Chair avoids in-person meetings

[Anthony]

Chair will not hold a meeting in person and wants to vote opposition out using email votes. Does this mean he only needs to get 18 votes?  Does it mean he only has to notify enough voting members to reach the 18? Could I send out an email to the Board asking they refuse an email vote and rather vote in person?

 

 

Quorum applies to in person meetings.  Quorum rules do not apply to electronic voting. 

RR 40:1 and RR 3:3 states that a quorum is the number of members who must be present in order that business can be validly transacted.

Article IV Section 5  establishes that a quorum requires at least 18 voting members and that all questions shall be decided by a majority of the members present to vote.   

RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means.

 

[Dan Honemann]

On 1/25/2024 at 7:20 AM, Anthony said:

Chair will not hold a meeting in person and wants to vote opposition out using email votes. Does this mean he only needs to get 18 votes?  Does it mean he only has to notify enough voting members to reach the 18? Could I send out an email to the Board asking they refuse an email vote and rather vote in person?

 

 

Quorum applies to in person meetings.  Quorum rules do not apply to electronic voting. 

RR 40:1 and RR 3:3 states that a quorum is the number of members who must be present in order that business can be validly transacted.

Article IV Section 5  establishes that a quorum requires at least 18 voting members and that all questions shall be decided by a majority of the members present to vote.   

RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means.

 

Voting by email is prohibited unless your bylaws specifically authorize it (see 45:56).  45:59 and 45:61, to which you refer, relate to voting by regular mail, and voting by this method must also be authorized in the bylaws (see 45:57). 

[Atul Kapur]

On 1/25/2024 at 7:20 AM, Anthony said:

Does it mean he only has to notify enough voting members to reach the 18?

This question causes a great deal of concern about the situation in your organization. Members have a right to participate and, in order to do so, to receive notice of meetings. Therefore, all members who have the right to vote on a motion (assuming email voting is allowed) must be notified that a vote is occurring. 

[Josh Martin]

On 1/25/2024 at 6:20 AM, Anthony said:

Chair will not hold a meeting in person and wants to vote opposition out using email votes. Does this mean he only needs to get 18 votes?  Does it mean he only has to notify enough voting members to reach the 18? Could I send out an email to the Board asking they refuse an email vote and rather vote in person?

 

If your bylaws do not permit voting by email, then voting by email cannot be done.

If your bylaws do permit voting by email you will have to refer to those rules to answer your questions, but generally, all members have a right to be notified of votes.

On 1/25/2024 at 6:20 AM, Anthony said:

RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means.

RONR does not authorize electronic voting or any form of absentee voting. What is said in the sections you cite describes a possible procedure to use for mail voting (which RONR notes might be adapted for electronic voting), but all forms of absentee voting are prohibited under RONR, unless authorized in the organization's bylaws.

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." RONR (12th ed.) 45:56

I agree that "the question of quorum is moot when voting via electronic means." The term "quorum" refers to the number of members who must be present to conduct business. This has no meaningful application in a vote held via email.

Some organizations which permit electronic voting will adopt rules providing that a certain number of members must respond to an electronic vote in order for it to be valid. This achieves a similar purpose to a quorum requirement, but it is not quite the same thing.

[Gary Novosielski]

On 1/25/2024 at 7:20 AM, Anthony said:

Chair will not hold a meeting in person and wants to vote opposition out using email votes. Does this mean he only needs to get 18 votes?  Does it mean he only has to notify enough voting members to reach the 18? Could I send out an email to the Board asking they refuse an email vote and rather vote in person?

 

 

Quorum applies to in person meetings.  Quorum rules do not apply to electronic voting. 

RR 40:1 and RR 3:3 states that a quorum is the number of members who must be present in order that business can be validly transacted.

Article IV Section 5  establishes that a quorum requires at least 18 voting members and that all questions shall be decided by a majority of the members present to vote.   

RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means.

 

• RONR Quorum rules apply to in-person meetings, which are the only kind of meeting authorized by RONR.  
• I assume Art. IV. §5 refers to your bylaws.  The quorum number would be the same whether people vote or not; all that is required is presence
• No section in RONR authorizes absentee voting.  See 45:56 
• Any reference to electronic voting in §45 refers to digital voting devices used at proper in-person meetings, and so the same quorum rules apply.

Unless your bylaws explicitly contain rules that say otherwise, only in-person meetings where everyone is in the same room at the same time, count as real "meetings".  Any so-called votes taken by other means are meaningless—as if they had never occurred.

