Shmuel Gerber

On 9/28/2023 at 4:11 PM, Gary Novosielski said:

There is no motion To Nullify

But there is a motion to Annul, otherwise known as Rescind or Repeal. 

On 9/27/2023 at 7:54 PM, Joshua Katz said:

A main motion carries if there are more votes for it than against it. 

Unless it is a main motion that requires more than a majority vote for its adoption. 

On 9/27/2023 at 10:57 AM, Sally Willard said:

One member of the body did some research that indicates the Moderator speaking to oppose (or support) is frowned upon:

This is true. But this quote predates even the 1970 edition of Robert's Rules. It's time to get the current edition. 

On 9/21/2023 at 8:35 PM, Guest Tim Nelson said:

A member of a Board of Appeals made a motion to approve granting an appeal, and another member seconded.  After discussion, three of the four members present agreed (along with the applicant) that the appeal should be tabled until further information is presented to the Board.  The member who made the original motion to approve moved to rescind the motion,  and after discussion the motion to rescind passed three to one.  The member who seconded the original motion to approve refused to move to rescind the second.  What is the status of the original motion to approve?  What (if any) action needs to be taken to resolve the status of the original motion?   What action can be taken on the Appeal at this point?

It it seems that what was intended is withdrawal of the motion, not rescinding. Permission for a motion to be withdrawn can be requested by the maker of the motion and  granted by majority vote. The seconder of the motion does not need to agree. 

On 9/19/2023 at 7:33 PM, Ron Herbison, PRP said:

What would be the vote required to suspend Rule 5 of the sample convention rules at 59:43, namely "Rule 5. No member shall speak in debate more than once on the same question on the same day, or longer than two minutes, without permission of the convention granted by a two-thirds vote without debate."

For what purpose would the rule be suspended? The rule itself provides for extending debate by a two-thirds vote, and obviously that provision cannot be suspended by less than a two-thirds vote. 

On 9/18/2023 at 5:28 PM, Al Dunbar said:

My question is: how would the following bylaw be understood based on related practice and common English usage?

"The Society’s books, accounts and records shall be audited at least once each year by a duly qualified accountant or by two members of the Society appointed for that purpose at the AGM."

There currently are differences of opinion on whether or not this wording implied that, like the "two members of the Society", the "duly qualified accountant" needed to be appointed by the society. We cannot determine what the intention was when this bylaw was first adopted.

Because of that second "by", I think the only reasonably grammatical interpretation is that "appointed for that purpose at the AGM" modifies only the phrase "two members of the Society".

This could be made much clearer by reversing the order of the wording: 

"The Society’s books, accounts and records shall be audited at least once each year by two members of the Society appointed for that purpose at the AGM or by a duly qualified accountant."

However, this might be taken to imply that the accountant is the less preferred option. 

I don't think I understand your question. A motion to substitute is a motion to substitute. If there are no complications then there are no complications. 

If you're talking about the Kindle edition, use a space instead of a colon. 

On 9/6/2023 at 3:09 PM, Katy said:

Under RONR, can the Bylaws give power to any of the three governing bodies to remove any member of the three governing bodies? And if so, can the Bylaws specify how that removal can take place? For example, with cause and/or without cause?

Yes.

"2:12 Except for the corporate charter in an incorporated society, the bylaws … comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one. In organizations that have both a constitution and bylaws as separate documents, however, the constitution is the higher of the two bodies of rules and supersedes the bylaws."

On 9/6/2023 at 3:09 PM, Katy said:

I would assume that any attempt to remove a governing body member with cause would require the equivalent of a "trial" procedure. What about removal without cause? Is that "legal"? Can the Bylaws give a governing body that power?

The bylaws can specify any removal procedures, regardless of cause. As to whether something is legal, you would need to ask someone who knows the law. 

On 9/5/2023 at 2:38 PM, Dan Honemann said:

It occurs to me that this discussion may have gotten sidetracked a bit by the question as to whether or not a motion due to come up under 41:23(a) is an order of the day.  It has been asserted that it is not an order of the day, and hence the last sentence of 41:40 is inapplicable.

