Tomm

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.

Without boring you with everything, Section 5, as stated above is just one Section of our Article IV: ARTICLE IV – MEMBERSHIP MEETINGS SECTION 1: ANNUAL MEMBERSHIP MEETING SECTION 2: SPECIAL MEMBERSHIP MEETINGS SECTION 3: MEMBERSHIP QUORUM SECTION 4: MEMBERSHIP MEETING RULES AND REGULATIONS SECTION 5: VOTING PROCEDURES AT MEMBERSHIP MEETINGS SECTION 6: LIMITATION PERIOD I would assume this also applies to simply approving the Minutes from the previous year or the current Agenda!

The Bylaws state: 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: (emphases added) 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. Question: Does this eliminate the ability for the Chair to use "unanimous consent" as method of voting? The Bylaw seems pretty open and shut with no other options on voting.

Are debates on Appeals in small boards unlimited as per 49:21 or are they still confined to only once by the Members and twice by the Chair?

SECTION 3: MEMBERSHIP QUORUM A quorum for any Membership meeting shall consist of not less than one thousand two hundred fifty (1,250) Members in good standing. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting without notice other than announcement at the meeting. Once a quorum has been established for any meeting, appropriate business may be conducted and decided by a majority vote of Members present unless otherwise required by the laws of the State of Arizona or Articles.

Arizona Revised Statutes wants 10% of the community. The Corporation, at one point did lower the requirement to only 100 but that's when they held 3 Membership meetings a year, and they felt it would be to easy for only a few members with proxy's could upset the apple cart. They finally settled on one Annual Meeting with a quorum of 1,250. My personal feeling is a quorum should be set at the level of participants you can reasonably expect to show up at a meeting. And holding more than just one meeting a year will allow bad decisions to be overturned in a relatively short time.

We need 1,250 but I can't currently find where there's a reference stating that proxy's are included in the count for a quorum? We can also do things by petition but that requires getting the signatures of 10% of the community, approx. 3,800! When I requested a proxy form last year from the corporate office I had to choose which form I wanted, a general proxy or one for specific motions. They wouldn't allow me to have both????

Articles of Incorporation states: "The Members of the Corporation shall be provided with the opportunity to vote by proxy in: a. Amending the Articles of Incorporation b. Members amending the Bylaws of the Corporation c. The election of Directors* d. Any other matter requiring an act of the members *If the Bylaws provide for voting by mail in the election of Directors, the above-stated" My thinking is; because there's a difference in proxy forms, one form gives the holder the permission to vote on all motions, and a second forms only gives the holder the permission to vote on specific motions. Every proxy is counted to establish a quorum but not every proxy will necessarily be counted when a vote is taken?

Our organization allows for proxy's but has no procedures for a method to count those proxy's!?!? This is not a convention where delegates register with their proxy's, it's simply an Annual Membership meeting. Crazy Question: Did you ever experience a situation where the proxy's were counted in the determination of achieving a quorum, but not used/counted when taking a vote?

Our organization has established an Ad Hoc committee and is currently reviewing and revising the Bylaws. The Articles of Incorporation allow the Bylaws to be amended by the Board of Directors alone. Our quorum requirement for a Membership meeting is so high that it was only last year when we were able to hold our Annual Membership Meeting after 12 years! Question: Once the committee has the Bylaws in their final draft can the Board call a Special Meeting of the Members to consider them seriatim, and even though a quorum may not have been established, be allowed to vote, debate and approve the proposed changes? And once the Member's are satisfied with the newly revised Bylaws can the final approval be provided by the Board? The Concern: There are many Members who want to have an opportunity to review the revision but probably not enough to achieve a quorum at a Special Meeting. It seems to me that because the Board can amend the Bylaws on their own it's the best of both worlds to allow those interested Members to have their opportunity to be involved, and the final draft can be approved by the Board on their own? Many Members are concerned that the revised Bylaws will be submitted to the Lawyer's before they have an opportunity to review them? Is this do-able in the manner I proposed? Any suggestions?

All I mean is the parliamentarian takes a seat next to the Chair. The parliamentarian is not a member of the organization but only there providing a service. Interesting comment by Mr. Brown! Actually there are employee's of the corporation there providing audiovisual services, but this is a senior, over 55 community and those employee's who are not actual Members don't have the right to vote!

RONR in Brief says on page 87 that a Standing Rule can be amended with either a majority vote with previous notice or, without notice, a two-thirds vote or a vote of the majority of the entire membership. RONR says in 2:23 that the vote required to rescind or amend a Standing Rule is the same as the motion to Rescind or Amend Something Previously Adopted. 35:2(7) says the requirement to rescind or amend a Standing Rule is the same as a Special Rule of Order which is previous notice and a 2/3rd's vote, or a vote of a majority of the entire membership! Question: What is required to amend a Standing Rule, a majority with previous notice or a 2/3rd's vote with previous notice? Or am I just reading this wrong?