Byron Baxter

The bylaws provide for electronic meetings and state that an anonymous vote will be deemed a ballot vote. Special rules of order provide that the assembly may participate fully or partially by video conference or telephone connection. Some members connecting by telephone do not have access to the anonymous voting feature of the video conference and want to waive their right to a secret ballot vote and cast their vote by voice. They claim the right to waive a secret ballot is established in the section of reconsideration of a ballot vote where the right is waived to establish their vote was on the prevailing side. Is the right to waive the secrecy of a ballot vote for reconsideration applicable in this situation?

Strongly agree with the cited Federal Plain Language Guidelines. Those guidelines contain a link to a past article in the Journal of the American Bar Association which expresses opposition to using shall from a legal standpoint. Both make the case against the use of shall based on preferred language being concise and unambiguous.

The city clerk has offered a legal opinion. This is a public body and before assuming RONR is the default governing document, have all possible superior governing documents such as the state's revised code been researched? It also seems unusual that the city clerk's personal legal opinion would have any force. Was the issue referred to legal council and the clerk stating their opinion? While appointments and elections may produce the same end results, the responsible bodies for appointments and elections are different in a public body. In the county where I reside, there is a cottage industry to seek out public bodies and "sue and settle" based on the state's open meetings laws. County commissioners, township trustees, fiscal officers, and treasurers always know what $ amount to settle for rather than continue legal defenses based on merit.

30:7 and 37:30 seem to clear this up. 39:3 seems open to interpretation. Thank you both.

The chair was uncertain of a voice vote and it was moved and adopted to have a counted vote. The vote was counted and the main motion was adopted. Later in the meeting a member moved to reconsider the vote on taking the counted vote. The main motion was not included in the motion to reconsider. The chair knows that incidental motions may be reconsidered, but states that because a vote cannot be retaken by the same method, the motion to reconsider is out of order. We have researched 6:27(5) and 37:24-34, but are still not sure about reconsideration of a counting the vote.

Unless the financial statements include proposed budget expenditures, shouldn't the statements be filed for audit rather than adopted?

Would you please provide the RONR citation? Thanks in advance.

The thought was that unlike most societies, the majority of the entire membership could actually be present to vote at a meeting and that voting block would trump requirements such as previous notice. However, the majority of the entire membership does not offer any solutions to the quorum problem. Never being able to reach a quorum would seem to preclude even dissolution of the society. RONR (12th ed.) 55:6. This seems like the only available option for the remaining members.

What corrective actions can be taken when the voting threshold is a "Majority of the entire membership"?

A member who did not vote on the prevailing side moved to suspend the rules interfering with reconsideration and reconsider the adopted motion. We have a divided opinion as to whether the presiding officer must put the question on reconsideration to a separate vote or consider both motions as combined RONR (11th ed.) p. 262 ll. 8-17. One of the debated points was what effect if any the two-thirds vote for suspending the rules has on the majority vote needed for reconsideration. Can the presiding officer process the motions of suspend the rules and reconsideration together, and if adopted state the question is on the previously adopted motion?

In the overall importance of the society's business, this does not rise to a pressing and serious issue. However, several board members disagree with that opinion. This does serve as a reminder to the current board and members that ambiguous language must be avoided at all costs to prevent future unnecessary debate.

This topic is of great interest to a society I am in. A category of membership is "Household" and the debate is does that mean the household gets one vote or do the spouse or partner also get to vote? Spouses and partners are very active in the society and they consider their right to vote a right of membership. The board of directors is divided. Can you clear this up?

Do the bylaws prohibit write in candidates?

I agree with the reference from p. 457 and make note of the words "usually provide." If it is not provided, then p.457 ll. 26-28 provide: Unless such provision is made, the first vice-president would preside or complete the president's term. I believe the first vice-president provides a more orderly process. If the president's position is filled by the president-elect, the president-elect vacancy must be filled by an election. A presidential vacancy would most likely be sudden or unexpected. The organization could then be forced into a hasty decision to fill the office of president-elect. Organizations can decide which procedure they prefer. My choice is only personal preference.

