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Shmuel Gerber

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Posts posted by Shmuel Gerber


  1. 40 minutes ago, Guest Thomas Haeberle said:

    Our club president states that Board members do not debate the finer details of a committee proposal at a full board meeting. Is this statement true?

    There's no such rule in RONR.

    42 minutes ago, Guest Thomas Haeberle said:

    also, can a board member who served on a committee, vote against the proposal submitted by that very committee?

    Yes.


  2. 23 minutes ago, Mary Ellen Jones said:

    Thank you for the quick reply.  I left my RONR at the office and am not supposed to go in!

    RONR does not specifically address this question.

    It says that members have the right to examine reports received from boards or committees that are placed on file, as well as the record books of the secretary containing the bylaws, special rules of order, standing rules, and minutes.


  3. 8 minutes ago, Joshua Katz said:

    Is the argument that this is not a sudden emergency? It certainly affects the safety of those present.

    I think it is abundantly clear from the quoted passages that the chair does not have any special power to make a decision as to what constitutes an emergency, but only to make that decision when the assembly itself has no time to do so because of the emergencyIf the members have gathered fully aware of the nature of the emergency, the chair, under the rules in RONR, can't simply decide to adjourn the meeting because he thinks he knows better than the assembly.

    12 minutes ago, Joshua Katz said:

    In any case, I'm trying to think of fair solutions that do not involve giving voting power to those who ignore public health instructions. Maybe there aren't any great answers, but this is the stretch I came up with.

    As has been noted in other threads, there may be times when people find it necessary to break the rules, or to exercise powers that nobody gave them. We can't stop them, and maybe sometimes we should encourage them, but what we should not do is pretend that RONR says something it doesn't say.


  4. 10 minutes ago, Joshua Katz said:

    In my view, in the presence of a true emergency, as is the case now, the chair should call the meeting to order and immediately use the rule in RONR that permits the chair to adjourn a meeting in the event of an emergency.

    But there is no such power given to the chair in RONR. What the book actually says is:

    “In the event of fire, riot, or other extreme emergency, if the chair believes taking time for a vote on adjourning would be dangerous to those present, he should declare the meeting adjourned—to a suitable time and place for an adjourned meeting (if he is able), or to meet at the call of the chair.” (p. 86, emphasis added)

    “It is the duty of the presiding officer of an assembly: … To declare the meeting adjourned … at any time in the event of a sudden emergency affecting the safety of those present.” (pp.449-450, emphasis added)


  5. 1 minute ago, Joshua Katz said:

    Thank you for putting this together.

    You're welcome. But I thought your idea was that it should be a joint effort, so why don't you join? 🙂

    You could add a Q&A with a link to other forum responses, or quoting them, or repeating your own answer. I've seen some good answers in other recent topics, and even some entire topics that are probably worth reading by anyone who has questions on the subject.


  6. Question 6: What other resources do the members of the forum recommend?

    Answer (part 1):

    For those who own the CD-ROM edition of RONR, bonus materials include a document titled "Sample Rules for Electronic Meetings", which includes background discussion and four sets of sample rules for various scenarios.

    Additional recommendations (again I emphasize that no one here takes responsibility for the correctness of outside sources):

    Here are some recent posts by Jim Slaughter, PRP, at his blog http://lawfirmcarolinas.com/blog/ 

    "The Coronavirus, Flu, and HOA/Condo Association Meetings"

    Let’s Have Our Meeting or Convention Online!

    Other members of the forum may wish to post additional recommendations below.


  7. Answer to Question 5, continued again:

    To: NAP Association and Unit Leaders

    From: Timothy Wynn, PRP, NAP National Parliamentarian

    Date: March 14, 2020

    The following guidelines apply for units and associations that wish to meet electronically in lieu of in-person meetings:

    OPTION #1. Bylaws authorize electronic meetings.
    If the organization’s bylaws currently authorize the holding of meetings via electronic means, the organization should consult the specific language of the bylaw provision to determine what is necessary to call and hold a meeting via electronic means. (If your bylaws authorize members to participate in an in-person meeting via electronic means, but do not authorize the meeting itself to be held entirely via electronic means, see OPTION #2.)

    OPTION #2. Bylaws authorize absent members to participate via electronic means, but do not authorize the meeting itself to be held entirely via electronic means.
    There is a difference between an electronic meeting and electronic participation in an in-person meeting. If the organization’s bylaws are worded so as to require in-person meetings, but also authorize members to participate in those meetings via electronic means, the organization should check the quorum and location requirements to determine whether the meeting can be held at one member’s house with only one member in attendance, while other members attend via electronic means.

    OPTION #3. Informal electronic meeting without the transaction of business.
    Organizations whose bylaws do not authorize the holding of meetings via electronic means may hold an informal gathering of members via electronic means. At such a gathering, the transaction of business would NOT be in order, but the gathering could incorporate parliamentary workshops, Q&A sessions, and informal discussions. In such a gathering, if the members decided upon any business to undertake in the name of the organization, such action would NOT be the action of the organization unless it was later ratified at a meeting in accordance with the organization’s governing documents.

    OPTION #4. Bylaws authorize business to be transacted without a meeting.
    If the organization’s bylaws authorize business to be transacted without a meeting (e.g., by e-mail, by telephone, etc.), this is a way for the organization to tend to pressing affairs without meeting in person. Matters could be discussed informally as shown in OPTION #3 above, and the actual business could be transacted in the alternate form prescribed in the bylaws.

    OPTION #5. Meet electronically with NAP’s assistance. …

    Ultimately, the organization’s bylaws, special rules of order, and standing rules will determine which option is appropriate for it.


