Drake Savory

On 4/24/2024 at 8:25 AM, Guest LJames said:

There has been an understanding in our student group that “simple majority” is half plus one

I hear that a lot too.  It is still wrong.

Without more information, I would say this violates the entire principle of a deliberative body.

On 3/29/2024 at 10:59 AM, J. J. said:

This goes beyond something "arise in connection with the transaction of such business or the conduct of the meeting." 

Could the argument be made that preparing the draft minutes in a timely manner actually is in connection with the business of the next meeting considering that is where the draft minutes will be read and approved/amended? 

On 4/20/2024 at 8:19 AM, Josh Martin said:

In my view, in the absence of any rules adopted by the board in this matter, the chair's ruling on such a question should be based on the board's customs, rather than the chair's personal preferences.

That makes sense.  Thank you.

Gotta love a ton of simulposts.

Next question: would a motion specifying using SBR or the full rules (custom states we use X, I want to use the other one) for that specific meeting require a majority vote or a two-thirds vote?  No rule is being suspended and no special rule superceding a rule in RONR is being moved.

On 4/20/2024 at 8:19 AM, Josh Martin said:

I agree with you that the body may decide on this matter, however, I do not agree "that at the outset of the meeting the Chair would pick."

Then if the choice is truly optional and the board has not made a decision, what rules are used to start a meeting?

On 4/20/2024 at 8:12 AM, Josh Martin said:

The power to make these decisions rests with the board, not with the chair acting alone.

But absent a Board's directive, who decides how to run the meeting ... at least until the Board has an opportunity to decide what rules to use?

In other words, I'm about to Chair a small-board meeting and the Board has not given a decision on which rules to use.  What rules are the default if SBR are not mandatory?  Why wouldn't it be the ones that I qua Chair choose to facilitate the meeting unless directed otherwise by the Board.

This is not an idle question for me (as you can tell).  I am a member of a small board (that has no clue SBR's even exist) and when I made a motion and a second was requested, I made a Point of Order that under small board rules, a second was not required.  I was told by the Chair that he chose to operate under the formal rules and my point was not well taken.  Looking it up, I read 1:24 as as y'all can tell I read that as yes SBR are optional.  The question is now, up until that time when the body could have said we use SBR, why was it improper for the Chair to choose which optional rules to run the meeting by?

On 4/20/2024 at 7:45 AM, Joshua Katz said:

Why wouldn't the body decide? That's what seems natural to me - if there's a choice as to how to run a meeting, the body that is meeting decides.

Because the body can decide, either through a special rule of order that they do/do not use small board rules or direct the Chair to use small board rules or not.  I'm saying that at the outset of the meeting the Chair would pick.  For example in a small board, and for the hypothetical let's assume it is optional to use SBR, an member moves to use SBR.  If the choice of rules is truly optional, would a second be required for that motion?  Who decides that?  Wouldn't it be the Chair, given that the body can overrule their decision upon an Appeal?

On 4/19/2024 at 3:59 PM, J. J. said:

Would adopting a special rule saying that a member, to be recognized, must hold up a color coded card make the body no longer a deliberative assembly? 

Apparently J.J. has been at the meetings of organizations I belong to because that is the rule there.

On 4/19/2024 at 7:32 PM, J. J. said:

That could also happen at an in person meeting. 

Apparently J.J has been at many HOA-from-Hell meetings too.

1:24 "certain modifications permitting greater and informality are commonly allowed" implies they are not required then references 49:21.  I agree that 49:21 strongly implies that those are the rules for small boards but it does not explicitly state that the rules are mandatory.  

On 4/19/2024 at 4:41 PM, Joshua Katz said:

But even if you disagree, why would it be at the chair's discretion?

Because if The Book(tm) gives a choice as how to run a meeting then naturally the Chair would decide unless small-board rules or no-small-board rules are written into the board's documents.  For me, the question is: if the Board wants to change the Chair's way of running the board meeting, would it be a majority vote or a two-thirds vote?

