Alexis Hunt

@EdmChurch, as you mentioned, the articles of the corporation require that a minimum and maximum number of directors, or a fixed number, be set out. The articles are separate from the bylaws, and if your church does not have a copy on hand, they definitely need to get one from the corporate registry---there is probably a legal requirement that the church keep a copy, in addition to needing them to properly understand situations such as this one. They are governing documents that supersede the bylaws. The provision saying "as long as the remaining elected directors constitute a quorum" is written in light of the default quorum provided in the Act, which specifies that it is based on the minimum number of directors. In that case, the quorum requirement has nothing to do with the number of directors actually in office. However, if your bylaws specify a different number, then that may take precedence over the default in the Act, if it is within the scope of the power of a bylaw to do (often, corporate statutes and/or regulations restrict the power of bylaws to set quorum, and your articles would take precedence as well). If your bylaws do say that the quorum is 2/3 of directors, then that is probably interpreted as 2/3 of the directors in office, not 2/3 of the total number of seats on the board. Additionally, you mentioned requiring 3/4 approval to appoint new board members. But again, this requires careful reading of your bylaws, in particular to determine whether that requirement is 3/4 of all directors, 3/4 of the total number of director positions, 3/4 of the directors present at the meeting, or 3/4 of the directors voting (in which case a director present but abstaining would not be counted). Of course, 4 to 2 is not 3/4 by any metric, but it still feels worth pointing out.

I would add that the above answers are correct, but only with respect to Robert's Rules. In many corporate law statutes, it is set out that a member consents to a meeting being held, and can't later object to it, if they attend the meeting and do not raise an objection at the time. An organization may also set this out in its bylaws. However, if the bylaws are silent on the matter, and the organization has adopted Robert's Rules, then there is no such thing as consenting to an invalid meeting being held, and it is simply invalid even if the objector is someone who argued it was valid and later changed their mind.

And, it is worth noting, nothing prevents you from simply leaving the meeting.

I think that the strictest interpretation that I could come up with would be "The quorum is not met during the first 15 minutes of the meeting if the chair is not present." This means that I could hardly agree that a breach would apply to all business of the meeting, rather than only business transacted during the first 15 minutes. I doubt that the membership intended this when enacting the rule, however, it is ultimately their choice of how to interpret the provision. The other possibility I might consider is that a motion decided in that time is only in continuing breach if it was decided by a single vote. This would be in the idea that case the chair has an absentee right not to have the motion decided without their presence, but this can only amount to a continuing breach if it would have made a difference, much in the manner of a motion where a member is denied a vote. It's actually an interesting question as to whether the same logic could be applied to inquorate meetings, though the circumstances which similar situations can arise either require high quorum requirements or low vote thresholds, making them quite rare. And US State assemblies seem on many occasions to take the other view, and in doing so demonstrate why a quorum requirement should never be larger than a majority. If the interpretation is that there is an absentee right that leads to a continuing breach, I do not see how such a breach would heal automatically or be a suspendable rule. A continuing breach arises as a result of a violation of a fundamental right, and those are not suspendable. Nor do they heal automatically: a meeting which begins inquorate and transacts business does not, by later becoming quorate, thereby automatically ratify its earlier proceedings. Of course, nothing would stop it from doing so, and I believe that the same would apply in this case: after 15 minutes, the meeting could validly ratify its earlier actions. (Incidentally, it is Ms. Hunt. :) )

