Michael Seebeck

Key words there are "should never", not "shall not." They are not the same. "Should" is advisory, "shall" is mandatory. In fact, I wrote this: the absence of the required information regarding a quorum could be corrected by consulting a recording, and then the minutes properly amended to include the missing information. That's actually applying the first part of 48:6: "The use by the secretary of a recording device can be of great benefit in preparing the minutes." I also wrote: an organization certainly can by rule make recordings of its meetings and proceedings to be official records as well Note "as well" means alongside the minutes, not as the minutes. Complement and supplement, not replacement. Official records of an organization's proceedings are not limited to just minutes, as the obvious example of reports not included in minutes point out. Nor should they be. So, no, RONR does not disagree with me except in opinion, and nothing that I wrote is contrary to RONR.

48:8 lists a model form, not a binding form. It's a common mistake in thinking that everything in RONR is gospel truth. When it comes to reports and documents, it isn't; RONR only provides format suggestions. RONR 48 itself is loaded with "should" and not "shall." Ditto RONR 56. As for 40:12, the Chair can rule the point of order raised as not well-taken on that point, true. BUT, the Appeal from the ruling of the Chair flips it over, as was previously stated, so that what was lack of proof of a quorum by the person raising the point now becomes the opposite: the Chair must prove a quorum did exist instead. The nature of an Appeal flips the burden because the vote is in the opposite direction. If the question on Appeal is "shall the ruling be overturned (not sustained)?" then a majority in the affirmative would do so--which is the equivalent of a majority in the negative on sustaining the ruling. (And BTW, that would be in perfect alignment with the rest of the motions and votes in RONR, and then the appellant would have to provide that "clear and convincing" (subjective term) proof!) The only reason that vote is the converse of every other motion (save Objection of Consideration of the Question) is because of that flip of burden in the debate, because the Chair has to justify their argument, not the person raising the point of order. As was explained to me when I was first learning first formal, then technical, then legal writing, what you write and don't write is just as important as how you write it.

As others have stated, if the Bylaws don't authorize email votes, then it's invalid. That being said, IMO email votes even when authorized are terrible to deal with it because the normal rules for debates and voting don't apply since it's a multi-threaded process between votes and debates happening simultaneously and amendments not allowed, they can be a mess to tally, and in general are not a good process--and trying to imitate an in-person motion-debate-vote single-thread process under RONR in an email motion is a colossal mess that should never be tried (I tried that once years ago, and it was so cumbersome and convoluted that it was abandoned mid-process and simply brought up at the next in-person meeting.)

It's not required, but it is a good idea, especially if the minutes reflect roll-call votes whose numbers vary above a quorum. When in doubt, be transparent and inclusive about it, not because of requirement, but because of good practice.

Oof. That's a tangle. Your suggested rewrite of A5S3 is a lot cleaner, but make sure you define in the Bylaws what each type of meeting is to avoid confusion, too--what's a General Board meeting, what's a special meeting, etc. To answer the questions: 1. If you rewrite is as you suggest, no, it doesn't need that subpoint. A quorum usually is not needed for a meeting where no business is conducted. (tongue-in-cheek, quorum for the potluck?) 2. It is 2/3 of those present and voting. RONR 1:7. That means 2/3 of those present and voting Aye or Nay; abstentions don't count towards the 2/3. 3. What you suggested is fine, but it if you want a separate quorum level for the General Board, you should state it. If you're fine with a default majority quorum as in RONR 3:3, then you don't need to state it, but in general it's better to state it than not for simple clarity.

In the absence of the paper trail, what remains there is Custom, which is far lower in precedence than anything else. As such, you could treat the policies as new items of business to codify the custom for now, and if for some reason the paper trail appears, then you would have to Amend Something Previously adopted (as J J has mentioned), but that doesn't negate actions taken under the custom codified as policy, either, since they were made in good faith that the paper trail did not exist (but they might have to be ratified to cover all bases).

Or it could simply be that the rest of the Board doesn't understand the procedure, or are being intimidated by the Chair into silence. Could be any of those, too. Hard to tell without being there.

Disagree completely. You cannot simply assume a quorum without a determination and recording of such quorum in the minutes. If that were the case, then a lone President absent everyone else can declare a quorum at a phantom meeting and fabricate everything for a meeting, aka fraud--and THAT completely and unquestionably violates the rights of members. Point of order raised late? Not well taken, too bad so sad, next item of business, objecting again? Dilatory, please remove the objector, etc. Absent the official record of a quorum, there is not a record of business being properly conducted and there can be no valid assumption of such. Otherwise a rogue board or parts thereof can run roughshod over everyone else. The paper trail matters. Absence of proof does not indicate proof of presence. Or to put it another way, -1 ≠ 0 ≠ 1. I explained it rather clearly and I stand by it.

Agreed, it is not the minutes; never said it was. However, the absence of the required information regarding a quorum could be corrected by consulting a recording, and then the minutes properly amended to include the missing information. In the absence of recording the minutes properly at the time, it is the next best evidence. But an organization certainly can by rule make recordings of its meetings and proceedings to be official records as well, and it's actually a good practice to do so since minutes, while capturing the barest of details, lack the real substances of the proceedings--and that can be a disservice to the rest of the membership. A picture is worth a thousand words, but a video is worth a billion pictures. What I was referring to there was that the recording would indicate why it was opposed, and such a reason is just as germane as the opposition itself. And while that may not be on an official record of minutes, it still has a purpose in addressing the issue to the rest of the membership.

