Shmuel Gerber

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 In such a case the chair either announces, “The motion has been withdrawn,” or states the question on the modified motion.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.

And yet again, Army just couldn't win.

Zoom has had built-in polling capability for meetings for quite some time. https://support.zoom.us/hc/en-us/articles/213756303-Polling-for-meetings

Don't you mean why not not? 🙂

I understand there's another big game going on tonight, so let's try this one more time: GO ARMY, BEAT NAVY!

I think you meant "if it does not provide for new business". But anyway, adoption of an agenda does not prevent a member from making motions on additional topics after the agenda has been completed and before the meeting is adjourned.

It's difficult to answer such questions in the abstract, and I agree that the case for a majority vote is a bit stronger where the bylaws say something like "These bylaws may be amended at any regular meeting, provided that the amendment has been submitted in writing at the previous meeting," where the drafters evidently expressed a requirement as to what procedure is necessary for the adoption of a bylaw amendment and omitted any special voting threshold. As opposed to the situation in this topic, where the bylaws simply say something such as "The board shall have power to adopt amendments to the bylaws," providing no requirements at all as to either notice or the vote. (I'm making up my own example of the wording because it has not been provided in this topic by the OP.) I should add that I don't want to give the impression that @Josh Martin's interpretation is unreasonable or clearly erroneous. I said, "I'm not sure what your basis is for saying that an ordinary majority vote without previous notice is sufficient when the bylaws require neither a majority vote nor any other specific vote," but presumably he was relying on the rule that "the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote" (44:1). So if you interpret the rules in RONR regarding the vote and notice requirements for bylaw amendment to be completely inapplicable unless "the bylaws contain no provision for their amendment", then what is left is the ordinary majority vote requirement without any previous notice needed. I find that conclusion unsatisfactory because that would leave RONR in the position of not specifying any vote requirement at all in the case of a motion to Amend Something Previously Adopted in an assembly as applied to bylaws (35:2(7)) that contain some provision relating to their amendment but do not give any notice or vote requirement. But I suppose that is the authorship team's problem and not Mr. Martin's. 🙂

Presumably the budget covers a one-year period, so whatever is not covered by a particular annual budget before its adoption at the regular time will have been covered by the previous budget. But if the organization agrees that the current bylaw provision is not suitable, it can amend the bylaws.

I don't think it is clear-cut as that; otherwise your answer would not differ so greatly from the one given by Mr. Honemann earlier in this topic. If the bylaws contain some provision regarding their amendment but don't say what notice and vote are required, then the question remains what those requirements are. I think Tomm is correct to look to RONR for those requirements, and specifically to look at the requirements for a motion to amend the bylaws rather than just motions in general. I'm not sure what your basis is for saying that an ordinary majority vote without previous notice is sufficient when the bylaws require neither a majority vote nor any other specific vote. The wording in 57:1 is perhaps more on point in such a case than in other places in the book: "Special requirements for this motion’s adoption should be specified in the bylaws, and they should always include at least notice and a two-thirds vote, which (with a vote of a majority of the entire membership as an allowable alternative) are the requirements for its adoption if such specification in the bylaws is neglected" Of course there may be bylaws that are worded in a way that strongly implies a majority vote would be sufficient, but I'm discussing this in terms of general rules. A similar discussion arose in this topic: https://robertsrules.forumflash.com/topic/36268-motion-to-amend-bylaws/