Yes, I tend to agree that the intent of the rules here is clear, but I think that the exact mechanics are under-specified. For instance, I agree with Mr. Gerber that, during reconsideration of a motion to Postpone Definitely, the main motion will be pending. And furthermore, as I explained above, I believe that it is not pending prior to the calling up of the motion to Reconsider. But I cannot find text to actually support this point of view other than trying to navigate and interpret the morass of text on the motion to Reconsider. It seems to me, after considering responses here (particularly Mr. Gerber's), and some more examination of the book, that the logic of the motion to Reconsider is as follows: When, made, the motion to Reconsider suspends any action being taken on the basis of the motion to be reconsidered. It does not, however, directly affect what business may currently be pending.* When taking up a motion to Reconsider a vote, the motion to which that vote applied and any motions to which it adheres must be pending. This can be accomplished in one of three ways: The motion is already pending. The vote to be reconsidered was responsible for disposing of the motion in question. In this case, when the motion to Reconsider is taken up, the motion becomes pending again. The motion in question was disposed of (possibly temporarily) through another vote. In this case, the motion to Reconsider may be made to also reconsider the vote disposing of that motion. This may be required if the motion will not become pending again through another mechanism. A motion to Reconsider can be taken up when the main motion to which it adheres (either directly, in the case of a motion to Reconsider a vote on a main motion, or indirectly, in the case of a motion to Reconsider a vote on a motion adhering to a main motion) is either pending or would be in order to be moved. If a motion to Reconsider can be taken up when it is made, or if the main motion to which it adheres becomes pending through some other mechanism, it is done automatically.** Otherwise, a motion to Reconsider can be called up at a time when it can be taken up. When a motion to Reconsider a vote is taken up, it makes motion(s) to which it applies pending as per 2.2 and 2.3 above. They become pending at the appropriate point in the precedence, coming after other pending motions of equal precedence. A motion to Reconsider, made in the assembly, is incompatible with committee consideration. In particular, when a question comes before the assembly by way of committee report or discharge, it comes with no motions to Reconsider attached, and any previously made are discarded. I've done my best to capture here the mechanics explicitly addressed in the text of RONR and discussed here. In particular, this provides an answer to how reconsideration of a motion to Postpone Definitely works: it is responsible for temporarily disposing of the main motion so, per 2.2, it makes the main motion become pending again when it is considered. Point 3 also addresses that the motion is taken up in accordance with the timing for the main motion, even though the main motion is not actually being reconsidered. Some of this is by inference from the rules. In particular, p. 329 ll. 9-23 address what happens where the main motion is postponed definitely or is referred to committee. The above is compatible with this: point 4 covers a motion postponed definitely by way of "becomes pending through some other mechanism", and point 7 covers that a motion cannot be made to reconsider a motion standing referred to a committee, because it would be useless. But there are other cases left unaddressed in the book which are covered above. Most notably, what happens if a motion is made to Reconsider an adhering motion while the main motion is left over as unfinished business or was laid on the table? It seems to me that these should be similar to a definite postponement, hence the general language I put in point 4. There are also a few edge cases worth further discussion with respect to temporary disposal of a motion. First off, if a motion has been postponed definitely, the rules are clear that a motion to reconsider a previous amendment to that question can be made, to be taken up when the postponed motion comes back for consideration. But is it in order to also reconsider the motion to postpone at the same time, or must two separate motions be made? Similarly for motions referred to committee, but in this case the adhering question cannot be reconsidered until, at least, the motion to Reconsider the referral becomes pending. The book is unclear on how to handle this. It may well be easiest to take the view that such motions could be offered as a single motion, but divisible on the demand of any member. But this is not a perfect fit, since the decision on the motion to reconsider the disposing motion affects how (or, in the case of a referral, if) to proceed on the other motion to Reconsider. That said, there is always a consistent result that can be obtained by moving to reconsider the adhering question during consideration of the motion to Reconsider the disposing motion. There is also the additional wrinkle of how to handle when the main question is on the table, since Lay On the Table is not reconsiderable but the motion must instead be taken from the table by that motion. But again, since Lay On the Table does not make the question pending again, does the above logic work? Hmm... * It may, however, prevent a special or general order from being taken up at the specified time if applied to the motion which set that time. ** This should probably actually be at the option of the mover, at least in the case where the main motion has been disposed of and therefore isn't pending. In such a case, the mover of the motion to Reconsider could make another motion, such as a motion to adjourn, and move the motion to Reconsider in response, so as to prevent the motion from being automatically taken up and allowing it to be delayed later in the day. Certainly as the chair I would assist a member in making such a motion so as to let them accomplish the desired effect.