And if your bylaws do have such rules, you will have to refer to them for matters such as quorum etc.   If the rules in RONR apply, the lack of a specific quorum does not mean there is no quorum.  It means that the quorum is a majority of the total number of members in the body that is meeting—in person.

[Josh Martin]

On 1/25/2024 at 11:45 AM, Gary Novosielski said:

• RONR Quorum rules apply to in-person meetings, which are the only kind of meeting authorized by RONR.  

While I concur that only in-person meetings are authorized by RONR, and that electronic meetings must be authorized by the bylaws or applicable law, I would suggest that the rules pertaining to quorum are also applicable to meetings held "under equivalent conditions of opportunity for simultaneous aural communication among all participants," when such meetings are properly authorized. While this requires a slightly different understanding of the word "present," and additional rules pertaining to how a quorum is verified will likely be necessary, the term "quorum" still has meaningful application in meetings held via teleconference or video conference.

Edited January 25, 2024 at 09:18 PM by Josh Martin

[Gary Novosielski]

On 1/25/2024 at 12:54 PM, Josh Martin said:

While I concur with only in-person meetings are authorized by RONR, and that electronic meetings must be authorized by the bylaws or applicable law, I would suggest that the rules pertaining to quorum are also applicable to meetings held "under equivalent conditions of opportunity for simultaneous aural communication among all participants," when such meetings are properly authorized. While this requires a slightly different understanding of the word "present," and additional rules pertaining to how a quorum is verified will likely be necessary, the term "quorum" still has meaningful application in meetings held via teleconference or video conference.

Well, sure.  If the bylaws authorize such teleconference type meetings, then the meaning of being "present" is extended.  So far I don't think we've seen any evidence that they do so.  Perhaps @Anthony can enlighten us.

[Anthony]

Our bylaws do allow email voting.

Section 6: Actions without Meeting
Any action requiring approval, including the election of regular members, may be taken without a meeting, via email or similar electronic means, provided a record of the decision and corresponding roll call is reflected under "Unfinished Business" in the
minutes of the subsequent regular meeting.

From the Chair- Under Article IV Section 6  Actions without Meeting,  the following method of voting electronically is put forward via the committee of chairs. 

Robert’s Rules (RR) 45:57 indicates that Vote by Mail (or email see RR 45:59) may be advantageous for important votes when a small fraction of the membership normally attend meetings.  As this is the case, and because the last two meetings have not been orderly and have lasted longer than most members would prefer,  an electronic version of voting  is proposed here in accordance with RR 45:59.

Anthony said "meetings have not been orderly and have lasted longer than most members would prefer" are members asking questions the Chair does not want to answer.  No debate allowed. 

 

Section 5: Quorums and Voting

A quorum of the Board shall consist of at least eighteen (18) voting members, but a smaller number may adjourn any meeting. Except where a greater number is required by these bylaws or by law, all questions shall be decided by a majority of the members present to vote. State Legislators may submit their vote on matters before the Board via e-mail if the Legislature is in session at the time of the vote. Section 1: Regular Meetings:
The Board shall hold meetings as frequently as necessary to carry out its duties. They may occur at such times and places, within
or without the State of Michigan, as determined by the Chair.
Section 2: Special Meetings:
Special Meetings may be called by the Chair, the Vice Chair acting in the absence of the Chair, or by the Secretary at the written
request of more than one-half of the Board. ln the event a special meeting is called, notice shall be given by any means available
at least five (5) days prior to the scheduled meeting and the purpose or purposes of that meeting shall be clearly stated.
Section 3: Remote Meetings:
Any meeting of the Board may be held remote-only (i.e. entirely by acceptable means of remote communication) provided
exigent circumstances necessitate remote-attendance. Unless otherwise provided, the rules and provisions contained within these
bylaws governing in-person meetings shall also apply to remote meetings.
(a) Exigent circumstances: Only when logistical constraints or force majeure events create a situation whereby meeting in person
as a group is not possible, practical, or safe may the Officers transition said meeting to a remote-only format

(b) Acceptable Means: Acceptable means of remote participation includes telephone, internet, or satellite-enabled audio or
video conferencing, or any other technology that enables all people participating to be clearly audible to one another.
( c) Right to Access: A member who participates remotely shall be provided with the level of access ( details, documents,
and materials) needed to conduct the business of the meeting, to the extent practicable and necessary.
( d) Remote Attendance: Remote participation in a meeting shall constitute attendance for the purposes of Article IV
Section 6 of these bylaws.
Section 4: Notices, Agendas, and Minutes
Notice of regular meetings must be given at least five (5) days in advance, unless otherwise stated. An advance agenda and
minutes must be prepared for all regular meetings and included in said notice, unless the notice was given by telephone contact.

