Shmuel Gerber

On 7/24/2023 at 12:29 PM, Gary Novosielski said:

the value in getting approval a week or two sooner is de minimus

I disagree.

Although it may be de minimis.

On 7/19/2023 at 9:13 PM, Gary Novosielski said:

On 7/19/2023 at 3:37 AM, Gregory Carlson said:

Bylaw amendment proposal:  "At a meeting, for a vote that requires 70% or more of the entire membership, an absent member's vote counts as a yes."

The wording is faulty on the face of it since "an absent member's vote" is a fiction.  Absent members do not vote, so you are fabricating votes that were not cast. I'm not sure exactly what else that violates, but it violates reason.  It seems like an attempt to mimic the common misconception that an abstention counts as a No vote, when the threshold is a certain fraction of those present. 

I agree. The wording is nonsensical.

On 7/19/2023 at 10:54 PM, Virgil said:

All,

I need help with this one; I have 2 years left on a 3 year term as an HOA Board Director. Again, I find myself in the minority because we have a fractured board of 5-4. The newly elected President insists on using Robert's Rules for Dummies. Last year, the board approved using RONR NR 12th. The Executive Secretary even had a copy of it and referred to it frequently. I vehemently disagree using Robert's Rules for Dummies instead of RONR. It seems like we are going backwards without using the "Official" resource/book.

Question: How do I convince the Board to accept using the official book? Any ideas would be greatly appreciated,

Sincerely,

Virgil

Tell the board members to read the introduction to Robert's Rules for Dummies:

"When you need to make a point in a meeting, be prepared to cite the real Robert’s Rules. That is, Robert’s Rules of Order Newly Revised (12th edition) Whatever you do, please don’t go waving my book around to your presiding officer unless your bylaws say that your parliamentary authority is Jennings’s Robert’s Rules For Dummies (which they should not!). Of course, I’m delighted that you’ve bought this book, but it’s not a parliamentary authority. It’s a book about one."

On 7/17/2023 at 8:27 PM, Gary Novosielski said:

From the tags, we learn that this question is related to, inter alia, buildings and fish.

Not anymore. 

On 7/18/2023 at 1:22 PM, Guest Theresa said:

What constitutes a quorum?  For example if our committee has 50 voting members, how many do we need to have a quorum?

"The quorum in a committee is a majority of its membership unless the assembly has prescribed a different quorum" (RONR 50:21)

To get a majority of 50, you would need 26.

On 7/16/2023 at 1:50 PM, Guest jp_bayarea said:

My understanding is that the BOD could have some Yay and Nay votes in their decision.  The unanimous consent part is that, even if the vote is not unanimous (4 yay - 3 nay for example), that every member of the BOD agrees with the outcome of the decision (7 yay).

Unanimous consent -- whether as described in RONR for during a meeting, or as described in the statute you quoted -- is an alternative to the taking of a formal vote in a meeting. So there would not be any yeas or nays involved.

If any board member objects to unanimous consent, then there is not unanimous consent at that time. 

On 6/27/2023 at 11:41 PM, Karen Evans said:

The VP of our group has resigned in the middle of his term and our bylaws state that the executive committee shall appoint someone to fill the vacancy, with input from the nominating committee. With the absence of the VP, that leaves four remaining executive committee members. If the vote for the VP appointment ends in a tie, what happens? Do they discuss then vote again, hoping it's not tied a second time, or is that nominee removed from consideration? The bylaws are silent on this issue and RR are mentioned as governing whatever isn't specifically in the bylaws.

What do the bylaws say exactly? And how many names did the nominating committee submit?

On 6/29/2023 at 10:21 AM, Atul Kapur said:

And, while it doesn't matter to the parliamentary question, immediately fire the "mathematician" who is trying to tell you that 66.2 rounds to 67 rather than to 66.

May as well round up to 100% and make it unanimous. 

Interesting. And they both came with cream-colored dust jackets and sold in the USA? 

I can tell you that the initial print run was with the maroon cover. There's also a deluxe hardcover edition with dark brown covers, gold-edged pages, and a ribbon marker. I don't know about the black-covered version.

If you get a response from the publisher, I'd be interested to know what it is. 

This is the first I'm hearing of this. Can you please post photos? 

On 6/20/2023 at 2:04 PM, Josh Martin said:

In the circumstances described, it seems like two years later is "as soon as possible."

However, I don't think it would make much sense to complete the previous election at the next convention. It would be better to simply hold the election scheduled for that convention. 

On 6/18/2023 at 3:51 PM, Joshua Katz said:

Putting the same item of business on the agenda would obligate the assembly to take it up, regardless of whether it has been removed from the table. So I would say it may not be placed on the agenda. 

