LoriS Posted September 30, 2022 at 02:33 PM Report Share Posted September 30, 2022 at 02:33 PM In a meeting, during a vote, members of the Board are to abstain if the vote involves a conflict of interest with another organization they represent. If after the meeting, management notes that a (new) member should have abstained but didn't, how does one note that in minutes? If they didn't move to abstain on their own, but need to. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted September 30, 2022 at 04:30 PM Report Share Posted September 30, 2022 at 04:30 PM On 9/30/2022 at 10:33 AM, LoriS said: In a meeting, during a vote, members of the Board are to abstain if the vote involves a conflict of interest with another organization they represent. If after the meeting, management notes that a (new) member should have abstained but didn't, how does one note that in minutes? If they didn't move to abstain on their own, but need to. The minutes are a record of what was done during the meeting itself. No observations made after the meeting ended should be included at all in the minutes. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted September 30, 2022 at 05:25 PM Report Share Posted September 30, 2022 at 05:25 PM I agree with what Mr. Mervosh has said. If that one person's vote would have affected the outcome and your rules require that person to not vote, then a point of order may be raised at the next meeting and that vote may be null and void. Otherwise, be aware and don't let this error happen again. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted September 30, 2022 at 06:11 PM Report Share Posted September 30, 2022 at 06:11 PM (edited) On 9/30/2022 at 12:25 PM, Atul Kapur said: If that one person's vote would have affected the outcome and your rules require that person to not vote, then a point of order may be raised at the next meeting and that vote may be null and void. I think it would also need to be the case that the rule, in fact, deprives the member of the right to vote in these circumstances. I would need to see the wording of the rule in question to be certain whether this is the case. Edited September 30, 2022 at 06:12 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted September 30, 2022 at 06:35 PM Report Share Posted September 30, 2022 at 06:35 PM I agree that the outcome could be different if there is a bylaw provision which actually requires that a person with such a conflict to abstain or recuse himself from voting. I question whether a rule of order would be sufficient. I’m curious as to whether my colleagues believe that a rule of order would be sufficient. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted September 30, 2022 at 07:03 PM Report Share Posted September 30, 2022 at 07:03 PM On 9/30/2022 at 1:35 PM, Richard Brown said: I agree that the outcome could be different if there is a bylaw provision which actually requires that a person with such a conflict to abstain or recuse himself from voting. I question whether a rule of order would be sufficient. I’m curious as to whether my colleagues believe that a rule of order would be sufficient. A rule of order certainly would not be sufficient to deprive a member of their right to vote. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted September 30, 2022 at 11:21 PM Report Share Posted September 30, 2022 at 11:21 PM On 9/30/2022 at 2:03 PM, Josh Martin said: A rule of order certainly would not be sufficient to deprive a member of their right to vote. Thank you. That is my thinking as well, but I became concerned with a couple of comments above that say there would have to be a "rule" to that effect. That could lead readers to believe that something like a special rule of order would be sufficient, rather than it having to be a provision in the bylaws. It even caused me to question my own understanding that only a bylaw provision could actually require that a member abstain from voting. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted October 1, 2022 at 01:44 AM Report Share Posted October 1, 2022 at 01:44 AM Josh, I don't see the difference between On 9/30/2022 at 1:25 PM, Atul Kapur said: your rules require that person to not vote and On 9/30/2022 at 2:11 PM, Josh Martin said: the rule, in fact, deprives the member of the right to vote Can you explain the distinction, please? I agree that either rule would need to be in the bylaws. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted October 1, 2022 at 01:03 PM Report Share Posted October 1, 2022 at 01:03 PM On 9/30/2022 at 8:44 PM, Atul Kapur said: Can you explain the distinction, please? Well, I'm the wrong Josh, but I think the distinction is that the first assumes the person has the right to vote, and requires him to not exercise it, while the latter takes away the right. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 1, 2022 at 11:53 PM Report Share Posted October 1, 2022 at 11:53 PM On 10/1/2022 at 9:03 AM, Joshua Katz said: Well, I'm the wrong Josh, but I think the distinction is that the first assumes the person has the right to vote, and requires him to not exercise it, while the latter takes away the right. A distinction without a difference. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 2, 2022 at 01:05 AM Report Share Posted October 2, 2022 at 01:05 AM On 9/30/2022 at 8:44 PM, Atul Kapur said: Josh, I don't see the difference between and Can you explain the distinction, please? I agree that either rule would need to be in the bylaws. I think it is conceivable that a rule would "require" persons to abstain from voting, but that a person would retain the right to vote, and the mechanism for enforcement of the rule would be disciplinary proceedings. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted October 2, 2022 at 03:37 AM Report Share Posted October 2, 2022 at 03:37 AM I have to agree with Mr. Novosielski, A distinction without a difference, as the same mechanism would come into play if a member deprived of the right to vote improperly voted. Quote Link to comment Share on other sites More sharing options...
Alicia Percell, PRP Posted October 2, 2022 at 08:30 AM Report Share Posted October 2, 2022 at 08:30 AM I agree that it would take a bylaw to compel a person to abstain on a vote. Interestingly, I couldn't find a passage which directly says that, and that makes it a little messy to develop the argument. Because members have a RIGHT to vote, RONR 45:4 says you can't compel them to abstain even when there's a conflict of interest. That's a rule of order, which normally could be trumped by a special rule of order. But RONR 1:4 also says you can't deprive an INDIVIDUAL member of one of their basic rights except through disciplinary proceedings...and RONR 25:11 says you can't even do it with a suspension of the rules, which would normally be enough to overcome a special rule of order. Membership rights are a subject for the bylaws (56:2, 56:19-20), and even a member who is late paying his dues can't have voting rights suspended unless the bylaws so provide. The overall picture leads me to say that a requirement to abstain under certain circumstances would have to be a bylaw. If we had a copy of the claimed rule/bylaw, along with clarification of which of those two it is, we (probably?) wouldn't be debating whether there's a difference between requiring a person to not vote versus depriving a person of the right to vote. 🙂 Quote Link to comment Share on other sites More sharing options...
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