Atul Kapur

RONR goes further than saying acclamation is still allowed. (12th ed.) 46:40 makes it clear that acclamation is the way uncontested seats are filled if ballots are not required.

RONR (12th ed.) 41:12 says that "they are not read at the meeting unless a member requests it." I think there is a difference between an objection to not reading the minutes and a request to read the minutes. I'd prefer to keep the onus on the member to make the request instead of having the chair invite one.

An example would be a motion to demolish the garage. Once the garage has actually been demolished, it is impossible to undo. Until it has actually been demolished, the motion can be rescinded. The last 10 years under the strategic plan cannot be undone. However, the future is covered by the rest of that point: "The unexecuted part of an order, however, can be rescinded or amended." The strategic plan has not yet been executed going forward. So it can be rescinded and will no longer have effect. You may prefer to amend the strategic plan, instead.

It looks like we both need to use the smiling-face emoji to label our jokes 😁 As far as I can tell, it's not a standard spelling. It's not even listed in the Oxford Dictionary of Canadian English. Online dictionaries all refer to it as non-standard or variant. Interestingly, the website wordnik.com (😊) gives several examples of it, from the UK, United States, and Australia. So there's hope that it may be recognized at some point in time.

Correct. So the presiding officer, instead of asking the secretary to read the minutes, says, "The minutes were distributed along with the agenda. Are there any corrections to the minutes?" If there are no corrections, the presiding officer declares they are approved. Don't even need a motion.

Under RONR, all members of a body have the right to attend a meeting of the body. The other members of the board are free to have a phone call and exclude you but that discussion was not a proper meeting where they could make decisions as the board. RONR does more than feel that way. It says so explicitly (12th ed.) 45:3-4 RONR says, "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization." 45:4 The question you need to answer is whether this is a "direct personal interest." Just to complicate things, 45:5 says this doesn't mean that you cannot vote for yourself for a position to which members generally are eligible. You will have to decide whether that would also apply to a vote for your son.

i.e., a Canadian

I cannot think of a legitimate reason to object to an election that couldn't be raised by a point of order.

It would be an incredibly rare set of circumstances to make this possible: 1) Attendance has evaporated down to this mischievous group which is small but large enough that they are a majority of those remaining and without whom there is no longer a quorum. 2) They successfully adopt the mischievous motion. 3) Then, in a coordinated maneuvre, enough of them leave so that there is no longer a quorum but at least one remains to make the point of order doubting the quorum. This has to be done in a coordinated manner, and likely even pre-planned, because this step has to occur so quickly that no member can obtain the floor to move Reconsider and Enter on the Minutes before the point of order is raised. Let me know when this happens.

Thanks, Weldon; you are, of course, correct. I'd be happy to give you my proxy to speak on my behalf (I'd sound much more intelligent) but RONR frowns on them.

Building on Mr. Merritt's comment, you should check whether the law(s) that apply to NAD include this provision. If so, then it doesn't matter whether it's duplicated in the bylaw or not (other than any possible differences in wording), it applies to NAD. I have seen this provision put to good use. Please note that there is a difference between "if all of the voting members of the Board of Directors consent to such action in writing" and "unanimous consent" as used in RONR. The provisions of Section 8 mean that every voting member has to consent to such action in writing. Any "abstention" has the same effect as a Negative vote. If it's just a provision in the bylaw, then the organization needs to interpret what it means. If it is in the applicable law, then you should consult a lawyer. I have seen where email has been accepted as written consent by an association; no lawyer or judge reviewed this because there was no one to object to it--every voting member had submitted their explicit consent. But, now we're back to first base and Who's there. 😀

Interpretation of the bylaws can only be done by the organization itself. That being said, I do want to remind you that you have allowed electronic voting only at meetings where people are participating electronically. If your intent was just to get to electronic voting, I'm not sure why the motion you proposed was to allow mail-in voting. These are two different things. Your motion may have been defeated because it was an overreach and if you had just proposed that those who are participating electronically can vote electronically, you may have prevailed.

RONR (12th ed.) 37:49 suggests not: "To illustrate the use of this form of the motion, suppose that at a long meeting of a county historical society, many members have left, unknowingly leaving a quorum composed mainly of a small group determined to commit the society to certain action that a few of those present believe would be opposed by most of the membership." (emphasis added) I don't believe that Reconsider or its variant fall under any of the categories of motions permitted in the absence of a quorum as listed in RONR (12th ed.) 40:7.

NAP's bylaws explicitly say that members of the Board of Directors are voting delegates to their convention. So they had every right to and likely did vote (with keypads, it's harder to note who did and who did note vote) You note that it is NAD's custom that board members are not delegates and therefore do not vote at convention. That's all it is, a custom. My experience, in contrast to yours, is that most organizations include the board as voting members of the convention ex officio, as NAP does. There may be a trend moving against this (I've seen some governance consultants advise to make such a change) but it is still very common. If NAD wants to make this a formal rule, they would need to change the bylaws.