 

 

 

 

[Josh Martin]

On 1/26/2024 at 8:50 AM, Anthony said:

Section 6: Actions without Meeting
Any action requiring approval, including the election of regular members, may be taken without a meeting, via email or similar electronic means, provided a record of the decision and corresponding roll call is reflected under "Unfinished Business" in the minutes of the subsequent regular meeting.

Based on this additional information, it would appear to me that the answers to your original questions are as follows (although it is ultimately up to your organization to interpret its own bylaws).

On 1/25/2024 at 6:20 AM, Anthony said:

Does this mean he only needs to get 18 votes?  Does it mean he only has to notify enough voting members to reach the 18?

No. In my view, based upon the rules presented, all members must be notified of the vote. There is, however, no minimum number of members that must respond.

On 1/25/2024 at 6:20 AM, Anthony said:

Could I send out an email to the Board asking they refuse an email vote and rather vote in person?

It does not appear to me there is any mechanism under the rule in the bylaws to "refuse" an email vote.

A special meeting may be called "at the written request of more than one-half of the Board." This would require an actual meeting of the board to be held. I don't know that this necessarily means an in person meeting, since the bylaws provide for remote meetings. Calling such a meeting, however, would not appear to prevent action from being taken without a meeting in the interim.

On 1/25/2024 at 6:20 AM, Anthony said:

RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means.

I agree that the concept of quorum has no meaningful application for an email vote.

[Anthony]

The Chair is having this remote meeting to keep from facing the Board.  How can I stop this email vote?  Could I send an email requesting members not to reply?  If he only gets 16 votes returned and 10 are in favor is that considered a majority?

[Anthony]

The Chair is having this remote meeting to keep from facing the Board.  How can I stop this email vote?  Could I send an email requesting members not to reply?  If he only gets 16 votes returned and 10 are in favor is that considered a majority?

[Josh Martin]

On 1/27/2024 at 10:31 AM, Anthony said:

The Chair is having this remote meeting to keep from facing the Board.  How can I stop this email vote?

I don't think you can.

On 1/27/2024 at 10:31 AM, Anthony said:

Could I send an email requesting members not to reply?

I don't think that's a good idea. The members who did reply would decide the result.

Trying to persuade members to vote "no" might be more effective.

On 1/27/2024 at 10:31 AM, Anthony said:

If he only gets 16 votes returned and 10 are in favor is that considered a majority?

Yes, 10 is a majority of 16. Once again, quorum has no meaningful application in a vote by email.

Many organizations which permit email voting provide in their bylaws one or both of the following:

• Providing that a certain number of responses must be received in order for an email vote to be valid.
• Providing that a certain number of members may require that a matter be considered at a meeting rather than via email.

Your bylaws, however, do not appear to include either of these. These may be matters to consider for future amendments to the bylaws.

[Anthony]

On 1/25/2024 at 2:22 PM, Gary Novosielski said:

Well, sure.  If the bylaws authorize such teleconference type meetings, then the meaning of being "present" is extended.  So far I don't think we've seen any evidence that they do so.  Perhaps @Anthony can enlighten us.

Sorry.  I should have sent the portion of the bylaws that allow for email voting. 

[Anthony]

On 1/25/2024 at 2:22 PM, Gary Novosielski said:

don't think that's a good idea. The members who did reply would decide the result.

Trying to persuade members to vote "no" might be more effective.

  

Here the Chair quotes Roberts Rules but then omits the substance of the rule (omitted portion underlined below). 

The Chair states:  None of the accepted resignations have been previously properly withdrawn. The official interpretations of Robert’s Rules of Order states a resignation “may be withdrawn in the same manner as any motion may be withdrawn”. RR 33:12 and RR 33:13 describe the process for a member to withdraw a motion.  None of the accepted resignations have been previously properly withdrawn in accordance with RR 33;12

The truth is:  A resignation is a Request to Be Excused from a Duty. It “may be withdrawn in the same manner as any motion may be withdrawn”.  —before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (12th ed.) 32:1–8, 33:12–18.]"So, in other words... Before the chair has placed the question on accepting the resignation before the assembly, (which never happened) the resignation may be withdrawn unilaterally.  When a resignation has been rescinded, it cannot then be accepted, because one cannot accept what is no longer an offer.

Let's assume we agree on the above.  The Chair decides he will ignore it and vote to replace anyway.  When you suggest the Board votes "no" what are they voting on.  Their only option to vote is on who is elected to fill positions. We need the Board to vote this email election is illegal.  The Chair states that the Chair of Chairs has decided to vote electronically.  How does the Chair of Chairs make any decisions. 

