the Chair shouldn't have any official opinion on whether a motion comes before the assembly and by seconding the motion wouldn't he be opining that this motion should be considered?

In cases when the Chair has a duty to remain impartial (assemblies with about a dozen or more members or large committees) he should refrain from being partial (and seconding a motion demonstrates partiality). In cases when there is no duty of impartiality (committees and assemblies with about a dozen or fewer members) seconds aren't generally required. See FAQ #1.

I don't see that the original question has been answered, i.e., the difference between abstaining from the vote vs recusing oneself from the vote.

Abstaining means that the member chooses not to vote on the question but still might participate in its consideration (speaking in debate, moving to amend the motion, etc). The usual understanding of what it means to recuse oneself (though RONR doesn't define the term) is that the member doesn't participate in the consideration of the question and doesn't vote on it.

If the office of President becomes vacant the VP becomes President (and any lower ranking VPs move up) unless the bylaws say otherwise (RONR p. 575 ll. 9-17). There is no other line of succession. If the President is absent at the Board (or any other) meeting the VP would preside and if the VP is also absent the Secretary (or another member if the Secretary is also not there) would call the meeting to order and preside over the election of a Chair pro tem who would preside for that session unless the P or VP arrives or the assembly decides to elect a new Chair pro tem (RONR pp. 452-453).

It would be pretty silly for a group of deaf people to attempt to hold an electronic meeting by teleconference, wouldn't it?

They actually could hold a meeting by teleconference using TTY machines or using a relay service (where one participant uses TTY and another can hear and speak and an operator does the "translation" between the two). Of course, doing that would make for a VERY long meeting (especially using the relay service).

We have a 12 member non-profit board of directors. On April 9th we had our annual membership meeting and elections for ( 4 ) new officers with a three year term limit. After this election but before our first regular meeting one of our members that was already on the baord resigned. Per our by-laws we bring up the next member from our annual meeting wit the most votes. The problem is: the next two members have the same amount of votes. How do we handle this. One is a women and one is a man. Do we go by the alphabet, by usefullness to the board or do we take a vote with the 11 memebers we have to make the decision.

HELP>>>>>>

April

It is up to you all to work out the details of your customized rules for filling a vacancy. See RONR pp. 570-573 for some help with that.

At our last Board Meeting our Board Secretary was absent. As Executive Assistant, I always take/write the minutes anyway, and then have our Secretary sign off on them. Since the Secretary was absent from the meeting however, what should I do? Should I still have the Secretary sign off, or do I have someone else sign off as Secretary Pro Tem? If so who is the correct person to sign as Secretary Pro Tem?

The Secretary pro tem would sign the minutes. The Secretary pro tem is whoever the assembly elects.

All are equal.

Though I would say that the Membership collectively is the high man on the totem pole because absent something in the bylaws (or an adopted motion) granting the officer(s) the exclusive authority to do something the Membership can (almost always) undo what was done in the name of the organization.

Other than the vice-president filling in for the president, there is no chain of command.

See also this recent discussion.

I would also say (though I may be pushing it a bit) that for the purposes of presiding over the election of a Chair pro tem that the Secretary would fall in that chain behind the VP.

I have run into this often. people simply do not get the notion of a quorum. I have had it explained to me, patiently as if I am an idiot, that we take the number of people present there at the meeting, divide it by two, and anything more than that is a quorum!!

HUH??

So I ask, "so to determine if you have enough members at a meeting, you see how many you have, and take 1/2 of it?" Yes.

1/2 of whoever is there is a quorum. I'm told that all the time. And I wonder what is a majority of zero...

I would suggest that you ask them what they think the purpose of a quorum and point out these citations both on RONR p. 20:

The requirement of a quorum is a protection against totally unrepresentative action in the name of the body by an unduly small number of persons.

and

In an ordinary society, therefore, a provision of the bylaws should specify the number of members that shall constitute a quorum, which should approximate the largest number that can be depended on to attend any meeting except in very bad weather or other extremely unfavorable conditions.

both of which shows how absurd their position is. However, from what you say I suspect common sense would escape them.

Some might consider that a statement that makes no sense.

Probably so.

If there's one interpretation that makes sense, and another that doesn't, why choose the one that doesn't?

I would agree if the language was unclear but it seems to be very unambiguous to me and shouldn't be subject to a revisionist interpretation just because the organization doesn't like what it says. That is what bylaw amendments are for.

I believe you can interpret the English language sentence to mean if 2/3 of the voting member are present at a meeting, there is a quorum.

