Tomm

Nope. This Section of the Bylaws is under the Article titled MEMBERSHIP MEETINGS.

Thanks. I totally understand that voting by ballot cannot be suspended. I was more concerned if their was any way to misconstrued the specific authority that was given to the Election Committee during its establishment that would even allow them to address this issue. Thanks again.

This is what the Bylaw's say about voting at the Annual Membership Meeting: SECTION 5: VOTING PROCEDURES AT MEMBERSHIP MEETINGS A. Voting shall be by ballot of Members in good standing present at any meeting of the Members. The following procedures shall apply for ballot voting: 1. Voting shall proceed under supervision of the Election Committee. 2. At least two (2) members of the Election Committee shall be in attendance at all times during voting and they, along with their assigns, shall issue all official ballots, and witness the casting of the ballots. 3. Ballot boxes shall remain sealed until all votes are cast. Votes shall be tabulated in the presence of at least three (3) members of the Election Committee. Any Member may be present as an observer at the tabulation of the votes. Upon completion of the tabulation of ballots, the results shall be certified by the Election Committee Chair to the Board and posted on the XXXX website and/or in XXXX Facilities. I am a member of the Election Committee and suspect that the Committee will be attempting to establish an alternate method of voting at our next meeting rather than by ballot for everything! Question: Based on the wording in the establishment of the Standing Election Committee stated in the Bylaws, does the Election Committee even have the authority to address the rules that establish the voting procedures? It's my understanding that that would exceed the Committee's authority. SECTION 1: STANDING COMMITTEES A standing committee is a small group of Members, subordinate to the Board, which is organized to assist the Board in specific areas as follows and does not meet in the months of July and August. Other months without meetings can be determined by each committee individually. A,B,.. C. Election Committee (also known as the Balloting Committee): The purpose of the Election Committee is to recruit a sufficient number of Board candidates, conduct the candidate forums, ensure that elections and recall elections of the Board are conducted pursuant to the Corporate Documents and announce the results.

Can the Chair alone call for a ballot vote or must it be voted on and approved as per 45:19?

Thank you very much! It was a tricky question and not easy to handle but you came thru perfectly! Thanks again.

I would hope there would be some sort of guiding principle or rule that would help distinguish the difference between all motions and the types of main motions that the bylaw is intending and not just leave it up to a decision by the chair. Any suggestion on how to rewrite that rule so it's more applicable to my concerns?

Is it common practice not to duplicate certain rules in different Articles when they apply to the same issue, Example: Both the Articles of Incorporation and Bylaws require the exact same requirements for the number of days required for previous notice. And those requirements are also listed in an Article for Membership meetings and then again in a Section on Special Membership meetings. Same requirement, 4 places! I'm thinking that one Article covering the requirements to Amend them can list the requirement only once avoiding a conflict down the line if the rule was changed in one place and not the other.

When the Bylaws list a ridiculous rule such as, "All motions to be voted on at the Annual Membership Meeting shall be submitted to the RCSC Corporate office by four (4) pm, no later than twenty (20) days prior to the meeting date." Of course it can't mean ALL MOTIONS! But would specifying "Main Motions" be enough to exclude your typical Privileged, Subsidiary and Incidental motions, or motions that bring a question again before the assembly? I just receive a draft copy of our organizations revised Bylaws and am evaluating their compliance with RONR.

When RONR says that "matters listed in it are taken up in order, unless objected to,..." Question: Is the objection by just one member adequate to do so or must there be a motion, a second and a vote?

I very much appreciate the advise and admit do I enjoy the forum. Just a bit of advise please. I often wonder what are the first things you ask yourself when someone asks a question? For instance, is this within the authority RONR's? Should this be a question for a lawyer? I read the Discussion Board everyday and attempt to answer the question before I read your responses. My problem is I want every answer to be found or within the jurisdiction of RONR's but I also know that just isn't true! How do I become more diligent? Thanks

Should Points of Order, and the issue affiliated with it, be documented in the Minutes of a meeting?

If you're referring to the part about recording the votes and having no evidence of a preference; that only confuses be more. What is it you are not recording if approval was less than half? I know I'm missing something.

