Koleen

Thank you Joshua. Yes, minutes were a bad example. Let's try, "Mr. Jones moved to approve the 2021 Audit. After discussion, the motion was adopted."

In our minutes we say, for example, "It was MSC (Jones/Anderson) to approve the June 1, 2021 meeting minutes." So we have the moved/second/carried in there. Is there a reason why we need to further state that the motion was adopted?

Good afternoon - thank you in advance for your assistance. I am doing research for my supervisor re: whether adding the above verbiage is necessary to show a motion has passed. From quick research in RONR 12th ED., I see nothing pertaining to specifically adding into the minutes that the motion passed. I did see in 4.41 that "A majority vote in the affirmative adopts any motion..." but I don't see anything in Section 48 regarding specifying in the minutes that a motion has passed. Thanks for your help! Koleen

Good morning - thank you in advance for your assistance. A couple of questions. It has been standard practice to allow the board and committees, when necessary, to vote on specific items through "unanimous written consent" via email. Here's what our current bylaws read: "Section 6.10: Action Without Meeting Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board." 1. I've looked in RONR for unanimous *written* consent, but unable to find a citation to back the written part up. 2. My ED would prefer it to be a majority of vote rather than unanimous (we've had instances where members don't reply with their vote in a timely manner). Is this majority written consent voting acceptable in RONR, and if so, can I get the citation? Many thanks! -Koleen

Good morning Richard - thank you for your very important comments. Our bylaws do not state that we are to conduct a ballot vote if there is only one nominee. In fact, our bylaws do not indicate the type of voting we are to follow. However, it does have a provision that all meetings of the board shall be governed by a current edition of Robert's Rules of Order insofar as such rules are not inconsistent with or in conflict with these bylaws, the Articles of Incorporation of the Corp, or with State law. And, historically, we've always conducted a ballot election should there be a nomination from the floor. The person who is receiving the text votes are not a member of the board. I had not heard of Election Buddy - I appreciate the info! I am double-checking if the screen-readers that our members use can "read" the Zoom poll functions.

Hello again, Josh! Thanks for your feedback! Yes, bylaws do allow us to meet by teleconference and electronically (does not specifically say Zoom). We considered the Zoom polling feature, however we have members who are visually impaired and might find it difficult to use the polling feature with their screen readers. Can you refer to the section that says the President does not need to relinquish his role during nominations for his position? Section 8.2: Election, Term of Office The Officers of the Corporation, except those appointed in accordance with the provisions of Section 8.3, shall be elected by the Board by majority vote at the Annual Meeting, and each shall serve at the pleasure of the Board for a one (1) year term. No person shall serve more than two (2) consecutive full terms in the same office. Re: the Pres (we use president rather than chair - which we are changing at our next round of changes) declaring the sole nominee elected, can I get that section referenced in RONR?

Good morning - my board is conducting their annual election of officers. To help facilitate the process, I created a memo that outlines the procedure noting the section it refers to in RONR, thus I want to be sure I am following RONR protocol. Note that we are meeting by zoom, so our workaround for ballots is texting to a designated teller. I've left out the names of members. Any suggestions to add or delete would be appreciated! This Memo provides you with information about the specific procedures for our elections, which are based on Robert’s Rules of Order Newly Revised – 12th Edition (RONR). XX, president, will ask XX, chair of the governance committee, to provide a report to the board, which includes the slate of officers. XX will read the committee’s recommended slate of officers. RONR Section 46:15. After XX has presented the slate of officers, XX will call for further nominations from the floor for each position. RONR Section 46:18. To alleviate any conflicts of interest, XX, chair, will ask for nominations from the floor for the office of president. When it appears that no one else wishes to make a nomination for president, xx will again ask if there are any further nominations; if there is no response, xx will declare that the nomination for president is closed. RONR Section 46:20. - If there are nominations from the floor, members will go to a secret ballot election and the result of the election will be announced before the next office to be voted on is opened to nominations from the floor. RONR Section 46:21 & 46:31. See voting procedure below. - If there are NO nominations from the floor, XX will ask for a motion to elect XX as president. Upon completion of either the two options, XX will resume taking nominations from the floor using the above process for the following positions: chair, secretary, and chief financial officer. An officer-elect takes possession of their office immediately upon their election’s becoming final. RONR Section 46:47 Secret Ballot Election by Text Vote If there are nominations from the floor for any position, a secret ballot election by text vote will be conducted as follows: 1. XX will be the collector of the votes/teller. 2. XX will ask members to text their vote to XX at XXXXXXX. 3. XX will collect and tally the votes; it is XX responsibility to see that no member votes more than once. RONR Section 45:29 4. After a brief minute, XX will ask if all members have voted who wish to do so. If there is no response, XX will announce the polls are closed, thus in effect declaring the polls closed by unanimous consent. RONR Section 45:30 5. If a member does not turn their ballot in, XX will consider this a blank ballot and treat it as an abstention. RONR Section 45:31 6. XX will complete a vote tally sheet that identifies the number of votes cast, the number of votes required for a majority, and the number of votes received for each candidate. RONR Section 45:37 7. If one candidate receives a majority of the votes, XX will text the results to XX, and XX will announce the candidate that secures the officer seat. RONR Section 45:37 & 45:39 If no candidate receives a majority of votes, the election will proceed until one candidate gets a majority. All candidates will be voted on at each election unless a candidate withdraws from the election. 8. The tellers’ report is entered in full in the minutes, becoming a part of the official record of the organization. RONR Section 45:40.