Assuming only for the sake of argument that this is correct*, the fact remains that due to the action which was taken by the assembly at its preceding meeting, the question pending at the time of adjournment of that meeting became an item of business scheduled to be taken up at the next regular meeting at the time prescribed by the assembly's adopted order of business.  Under the rules in 41:37-39, it cannot be taken up prior to that time except by suspending the rules by a two-thirds vote.  It has been asserted that, since a special meeting is not governed by the order of business for regular meetings, the rules in 41:37-39 are inapplicable.  I can find no justification for this assertion.  The special meeting will have its own agenda, but this does not confer upon it the power to override the action previously taken by the assembly in fixing the time when the motion is to be taken up.

I should again say that my previous comments (aside from the issue about the last sentence of 41:40) were largely for the sake of discussion, so I don't necessarily disagree with this.  But here is another argument. 

RONR 41:23 says, "The heading of Unfinished Business and General Orders includes items of business in the four categories that are listed below in the order in which they are taken up. Of these, the first three constitute “Unfinished Business,” while the fourth consists of “General Orders”:
a) The question that was pending when the previous meeting adjourned, if that meeting adjourned while a question other than a special order was pending. …"

Notice that it says, "the previous meeting," not "the previous regular meeting". So if a special meeting intervenes, the question that was pending when the previous meeting adjourned is no longer the question that was pending when the previous regular meeting adjourned. 🙂

On 8/29/2023 at 7:29 AM, Katy said:

Thank you! Just one question: When you say "PC-based" do you mean not Mac-based? Or did your words imply "computer-based"? Many of us have Macs. Thanks.

The particular electronic edition I was referring to, which includes advanced search features and 3-user license(s), is a Windows app. There are also ordinary ebook editions for multiple platforms (e.g. Kindle, Google Play, etc.), but RONR 12 and RONR In Brief are each a separate purchase, one per user, for those. 

See https://robertsrules.com/purchase/ for Amazon links. For other options, see https://www.hachettebookgroup.com/landing-page/roberts-rules-of-order/

On 8/29/2023 at 5:01 AM, Katy said:

A member of our nonprofit has suggested that the nonprofit publish privately, only for its governance members, a copy of the latest edition of RONR. I definitely think this is a no-no, but you will know better than I.

Strike out "publish" and insert "purchase", and that's a fine idea. Otherwise, no.

"The scanning, uploading, and distribution of this copyrighted work without permission is a theft of the authors' intellectual property."

There are many options for purchasing the book(s) legally. The paperback edition (i.e. the least expensive) of RONR 12 costs around $15 at Amazon and the In Brief 3rd edition around $8. You can also try contacting the publisher at special.markets@hbgusa.com regarding discounts on bulk purchases. 

And the PC-based electronic edition (USB or CD-ROM, which both include electronic versions of RONR 12th ed. and In Brief 3rd ed.) provides a license for 3 users at a time, with a discount for additional users of the same purchase. See https://www.amlegal.com/services/roberts-rules-of-order (and scroll down to the "Order Here" link).

On 8/24/2023 at 10:50 AM, Guest Hachette Book Group said:

Hello,

Apologies for the very late response but this thread was just flagged for our attention.

I'm writing from the publisher, PublicAffairs at the Hachette Book Group. This is a mystery to us as well as we've never made a change in casing or paper quality. Could you kindly take photos of the copyright page for both books (the maroon casing and the black casing)? Please send the photos to *****@*****.tld and we will try and figure out what happened here.

thanks,

PublicAffairs

Thank you. The forum had been set to not allow posting of email addresses, but I've changed it so that it will be allowed, if you wish to repost.

Unfortunately the original poster did not register (only posted as a guest) so we have no way to alert him that the topic has been updated. 

