Shmuel Gerber

Also: "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting." (RONR (12th ed.) 9:15) "Although the call of a special meeting must state the purpose of the meeting, it need not give the exact content of individual motions that will be considered. When a main motion related to business specified in the call of a special meeting is pending, it is as fully open to germane amendment as if it had been moved at a regular meeting." (9:16) "When a member has been assigned to offer a motion which a special meeting was called to consider, or an important prearranged main motion at any meeting, that member is entitled to prior recognition and no other members are permitted to intervene in an effort to offer another motion in competition." (42:13(1)) "In an organization that holds regular meetings at frequent intervals, such as weekly, monthly, or quarterly, the minutes of each regular or special meeting are normally read and approved at the beginning of the next regular meeting, immediately after the call to order and any opening ceremonies. A special meeting does not approve minutes of a previous session unless the meeting was called for that purpose, which is not ordinarily the case. In a session lasting longer than one day, the minutes of meetings held the preceding day are read and approved at the beginning of each day's business after the first." (48:9)

50:27 "When a committee is to make substantive recommendations or decisions on an important matter, it should give members of the society an opportunity to appear before it and present their views on the subject at a time scheduled by the committee. Such a meeting is usually called a hearing. During actual deliberations of the committee, only committee members have the right to be present."

Textualism has been defined as "The doctrine that the words of the governing text are of paramount concern and that what they fairly convey in their context is what the text means" (Black's Law Dictionary, 11th ed.). Since textualism is the only available known valid system of rules-interpretation that has even the possibility of being applied in a fair, logical, and objective manner, I don't think that being called "not a 'textualist'" should be taken as a compliment. 🙂 But being a textualist doesn't mean relying exclusively on the literal meaning of individual words. To take an example given by the late Justice Scalia, no one contends that the U.S. Congress can legally regulate the content of handwritten letters because the First Amendment's guarantee of free expression prohibits only "… abridging the freedom of speech, or of the press …" and a handwritten letter does not involve speaking or printed media. Being a textualist also doesn't mean that one should not avail oneself of reason. In this case, I don't agree that a textualist would necessarily claim that the bylaws demand that a mailed but non-postmarked submission received before the deadline be thrown out. If all one paid attention to were the actual words, one would conclude (absurdly) that the bylaws don't say anything at all about nominations that are postmarked after March 15th, and therefore there is no prohibition against accepting them. Logical reasoning is necessary to deduce that the granting of permission to accept nominations postmarked on or before the 15th implies the prohibition of accepting them afterward. The principle of interpretation involved is: "A prohibition or limitation prohibits everything greater than what is prohibited, or that goes beyond the limitation; but it permits what is less than the limitation, and also permits things of the same class that are not mentioned in the prohibition or limitation and that are not evidently improper" (RONR (12th ed.) 56:68(6)). By that same principle, Mr. Kapur and Messrs. Brown, Novosielski (père), and Martin have quite reasonably concluded, a fortiori and contra Mr. Elsman, that a mailed nomination received from the postal service before March 15th is of even greater acceptability than one postmarked by that date, and therefore the rule in the bylaws does not imply their exclusion. Put simply, the standard in the bylaws may not have been met, but it seems as though it has been exceeded. Furthermore, even supposing, for the sake of argument, that the bylaws specifically stated something like "Additional nominations of voting members in good standing may be made only by written petition addressed to the secretary and postmarked on or before March 15th", it seems quite reasonable to construe "postmarked on or before March 15th" as a general requirement, as Mr. Kapur says, of being entered into the custody of the postal system for delivery, with an independently applied verifiable indication of same, on or before that date — regardless of whether every envelope bears an actual "postmark" as defined by the USPS: "A postal imprint made on letters, flats, and parcels that shows the name of the Post Office that accepts custody of the mail, along with the two-letter state abbreviation and ZIP Code of the Post Office, and for some types of mail the date of mailing, and the time abbreviation a.m. or p.m. The postmark is generally applied, either by machine or hand, with cancellation or killer bars to indicate that the postage cannot be reused." (https://about.usps.com/publications/pub32/pub32_terms.htm) RONR (45:33) states, "Technical errors, like the misspelling of a word or name, do not make a vote illegal if the meaning of the ballot is clear." Just as voting is a basic right of membership, the making of nominations is a basic right concomitant to the basic rights of membership (see 1:4). So I think it would behoove the organization to apply a similar standard to a rule relating to the submission of nominations. That is, it should not be overly technical when there is no question as to whether the member actually submitted the nominations in the proper time and manner as required by the bylaws and there is no undue difficulty for the society in validating and processing them.

Wow. So it seems y'all do have access to a time machine after all. 🙂

can you answer the question that is being asked? Can you answer the question that is being asked? It is a bit outrageous that you post the copyrighted work of the Robert's Rules Association on the internet where anyone can download it at the same time as demanding help with particular problems in your organization. Is the political party sending around illicit PDFs of Robert's Rules to all the members, or is that something you obtained/created on your own? In any case, legal copies can be purchased via the sites linked at https://robertsrules.com/purchase/

If referring the matter to a committee would have the effect of preventing action on it, such as when the committee is instructed to report after it is too late to do anything, then the motion to commit is not in order. But it is not up to the chair to simply decide that the assembly must act immediately based on his own opinion.

