Rob G

Oh, got it. Our whole board attends pretty much every meeting so I was confused about what the difference would be, but I see now. Thank you!

Sorry...I'm confused. I think it's my lack of clarity. Originally I said To which you responded, "Also consider a majority of the entire membership of the board." What I probably should have asked is "If the ToR ... to amend [the ToR] based on a [2/3 without notice, or 50%+1 with notice] vote of just the Board." Is there a difference between "a majority of the entire membership of the board" and "a 50%+1 vote of just the board"? Or was it just that my initial question was confusing; I agree the wording was awkward. What is the difference between "the board" and "the entire membership of the board"?

Do you mean of the organization? I think what I meant above by "50%+1" was of the Board.

Thanks everyone. Certainly helpful. There will be a time, hopefully soon, when the constitution and other governing documents will be much clearer and more carefully written. If the TOR are governing documents but not bylaws, is it appropriate to amend them based on a vote of just the Board? Perhaps 2/3 of the board without notice or 50%+1 with notice?

I (and the rest of the Board, who are all new within the past 6 months) agree that this organization is in sore need of a full review of governance, but this is what we have at the moment. Would "rules of order and/or standing rules and/or a policy manual" be considered "governing documents" for the purposes of 50:14? If so, is there a test to determine whether our ToR documents are such? Does the fact that the practice has been to amend them with a simple majority vote of the Board suggest they are not, in our case? I (and I think the rest of the Board) would interpret the language "renewable 2-year terms, subject to discretion of [org] Executive" to mean that the renewal is not automatic but is as the discretion of the Executive Committee of the Board (a subset of the Board which is defined in our constitution). Why that wouldn't be up to the entire Board, when it's the Board who appoints, I'm uncertain. I presume that by virtue of the Constitution the way it currently is, the Board maintains responsibility for appointments of committee chairs, but delegates reappointment to the Executive Committee. Thanks for pondering this.

Thank you for your responses. I've got my own copy of RONR 12th ed and done a bunch of reading and I think the answer to my question will hinge on the question of whether the Terms of Reference of a standing committee would be considered "bylaws or other governing documents" as in 50:14. @Josh Martin the constitution, wrt standing committees, says ( [redacted] ) A Board of [x] voting directors shall be responsible to the membership and shall direct [org's] general policy and work. In addition to its standing committees, the Board may appoint additional committees with specified terms of reference. All committees shall report and be responsible to the Board of Directors. Chairs of [org] standing committees who are not elected directors shall serve as ex-officio, non-voting members of the Board. The Board may appoint additional members to serve in this capacity. and, in a later section on standing committees One duty common to all standing committees is to recommend to the Board of Directors the appointment of the chair of the committee, the appointments of new members of the committee, and membership terms. The standing committees also have Terms of Reference, and the ToR for the committee in question states, in the section on the Chair, - Reports to and responsible to the Board of Directors - Chair, renewable 2-year terms, subject to discretion of [org] Executive So, the constitution says nothing about fixed terms, but the ToR do, and this particular individual was appointed by the Board for a fixed term with an end date that was included in the Motion to appoint. I think that if the ToR are not considered "Bylaws or governing documents," then the Board can remove the committee chair through a motion and regular vote. I read section 50 on Committees and Chapter XVIII on Bylaws, looking for some suggestion of the answer, but didn't find anything. I do see in 2:8, that the "bylaws" as RONR refers to them, means (I'm paraphrasing) a "single instrument" (in our case, called the Constitution) which ... includes rules so important that they cannot be changed without a e.g. 2/3 vote of the membership and advance notice, and cannot be suspended. In our case, we have in the past changed the terms of reference of standing committees without consulting the membership. In combination with the responsibility for interpretation resting with the assembly, I think this could be taken to mean that, at least in our organization, the ToR are not "bylaws" in the sense of 50:14. Does this seem like a reasonable analysis?

Our organization has a Board, and establishes standing committees. The constitution states that chairs of the standing committees are recommended to the board by the committee members. They are appointed by the board and are ex-officio non-voting members of the Board. They report and are responsible to the Board. The earlier this year, the Board appointed a standing committee chair, and now has voted to remove that chair as a result of poor performance, lack of reporting, and aggressive behaviour. The chair has challenged that ability of the Board to remove them without "due process," stating that this is required by Robert's Rules. It seems to me (and the other Board members) that since the chair is appointed by the Board and serves the Board, the Board is entitled to remove them for just cause. Is it more complicated than that?

Okay one more... Are all 2/3 votes also satisfied by MEM, or are there votes that are 2/3 required and others that are "2/3 or MEM"?

Thank you, this is all very helpful and I think I have no more questions (for now). I was misinterpreting "2/3 or MEM" to mean "2/3 majority or, if the entire membership votes, a simple majority" but I see that it means "2/3 of those present and voting, OR affirmative votes in a number greater than 50%+1 of the total membership." So in an org with 100 members and 90 of them present and voting, 51 affirmative votes would carry even though that's not 2/3 of those present and voting. In the same vote, if only 60 vote for some reason, then 41 would carry even though it's less than 50% of the membership.

Thanks, very helpful and thought-provoking. Just to clarify your first point, do you mean: does it contain a provision for a motion to be deemed unconstitutional, or does it contain a provision that the membership should do nothing that causes harm to the association? Or maybe the question applies to both. Question about 2/3 or MEM: is MEM ever practical in large organizations? Since voting is not mandatory, can one ever ensure that MEM is a realistic threshold or is it mostly i) take the vote, ii) see if every member voted, iii) check for majority if so, check for 2/3 if not? We've definitely strayed from the original topic here so if there's more I'll start another thread (or look for the answer elsewhere in the forum!)

@Joshua Katz yes, the motions were about unionization of a subset of members of the association, within the association ("during meetings") or as a separate entity from the association (effectively splitting the association). The first motion was deemed unconstitutional because it was felt the second clause led to harm to the association. I suspect amending wasn't thought to be an option as they may not know whether the motion was going down until it failed. But you raise a good question (for me): what types of motions require notice? I think motions to reconsider and rescind, and by-laws, but I've also seen mention that "substantive motions" require notice. Is there a defined list, or is it up to the chair or some other officer (secretary?) to decide what types of motions would require notice for majority passage at the meeting? Assuming that is that the constitution is silent on the matter.

I might also add that I think there are some situations where a member might ask to have their abstention minuted. The example of a conflict of interest is one, I imagine, where a member might want it on record that they did not vote. But I agree that abstaining without it being recorded who abstained, seems to have no real effect.

Thank you everyone. The differentiation between notice of motion and the actual moving of the motion is important and I hadn't realized how until reading this. FYI, motion 2 was a subset of motion 1, as in: Motion #1: BIRT that the association does not support eating chocolate ice cream during meetings, but does not oppose eating chocolate ice cream outside meetings. Motion #2: BIRT that the association does not support eating chocolate ice cream during meetings. Motion #1 was what they really wanted, but Motion #2 was second best in their view.