But taking the item from the table could be placed on the agenda. Even if there is no agenda being submitted for adoption, it would be helpful for the chair to have it noted on his own order of business that the bylaw amendment lies on the table and may be taken from the table. 

And I would say that further notice is not required, but if a call to meeting is sent out, it would be helpful for the matter that lies on the table to be noted there as well. 

On 6/18/2023 at 5:02 PM, Rob Elsman said:

It is almost certain that the motion, Lay on the Table, was not in order, and the chair should have so ruled.

It is also very likely that this body should not be using an agenda.

It would be best, I think, for this body not to have anything more to do with either of them. Just drop them and forget about them.

And yet Robert's Rules devotes many words to the topics of items laid on the table as well as agendas. Curious. 

On 6/16/2023 at 8:05 AM, Drake Savory said:

Are you claiming that if the problem is lack of members (e.g. quorum is 30 members but there are only 23 members and there must be a quorum to accept new members) then the rules of quorum do not apply? 

No, but I am claiming that in such a situation the quorum requirement may be suspended, by a two-thirds vote, if every member is present.

The rule requiring a quorum to be present in order for an assembly to transact business is in the nature of a rule of order. The relevant rule about suspending the quorum requirement is stated in 25:10:      "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.*

"*An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present."

On 6/13/2023 at 2:26 PM, Gary Novosielski said:

Maybe, but then again I have never been able to a quorum, so there's that.

I hope it's not because you don't have enough remaining members.

On 6/15/2023 at 5:38 PM, Tomm said:

9:24 says, "An executive session in general parliamentary usage has come to mean any meeting of a deliberative assembly, or portion of a meeting, at which the proceedings are secret."

And 50:1 says, "Unlike a board, a committee is not itself considered to be a form of assembly."

Question: Can a Standing or Ad Hoc Committee who can only report to the board hold a meeting in executive session? 

Yes:

"9:25    Attendance at an Executive Session or Other Closed Session. Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. When it is desired to similarly restrict attendance at a particular meeting without imposing any obligation of secrecy (or to remove a previously imposed restriction on attendance), this may also be done by majority vote (see also 61:6–7)."

On 6/16/2023 at 12:09 AM, TomL said:

Thanks for your reply. To answer your question, it is the newly created ad-hoc committee that wants to send out the survey, the golf committee is the standing committee. The golf committee at their last meeting wanted to shut the survey down claiming that the survey must go through their committee before it can be sent out.

The golf committee may (or may not) have a valid claim that it was improper for the board to have empowered this ad hoc committee, but I believe the problem would ultimately have to be resolved by the board. (I am assuming that the golf committee is subordinate to the board, but perhaps that is an incorrect assumption.)

I agree that a motion that was put to a vote but didn't receive any votes — that is, it received neither any votes in the affirmative nor any in the negative — should be declared rejected, but there are many anomalies involved. I think some reasonableness is needed here and simply trying to analyze the rules as stated in the book may not be sufficient.

- Strictly by definition, although a majority vote (more than half the votes cast) in the affirmative has not been obtained, a two-thirds vote (at least two-thirds of the votes cast) in the affirmative has been obtained.

- The noes would seem to have prevailed — but there weren't any noes! And certainly no one voted on the prevailing side, because no one voted on any side. But given all that is said in 37:10(a), I would tend to agree with Mr. Martin that every member — or actually, every member who was present at the time the vote was conducted — is eligible to move to Reconsider:

The motion to Reconsider can be made only by a member who voted with the prevailing side. In other words, a reconsideration can be moved only by one who voted aye if the motion involved was adopted, or no if the motion was lost. (In standing and special committees, however, the motion to Reconsider can be made by any member who did not vote on the losing side—including one who did not vote at all.) It should be noted that it is possible for a minority to be the prevailing side if a motion requiring a two-thirds vote for adoption is lost.
A member who voted by ballot may make the motion if he is willing to waive the secrecy of his ballot. If the motion to be reconsidered was adopted by unanimous consent, all the members present at the time of the adoption are in the same position as if they had voted on the prevailing side and qualify to move to reconsider. Similarly, if a motion was lost but the negative vote was not taken because it was intrinsically irrelevant (see 44:9(a)), the members present at the time who did not vote in favor qualify to move to reconsider.
This requirement for making the motion to Reconsider is a protection against its dilatory use by a defeated minority—especially when the motion is debatable (see Standard Characteristic 5, above) and the minority is large enough to prevent adoption of the Previous Question (16). When a member who cannot move a reconsideration believes there are valid reasons for one, he should try, if there is time or opportunity, to persuade someone who voted with the prevailing side to make such a motion. Otherwise, he can obtain the floor while no business is pending and briefly state his reasons for hoping that a reconsideration will be moved, provided that this does not run into debate; or, if necessary while business is pending, he can request permission to state such reasons (see Request for Any Other Privilege, 33:22).

