Atul Kapur

Generally, all the officers are on the board ex officio, that is, because of the position they hold. For example, you could say that the current president "is essentially an ex-officio member of the Board. He/she is only on the Board because of the position he/she holds."

I think it's more succinctly stated on p. 34, lines 8-15: "Until the chair states the question, the maker has the right to modify his motion as he pleases or to withdraw it entirely. After the question has been stated by the chair, the motion becomes the property of the assembly, and then its maker can do neither of these things without the assembly's consent...; but while the motion is pending the assembly can change the wording of the motion by the process of amendment ... before acting upon it." (Italics in original. Bold added for emphasis) The chair's stating the question is the third step in the handling of a motion and that's when ownership goes from the maker to the assembly 1. Member makes the motion 2. Another member seconds the motion 3. Chair states the question on the motion

If this is the first time you are adopting the Code of Conduct (rather than the bylaws committee proposing amendments to an existing Code) then I would follow the procedure on pages 557-9, "Consideration and adoption of proposed bylaws". The difference is that the final vote required to adopt the Code of Conduct is the vote required to Amend the bylaws, rather than just a majority. Amendments would be allowed. If they are approved, that doesn't mean that the whole thing has to go back. The assembly is free to amend what the bylaws committee proposes.

What is the status of the appendices? Do they have the same rules for amendment as the bylaws themselves, or is/are there different rules on how they are amended?

I don't see anything in what you've told us or provided to indicate that committee chairs need or should attend meetings of the Board of Trustees. Every mention is "through the president". You should be getting quarterly written reports through the President. If it wishes, the Board could adopt a motion to have committee chairs attend some, any particular, or all board meetings.

Appreciate your respectful comment. The point, apparently not artfully made, was that this was an issue of what is recorded in the minutes rather than a motion related to voting. As previously established, I agree with the consensus (Mr. Elsman excepted) expressed above and on the other thread regarding what can be recorded in the minutes.

I wasn't speaking about a motion to record all 7 names and how they voted. I was speaking to the idea of listing the three members who requested their vote be recorded in the minutes. Are you saying that, because it would effectively reveal who voted in favour; that it's different? Oral was it because of the notion that all seven names be recorded?

I am assuming that a ballot vote is required by the bylaws. The elections are still incomplete.

It's never too late to correct errors in the minutes, even if they have been approved. I am not certain about Mr. Martin's advice. Is this policy something that was previously adopted and currently in force, or was this a proposal for a new policy from a committee that the board was considering whether to adopt? The way I read the OP, it seemed that this is an amendment to a policy currently in force. If that is correct, then the motion was to Amend Something Previously Adopted and we are told it was adopted. Then a motion was made to send it back to the committee. I would take this as a main motion to refer the policy to the committee.

I agree with Mr. Martin and Mr. Brown. I disagree with Mr. Elsman's comment and believe it is completely irrevelent to Ms. Vassey's question.

I do not think there is an answer in RONR. It seems like you have found your answer in your own bylaws. If your organization feels that the answer is ambiguous, then it is up to the organization itself to interpret the bylaws and resolve the ambiguity.

What do your bylaws say about who the bylaws committee reports to? That would confirm or supersede the provision in RONR that you found. Is there a particular reason he wishes to speak to the board (presumably without the bylaws committee being present) rather than move an amendment when it is being considered? If you knew the reason for the request, you and the board chairman would be able to direct him to the most suitable forum.

Another option is to Perhaps a compromise candidate will be nominated.

(1) You cannot Object to the Consideration of an incidental main motion and the motion to Amend Something Previously Adopted is an incidental main motion. (4) is subject to limits. You cannot postpone beyond the end of the current meeting if the next meeting occurs beyond a quarterly interval. You cannot postpone an item from one annual meeting to the next annual meeting. Not in RONR, but realpolitik says the best way to defeat such a motion is to ensure that enough people who agree with you attend the meeting so that the motion will be defeated. None of the measures you propose will be effective unless you have enough votes (some of them delay the process, but that just gives you time to make the arguments and bring enough people to your side). Your time may be more effectively spent discussing with other members than creating scenarios.

Well, this would be a case of members being improperly prevented from voting. If a Point of Order is made in a timely manner ("immediately following the chair's announcement of the vote") or, if it is not timely, there are enough members so denied that it might affect the results of the vote, then the initial vote is invalid, so the assembly is not actually "retaking" the vote by the same method because there was no valid vote to retake. (RONR 11th ed., p. 252, lines 19-30)

To coin a phrase, you seem immune to persuasion, either by the weight of reasoned arguments or the word of one of the authorship team whom you claim to interpret.

As Mr. Brown has said, only members of the representative body have a say in whether that body goes into executive session. If you are not a member of the representative body -- even if you are a member of the Union -- you do not have a say in that decision. I don't understand the details that you discuss of a 3/4 vote versus only requiring a majority in a roll call; but that does not change the answer.

"Loud", "disrespectful", and "bordering on yelling" are all opinion. They are all subjective. None of those have any place in the minutes. Even if everyone agrees that a person was yelling, it has no place in the minutes. What they want or desire does not dictate what goes in the minutes. Under RONR, no one has the right to demand that their vote be recorded in the minutes. In other words, it is not up to the individual. The person may make a request to have their vote recorded, which requires unanimous consent or majority vote. They may make a motion to have a roll call vote so that every person's vote is recorded, this requires a majority vote or unanimous consent. Applicable law that applies to your organization may give an individual the right to have their individual vote recorded, but that's not what RONR says.

p. 440, lines 3-17 describe the process by which one person can be elected to more than one office. Pay particular attention to lines 9-17 which state how it can be done if all the elections are done on a single ballot. While the section may make it seem that one person cannot be elected to more than one office, it is only saying that this cannot happen on a single ballot and makes clear that "The assembly is free ... to elect the same person to another office ... unless the bylaws prohibit a person from holding both offices simultaneously." As well, p. 407, lines 4-6 is the reference for the fact that one person is entitled to one -- and only one -- vote "even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote."

"The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done." (RONR 11th ed., p. 468 lines 18 - 20) Declaring anything to have been done in a heated or hostile manner is an opinion. All main motions, and motions that bring the main question again before the assembly, should have the disposition of the motion recorded in the minutes. The way to do that is to move to have a roll call vote for those votes where you think the names and how they voted should be recorded (RONR 11th ed., p. 470 lines 31 - 33).

No you are not. That is not at all what I said. Requiring that a meeting be held is not synonymous with requiring a motion to be made. No quorum. No motion. No vote. No rejection of the budget has occurred. So look at what the statute says happens if there is not a rejection. As a non-lawyer, I read the statute to say that the budget is ratified, even though there was no opportunity to reject it because there was no quorum.

Duplicate post

I don't think so. I assume that the position this person was running for has a term of more than two years. There is no requirement in RONR, as you noted, for a person to resign from one position in order to run for another. If and when this person is elected to this full-term position, they can decide whether to accept that and resign the two-year position.

When I read it, I thought the original poster had had this happen to them and was wondering if the correct procedure was followed. If that is the question, we need a few more details to answer whether it was proper procedurally.

Just so I'm clear, are you saying that instead of giving the proxy to a single person that they can give the proxy to the entire board or a majority of the board? I ask because this would be so unusual. If that is actually what your bylaws say, how has your organization been interpreting it up until now?