On 8/18/2023 at 1:46 PM, Dan Honemann said:

The rule in 21:7(b) clearly states that the pending question becomes either the first item of unfinished business (or the first item under Special Orders) at the next regular session.  By the act of adjourning its meeting when the main motion was immediately pending, the assembly then and there caused the pending motion to become an order of the day for its next regular meeting, and one thing we know for sure is that "An order of the day cannot be taken up before the time for which it is set, except by reconsidering (37) the vote that established the order (so long as a reconsideration is possible), or by suspending the rules (25) by a two-thirds vote."  (41:40)

But that sentence in 41:40 is not applicable, because, as you noted, the item becomes the first item under unfinished business (or an unfinished special order). Unfinished business is unfinished business, not a general order or a special order. 

"41:21 5. Unfinished Business and General Orders. The term unfinished business,5 in cases where the regular business meetings of an organization are not separated by more than a quarterly time interval (9:7), refers to questions that have come over from the previous meeting (other than special orders) as a result of that meeting’s having adjourned without completing its order of business (21:7(b)) and without scheduling an adjourned meeting (9, 22) to complete it.

"41:22 A general order (as explained under Orders of the Day, below) is any question which, usually by postponement, has been made an order of the day without being made a special order.

"41:23 The heading of Unfinished Business and General Orders includes items of business in the four categories that are listed below in the order in which they are taken up. Of these, the first three constitute “Unfinished Business,” while the fourth consists of “General Orders” . . ."

For the sake of discussion, I will argue in favor of J. J. and Mr. Elsman's conclusion.

RONR (12th ed.) states:

"21:7 Effect of Adjournment on Pending Business or on an Uncompleted Order of Business. Except as the assembly may have adopted rules providing otherwise, the effect of an adjournment on a pending motion or an uncompleted order of business is as follows: ... 

"b) When the adjournment closes the session in an assembly having its next regular business session within a quarterly time interval (see 9:7), and having no members whose terms of membership expire before the next regular session (for example, in ordinary clubs and societies that hold frequent “regular meetings”): The complete order of business is followed at the next regular session. If a question was pending at the time of adjournment, it is taken up as the first item under unfinished business (or under special orders, if it was a special order)—resuming the question at exactly where it was previously interrupted. Any general or special order that was not reached is also taken up under unfinished business or under special orders, respectively (see 41)."

The rule that the pending question is taken up as the first item of unfinished business is thus given in the context of the fact that the complete order of business is followed at the next regular session and, within that session, the question that was pending at the time of adjournment will not be reached until Unfinished Business.

However, at a special session, there is no prescribed order of business, so there is no business that has a higher priority than the question that was pending at adjournment, so at that session there is no rule interfering with taking up the question. 

This is in contrast with a question that was postponed or otherwise made an order of the day for the next regular meeting, which the book explicitly states can't be taken up before the time for which it was set, except by reconsideration or a two-thirds vote. 

On 8/18/2023 at 11:52 AM, vfk48 said:

At a board meeting where members are invited to attend, can those general members (not the board members) speak if spoken to by a board member?

No. All discussion and questions must be directed to or through the chair, who may in appropriate circumstances ask a general member to provide factual information in response to a question from a board member.

On 8/18/2023 at 1:57 AM, Guest Robert Ford Dumas said:

Within a day or so, the proponents of the original, unamended motion pushed again for another special meeting to take up the main motion with hopes of "rescinding the amendment" adopted at the original regular meeting. They got their wish and another special meeting was called.

. . .

I would like to think that at that second special meeting, the amendment's proponents would raise another point of order that the motion to rescind something previously adopted was not in order because it could not be applied to an adopted amendment to a yet unadopted main motion.

It's true that an adopted amendment to a pending main motion cannot be "rescinded", but since each of these meetings is a separate session, the main motion can simply be amended again to put it back the way it was before the previous amendment was adopted. Being a subsidiary motion to Amend, a motion to do this requires only a majority vote -- that is, once the main motion becomes pending again, which it seems requires a two-thirds vote to happen. 

I have a vague recollection of this topic being discussed on the forum a while ago, but I'm not sure if or where it was. I'm curious what your answers are. Assume the assembly has regular meetings monthly.

1. A main motion is pending when a regular meeting adjourns. Then, in accordance with the bylaws provisions for calling special meetings, a special meeting is called for the purpose of resuming consideration of that motion. How is the motion brought up at the special meeting? Is a two-thirds vote required to bring it up?