  8. Answer to Question 5, continued:

    “Recent developments regarding the spread of the coronavirus (COVID-19) has many unit and association leaders re-evaluating their meeting plans. Several of you have asked for NAP's guidance. 

    “Above all, your health and safety should be the first priority when deciding whether or not to attend an in-person meeting. Your unit or association should err on the side of caution and practice social distancing as advised by national health authorities. It may become necessary to cancel or postpone an in-person meeting. Or, you may opt to conduct meetings electronically. [See] below for information and guidance from NAP National Parliamentarian Timothy Wynn, PRP, on holding meetings by teleconference or other electronic means.

    “The Board and staff will continue to follow the guidance released by the Centers for Disease Control and Prevention (CDC) and other directives shared by the government agencies. Updates will be provided if any changes occur. Please continue to contact NAP headquarters … with your concerns.

    “Meanwhile, be vigilant, be safe, be careful, and continue to wash your hands.

    “Take care,

    “Darlene T. Allen, PRP
    President”


  9. Question 5: What other general guidance is being given about meeting electronically instead of holding an in-person meeting?

    Answer: Each organization will need to look to its own bylaws regarding the extent to which electronic meetings are a valid alternative to, or supplement to, in-person meetings, as well as for provisions regarding the possibility of rescheduling, canceling, or changing the location of a meeting.

    RONR itself does not provide any default rule regarding the cancellation of meetings — the implication being that once a meeting has been set by, or according to, the rules of the organization, it can be canceled only by operation of some specific provision in those rules.

    As an example of the guidance being given to one organization, the following two posts consist of excerpts from a letter recently sent by the president of the National Association of Parliamentarians highlighting the advice of @Tim Wynn, that organization's parliamentarian.


  10. Question 3: What about committee meetings?

    Answer: "Committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so. A committee that is not expressly established by the bylaws, however, may instead be authorized by a standing rule of the parent body or organization, or by the motion establishing the particular committee, to hold electronic meetings." [RONR (11th ed.), p. 98, ll. 22-28]


  11. Question 2: What about meetings of the membership of an organization?

    Answer: The same rule applies: Meetings of the membership can be held by conference call, or other electronic means, only if such meetings are authorized in the bylaws.

    RONR states as follows:

    “Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, … a single official gathering in one room or area—of the assembly of its members at which a quorum is present.

    “Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or "face-to-face") meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly … so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present.

    “If electronic meetings are to be authorized, it is advisable to adopt additional rules pertaining to their conduct.…” [RONR (11th ed.), p. 97, lines 9-32]


  12. Question 1: Can we hold our board meetings by conference telephone call? 
    Answer: “You may hold board meetings by conference telephone call only if your bylaws specifically authorize you to do so. If they do, such meetings must be conducted in such a way that all members participating can hear each other at the same time, and rules should be adopted to specify the equipment required to participate, as well as methods for seeking recognition, obtaining the floor, submitting motions in writing, determining the presence of a quorum, and taking and verifying votes.” [RONR In Brief, p. 122, Question 19; based on RONR (11th ed.), pp. 97–99] 


  13. As suggested, here is some discussion about electronic meetings that may be more sought-after than usual at this time.

    Members of the forum who would like to contribute to this FAQ by addressing additional questions, or by expanding upon an issue raised here, may add their own questions and answers (one Q&A per message, please) to this topic, or may post links to other recent topics in which related questions have been addressed.

    Visitors or members who have questions regarding a specific situation should please start a new topic with such questions.

    NOTICE: 

    This is a totally unofficial FAQ. Only the text of Robert's Rules of Order Newly Revised and Robert's Rules of Order Newly Revised In Brief (as well as the RONR Official Interpretations and FAQ sections of robertsrules.com, which is inoperable at the moment, and the bonus material on the CD-ROM edition of RONR) represent the official views of the RONR Authorship Team and the Robert's Rules Association.

    The fact that material is quoted or referred to here does not mean that the Robert's Rules Association or the authors of RONR, or any of them, endorse everything said therein, but simply that readers of the forum may find it useful and can post discussion about it for further clarification.

    Furthermore, readers of this FAQ need to understand that the answers given here to the questions presented are based upon the rules contained in Robert's Rules of Order Newly Revised (as best understood by those posting or quoted in the answers). Those rules govern only if there are no contrary provisions in any federal, state, or other law applicable to the society, or in the society's bylaws, or in any special rules of order that the society has adopted. This fact must always be kept in mind when reading any of the answers given.


  14. On 3/12/2020 at 11:12 AM, George Mervosh said:

    RONR contains no qualifications for being a teller.

    Well, they should be able to count. 🙂

    "The tellers should be chosen for accuracy and dependability, should have the confidence of the membership, and should not have a direct personal involvement in the question or in the result of the vote to an extent that they should refrain from voting under the principle stated on page 407. Often their position with regard to the issue involved is well known, however, and they are frequently chosen to protect the interests of each opposing side." RONR (11th ed ), p.414, lines 10-20.


  15. On 3/9/2020 at 11:26 AM, Atul Kapur said:

    However, interpreting the bylaws is something that only your organization can do. The way to do this is to get the presiding officer to rule on an interpretation before the election is held and, if you disagree, raise a point of order.

    The chair does not have power to make theoretical rulings. The proper way to get the organization to interpret the meaning of the bylaws on this issue is to act on it by moving to the fill the vacancy — for example, by making a motion "that Mr. Y be hereby elected as vice-president to fill the vacancy in that office caused by President X's resignation", or a motion "to proceed immediately to an election to fill the vacancy in the office of vice-president, with nominations being taken from the floor."

    If the chair believes that the election is not in order, he can then make a ruling to that effect. From this ruling, any member can take an Appeal which (if seconded) is voted on by the assembly.

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