Am I understanding this correctly? (probably not). It appears that this citation is stating that if more than half of those present abstain from casting a vote, then the motion automatically dies or is indeterminant? "...a choice has no mandate unless approval is expressed by more than half of those entitled to vote..." What does this mean? What happened to "members present and voting"?

Non est praesens

That's it....thanks much.

I remember reading it somewhere but can't seem to find it. I'm looking where RONR states that if a Bylaw says you can do a certain thing(s) you can't assume it also allows things not specifically specified!

Hmmm! I hadn't thought about that! So I guess what you're saying is, if the Bylaw that requires all votes to be taken by ballot had a provision for its own suspension that rule could state that "the suspension of this rule may be provided with a voice vote"?

Misunderstanding! I didn't say the Bylaw existed with provisions to suspend, I was inquiring that if the Bylaw were to provide for its own suspension would it be a 2/3rds vote as opposed to a simply majority. Sorry!

The Bylaw currently lacks any provision for its own suspension.

Is it correct that a Bylaw that requires all votes shall be by ballot but also provides a method for it own suspension, that suspension must be by a 2/3rd's vote?

The current Board Policies covers things like Charter Club Rules, Posting Signs, Press and Media, Retention of Documents. I'm thinking more along the lines of specific Standing Rules that only apply to the General Membership or to the Board. As an example; a standing rule that allows video taping and recording at a General Membership Meeting may be different than the Standing Rule of a Board Meeting that doesn't allow video taping and recording! Or you can bring food and drink to a Membership Meeting but not a Board Meeting. It's my understanding that rules like that are not the type of rules that affect the governing rules and proceedings of a functioning in-process meeting but are outside the context of the actual meeting? That's why I believe there needs to be separate Standing Rules for each types of meeting. Please advise.

Our organization is currently going thru a complete review and rewrite of the Bylaws. The organization has, along with the current Bylaws, a list of what they refer to as Board Policies, which I assume can be referenced as Standing Rules because these rules are not used in the context of a meeting. However, the corporate documents currently fail to comply with RONR because they lack the separate prescribed corporate documents which reference to those Board Policies as Standing Rules and there are currently no documented Special Rules of Order. Question: I assume those Board Policies can be re-identified as Standing Rules, but can Special Rules of Order, which currently don't exist be included in the newly revised Bylaws or do they need to be established as a second process, at a meeting, once the revised Bylaws have been approved? I also understand that there should be Standing Rules that would apply to the entire organization, but also separate Standing Rules that apply to each the General Membership Meetings and to the Board Meetings, as well as a separate set of Special Rules of Order for each the General Membership Meetings and meetings of the Board!

And here's the Article on Elections. Can you even find the word "ballot" in this Bylaw? ARTICLE VIII - ELECTION OF BOARD OF DIRECTORS SECTION 1: POLLING PLACES, TIMES AND DATES A. Election of the Board shall be held on the second Tuesday in December each year. B. The Board may schedule earlier voting dates. C. The Board shall select the number of polling places, their locations and times of operation for voting within XXXXXX, Maricopa County, Arizona. D. The Board shall select the number of days for online voting through the Web Portal. SECTION 2: VOTES The Board candidate or candidates receiving the highest number of votes shall be elected to the vacancy or vacancies for which the election is held. SECTION 3: RECALL ELECTION A. In a recall election, a Board of Director shall be deemed recalled if a majority of the votes cast by Membership ballots are for his/her removal, provided further that the total number of votes received for the recall is not less than one hundred (100). B. The person receiving the highest number of votes cast by Membership ballots to replace the recalled Board of Director shall be deemed elected to fill the unexpired term of said Board of Director. C. The Board, or its designated representative, may use the services of a neutral entity and adopt their procedures, as desired, to ensure a fair election process. D. The Board, or its designated representative, may exercise the flexibility to negotiate technical and routine matters with the neutral entity conducting the election at the Board’s request and to make any necessary arrangements or revisions as the need arises.

Hmmm?

Nope. Elections for the Board of Directors is covered under an entirely separate Article of the Bylaws. Therefore, I assume the answer to my original question is that any motion passed by "unanimous consent" by the Chair would be out of order.