On 4/8/2024 at 8:54 AM, Jupiter05 said:

In the second board meeting, I made motions according to RR for small boards,

Isn't it the Chair's decision to use small board rules or not?  That it is not mandatory even if a small board?

On 4/19/2024 at 1:32 PM, Guest Dana Caver said:

So, therefore I agree with Mr. Honnemann's position. 

I don't think that is an issue of this zoom rule per se as it is a Chair that doesn't recognize a member that he should. 

If a member has a pecuniary (financial) interest in the motion, they should refrain from voting.  However that is a recommendation; they cannot be prevented from voting.  45:4.  Simply being friends is not a conflict of interest.

On 4/19/2024 at 11:17 AM, Guest Last question... said:

Do those that make the "motion" and "second the motion" also have to submit a vote... I'm assuming yes, or because they have made the motion or seconded are they automatically counted as a "yes"? 

They are open to vote yes, vote no or abstain.  The only restriction is the maker of the motion (does not apply to the seconder) may not debate against their motion.

Maybe I'm missing some context here, but isn't the rule in question just a virtual form of the in-person rule that you must be recognized by the Chair to speak?  And the Chair even has a method whereby a person can interrupt the speaker.  In fact, if there was an issue with people speaking over each other and not seeking recognition despite repeated warnings, I would contend that the Chair had a duty to implement a rule like this to enforce order.

On 4/19/2024 at 11:12 AM, Dan Honemann said:

I replied by saying: "When members participating in a board meeting are muted, the group that is meeting does not constitute a deliberative assembly (see 1:1, 9:31, 9:34)."  

Even if they can speak when recognized AND can speak when it interrupts a speaker?  How would that be different than an in-person meeting.  9:31 requires conditions of opportunity, echoed in 9:34 that says there needs to be opportunity for simultaneous aural discussion which we have here if people raise there hands or do "ta-dah!".  It does not require everyone to talk whenever they want like it's open-mike night.

On 4/11/2024 at 11:50 AM, Josh Martin said:

Unless the bylaws require a ballot vote, if there is only one nominee, the chair should declare the nominee elected by acclamation.

What if the bylaws read something like

"When there is a vacancy in an office, the nomination committee shall submit a nomination for the office to the Board for their approval."

That seems to me that the motion then would be, "Shall Anna Abattior be appointed to fill the vacancy of 5th Vice-President?" which would be a yes/no vote.

If not, how would you rewrite it so the intention that the Board can vote down a nominated appointee?

On 4/8/2024 at 6:28 AM, Josh Martin said:

I would be concerned for the President to be the one making these suggestions.

I just used that in my example.  Maybe it was a committee.  The point is that if a single person is nominated to fill a vacancy, the Board holding a yes/no vote to approve the appointment is not all that unusual.

On 4/7/2024 at 1:02 PM, MusicLover said:

When i asked this i was told "well no one ever would interpret it that way, that the members get to vote and the board doesn't have a say first! see - it says after the next board meeting!" Me: but....it doesnt say must be approved or voted on. 

That's why I said "specific" not "interpret the rule the way you (the member, not you) want to".  Ask them to point the the words "The Board votes on the amendment" because if the words aren't there then it's not a rule.  Then as Chair rule accordingly and see if they use the nuclear option i.e. appeal and overrule you.

On 4/7/2024 at 7:09 AM, Josh Martin said:

But I am somewhat puzzled as to why a "yes/no" vote was taken for an election of an officer to begin with, and what happened following the declaration that this person was not elected.

The way the OP described it, it seems like this was to fill a vacancy in the office of Vice-President.  If so, the vote is not so odd.  Someone like the President submits a name to the Board for approval.  If the Board doesn't approve the appointment, the President keeps submitting names until they do.

On 4/7/2024 at 12:15 PM, MusicLover said:

We are due to meet again, for the 3rd time now since I was told the board must approve first

Have them point to the rule that specifically states the Board votes on the amendment.

On 4/7/2024 at 12:15 PM, MusicLover said:

The first meeting the person who was upset with us regarding "not doing it how its always been done" no call no showed to the meeting. The second meeting, the one member who was most upset actually hung up on us on the call - so again we rescheduled.

