no vote decision

[Guest John P.]

The chairman said the Board acted based on his suggested action and that that since no one objected, a formal vote was not needed.

[George Mervosh]

Read pp. 51-53 and decide if that's what happened.

[hmtcastle]

The chairman said the Board acted based on his suggested action and that that since no one objected, a formal vote was not needed.

At meetings of small boards with not more than about a dozen members present, a formal motion is not required, nor is a vote if there is no objection. See pp.470-471.

[Trina]

However, RONR does suggest (on the pages mentioned by Mr. Mervosh) some formality of language even in this informal situation -- e.g. the chair looking around and saying, 'OK, if there's no objection, we'll go ahead with thus-and-such.' That puts people on notice that a decision is actually being made by the assembly.

If the chair just makes a suggestion, and no one objects -- perhaps because some of the members assume the chair's suggestion is a preliminary idea, or food for thought, rather than a decision to be made RIGHT NOW -- that should be a different situation.

[George Mervosh]

I think it has been rightly noted here before, just because no one objected doesn't mean unanimous consent was received. Ramrodding something down an assembly's throat when they're caught off guard, or a more benign example like Trina's doesn't cut in under the rules in RONR.

[Rob Elsman]

The chairman said the Board acted based on his suggested action and that that since no one objected, a formal vote was not needed.

Making a suggestion is not equivalent to a unanimous consent request. No one objected, because no one knew they were being asked for consent. Form is important. And, as Mr. Mervosh has already noted, the proper procedure for transacting business by unanimous consent is discussed in RONR (10th ed.), pp. 51-53.

[hmtcastle]

No one objected, because no one knew they were being asked for consent.

No one knows what actually happened and if the poster's question is, "can the body act without a vote?", the answer is yes.

[Rob Elsman]

No one knows what actually happened and, in fact, the original poster hasn't even asked a question.

The subheading of the post asks if the body can act without a vote.

[David A Foulkes]

No one knows what actually happened and if the poster's question is, "can the body act without a vote?", the answer is yes.

Well, for the sake of a question mark left out, the sub-subject line is kind of sort of in a way a question.

[Kim Goldsworthy]

The chairman said the Board acted based on his suggested action ...

... and that that since no one objected, a formal vote was not needed.

That is possible.

In RONR, read up on "general consent" and "unanimous consent."

I don't know if what your chair did actually fit unanimous consent/general consent - or not.

But you judge for yourself. - You were there; you know what happened; you know the intent; you know the context.

You should know the difference between:

(a.) a railroaded proposition or a ramrodded proposition, with hidden agendas and personal conflicts of interest;

vs.

(b.) an informal consensus, or gentleman's agreement, for the good of the organization, truly relevant for the business at hand.

[Guest Jim]

It's been 18 months since the last reply on this thread, but it looks like the best place to seek some further clarification…

I am wondering whether more than the words "in the absence of objection", i.e. non-verbal aspects of the Chair's handling, are germane to the issue of whether members' rights are being respected.

I was at a meeting of nearly 40 directors which meets at least quarterly for a session of two days, each day fairly exhausting, consuming 7 hours+ of meeting time. We had adopted the agenda, including the printed time at which to adjourn (5pm). When we reached 5pm, we had not completed the general orders for the day, but there was no need to dispose of all the scheduled business on the first day, and some of this business was so important as to warrant adequate time, including time for questions.

The Chair, at about 5pm, said words to the effect that "We still have a number of items and so if there is no objection we'll continue and carry ahead with more business" and, without any meaningful pause, launched into the next item. I would have had to interrupt the Chair already well into another general order. Staying over time was not something I expected us to do, nor could I well afford to do. When it became apparent at 5:15pm that no end was in sight, I quietly absented myself. The next day, the chair privately "joked" that he should fine me for leaving out of order. I did not take it well, and suggested that he had failed to accord the assembly their rights by not seeking a 2/3 vote, at which point he countered that he has called for objection and received none.

Setting aside whether a Board which cannot complete its business in 14 hours in two days should really be extending their time to 15 hours (at members' expense), and setting aside whether or not it was advantageous to anyone on the Board that the items in question received little to no time for questioning, and setting aside that our chairs – by custom (instead of the Secretary) – have personally taken over the preparation of the lengthy draft agenda, and that it is no duty (nor mark of success) for a chair to assure that an assembly "gets through" its agenda, and setting aside that – in a polarized environment indisposed to dissent – it may be particularly important that the chair not steer away from potentially needed dissent, here is my argument:

1) the idea of extending the meeting had not come from the floor… it came from the chair, thereby making his own motion and not enabling something anyone had been seeming to ask

2) he had not accorded the question a distinct pause, combined with a slow look all the way around the table, as would have been in order to show he was properly open to an objection

3) he did not establish, from the assembly, how much longer they were prepared to continue

My questions are:

1. Are my points well taken

2. Do people support the importance (my point 2) of *how* the chair handles the call for objection?

3. Does RONR accept in all cases, the absence of objection to "if there is no objection" as legitimizing every action that a Chair might suggest, setting the bar no higher bar for actions that normally require a 2/3 vote?