The question is not necessarily what the ultimate goal is, but rather what each motion actually accomplishes. Rescinding a rule that prevents further nominations does not by itself reopen the nominations. Amend Something Previously Adopted *is* a main motion. But it is true that it can be applied to another main motion that was adopted earlier in the same session, as an exception to the general principle that the same or substantially the same question cannot be brought before the assembly again during that time.

And nothing in RONR would even suggest that they should abstain. "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. … "…The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which members generally are eligible, or should not vote when other members are included with him in a motion." RONR (12th ed.) 45:4–5

I've often seen questions on the forum referring to a director as a "board of director", but I still can't wrap my mind around how anyone who speaks English could make that mistake.

It depends on whether the chair has stated the question on the motion. Before a motion has been stated by the chair, it is the property of its mover, who can withdraw it or modify it without asking the consent of anyone. Thus, in the brief interval between the making of a motion and the time when the chair places it before the assembly by stating it, … another member can ask if the maker of the motion is willing to withdraw it or accept a change in it, which suggestion the maker can either accept or reject. In such a case the chair either announces, “The motion has been withdrawn,” or states the question on the modified motion. (RONR (12th ed.) 33:12, italics omitted) See also the answer to FAQ 8 at https://robertsrules.com/frequently-asked-questions/#faqs If the chair has already stated the question on the original motion (or if the maker of the motion refuses to modify it before it has been stated), and if there is any objection to a unanimous-consent request for the modification if such a request is made, or if no such request is made, then a member must obtain the floor during the debate, make a motion to amend (specifying exactly what change should be made, including its exact wording and placement within the original motion), and the motion to Amend requires a second. After being stated by the chair, the motion to Amend becomes the immediately pending motion, which is debated and voted on. After the amendment is voted on, the main motion (as amended, if the amendment was adopted) again becomes pending for further debate and a vote.

In other words, 🙂

Apparently the answers given so far remain unsatisfactory to some, so let me take a stab at this. In the event of a tie and the motion fails for lack of a majority in the affirmative, reconsideration is possible under the same conditions as it would be if the motion had failed for lack of a majority in the affirmative but the vote was not tied. In all such cases, members who voted in the negative are indeed members who voted on the prevailing side and are eligible to move to reconsider when having voted on the prevailing side determines such eligibility. (But only the voting body itself may actually "reconsider the motion", by adopting the motion to reconsider.) There are of course many reasons why reconsideration might not be possible in a given situation.

The answer to FAQ 1 at https://robertsrules.com/frequently-asked-questions/, which is also printed in RONR In Brief, states that the chair of an assembly (other than a small board) does not make motions. I don't know what handbook this person is referring to, but I think she may be correct that RONR itself does not explicitly say that the president cannot make or second motions. However, there are number of indications that in bodies other than committees and small boards, it is improper under the rules for the president to do so while presiding. 3:9 "Customs of formality that are followed by the presiding officer and members under parliamentary procedure serve to maintain the chair’s necessary position of impartiality and help to preserve an objective and impersonal approach, especially when serious divisions of opinion arise." 43:29 "If the presiding officer is a member of the society, he has—as an individual—the same rights in debate as any other member; but the impartiality required of the chair in an assembly precludes his exercising these rights while he is presiding." 47:55 "A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote." 49:21 "Procedure in Small Boards. In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects: . . . "7) If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions. [footnote 4]" [4] "Informal discussion may be initiated by the chairman himself, which, in effect, enables the chairman to submit his own proposals without formally making a motion as described in 4:4–8 (although he has the right to make a motion if he wishes)." 50:25 "The informalities and modifications of the regular rules of parliamentary procedure listed in 49:21 for use in small boards are applicable during the meetings of all standing and special committees, unless the committee is otherwise instructed by the society . . . In committees, the chairman is usually the most active participant in the discussions and work of the committee."

Well, you could make a speech in debate under the existing limits, and conclude with a motion to limit debate, so that if the limit is adopted, only everyone after you will have less time to talk. 🙂 But that would probably seem to many members as even more unfair than including yourself in the limit. Another option is to offer a main motion to limit debate, as applied to the anticipated motion or to the meeting in general, before the original main motion that you're concerned with is made.