We have several vacancies to fill.  In order to streamline the process and give the body more time to thoughtfully consider their choices we’ll be taking applications,  publishing nominees, taking and publishing comments

Edited January 28, 2024 at 03:36 PM by Anthony
duplicate

[Anthony]

On 1/26/2024 at 10:56 AM, Josh Martin said:

 

Here the Chair quotes Roberts Rules but then omits the substance of the rule (omitted portion underlined below). 

 

The Chair states:  None of the accepted resignations have been previously properly withdrawn. The official interpretations of Robert’s Rules of Order states a resignation “may be withdrawn in the same manner as any motion may be withdrawn”. RR 33:12 and RR 33:13 describe the process for a member to withdraw a motion.  None of the accepted resignations have been previously properly withdrawn in accordance with RR 33;12

 

The truth is:  A resignation is a Request to Be Excused from a Duty. It “may be withdrawn in the same manner as any motion may be withdrawn”.  —before the proposed resignation has been placed before the assembly by the chair stating the question on its acceptance, it may be withdrawn without the consent of the assembly, but it may not be withdrawn without permission of the assembly once it has been placed before the assembly for its approval. [RONR (12th ed.) 32:1–8, 33:12–18.]"So, in other words... Before the chair has placed the question on accepting the resignation before the assembly, (which never happened) the resignation may be withdrawn unilaterally.  When a resignation has been rescinded, it cannot then be accepted, because one cannot accept what is no longer an offer.

Question:  Let's assume we agree on the above.  The Chair decides he will ignore it and vote to replace anyway.  When you suggest the Board votes "no" what are they voting on.  Their only option to vote is on who is elected to fill positions. We need the Board to vote this email election is illegal.  The Chair states that the Chair of Chairs has decided to vote electronically.  How does the Chair of Chairs make any decisions. 

Chair:  We have several vacancies to fill.  In order to streamline the process and give the body more time to thoughtfully consider their choices we’ll be taking applications,  publishing nominees, taking and publishing comments

[Guest Anthony]

The Board does not want the members removed.  In November the Board voted not to accept resignations.  Could we make a motion to amend the bylaws, change the bylaws so the Chair can be removed on a simple majority?

[Josh Martin]

On 1/28/2024 at 9:14 AM, Anthony said:

When you suggest the Board votes "no" what are they voting on.  Their only option to vote is on who is elected to fill positions.

Thank you for this clarification. Based on these additional facts, I don't think there's anything you can do to "stop" this email vote. You may, however, challenge it after the fact, via a Point of Order and Appeal.

In the interim, perhaps the best course of action for those who believe accepting the resignations was invalid would be to vote for the persons who still hold the positions in question.

On 1/28/2024 at 9:14 AM, Anthony said:

We need the Board to vote this email election is illegal.

I agree.

On 1/28/2024 at 9:14 AM, Anthony said:

The Chair states that the Chair of Chairs has decided to vote electronically.  How does the Chair of Chairs make any decisions. 

I don't even know what "the Chair of Chairs" is. Such a position does not exist in RONR, so to the extent such a position has any decision making authority at all, that authority would need to be granted by your bylaws.

On 1/28/2024 at 1:49 PM, Guest Anthony said:

Could we make a motion to amend the bylaws, change the bylaws so the Chair can be removed on a simple majority?

Yes.

Edited January 28, 2024 at 09:01 PM by Josh Martin

[Anthony]

On 1/28/2024 at 4:00 PM, Josh Martin said:

Thank you for this clarification. Based on these additional facts, I don't think there's anything you can do to "stop" this email vote. You may, however, challenge it after the fact, via a Point of Order and Appeal.

Point of Order and Appeal which then gets voted on by the Board?  How do the 3 voting members removed from the Board get to vote? 

[Anthony]

On 1/28/2024 at 4:00 PM, Josh Martin said:

Thank you for this clarification. Based on these additional facts, I don't think there's anything you can do to "stop" this email vote. You may, however, challenge it after the fact, via a Point of Order and Appeal.

In the interim, perhaps the best course of action for those who believe accepting the resignations was invalid would be to vote for the persons who still hold the positions in question.

I agree.

I don't even know what "the Chair of Chairs" is. Such a position does not exist in RONR, so to the extent such a position has any decision making authority at all, that authority would need to be granted by your bylaws.

Yes.

Could I sent out an email vote to change bylaws from this to that and then get a vote?  Would that need 2/3 as the bylaws say or just majority since it is an email vote?