Thanks!

[tctheatc]

Asking if there is no objection is a pretty high bar itself. One objection is enough to stop the action. One. 100% is pretty darn high.

True, nobody should shove it down the assembly's throats, but you gotta speak up. Go ahead and interrupt with an objection. Call for the orders of the day. Move to adjourn. Say something!

[David A Foulkes]

As I read the section on "unanimous consent" (page 51ff) it seems

1. The chair can ask for unanimous consent in the absence of a motion, but if any member does object, he should ask for a motion, or at least put the question (as he would perhaps expect it) assuming the motion.
2. The chair should pause after asking "If there is no objection" and stating the proposed action to continue with. If no objection is forthcoming, he should then say "As there is no objection....(proposed action)", ostensibly giving one more chance at objection. Even if he has begun to carry on, after announcing there is no objection, if a member does then object, the chair should ignore his own announcement and put the question, or ask for a motion.
3. Unanimous consent can be used to adopt an action even requiring a 2/3 vote, although it is usually better to take a formal vote, especially if the matter at hand is of some importance.
4. There would have been nothing wrong with you jumping in right over the chair with your objection as he began to continue, but I think after you (and all others) let him continue, it could be inferred that unanimous consent was in fact given.

The situation wasn't handled all that properly, but as a wise man once said, "rules don't enforce themselves."

ps. Not sure what calendar you use, but ..... 18 months since the last reply? Umm.......

[Gary Novosielski]

The Chair, at about 5pm, said words to the effect that "We still have a number of items and so if there is no objection we'll continue and carry ahead with more business" and, without any meaningful pause, launched into the next item. I would have had to interrupt the Chair already well into another general order.

Well, if you didn't object, and nobody else objected, then apparently there was "no objection". If the chair asks for unanimous consent (which is what this mechanism is called), and does not pause long enough to allow a reasonable time for objection, then you are not violating any rule by interrupting him.

But if everyone sits in stunned silence, and the chair assumes consent, he's not violating any rule either.

If you have an objection, you have to speak up. At that point, the chair will have to put the question (if any) to a vote.

[Guest Jim]

As I read the section on "unanimous consent" (page 51ff) it seems

1. The chair can ask for unanimous consent in the absence of a motion, but if any member does object, he should ask for a motion, or at least put the question (as he would perhaps expect it) assuming the motion.
2. The chair should pause after asking "If there is no objection" and stating the proposed action to continue with. If no objection is forthcoming, he should then say "As there is no objection....(proposed action)", ostensibly giving one more chance at objection. Even if he has begun to carry on, after announcing there is no objection, if a member does then object, the chair should ignore his own announcement and put the question, or ask for a motion.
3. Unanimous consent can be used to adopt an action even requiring a 2/3 vote, although it is usually better to take a formal vote, especially if the matter at hand is of some importance.
4. There would have been nothing wrong with you jumping in right over the chair with your objection as he began to continue, but I think after you (and all others) let him continue, it could be inferred that unanimous consent was in fact given.

The situation wasn't handled all that properly, but as a wise man once said, "rules don't enforce themselves."

ps. Not sure what calendar you use, but ..... 18 months since the last reply? Umm.......

True about not 18 months (just 6… being tired past 1am, my apprehension to re-open a hibernating thread maybe got the best of me (err on the side of apology) :-)

The point about the chair not needing a motion is well taken… an assembly can, after all as I understand it, consent to a decision in absence of a motion provided it was sufficiently clear to everyone what they were agreeing to.

I still think it would have been better to establish how much longer the group was actually willing to continue. I bet if the question were actually asked, as to whether to extend by half an hour, there would have been difficulty achieving a majority, much less 2/3.

[Josh Martin]

1. Are my points well taken

Your point that the chair did not provide an appropriate pause is well taken. Your other points are not. The chair is permitted to ask for unanimous consent to facilitate the conduct of business, and it was not really necessary to determine how long the members wished to continue.

2. Do people support the importance (my point 2) of *how* the chair handles the call for objection?

It is very important that the chair pauses to allow for objections when using the procedure for unanimous consent.

3. Does RONR accept in all cases, the absence of objection to "if there is no objection" as legitimizing every action that a Chair might suggest, setting the bar no higher bar for actions that normally require a 2/3 vote?

The chair only should use unanimous consent in order to facilitate the conduct of business. It is entirely possible that the chair truly believed the board wished to continue the meeting and felt using unanimous consent was appropriate. The only real issue here is that he rushed the procedure.

I still think it would have been better to establish how much longer the group was actually willing to continue. I bet if the question were actually asked, as to whether to extend by half an hour, there would have been difficulty achieving a majority, much less 2/3.

This really is not necessary. Since there was no longer a scheduled time for adjournment (as the assembly had done away with it by unanimous consent) a member may simply make a motion to Adjourn. It is undebatable and requires a majority vote, and it takes precedence over almost anything.