Do you have a question or is this just for information?

"In the case of a committee, the committee chairman is the reporting member unless—because he does not agree with the report or for any other reason—he does not wish to give it, in which event the committee chooses another one of its members." RONR (12th ed.) 51:8 For the board, where the chair is usually also the presiding officer of the assembly, RONR advises that you follow the latter option: "For the report of a board whose chairman is also the presiding officer of the assembly, the secretary or another one of its members acts as reporting member." RONR (12th ed.) 51:8 So I would recommend--as did Mr. Novosielski--that you do the same when it's a committee whose chair is the presiding officer of the assembly.

The relevant measure is not 7 out of 5600. It's 7 errors in the counting of the 400 votes on that particular question. That's a 1.75% error rate, which does seem high to me on a simple Yes/No question. And, all the errors would have to be in the same direction to affect the result, making it even more unlikely. I was going to go on at length about why that would be a remarkably high error rate, but didn't because there's a more fundamental question: Why does a recount matter? (aka "So What?") You've told us that "The NH Condo act allows mail-in voting as long as long our by-laws don't prevent mail-in voting and they don't. Our association attorney agreed" and that the vote in question is regarding, "Ironically the vote in question is to allow mail-in voting for the association." As far as I understand it, the result is the same either way. If adopted, your bylaws/articles will explicitly allow mail-in voting. If defeated, your bylaws/articles remain silent and NH Condo Act allows mail-in voting. Either way, the practical result is the same.

Is the only reason that you are thinking of a recount is because the results were close to a 2/3 vote? If that is the case, then, "A recount may be ordered by the voting body, by a majority vote, at the same session at which the voting result was announced, or at the next regular session if that session is held within a quarterly time interval (see 9:7). A recount may also be ordered at a special session properly called for that purpose, if held within a quarterly time interval of the session at which the voting result was announced and before the next regular session." RONR (12th ed.) 45:41 So, if your next meeting is within a quarterly time interval (i.e., on or before Dec 31 if the announcement meeting was held in September), then a recount may be ordered at that meeting. This, of course, assumes that the mail-in vote and "vote counting meeting" were both authorized by your rules.

Any president who would treat an important issue so cavalierly as to say something so uncaring as that deserves the strictest discipline and should be replaced at the first opportunity.

This language is from Rules of Order Revised, 4th edition, published in 1915. The current edition is Rules of Order Newly Revised, 12th edition. The 4th edition is the latest that is in the public domain so is widely available on the internet, but is severely out of date. You should get the current edition unless your bylaws specify the 4th (I truly hope that they do not). Mr. Brown has quoted the relevant paragraph from the current edition. Note that it is drastically different than the one you quote. What you've shared of the bylaws is silent on the member's or officer's rights after charges have been filed, so you would then refer to your parliamentary authority. If it is the current edition of RONR, then the member's rights are preserved. It's an interesting concept in your bylaws. The initial grievance appears to be commenced because of a disagreement between two members and the club, for reasons that I don't understand, wants to place itself between the two members. Only if that fails does the club consider the standard of whether the charges, if true, "would be prejudicial to the best interests of the club." Sounds to me like you're inviting a lot of grievances for purely inter-personal conflicts. But they're your bylaws, so you can do what you want.

Earlier, you said that some board members were not informed of this meeting or were not permitted to attend. As I said, that violates their rights. Vote on what?

All board members have the right to attend meetings of the board, unless your bylaws say differently. Do you perhaps mean board members are not being allowed to attend meetings of the Personnel committee? Non-members of a committee do not have the right to attend a meeting of a committee. Do your bylaws allow email voting? If not, the votes are not valid, according to RONR.

The general principle that is underlying Mr. J's questions are that the person or group who appointed/selected/elected the parliamentarian is the same one who can fill a vacancy or choose an interim parliamentarian. Your bylaws may allow a different group or person to do so (e.g., a board may have the authority to fill a vacancy in a position elected by the membership).

This looks like a complete mess on many levels. This article has done some good research on parliamentary procedure and the bylaws of the Senate and Regents of U of M and even shows the relevant passage from the 10th edition. I am also disappointed to read the reports that the interim secretary "announced that the vote had failed to pass" but the chair "did not call the vote one way or another." It seems she is seeking legal advice. Following the links from the first article to the bylaws, it appears clear that abstentions should have been ignored.

This procedural bylaw copies a provision of the provincial Municipal Act. I believe, but cannot quickly find, that there is a similar requirement in our Education Act, which governs school boards. As I understand it, the principle here is that the job of the municipal councillors is to make decisions, and to do so by voting at council meetings. This way a councillor has to make a decision or is deemed to have made a decision. There's no wriggling out by saying, "I didn't take a position," on a controversial topic. This only applies to recorded votes and there are exceptions for absences and any disqualifications from voting (e.g., pecuniary interest). Any member can demand a recorded vote if they want to ensure their colleagues go on the record. Other than in the case of elected representatives, I don't believe that it is more common up here in ordinary societies.