Check your index. RONR only advises the use of a gavel when recessing or adjourning the meeting, and is otherwise silent except to warn against the use of the gavel to drown out or ignore members.

Per SDC 8, the motion to Postpone Definitely is reconsiderable. But how does this motion actually work? SDC 1 a) of the motion to Reconsider states, unqualified, that the motion can be made at any time (assuming that it is generally in order), with precedence even higher than adjournment. So it can be made at almost any time. However, moving to SDC 2, we begin to encounter an issue. SDC 2 states that the motion to Reconsider can be applied to an adhering subsidiary motion (such as Postpone Definitely) only if the reconsideration takes place while the main motion adhered to is either pending or itself being reconsidered. Certainly the latter cannot apply, as the main motion has not been finally disposed of and therefore cannot be reconsidered. So it must be pending during reconsideration. If we skip a few pages ahead to p. 325, we have a section that discusses two possibilities for reconsidering subsidiary, privileged, incidental motions: those made when the main motion was pending, and those made when it has been acted upon. Certainly, it is not the former, as the main motion was not pending once the motion to Postpone Definitely was adopted. But most of this section is inapplicable, and relates largely to when a motion must be made to reconsider multiple at once (such as a secondary amendment, or after the main motion has been finally disposed of). The final paragraph, on p. 329, is technically applicable: it discusses what happens after the main question to which it adheres has been postponed to a certain time. However, it instructs us to consider the motion to Reconsider when the main motion comes again before the assembly. This would make the motion to Reconsider pointless, however, since by the time it was under consideration, its effect would have been fully carried out. So this interpretation cannot be correct. To further complicate things, p. 321 tells us that making a motion to reconsider suspends action depending on the result of the vote. The postponement of the motion was a result of the vote. This would imply that the motion again becomes pending as soon as the motion is moved, even if there is currently business with higher precedence pending. Presumably, it would be pending with lower precedence than the current business, meaning that after the completion of the current business, then the motion to Reconsider is taken up as if it had been made while the main motion was pending. This resolution might be the correct one, but it has strange implications. This logic would apply equally to the motion to Postpone Indefinitely, which would imply that while a motion to Reconsider a vote on a main motion could be taken up at a time chosen by the mover (p. 323), reconsidering a vote to postpone indefinitely, which also finally disposes of a main question, must be reconsidered as soon as no other business is immediately pending. This interpretation is, however, potentially implied by the text of p. 323 l. 10 which specifically refers to a motion "that involves a main motion". Nonetheless, it seems like this outcome is rather outside the bounds of those contemplated, and relies on a rather technical interpretation of rules that are obscure even to those who like obscure rules. It seems to me that, regardless of the preferred interpretation, the section on reconsideration of subsidiary, privileged, and incidental motions on pp. 325-329 ought to include a third section addressing motions whose effect was to dispose of the main motion, namely Postpone Indefinitely, Postpone Definitely, and Refer. My preferred outcome would be that such motion to Reconsider is treated, for the purposes of calling up, as would be a motion to Reconsider the main motion, and the effect of calling it up is to make the main motion and adhering motions pending again, for the duration of its consideration. If the motion to Reconsider is adopted, proceedings continue on the main motion, and if it is negatived, it is once again postponed or referred. The moving of such a motion to Reconsider would not suspend the effect of making the main motion no longer pending, but it would still suspend the referral to a committee such that it could not undertake any work (and may not be constituted, for a special committee) until the reconsideration concludes or the suspension expires.

Given that this is Advanced Discussion, it feels important to point out that if this meeting is in the same session as the previous one, and on the same day or the next one, then the motion to Reconsider could be used to bring the business forward with only a majority. Edit: Actually, I'm not so sure, but this deserves a separate thread...

I don't believe that you can properly suspend rules regarding calling the meeting to order. Without a valid meeting constituted, there is no assembly and therefore no power to adopt even an incidental main motion.