In the absence of more information here, if your organization's rules fix a number to do so, then a roll-call vote can be requested to get it on record that she opposed the motion. However, there are limitations to doing that, depending on the type of body and size. See RONR 45:45-46 and 45:52. Granted, that could be a means to get opposition on record, but not why it was opposed. To get that, it would require a record of debate that minutes does not capture, but a video or audio recording could.

While I understand the concern regarding a burden of proof that in raising a point of order regarding no quorum you have to prove there was no quorum, it should be noted that it is also incumbent upon the presiding officer to determine if a quorum was present (RONR 40:11) and the secretary should have it recorded within the minutes. Was there a recording of the meeting to check? The bigger problem is that not following the proper procedures for determining a quorum and recording it in the minutes/records can open up the organization for other problems like legal liabilities. (Not saying that's necessarily the case here, but the bad practices can create that opportunity at some point.) But there may be a procedural way to raise it and flip it over. The Point of Order that could be raised is that the presiding officer did not properly determine if a quorum was present per RONR 40:11, and if the point is ruled not well taken, then Appeal from the Ruling of the Chair (see RONR 24). At that point the concern can be raised that there is no record of a quorum and absent that record, no business can be conducted, and any business conducted without it is null and void (RONR 40:9) unless later ratified (RONR 10:54-57). They have to have the paper trail. While absence of proof is not proof of absence, it is not proof of presence, either. You may not be able to prove there was no quorum, but they cannot prove there was a quorum, either, so the body must ultimately decide. Since the budget motion as enacted is a continuing action by its very nature, it can be argued that the lack of quorum on the vote is a breach of a continuing nature as well since it adheres to the continuing action--it wasn't valid when voted on and it still isn't valid now. RONR 23:6 explains the continuing breach (an invalid budget in this case), and a vote taken with a lack of quorum violates 23:6-e) because there were enough members absent to not have a quorum (RONR 25:10). It should also be noted that an Appeal from the Ruling of the Chair flips the burden onto the Chair to justify their ruling by argument and rebuttal (and first and last word), because the question on Appeal is, "Should the ruling of the chair be sustained?" and the vote to overturn is a majority in the negative, which is a vote that the Chair did not prove their case. To quote the "Cathy Ryan Rule": if it's not written down, it didn't happen. The simplest solution for them is to simply pass the motion again. Because it's not clear the original passage was valid, it's not dilatory.

Yes, they do need to be elected again. This is a variation on the Grover Cleveland case (Cleveland, to date, is the only person elected President twice but in non-consecutive terms.) But, that Bylaw should be amended to far better wording, such as what is explained in RONR 56:27-30.

This isn't very clear. Who is the "we" working on the amending of the Bylaws relative to the Board and the general membership? Does the general membership have any say in the amendment approvals? That being asked, no, you cannot elect new board members contingent upon new role descriptions and titles that were not approved before the elections. You would have to either have another set of elections at a special membership meeting for the new positions with the old positions being dissolved/eliminated, or alternatively, some sort of Board action to transition the personnel from the old roles to the new ones, with provisos for filling vacancies if a Board member constructively resigns from refusing the new (adjusted?) role. The special membership meeting is the far better route, though, especially if the election of the Board is made by the general membership.

"Robert's Rules of Order is hereby recognized as authority on parliamentary procedure." That's a poorly-worded Bylaw, and it is understandable why there may be confusion. Being "authoritative" on something doesn't necessarily mean that that authority is binding to be followed. It just means that it's a best source or reference. My own suggestion is to try to get that Bylaw amended so that there is no doubt, by having the wording given in 56:49 and 56:66: “The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the <organization> in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the <organization> may adopt.”

You have several routes to take, not mutually exclusive. 1. Slightly tongue-in-cheek, here, but drop a copy of RONR or RONRIB in their lap and suggest that they read it since the Chair doesn't appear to know what they're doing. (Seriously, they need it!) 2. Another approach would be to cite 62:5, which requires the Chair to address the PoO, and how to do so in 23:15 (not ignore it or unilaterally rule it out of order) and if necessary, employ the method given in 62:8. If the Chair rules it out of order, then you have the right to ask why, and they need to appropriately cite from RONR 23:2 exactly why (or the appropriate Special Rule of Order or Bylaw if there is one), since it's only out of order under certain circumstances as explained there under Standard Characteristic #1. "Because the Chair said so" is not a valid reason, either. The Chair has no right to ignore the PoO raised, either. 3. Having a parliamentarian on-hand, preferably one that is also a lawyer, would also serve to provide just pressure on the Chair and Board to proceed correctly, especially if they are introduced as such and as to why they are present. 4. In the interim, you also will need to garner enough support from the general membership to get new Board members elected, since from your account that's also needed. Best of luck; you have an uphill battle, but don't be dismayed and keep at it.