As long as there was still quorum, why not say, "Bye Felicia." and keep going?

On 4/7/2024 at 12:15 PM, MusicLover said:

but i am unsure we will technically have quorum due to a member having a medical emergency, the one member resigning after hanging up on us, and another with a pre-planned absence. 

What exactly is your quorum threshold? Pls quote it and what are your current number of members (see below)?

On 4/7/2024 at 12:15 PM, MusicLover said:

the one member resigning after hanging up on us,

Under RONR, this resignation needs to be approved.  Do your rules state that a member can resign unilaterally?

On 4/7/2024 at 12:15 PM, MusicLover said:

That being said i wonder thoughts on this too...if the above statement doesn't read as the board must approve first...then do we even need to have formal board votes on each and every change? Or is it simply a conversation situation like it would be between any other org members who would be reading and approving these changes and may choose to converse with one another about them?

My personal thoughts on this. 

One, it could be so that the Board gives its recommendation to the membership, however they do not have the power to block it.  I'm in an organization where the Board used to do everything.  Once the membership got its power back, old habits die hard, so while the Board recognizes they do not have the authority to make decisions out of their power they still want to recommend to the members what decision they should make.

Two, our bylaws were so messed up because after decades of amendments there were major inconsistencies.  Therefore after the bylaws were completely rewritten, all amendments now go through our bylaws committee that report out if the suggested amendment needs to be amended to avoid inconsistencies or if it violates fundamental parliamentary rights.  They offer no editorials or recommendations on the amendment.  They are just a second set of eyes to make sure it is a proper amendment before sending it to the members.   Maybe that is the purpose of having a Board member look at it or maybe it is a simple as they can help with the writing if there are issues about it.

On 4/5/2024 at 3:59 PM, J. J. said:

Make it a lofty title with no duties or abilities. 

Make it similar to a parliamentarian

1) Serves at the pleasure of the President.  If the President does not want the IPP there then he has no right to be there.

2)  Consultant only.  No vote, right to make motions or debate.  Addresses the assembly only by leave of the President.

I've put my finger on what was bothering me about the whole thing

1)  The secondary amendment completely eliminated the primary amendment 

2)  Was directly contrary to the primary amendment in terms of having a meeting or not.

Once I figured that out, I see where thinking of the secondary as a substitute amendment, now it makes a whole lot more sense.

On 4/6/2024 at 11:59 AM, Rob Elsman said:

All this goes back to my earlier request for the exact text of the relevant part of the main motion that went unfulfilled.

"I move to adopt the proposed calendar."

The original motion was to adopt the calendar of meetings for 2024-2025.  Note that the list of meeting did not indicate in-person or virtual but the presumption is that all meetings are in person unless specified.

The primary amendment was to eliminate one of the meetings on the calendar. by amending the calendar.  "I move to eliminate the June 1st meeting."  The secondary amendment intended to reinstate the meeting (which has not been eliminated yet) by striking the entire primary amendment and substituting to make June 1st a virtual meeting.

On 4/5/2024 at 7:30 PM, Joshua Katz said:

What is the "it" here? RONR does not prohibit germane primary amendments that happen to defeat the point of the main motion

But it does not allow an amendment that if passed would reject the main motion.  Example given in 12:22(2)

On 4/4/2024 at 7:05 PM, Weldon Merritt said:

I don't see any way you could include the IPP position on the board without risking the negative consequences that most of us here routinely warn against.

I can state without doubt that had we had an IPP position on our Board, one election would have cause 6 years of turmoil.  I cannot think of any positives had we had that position.  One thing that did help what to have our 2 state delegates on the Board but that is a whole other thing.

On 4/3/2024 at 8:35 PM, Atul Kapur said:

So, as was said by others, this is a question of interpreting your bylaws.

Isn't there a general rule that bylaws must be interpreted in a way that separate sections do not conflict if possible?  If so, given the nebulous definition of "critical" and the specificity of the amendment clause, is there anyway to NOT interpret it as a 2/3 in-person vote?