Al Dunbar

thanks for the response, Joshua. I understand that bylaws outrank RONR. But would still like to know specifically what is in RONR that we would be overriding with this change. knowing this might cause the person suggesting this to reconsider if, for example, it is clear from RONR what might result that might be a problem for us. In RONR rev 11 it states on page 487 "The personal approval of a proposed action obtained separately by telephone, by individual interviews, OR IN WRITING, even from every member of the board, is not the approval, of the board, since the members lacked the opportunity to mutually debate and decide the matter a a deliberative body". As an aside, we met today to continue our bylaw review and discussed this point. It turns out that the person who suggested this was OK with the unanimity requirement, and was mainly concerned with being able to vote by email rather than having to pass a written resolution around for signatures to all board members. one solution would be to email everyone a copy of the written resolution which they could sign and indicate their vote, then scan it and email it back. The problem will be that those away on travel may not have access to the equipment needed to scan a signed copy, let alone print it. So the question is, how could we do this using only email? I appreciate that RONR is unlikely to have the answer to that question, but I ask it in the hope of perhaps getting some helpful advice. I will also check the relevant legislation to see if it speaks to this.

we are currently reviewing a set of draft bylaws for our organization (a condominium corporation), and one of the board members submitted this suggestion for our consideration informally by email: "I would like to include enacting a resolution via e-mail when it is endorsed by a majority of the board" This was in response to the suggestion in a draft bylaw prepared by our lawyer indicating that written resolutions of the board need unanimity to pass. I had understood that unanimity was a reasonable requirement to avoid problems should a decision be taken without the participation of any member of the board, who might otherwise object after the fact. Would such a suggestion as this, and via e-mail, be in violation of some principle of RONR?

there was very little discussion here of the seconder having any involvement in the process of withdrawing a motion. I do not see the point of this. the seconder does not take ownership of the motion by seconding it. the only purpose of seconding a motion is to allow it to be considered. There is no requirement for the seconder to even be in agreement with the motion, just in agreement with the idea that it should be considered. If the situation is such that the mover of the motion is allowed to withdraw it without the agreement of the assembly, that right is his, not that of the seconder. if the mover does withdraw the motion, then there is no pending motion for anyone else to withdraw, including the seconder. And there would be no need to withdraw his seconding of the motion one it has been withdrawn. That said, if a person seconds a motion and then immediately regrets having done so, It may be valid for them to withdraw his seconding of it

This question is not specifically about rules of order, I just think that some people in this forum would have had significant experience in interpreting bylaws, and be likely to help us resolve the ambituity. My question is: how would the following bylaw be understood based on related practice and common English usage? "The Society’s books, accounts and records shall be audited at least once each year by a duly qualified accountant or by two members of the Society appointed for that purpose at the AGM." There currently are differences of opinion on whether or not this wording implied that, like the "two members of the Society", the "duly qualified accountant" needed to be appointed by the society. We cannot determine what the intention was when this bylaw was first adopted. in favour of assuming YES: This might be less likely to result in dissention than a professional auditor being appointed by the board, as some members might feel their input was required. In favour of assuming NO: two members of the Society are not members because of their accounting abilities, so appointing them at the AGM spreads the liability of them not doing a good job of the audit beyond just the board. The liability of a professional accountant doing an incompetent job would be covered by their professional association and related insurance. It seems unlikely that the appointment of a professional accountant by the board would be necessary from a liability standpoint. And a follow-up question: what wording of the bylaw in question would make either option (YES or NO) acceptably unambiguous? Thanks in advance for any comments, and please let me know if this is perhaps somewhat out of the scope of questions for this forume.

In a facebook discussion someone said that "when a motion is passed in a board meeting it then becomes a resolution of the board". someone else suggested that "resolution" is the term used when a decision is necessarily made outside of a meeting and then ratified as a board resolution at a properly convened board meeting. I have never heard of the first statement, but found it in a google search. Does Robert's speak at all to board resolutions? In most of the organizations I have been in, board meeting business was conducted using only motions, while resolutions were how AGM business was conducted. What I get from a quick review of Robert's is that the differences between them are: a motion need not be submitted in writing; resolutions normally deal with more complex and contentious or significant issues; motions propose actions, while resolutions can also be used to state a principle of the (board or) organization. Is that correct, or are there other distinctions or standards of what types of business need one vs the other.