A huge thank you for the responses and guidance. Josh, we are looking to do a bylaws update and will certainly take your comments to the gov'ce committee. Again, thank you for your assistance!

Hi there - thank you for all the responses. This standing committee *does not* have the authority to act on behalf of the Board or organization - only the EC does. I hope this clarifies.

Sorry gentleman, I failed to include that our bylaws do allow for us to create standing committees. "Section 7.1: Powers and Limitations. The Board may, by resolution, adopted by a majority of the Directors then in office, designate one or more committees consisting of two or more Directors to serve at the pleasure of the Board. Any member of any committee may be removed, with or without cause, at any time by the Board. The Board shall determine if the Committee is a Standing Committee for purposes of Section 7.3. Any committee, to the extent provided in the resolution of the Board or these Bylaws, shall have all or a portion of the authority of the Board, except that no committee, regardless of the Board resolution, may: (a)Fill vacancies on the Board or on any committee; (b)Amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws; (c)Amend or repeal any resolution of the Board; (d)Designate any other committee of the Board or appoint the members of any committee." "Section 7.6: Advisory Committees The Board may appoint one or more advisory committees consisting of Directors and/or non-Directors for the purpose of advising the Board. Any advice rendered by such an advisory committee shall not be binding on the Board. Sections 6.3 and 6.5 shall apply to all advisory committees."

Does RONR 12th Ed indicate how a standing committee can be dissolved? Background: the standing committee I'm referring to is not specifically stated in our bylaws (only the EC and Audit committee); there is no real use of the committee any longer, so our ED & board president are wanting to dissolve it. Thanks in advance for your help! Koleen

Hi Josh, After further review, would like some clarification. In your first paragraph, "Committees are not required to take minutes at all, since generally the committee's reports serve as its records. If minutes (or a "memorandum in the nature of minutes") are taken, they are signed by the secretary (although RONR does note that this may be the same person as the chair in a small committee). The minutes may also be signed by the chair if desired. " (I underlined the If I'm reading this correctly, it means that standing committees that take minutes or "memorandum in the nature of minutes" (excluding the EC because we know that we must take minutes & have them signed) *do* need to be signed by the secretary or chair of the committee? Thanks again!

Many thanks Josh! You've answered my questions.

Thank you, Josh. Quick follow up question. Our non profit does have an "annual meeting" but does not provide annual reports of each committee. So, if they don't provide annual reports of the committees, should minutes be taken at each committee meeting in lieu of the reports? I hope that makes sense. Thanks, Koleen

Good afternoon, I am trying to find in RONR if committee meeting minutes need to be signed by the chair? What about the exec committee since they are a mini-board that is able to act on behalf of the board? Many thanks!

Thank you Benjamin and Alicia!

Thank you to you both. You're right, it can't be "enforced" but we do have some board members who feel their privacy is being violated if screenshots are taken and posted onto social media without their consent. Atul, can you cite your answer for #2?