2. Instead of a main motion being pending when a regular meeting adjourns, it is pending when a special meeting adjourns. Then another special meeting is called for the purpose of resuming consideration of the motion. Are your answers to the questions above the same as in #1? 

3. A main motion is pending when a special meeting adjourns, and no further adjourned or special meetings are held before the next regular meeting. How and when is the motion brought up at the next regular meeting? And what if there was also a different motion pending when the previous regular meeting adjourned?

Where are you quoting from? 

On 8/15/2023 at 11:13 PM, Bruce Lages said:

As an aside, a motion to adjourn was probably unnecessary in this case. If the funds appropriation was the only item of business listed in the call, once that resolution was passed then all the business that was in order at this meeting was completed, no other business could be legitimately introduced, and the chair should have simply declared the meeting adjourned. 

No motions on items of business unrelated to the purpose of the meeting could be made, but it's possible that other motions might have been in order. For example, a member might move to amend the adopted motion in some respect, or to instruct the secretary to publish the text of the motion by a certain date.

On 8/17/2023 at 3:37 AM, puzzling said:

Was puzzling with RONR 47:28.

If the president (at an angry or senior monent) says he is resigning. Is it possible for him to withdraw that resignation?  Or is there even a need for the assembly to accept it?

47:28 seems to say no, as soon as he resigns the vice president becomes president. 

That would mean that at that point there is a new president and there is nothing to withdraw or accept.

Am I right in this or am i missing something?

RONR 47:28 says:

In case of the president's resignation, death, or removal, the vice-president automatically becomes president for the remainder of the term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president (see also 56:32).

It doesn't say "in case of the president's submission of a resignation"; it says "in case of the president's resignation". The procedure for resignation is discussed in §32, which states:

"By submitting a resignation, the member is, in effect, requesting to be excused from a duty. The chair, on reading or announcing the resignation, can assume a motion “that the resignation be accepted.”
"The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted." RONR (12th ed.) 32:5–6.

I suppose it might be helpful if 47:28 included a reference to §32.

On 8/13/2023 at 7:25 PM, Gary Novosielski said:

I don't think it matters whether the mover is the committee chair or not.

No one said otherwise. But (for some reason) it matters whether the mover is a member of the committee. 

On 8/13/2023 at 6:50 PM, Joshua Katz said:

Suppose he is a non-voting member. On another thread, I was informed that when a member is kept out of a meeting, it is equivalent to being denied the right to vote. Of course, the denial of the right to vote only invalidates the result if the vote would have made a difference. But that is impossible here, as he has no vote. So why can't we say the meeting is not illegitimate, regardless?

If a meeting is called by notifying only some members and not others, then it's not a valid meeting regardless of whether the votes of the unnotified members could have changed the results of particular motions.

Likewise, if action is taken at a meeting without a quorum present, this is action taken in violation of the rights of absentees, and is null and void, regardless of whether or not the votes of the absentees could have changed the results. 

However, it's not clear in this thread whether the parliamentarian is actually a member of the board. I would guess not. 

On 8/9/2023 at 4:48 AM, Guest Anonymous said:

If a mandatory special meeting is called, abiding by the bylaws, and there is one objection due to that board member not being available, can we proceed? 

Please start a new topic in the General Discussion forum: https://robertsrules.forumflash.com/forum/4-general-discussion/?do=add

On 8/8/2023 at 9:52 AM, Joshua Katz said:

The rule here is very clear, but why? I am puzzled why that is a good rule, particularly in light of the voting threshold for rescind/amend, and the impossibility of a member removed from a meeting moving to reconsider.

These are merely suggestions as to how the member can seek to change the outcome after the fact. I think the rationale for the rule is quite clear as well, in that the assembly does not nullify a vote after the fact (after time has passed) simply to vindicate an individual's right to have participated in the vote, where the outcome would not have been different.

You could say it is the flip side of the rule that a vote is not nullified after the fact if an inconsequential number of nonmembers were allowed to vote.