Email does not provide an opportunity for "simultaneous aural communication", however, and therefore is not an appropriate substitute for an in-person meeting.

I'm not sure this is necessarily true in the context of statutorily created bodies such as corporations or HOAs, and would suggest that it is perhaps time to consult an attorney with expertise in the specific statutes in question (or, alternately, time for the membership to replace the Board).

It's worth noting that in some contexts there may be a technical difference between an adjourned meeting and simply adjourning to let the next regular meeting happen normally, because the former is part of the same session as the original meeting, while the latter is not. If you cannot get a quorum to show up consistently to your meetings, however, that is a strong indication that your organization has other problems, and the organization should reconsider its membership engagement, quorum requirement, and/or existence.

What J.J. means is that nothing prevents a chair from giving an incorrect ruling. In such cases, the recourse of the member who disagrees with the chair is to appeal the matter to the assembly. "We've always done things this way" is not an appropriate justification for a ruling, however, that doesn't prevent people from trying to use it anyway. You may wish to ensure you have allies before trying to make such an appeal as it will likely be an uphill fight against an assembly that isn't sympathetic to you.

RONR has no rules specifically regarding the presence of lawyers, but lawyers are, like anyone else not on the board, guests of the board and (barring special rules, for instance it is common for corporate law to give a right of speaking to the company auditor) have no right to speak; they can only speak as invited by the board. Members are not required to answer questions directed at them . It is also improper, regardless of small board rules, for a member to interrupt another, or to speak at all without having been recognized by the chair. Regardless of small board rules, the chair should be moderating debate and ensuring that speakers take turns fairly and do not interrupt one another. It is, however, permissible to interrupt when someone else has the floor to ask if they will take a question (though the chair should not allow this to be used to interrupt in the middle of a sentence or similar). Finally, I would add that although the rule is rarely enforced, the rule that all questions must be addressed through the chair is not relaxed under small board rules. Direct conversation between members (and/or guests) is still not permitted. Of course, trying to enforce that the rules of the meeting be strictly enforced, especially as the person being questioned, could lead to displeasure among the rest of the assembly, a matter which isn't in the rules. I suggest proceeding with caution.

A member raising a point of order can choose to elaborate somewhat on the rules or background, but I think it would be technically improper to try to use a single point of order to point out many past violations. But I think there are situations where it may be appropriate. Except in a hostile assembly, I would expect that, if asked, an assembly would grant the permission to a member to address the assembly (as a Request for Any Other Privilege) in order to discuss continual rules issues, rather than needing to only bring them up on an individual basis as they continue to occur, which is likely less efficient. Similarly, it would likely be accepted to raise many points of order relating to continuing breaches, such as violations of the bylaws or illegal violations, all at once in succession, rather than expecting the chair to rule on each individually before the next one is raised. I would treat such a motion as being divisible on the demand of any member.

Hypothetical question... suppose that a board (properly authorized to do so) holds a meeting via a video conferencing software. But the particular software in use does not allow the video conference to actually begin until the host of the meeting (say, the President) presses the button to do so. The President then sends an email to the rest of the board saying that they cannot make the meeting. Ordinarily, if the members showed up to the venue to find the door locked and the only person with the key not coming, they could likely call the meeting to order just outside the door and then adjourn to someplace more convenient. But can the members do so here? Can the members who have opened the software and are now awaiting the President's attendance now communicate through some other means to call the meeting to order, such as a conference call, and adjourn it to a different software or continue it as such? The software originally chosen offers no mechanism for the members waiting to communicate; they will have to do it some other way.

No, but a suggestion predicated on a faulty recollection is probably unhelpful.

Is this the appropriate place to make suggestions for future editions? I have one potential suggestion to make but I don't want to make it until I am home and can check my copy to make sure it's not wrong. That said, I want to make sure this is the right place.