Perhaps your organization would be better served if there was an office of Vice-President. Under your circumstances the VP would serve the remaining term of the president while the President-Elect would remain in that position until becoming president at the end of the term.

The presiding officer does not want to be replaced. His lack of skill and unwillingness to study and improve have resulted in dysfunctional meetings and total lack of order. His election as president was the result of positive contributions to the society and general popularity. The society did not consider his ability to preside when electing him president. The society sees removing his authority to preside and having all other duties as president remain in place a compromise that would be in the best interest of all. Attendance at meetings has steadily declined over the past six months. The Vice President has not attended the last three meetings. He has allocated his time to his young family rather than contentious meetings. This is a volunteer organization. The assembly has not identified another member to preside. I will forward that point to them. If they don't have a replacement(s) in mind, they would only be creating a vacuum which would be a worse situation than they currently have. This would solve the problem. Unfortunately there are large personalities and egos involved who would object.

The term of office for President is 4 years or until a successor is elected. The current President has served 2 years. The bylaws state that the president shall preside at all regular meetings. The bylaws provide for selecting a different presiding officer at special meetings, but those rarely occur. The organization would like for the President to continue as President and perform all assigned duties except presiding at meetings. Since the President serves as presiding officer by virtue of being elected President, the assembly could suspend the rules and remove the authority to preside for one session. The assembly wishes to suspend the right to preside for the remainder of the term while leaving all other duties in place. P 652-654 indicates that is not possible. Is there an alternative for the assembly?

The conflict described by Guest Zef points to the interpretation of the written words, while Mr. Kapur addresses a conflict regarding interpretation of intent. "with a 2/3 majority of voting members present at a meeting of the Assembly at which a quorum is present" "At which a Quorum is present" implies that quorum requirements have already been established in the bylaws. "With a 2/3 majority of voting members present at a meeting" would create a separate quorum requirement rather than a voting requirement for the action. The organization will have to interpret their own bylaws, but whether you agree with the points of Guest Zev or Mr. Kapur the bylaws should be amended so the language is clear and leaves no room for debate.

There are established standards for removal in nonprofit corporations published by the American Bar Association. A good source for that information is "Guidebook for Directors of Nonprofit Corporations." It is available in paperback, but fairly expensive. Many of the behaviors that lead an organization to want to expel a member are listed in the book as having been litigated and lost. The number of legally qualifying reasons for removal is quite small. Keep in mind that the information is useful to have, but legal items go beyond the rules of order. If your nonprofit has a member attorney, you will be in good shape and this publication will arm the attorney with information on legal precedence.

If a quorum is present, but there is no President or VP in attendance, couldn't another officer call the meeting to order and move a Chair Pro Tem be appointed?

If the Board is created in the bylaws and authorized to establish both special and standing rules germane to its function, how would a conflicting special rule adopted by the general membership be resolved?

I received this sage advice from an elder statesman of a board. Whenever a proposed action might conflict with the board's fiduciary responsibility, a roll call vote is in order. That provides a written record for members opposed to the action to use when an adopted action results in liability. Although legal aspects are not addressed in this forum, this correlation seems germane.

Josh Martin's advice can be very useful. As a member of a nonprofit board that meets bi annually, there is a need for additional business to be conducted by electronic meetings and email vote. Ratifying as stated above makes the board's action official. Page 487

Could you please refer me to the proper pages in RONR for consent agenda. This is being proposed for a non profit board who has adopted RONR. RONR addresses consent calendar, but that seems to apply to conventions. The Standard Code of Parliamentary Procedure addresses consent agenda on pages 220-221, but the board's parliamentary authority is RONR. The National Council of Nonprofits recommends consent agenda and publishes a three page document of explanation, but has no authority over the board. Thanks in advance.

Could a member who voted on the prevailing side move for reconsideration?