Shmuel Gerber

On 2/22/2023 at 1:38 AM, Gary Novosielski said:

All that's needed is language like "Whenever the number of nominees for an office exceeds the number to be elected, the election shall be held by ballot vote."

I like this. 

On 2/21/2023 at 3:25 PM, Guest RW Johnson said:

How should be Bylaws be worded?

They could say something like "All officer elections must take place by ballot vote except for any offices to which only one candidate has been nominated."

On 2/20/2023 at 7:05 PM, Tomm said:

"All meetings of the Board and the Exchanges, excluding Executive Sessions and Informational Meetings, shall be open and video recorded. Member comments at Board Meetings will be limited to posted motions."

The member's comments may inform the board whether a motion should be made or seconded in the first place. So I don't see comments on a motion that doesn't get seconded as having been a waste of time. The comments may have persuaded the board members that the motion is unworthy of consideration. On the other hand, if non-board members are prevented from commenting on posted motions that are not made or seconded, they will have no opportunity (within the meeting) to persuade the board members that the motion should be made and seconded.

It seems to me the current procedure is working as intended.

On 2/21/2023 at 10:27 AM, Weldon Merritt said:

Either way, you would use a form of the motion to Amend or Rescind Something Previously Adopted.

You have the names mixed up a bit.

"35:1    By means of the motions to Rescind and to Amend Something Previously Adopted—which are two forms of one incidental main motion governed by identical rules—the assembly can change an action previously taken or ordered. Rescind—also known as Repeal or Annul—is the motion by which a previous action or order can be canceled or countermanded. The effect of Rescind is to strike out an entire main motion, resolution, order, or rule that has been adopted at some previous time. Amend Something Previously Adopted is the motion that can be used if it is desired to change only a part of the text, or to substitute a different version."

On 2/21/2023 at 10:39 AM, Guest *****@*****.tld said:

Can the Chairman / President close a meeting without a motion to close?

RONR (12th ed.) has two full paragraphs on this subject (21:14–15), which state in part:

"Cases Where the Assembly Can Adjourn Without a Motion. If an hour for adjourning a meeting within a convention or other session of more than one meeting has been scheduled—either in an agenda or program or by the adoption of a motion setting a time—no motion to adjourn is necessary when that hour arrives. …
"When it appears that there is no further business in a meeting of an ordinary local society that normally goes through a complete order of business at each regular meeting, the chair, instead of waiting or calling for a motion to adjourn, can ask, “Is there any further business?” If there is no response, the chair can then say, “Since there is no further business, the meeting is adjourned.”"

In addition: "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." (8:10)

Also, if none of the above conditions apply, then as with most any action at a meeting, the assembly can decide to adjourn by  the normal method for action by unanimous consent:

"To obtain unanimous consent … , the chair states that “If there is no objection… [or, “Without objection…”],” the action that he mentions will be taken; or he may ask, “Is there any objection to…?” He then pauses, and if no member calls out, “I object,” the chair announces that, “Since there is no objection…,” the action is decided upon." (4:59)

On 2/21/2023 at 12:05 PM, Guest RW Johnson said:

I am helping to amend the Bylaws and my organization and have a quick question. What is the best phrase for the Chair to state that all unopposed candidates are elected?

Are you asking about what the bylaws should say, or a general question that has nothing to do with amending the bylaws?

Thank you, Jim, for noting the date and this interesting comparison.

I think that to be accurate, it should be noted that the 176 pages of the first edition included the front and back matter. Therefore, the comparable page count for RONR 12 is actually 816 pages! (A factor of 4 times the original.)

On 2/16/2023 at 11:17 AM, Gregory Carlson said:

Oh okay thanks, so should it say: "But whenever any member requests that a document that is not before the assembly be read"?

No. Here is the entire 33:21:

"The foregoing paragraph applies only to papers or documents that are not before the assembly for action. When any paper is laid before the assembly for action, it is a right of every member that it be read once; and, if there is any debate or amendment, that it be read again before members are asked to vote on it. Except as just stated, no member has the right to have anything read without permission of the assembly. But whenever any member requests that a document that is before the assembly be read—obviously for information and not for delay—and no one objects, the chair normally should direct that it be read. If there is an objection, a majority vote is required to order that it be read. If a member was absent from the hall when the paper under consideration was read—even though absent on duty—he cannot insist on its being read again; in this case, the convenience of the assembly is more important than that of a single member."

The sentence "If there is an objection, a majority vote is required to order that it be read." applies, even when a paper is before the assembly for action, except when it is the right of every member to have it read as stated in the second sentence. 

You left out the sentence "Except as just stated, no member has the right to have anything read without permission of the assembly." That is what the majority vote requirement refers to. 

See RONR (12th ed.) 41:61–63.

On 2/3/2023 at 10:27 AM, Guest Alician Pearce said:

I am updating my Non-profits By-Laws, and my committee has found numerous spelling errors. Do these need to go to the general membership to be voted on? Or can spelling changes just be made? We do not have a sitting Parliamentarian for our Non-profit, hence the question. Thank you.

How did the errors get into the bylaws document to begin with?

If the organization actually adopted the misspelled version, then the organization needs to agree to any corrections.

But if the errors got there because someone did a bad job of retyping bylaws that had already been adopted, then I think the secretary could correct the errors (i.e., by restoring the originally adopted spelling found on an earlier correct copy), although it might be a good idea to obtain authorization from the membership to do so. 

On 2/2/2023 at 9:27 AM, Rob Elsman said:

The acid test that reliably dintinguishes a brief, factual explanation from a speech in debate is whether the remarks delve into the merits of the motion, especially with an eye to persuading the members to vote one way or another, based on the merits of the motion.