I noticed today that a number of other manuals of parliamentary procedure are available as e-books on Kindle and Google Play Books, but not Robert's Rules. Are there any plans to bring RONR to these platforms?

What happens depends a lot on your election procedure. As others have said, nominations do not require seconds. Consequently, you should proceed to an election with only the one candidate. If your bylaws have a provision to declare him elected automatically, he is elected. If they do not, a vote must be held. If the vote is by ballot, then write-in votes are permitted and a majority of the votes (not just a plurality) are required for the candidate to be elected. See Robert's Rules for full details on how to count the vote in an election (I don't have my copy on hand so I can't provide a page reference; perhaps someone else will). Ultimately, if the membership does not want this person to be President, someone else must stand up and challenge the nomination. If the members want more time, such as for a group to band together and decide who will take one for the team and run for President, then someone can move to Postpone the election---if the bylaws provide that the chair can declare a sole candidate elected, then this should be done before nominations are closed. It might also be advisable to first set up an adjourned meeting sooner than your next regular meeting (with a motion to Fix the Time to Which to Adjourn), if that would be far away---this would be required if your meetings are less frequent than once a quarter. What happens to the position in the meanwhile depends on your bylaws. If they say that the President holds office either "for <length of time>" or "for <length of time> or until their successor is elected", then the office becomes vacant when their term expires and will remain so until the assembly successfully elects a new President. The Vice-President does not automatically succeed to the position because failing to elect a new President is not the same as a vacancy. If, on the other hand, the President holds office "for <length of time> and until their successor is elected", then the current President remains in office until after the new election is finished, or they resign. Depending on how integral the office of President is to your organization, this may or may not represent a big problem---for instance, any action that must be approved by the President personally cannot be done without a President.

When an officer is elected or appointed, the motion becomes final and they take office when they are informed, provided that the do not refuse immediately (in which case they do not take the position). Where an invitation which requires acceptance is extended, however, I think that the situation is not necessarily quite the same, especially if it would be normal for people to decline. While procedure does not directly address this situation, it does establish that a contract, once made, is final and binding and the motion to agree to it cannot be rescinded. I think that an invitation to membership requiring acceptance is analogous, especially given the view some hold that a member, in agreeing to join an organization, is entering into a contract with the other members to follow its bylaws. Consequently, I would hold that as in contract law, an invitation could be rescinded any time up until it is accepted and the other party informed. So once the invitee has informed the officer (or attempted to inform, possibly, if it gets lost in the mail), then the invitation is final and cannot be undone. If the assembly rescinds the invitation, then they would have to inform the now-former invitee and at that point the rescission would become effective.

You know, I wonder if that rule was invented by some organization seeking a way to allow their presiding officer to make a report with recommendations without leaving the chair during debate, because of the trust in impartiality over it. For a committee chaired by the presiding officer, there is not as much of an issue, because the chair has a duty to present the report and support it, and normally would only refuse to do so in the event of an intense disagreement. Since it's an official duty to do so, the presiding officer can present the report and make the motion without nearly the same potential impact on impartiality, perhaps. (I'm not sure I agree with the reasoning. But I can see it as a potential line that arrives you at the state of things.)

Furthermore, there is nothing preventing the motion from being renewed at a subsequent session (and for most organizations, every meeting is a separate session). While it means that the Board is now officially on record as disapproving of the action, procedurally it does not make the slightest difference to the Board deciding to do so later.

I find it interesting that no one suggested the alternate interpretation of "between the 22nd and 28th days of the month, inclusive" as that is how I would default to interpreting it.

It's also worth noting that standing orders and special rules of order are "duck principle" type things. If it looks like a standing rule and behaves like a standing rule, then it is a standing rule, regardless of what the assembly chooses to call them or how they are organized. Likewise for special rules of order. It is usually convenient to separate them out into separate documents for organizational purposes, but if an organization doesn't do this, it doesn't change the rules around them. Most importantly, a motion does not need to explicitly enact a rule in order to do so---the motion itself becomes a rule, once it's adopted.