Thanks. Yes, being unable to nominate anyone for vacant positions is something to be avoided. Our nominating committee reviews eligibility before allowing a nomination. Agreed that, in a sense, the problem doesn't exist. Agreed that the time it takes to ask for further nominations is not an issue. Our AGMs are very brief, so having to add a name to the ballots (or create ballots in the event that none of the positions is being contested) is what will be the problem.

I did not intend to imply that "how the board feels about it" would trump how the members might object to no nominations from the floor, which is why I asked about bylaws and/or special rules of order. I agree that calling for nominations takes very little time. Preparing ballots to add the new nominee should one someone nominate oneself is the issue.

Our practice has generally been to collect nominations by a deadline before the AGM. We do not often have more nominations than available positions. We have called for nominations from the floor at some previous AGMs, but I do not recall ever getting any. In a discussion about this I suggested that since RONR allows for nominations from the floor, we could probably not rule an attempt to do such a nomination out of order. Given that the board feels it would be reasonable, and acceptable to the members, to disallow nominations from the floor, what is the most appropriate way for this to be done, in the bylaws or in a special rule of order? Also, what are the main reasons for not making such a change? Note that our nominating committee puts out notices encouraging members to consider putting their names forward to serve on the board, and giving the deadline for submitting such nominations in advance.

Quite right. What I meant to say is that our members (elected officials included) tend not to behave in a political manner (for example, by taking extreme measures to acquire a board position), possibly because the effects of decisions made by our board tend to be non contentious. That said, I will suggest in our discussions on this that our bylaws should withstand cultural changes in our membership.

Thanks, that makes sense - I expected something along those lines. it still seems to me a bit unfortunate that the rationale is not included in RONR. I'll share your comments with those in the discussion. Our organization is not very (read: not at all) political in nature. And there is an ongoing expectation of ongoing board turnover. We are an arts based organization wanting to be open to new ideas, so are always on the lookout for "new blood", so to speak.

Thanks much. I also found that that is where it states the president should definitely not appoint the nominating committee or be a member of it. I submitted a new topic asking for the rationale for this restriction. Hoping you will answer either here or there....

in RONR edition 11, in the sample bylaws section it states under "Article VII - Committees" that the president "shall be an ex officio member of all committees except the nominating committee and any disciplinary committee. I had thought that anyone running for office was not allowed to be on the committee, but elsewhere in the forum I found otherwise, as RONR says that the loss of the right to run for office would be a significant deterrent to joining the committee. Are not these two rules somewhat in conflict? But more to my point, what is the rationale for the president's ineligibility for membership in a nominating committee, and where is this explained in the rules? In our organization, we have a "governance" committee (of which the president is an ex officio member), and one of the duties assigned it is to perform the work of a nominating committee. When I explained what I found in our 11th edition, it was suggested that our bylaws could say different, and allow the president to be on the committee. Other than suggesting that the wording on this in RONR seemed quite definite, I was unable to give any explanation as to why this should be the case.

A good question. The presiding officer is obliged to determine whether or not a quorum is present. If it is determined to have been lost, the presiding officer so rules and the meeting is adjourned. The loss of quorum is not retroactive to before the point at which it has been determined. From RONR edition 11 page 349 line 21: "because of the difficulty likely to be encountered in determining exactly how long the meeting has been without a quorum in such cases, a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof ..." the presiding officer can rule otherwise, subject to appeal.

Interesting. If this is not new to RONR, do you know where I can find it in the 11th edition?

I agree the wording is confusing, as is the intent of the statement that concerned you. Some might assume that it means that the rules apply only to the XXX party and no other party. One also wonders how it would affect those rules present that happen to be inclusive in nature rather than exclusive. 😉