So does stating that a member wants to extend the meeting until 10:30 so we can  complete the next agenda item count as debate or not?

I think your entire acid test devolves to the meaning of "delve into," because clearly the purpose of making these brief remarks is to persuade members that they should vote for the motion on its merits. 

This thread (started in 2013) is getting to be only slightly less old than the practice of casting a ballot on behalf of the assembly. It's still a good read, though. 

Do you have a question about this in relation to parliamentary procedure? 

On 1/16/2023 at 12:09 PM, Dan Honemann said:

Well, the same rule applies with respect to the adoption of a special rule of order.  I think it has to do with the fact that notice has been given, which is also the case with respect to business to be transacted at a special meeting.

But at a special meeting, any motion relating to the purpose of the meeting can be considered; it doesn't have to be a particular motion for which notice is given. A motion to Reconsider might be made, for example, for the purpose of offering an amendment to an adopted motion, or for the purpose of considering again one alternative that was defeated earlier in the meeting, after the assembly is unable come to agreement on any other alternative. 

On 1/16/2023 at 10:37 AM, Dan Honemann said:

So I gather you do not agree with my suggestion that, in instances such as we have here, motions to Reconsider are not in order at all for the same reason that affirmative votes on motions to Rescind and to Amend Something Previously Adopted cannot be reconsidered.

You gather correctly. 🙂

I don't know if I understand your reasoning, but in any event that rule you refer to is a very specific one, and I don't think it is easily extended even to other cases where the same or similar reasons might apply. 

On 1/16/2023 at 10:01 AM, J. J. said:

Is this not an argument against having the motion reconsider and enter on the minutes exist at all? 

As designed, REM exists to protect against "an unrepresentative attendance" from acting against the wishes of the "majority of a society's or a convention's membership."  It says that, even if a quorum is present, this rule exists to protect a broader group of members (37:46).  

I agree. The existence of the motion acts as a sort of extra quorum or extra notice requirement, which is why I think its effect cannot be suspended by a two-thirds vote. I am having trouble seeing how the fact that a quorum exists or that notice of the meeting or of the main motion has already been given would change how the motion to Reconsider and Enter works. If the rule preventing taking up the motion the same day could be suspended by a two-thirds vote, the protection afforded by the rule would essentially be lost in many cases. 

On 1/15/2023 at 6:55 PM, Dan Honemann said:

I agree.  It's just that the fact that the rule in 37:46 is a rule that can be suspended is more glaringly apparent in this instance.

Suspended how, and by what vote? The rule allows any member* (with the help of a seconder if required) to delay the final vote to another day, so wouldn't that member's consent be necessary to suspend the rule? 

*who voted with the prevailing side 

On 1/15/2023 at 4:47 PM, Dan Honemann said:

The only business that can be conducted at a special meeting is that which has been specified in the call of the meeting.  So now, what right of absentees is being violated here?

I don't understand how the fact that this is a special meeting is relevant. There could still be members absent who would want the opportunity to affect the result by attending on another day if they knew that an unrepresentative number of members are present on this day. 

The rules relating to a quorum apply equally to a special meeting as to a regular meeting, so I would think the rules relating to Reconsider and Enter on the Minutes apply equally to a special meeting as to a regular meeting as well. 

On 1/14/2023 at 8:33 PM, J. J. said:

On the other hand, if the meeting had to take place within 45 days, and the society delays it so that the meeting takes place after 60 days' notice, I do not see a continuing breach.

The fact of whether it is a continuing breach is not relevant. There's at least some point at which it will be timely to raise a point of order that the meeting is invalid because it was not held within the time frame specified in the bylaws, and in resolving that point of order the question of absentee rights versus other rights will have no bearing. 

On 1/14/2023 at 8:01 PM, Caryn Ann Harlos said:

The rendering of another absurd.  Nullifying notice is absurd as it would create a continuing breach where the other would not.

This is circular reasoning. As Mr. Martin has noted, if the 60-day notice provision is inoperable because a different provision of the bylaws applies to the case, then there is no breach of the bylaws at all -- let alone a continuing breach.

The principle of interpretation you are stating, that a provision of the bylaws that embodies what would be a right protecting absentees must prevail over all other conflicting provisions, seems to be something of your own invention.

P.S. In general it would be helpful to quote at least part of the reply that you are replying to. 

On 1/14/2023 at 5:43 PM, Caryn Ann Harlos said:

There is a conflict and the higher order of rights, protecting absentees, and the constituent units, must prevail. 

Which principle of interpretation does this statement accord with? 

On 1/9/2023 at 7:18 PM, Rob Elsman said:

Nooneactuallythinksaseriesofamendmentswillnitbeseparatedbyablankspace.

I was wondering how long until somebody filled the blanks. 😀

On 1/9/2023 at 6:54 PM, Rob Elsman said:

No, the demand by one member is for a separate vote on one amendment of a series offered under one motion.

The motion to divide a question requires a majority vote for adoption.

If you are making a (relevant) point, I am hard-pressed to figure out what it is. How do you explain this paragraph: "27:2      There are also certain motions which must be divided on the demand of a single member, in which case a formal motion to divide is not used (see 27:10–11). The eight characteristics below apply only to the incidental motion for Division of a Question."

On 1/9/2023 at 6:40 PM, Rob Elsman said:

The demand by a single member for a separate vote on one of a series of amendments offered under one motion is not the incidental motion, Division of a Question, which requires a majority vote for adoption. See RONR (12th Ed.) 27:3, item 7.

That doesn't change the fact that the member is demanding that the question be divided.