[Anthony]

Can anyone petition the Board or does it have to be one of the elected 4?

[Josh Martin]

On 1/29/2024 at 12:01 PM, Anthony said:

Point of Order and Appeal which then gets voted on by the Board?

Yes.

On 1/29/2024 at 12:01 PM, Anthony said:

How do the 3 voting members removed from the Board get to vote? 

I don't think they will get to.

On 1/29/2024 at 12:04 PM, Anthony said:

Could I sent out an email vote to change bylaws from this to that and then get a vote?

Theoretically, I see no reason why not. The rules in your bylaws provide that "Any action requiring approval" may be taken without a meeting. They also apparently provide no guidance for how such votes are conducted, such as who is supposed to send out the email vote.

On 1/26/2024 at 8:50 AM, Anthony said:

Section 6: Actions without Meeting
Any action requiring approval, including the election of regular members, may be taken without a meeting, via email or similar electronic means, provided a record of the decision and corresponding roll call is reflected under "Unfinished Business" in the minutes of the subsequent regular meeting.

On 1/29/2024 at 12:04 PM, Anthony said:

Would that need 2/3 as the bylaws say or just majority since it is an email vote?

If your bylaws provide that a 2/3 vote is required to amend the bylaws, that is still what will be required, regardless of how the vote is taken.

On 1/29/2024 at 12:08 PM, Anthony said:

Can anyone petition the Board or does it have to be one of the elected 4?

I don't know what you mean by "petition the Board" or what you mean by "one of the elected 4."

[Anthony]

Sorry.  Can anyone send the 44 Executive Committee members an email requesting an affirmative vote for a special meeting?

[Anthony]

Under Article IV Section 6  Actions without Meeting,  the following method of voting electronically is put forward via the committee of chairs. 

Committee of Chairs would be the 5 committees the chair is allowed to form ie finance, events, membership, etc.  Those 5 chairs of that committee would form the Chair of Chairs committee.  I don't see in the bylaws that they can put forward any method of voting be it electronic or otherwise.

 

On 1/29/2024 at 1:04 PM, Anthony said:

You may, however, challenge it after the fact, via a Point of Order and Appeal.

If the Chair illegally removes the 3 voting members then we can appeal at the next meeting or call a special meeting? Executive Committee member makes a motion to appeal the illegal removal of 3 executive committee members- 2nd - and then it goes to a vote? The Executive Committee votes and with a majority vote reverse the Chair's actions giving the three back their positions?

Robert’s Rules (RR) 45:57 indicates that Vote by Mail (or email see RR 45:59) may be advantageous for important votes when a small fraction of the membership normally attend meetings.  As this is the case, and because the last two meetings have not been orderly and have lasted longer than most members would prefer,  an electronic version of voting  is proposed here in accordance with RR 45:59.

The Chair is misleading the Board when he makes this statement, correct? Of course, our bylaws give him the right to vote via email but it does not spell out the process. He uses the voting process in RR but would that apply to email voting if email voting is not allowed in RR?

         . No section in RONR authorizes absentee voting.  See 45:56 

• Any reference to electronic voting in §45 refers to digital voting devices used at proper in-person meetings, and so the same quorum rules apply.                                                                                                                                                                                                                               Our bylaws:  Any action requiring approval, including the election of regular members, may be taken without a meeting, via email or similar electronic means, provided a record of the decision and corresponding roll call is reflected under "Unfinished Business" in the minutes of the subsequent regular meeting.

Could we send out an email vote asking who is in favor of

On 1/25/2024 at 7:40 AM, Dan Honemann said:

RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means.

Is there a difference of opinion as to whether or not RR allows for email voting?

[Anthony]

If the chair will not have a meeting where a member can make a point of order, receive a second and then take it to the Board for a vote, can we send out an email making a motion to amend the Chairs decision to illegally remove the Board members without presenting the matter to the Board?

x  Amend Chairs decision to remove members

xx Accept Chairs decision to remove members

[Dan Honemann]

On 1/29/2024 at 11:04 PM, Anthony said:

Is there a difference of opinion as to whether or not RR allows for email voting?

Immediately prior to asking this question, Anthony quotes me as saying the following on 1/25/2024 at 7:40 AM:

"RR 45:59 and RR 45:61 authorizes electronic voting but does not provide associated quorum rules further suggesting that the question of quorum is moot when voting via electronic means."

This is what I actually said at that time:

"Voting by email is prohibited unless your bylaws specifically authorize it (see 45:56).  45:59 and 45:61, to which you refer, relate to voting by regular mail, and voting by this method must also be authorized in the bylaws (see 45:57)."