On 6/15/2023 at 9:15 PM, TomL said:

I live in a bundled golf community. Our Master Board consists of 9 elected members. Outside of the President, most members are the chairperson of a standing committee.

Recently, an ad-hoc committee was established by the President, voted on by the board, and is chaired by a Master Board member, to study the results of some changes to our tee time system. This committee developed a survey that they wish to send to the membership of the community. The golf committee chair claims that the Golf Committee has the right to refuse to send the survey out. 

The question is, can one committee override another committee? I can understand if it was created as a sub-committee of the golf committee, but in this case it was not. 

  Thanks,

      Tom

According to Robert's Rules, "A special committee may not be appointed to perform a task that falls within the assigned function of an existing standing committee." RONR (12th ed.) 50:10. Assuming there is nothing in your bylaws or applicable state or local law about the powers of committees, any conflict between committee functions should be resolved in favor of the standing committee — although presumably it would be up to the board to make this determination rather than the committee chairs. Each committee of the board should follow whatever instructions it receives from the board.

However, it's not clear to me which committee in this scenario is trying to override the other. If the Golf Committee is the one that would send out the survey, why would it would take instructions from a different committee? Even if the Golf Committee were not in charge of this area, that doesn't mean a different committee can issue instructions to the Golf Committee.

On 6/15/2023 at 8:59 PM, Wright Stuff said:

The question was, "Does a person who is serving as Vice Chair remain in that office until such time as his
successor is elected, even if his two-year term has expired?" They answered "yes" since the bylaws say, "The convention shall elect a Chair and Vice Chair who shall serve for a term of two years or until their successors are elected."

The answer is the same under RONR. Even the paragraph you cited acknowledges this:

"46:45    If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office."

On 6/15/2023 at 8:59 PM, Wright Stuff said:

Our bylaws say that "The current edition of Robert's Rules of Order Newly Revised shall govern all proceedings, except when inconsistent with these bylaws or convention rules properly adopted." … I was informed in no uncertain terms that RONR applies only to the conducting of meetings.

This language in the bylaws is not the wording recommended in RONR for adoption of a parliamentary authority, but it seems to me that "all proceedings" is a  much broader term than "the conduct of meetings", and so RONR should at least have some persuasive value in interpreting the bylaws in general.

On 6/13/2023 at 12:35 PM, Rob Elsman said:

Is there something defective about this sentence?

There is definitely at least one thing defective about that sentence. 🙂

For starters, it should say, "If the reason you can't obtain a quorum ..." 

On 6/13/2023 at 11:00 AM, Gary Novosielski said:

Regarding Footnotes to Chapter VIII, Note 15 says: 

15. See 30:3(2)n14, which also applies to these motions.

However there is no call to a footnote 14 in §30 at all.  The call to footnote 14, assuming the chapter is correct, occurs in 31:1.  

It should refer to note 13.

See https://robertsrules.forumflash.com/topic/36235-i-think-i-have-found-something-in-ronr-12th/

On 6/12/2023 at 3:57 PM, J. J. said:

Applicable incidental motions yield to the privileged motion to Adjourn.  The Parliamentary Inquiry, "What happens to these other motions if we adopt the motion to Adjourn," would be applicable, IMO.

I think you meant that the privileged motion to Adjourn yields to applicable incidental motions:

"21:6    The privileged motion to Adjourn: … 1. … yields to any applicable incidental motions that may arise and that must be disposed of before the motion to Adjourn is voted on; but an incidental motion that can wait may not be entertained after a motion to Adjourn has been made."

On 6/12/2023 at 7:24 PM, Guest mkerv66 said:

We lost some members through attrition and now we can't get enough members to a meeting to adjust our bylaws for the new lower number of members. How are we supposed to change this if we don't have a quorum to change them?

If the reason you can't obtain a quorum is that the quorum is higher than the total number of remaining members, then if you can get every remaining member to attend a meeting, the rules can be suspended in order to conduct business without a quorum and amend the bylaws.

If the reason you can't obtain a quorum is that not enough of the remaining members are interested in attending, then try harder to get them to attend. 🙂

On 6/8/2023 at 2:53 PM, Guest GuestAlex said:

If, in the course of that investigation, other offenses related to the activity being investigated are discovered, are they to be ignored? 

If the investigation finds that a member has violated facility rules, then whatever procedure exists for enforcing facility rules should be followed.