I don't think the English language sentence can be reasonable interpreted to read that way. I think the bylaws are quite clear in what they mean even though it makes no sense. If the organization's intent was for a quorum to be 2/3 of the voting members I would suggest they take the great thinker Horton's words to heart "I meant what I said and I said what I meant."

Our organization is I think a bit unique in that only those members that pay dues have voting rights

Do your bylaws actually say that only members who have paid their dues have voting rights?

How would you propose we accurately determine a quorum given our unique make up?

Your bylaws say "At a general meeting, two thirds (2/3) of voting members present at any general meeting shall constitute a quorum" which unfortunately is very clear Although the bylaws define a quorum in a way that is not in line with how RONR defines a quorum as you noted you will need to follow your bylaws until you can amend them.

How do we determine an appropriate number or ratio that would approximate “the largest number that can be depended on to attend any meeting”?

That is up to you all to determine for yourselves. But you might want to take into account factors such as how far dispersed are the members (if everyone is in the same neighborhood a quorum might be able to be higher than if they are spread throughout the state or country).

I sure hope that definition shows up in the 11th....

Me too. What I don't get is why so many organizations puts terms in their bylaws when there is no definition in them (or the parliamentary authority) and no one has a clue what it means. It makes absolutely no sense whatsoever.

Oh well, it allows us to earn our virtual paychecks (which are worth less than the electrons they are not made out of) telling them that RONR doesn't define it.

RONR doesn't define "a member of good standing" and the implied definition supplied by members of the authorship team (stay tuned for the exact wording) isn't close to what your thinking is. Why don't you ask someone who would (or at least should) be in the know of the definition what it means?

RONR doesn't address Executive Decisions (so if the bylaws don't provide for it the President may be blowing smoke). However, what is the problem with buying a CD player? Was it bought with organization funds? If so, why did the Treasurer (or whoever controls the money) agree to pay for it?

I've been to several web sites trying to find the rules related to going into Executive Session. We have discipline issue between two Board members, and want to go into executive session to hear their testimony and allow the rest of the board to render a decision. One board member wants to bring "witnesses" and have witnesses present during the executive session. He also wants all the proceedings recorded in the minutes. I've found references indicating neither of these are proper, but I cannot find hard text from Roberts Rules of Order related to Executive Session. Where can this be found?

Thanks!

Minutes are to be taken in Executive Session and if the Board wishes they can invite (and then uninvite) nonmembers by a majority vote (RONR pp. 92-93). However, the minutes should only reflect what was done at a meeting and not what is said (RONR p. 451).

But, check those bylaws to make sure the Board has the authority to discipline anyone (if the bylaws don't grant that authority the Board doesn't have the authority).

Yes, it does, but that doesn't answer my question.

This thread demonstrates (as so many others do) that being an RP, or a PRP, or a CPP, or whatever, has little meaning at at all.

See it now?

I guess that is what the lawyers might call "double speak".

There are other methods of closing debate without keeping 1/3 of voting members from speaking to an issue.

What are some of the methods? I can't think of any.

Well, she "can", she did, and she got away with it. Shame on the other board members.

Yes, shame on the Board members. But even more shame on the Board Chair. That someone who has taken on the duty of presiding over the meeting is obviously so unfamiliar with the rules that he or she didn't immediately rein in the member is inexcusable.

A sham. A 2/3 vote is required to order the Previous Question (stop all discussion). See RONR pp. 189-201. Also, if the Board had about a dozen members or less present ordering the Previous Question generally shouldn't have been entertained to start off with (RONR p. 470)

Would it be reasonable (or too much of a stretch) to assume that since this statement is included for the Rep and not the director or officer, that its absence indicates it cannot be done?

That would be a bylaws interpretation question. See RONR pp. 570-573 for some principles to help with that.

The Book does not say "This limit must be stated in one's bylaws."

RONR leaves it up to custom/tradition.

(Surprisingly!)

<<Although, strictly speaking, there is no prohibition against a person's holding more than one office, it is understood in most societies that a member can serve in only one such capacity at a time, and sometimes the bylaws so provide. In such a case, if the person elected to two or more offices is present, he can choose which of the offices he will accept. If he is absent, the assembly should decide by vote the office to be assigned to him, and then should elect person(s) to fill the other office(s).>> RONR pp. 425-426

Because RONR mentions the bylaws so providing for only serving in one office that seems to imply that a restriction can't be imposed short of the bylaws imposing it.

However The Book also says that organization may force the multi-winner to choose one office, and thus decline indirectly all the other "won" offices.

Wouldn't that only be the case if the bylaws limits someone to one office at a time?

Since your bylaws don't say otherwise the members could be elected to two offices (RONR p. 425).