The minutes should be declared "approved as corrected", but the minutes should not indicate what those corrections were. The corrections are simply incorporated into the official set of minutes, and a corrected copy is distributed to the members. (However, if the secretary wishes to create a version of the minutes document, for the members' information, that also indicates what corrections have been made during the approval process or since the original draft was published, I don't see anything wrong with that.) 41:12 "The secretary’s draft of the minutes is often sent to all members in advance of the meeting at which those minutes are to be approved, usually with the meeting notice. When this has been done, it is presumed that the members have had an opportunity to review these draft minutes, and they are not read at the meeting unless a member requests it. Correction and approval, however, is handled in the usual way. A draft of the minutes circulated to members must be clearly marked as such. The secretary’s draft of the minutes, whether or not circulated before their approval, does not become the minutes—that is, the official record of the proceedings of the society—unless it is approved, and the minutes may be materially modified in the correction process. Only the secretary’s corrected version of the minutes is official in such a case." 48:14 "When the minutes are approved, the word Approved, with the secretary’s initials (or the signature of the chairman of the approving committee) and the date, should be written below them. If the minutes are approved with corrections, the secretary should prepare a fully corrected version and distribute copies to the members as well as placing it in the minute book. (As noted in 48:4(5) all such corrections should be incorporated in the minutes to which they pertain, and not in the minutes of the meeting making the corrections.)

One of the principles of interpretation of bylaws is that "A general statement or rule is always of less authority than a specific statement or rule and yields to it." (56:68(3)). The bylaw article on "Parliamentary Authority" is a general statement in the bylaws, whereas a rule in the bylaws in respect as to whether any board meeting must be open to all members of the community is a specific statement in the bylaws. Therefore, the latter would prevail even if RONR didn't specifically say so.

Before opining on this question, I would want to know whose rights or privileges are supposed to be protected by this rule.

Just to be nit-pickingly clear (but probably in a way that will not tend to benefit an injured brain), a three-fourths vote means at least three-fourths of the votes cast, not necessarily greater than. (Although the requirement here is "a three-fourths (3/4) vote of the Board of Directors", which is somewhat ambiguous and may mean something else.) The only reason to find the next whole number here is that it 3/4 of 6 happens to not be a whole number. (To take another example, 3/4 of 8 is 6, and 6 would be sufficient; you wouldn't need 7.) To state it in a generically extensible form, you could say, "The smallest whole number ≥4.5 is 5."

Alien life form. They made a whole TV series about it.

We really don't know anything about the requirements for this meeting. Do the bylaws (or applicable law) even authorize the meeting to take place by videoconference? What, if any, rules are in place for such a meeting? There could be many problems trying to use Zoom for balloting. However, anonymity of the ballots does not need to be one of them. It looks like it can be done using multiple questions on a poll, with the advanced polling feature that allows short answers. Here is a hastily constructed example, with two voters participating. One voter votes for Candidate A on question 1 and leaves question 2 blank. The other one votes for "Other" on question 1 and writes in Joe Shmoe for question 2. (So, unfortunately, the vote is tied and there is no winner in this example.) When the poll opens, the voters would see something like the first image, and when the voting is done the host would see something like the second image. (Also unfortunately, the host can see the results as they come in, which means he or she can either close the polls on time or try to delay their closing, depending on the running totals.) The polling report would show something like the third image. If all the voters correctly filled in the ballots (i.e., answered question 2 if and only if choosing "Other" for question 1), then the results should be able to be determined from the quick report, unless a write-in candidate won. If the ballots are not filled in correctly, then the full report would have to be scrutinized. In this example, you can quickly see from the second image that 2 ballots were submitted; that 1 vote (50%) was cast for Candidate A in question 1; that 1 vote (50%) was cast for Other in question 1; and that the total number of voters who chose "Other" in question 1 (1) matches the total number that answered question 2 (also 1).

See also https://support.zoom.us/hc/en-us/articles/216378603

I agree that unless measures are in place to protect the secrecy of the individual votes, then the poll cannot satisfy the requirement for taking a vote by ballot. However, Zoom does allow the creator of a poll to choose "Allow participants to answer questions anonymously", which means that anonymous responses will not contain the user's information in the polling report. See https://support.zoom.us/hc/en-us/articles/213756303-Polling-for-meetings

The quote you provided does not seem to be from the current official edition. Please see https://robertsrules.com/books/ for information about getting the right book.

If the action you are referring to is censuring the member or initiating internal disciplinary proceedings within the club, then yes: "If there is an article on discipline in the bylaws, it may specify a number of offenses outside meetings for which these penalties can be imposed on a member of the organization. Frequently, such an article provides for their imposition on any member found guilty of conduct described, for example, as “tending to injure the good name of the organization, disturb its well-being, or hamper it in its work.” In any society, behavior of this nature is a serious offense properly subject to disciplinary action, whether the bylaws make mention of it or not." (RONR 12th ed. 61:3) The club can judge for itself whether the type of account makes any difference. If you are referring to legal action, you should consult an attorney.

The difference is that if item K is added to the agenda (as a general order), and the meeting is adjourned before item K is reached, then in a society that meets at no more than quarterly intervals, it will go over to the next meeting as unfinished business, to be taken up before the new business of the next meeting. If item K is not added to the agenda, then it can still be brought up by a motion under New Business at this meeting after the agenda has been completed, but it would not go over to the next meeting if the meeting is adjourned before the motion has been made. I don't think the fact that this particular society meets only once a year automatically changes every general order into new business. There is still a difference between adding an item to an agenda, and entertaining it as a motion after the agenda has been completed.