FAQs

No, it is not true that the president can vote only to break a tie. If the president is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. So, in meetings of a small board (where there are not more than about a dozen board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member. However, the impartiality required of the presiding officer of any other type of assembly (especially a large one) precludes exercising the rights to make motions or speak in debate while presiding, and also requires refraining from voting except (i) when the vote is by ballot, or (ii) whenever his or her vote will affect the result.

When will the chair’s vote affect the result? On a vote that is not by ballot, if a majority vote is required and there is a tie, he or she may vote in the affirmative to cause the motion to prevail. If there is one more in the affirmative than in the negative, the chair can create a tie by voting in the negative to cause the motion to fail. Similarly, if a two-thirds vote is required, he or she may vote either to cause, or to block, attainment of the necessary two thirds. [RONR (12^th ed.) 44:12–13; see also Table A, p. 206 of RONR In Brief.]

“Ex officio” is a Latin term meaning “by virtue of office or position.” Ex-officio members of boards and committees, therefore, are persons who are members by virtue of some other office or position that they hold. For example, if the bylaws of an organization provide for a Committee on Finance consisting of the treasurer and three other members appointed by the president, the treasurer is said to be an ex-officio member of the finance committee, since he or she is automatically a member of that committee by virtue of the fact that he or she holds the office of treasurer.

Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote. There are, however, two instances in which ex-officio members are not counted in determining the number required for a quorum or in determining whether or not a quorum is present. These two instances are:

1. In the case of the president, whenever the bylaws provide that the president shall be an ex-officio member of all committees (or of all committees with certain stated exceptions); and

2. When the ex-officio member of the board or committee is neither an ex-officio officer of the board or committee nor a member, employee, or elected or appointed officer of the society (for example, when the governor of a state is made ex officio a member of a private college board).

Again, however, it should be emphasized that in these instances the ex-officio member still has all of the rights and privileges of membership, including the right to vote. [RONR (12^th ed.) 49:8–9, 50:16.]

No. Once a quorum at a meeting has been established, the continued presence of a quorum is presumed to exist only until the chair or any other member alerts the assembly that a quorum is no longer present. If the chair notices the absence of a quorum, he or she should declare this fact, at least before taking any vote or stating the question on any new motion. Any member noticing the apparent absence of a quorum can and should make a Point of Order to that effect at a time when another person is not speaking.

It is true that debate on a question already pending can be allowed to continue at length after a quorum is no longer present, until a member raises the point; but it is never permissible to transact substantive business in the absence of a quorum. It is also true that a Point of Order relating to the absence of a quorum is generally not permitted to affect prior action—but such a Point of Order can cause prior action to become invalid if there is clear and convincing proof that no quorum was present when the business was transacted. [RONR (12^th ed.) 40:12; see also pp. 12–13 of RONR In Brief.]

The word “majority” in this context means, simply, more than half. The use of any other definition, such as 50 percent plus one, is apt to cause problems. Suppose in voting on a motion 17 votes are cast, 9 in favor and 8 opposed. Fifty percent of the votes cast is 8½ so that 50 percent plus one would be 9½. Under such an erroneous definition of a majority, one might say that the motion was not adopted because it did not receive 50 percent plus one of the votes cast, although it was, quite clearly, passed by a majority vote. [RONR (12^th ed.) 44:1; see also p. 66 of RONR In Brief.]

No. The requirement of a two-thirds vote means at least two thirds. As a consequence, nothing less will do. If 101 votes are cast, 67 affirmative votes are not at least two thirds. They are less than two thirds, and will not suffice.

A simple method of determining whether a motion has attained a two-thirds vote is to observe whether the affirmative votes are at least double all the other votes. This means—except in the rare instance when a vote other than “yes” or “no” is counted in the total, such as an illegible ballot—they must be at least double the negative votes. So if there are 34 in the negative, a two-thirds vote is attained only if there are 68 (which is 34 × 2) or more in the affirmative. [RONR (12^th ed.) 44:3.]

The phrase “abstention votes” is an oxymoron, an abstention being a refusal to vote. To abstain means to refrain from voting, and, as a consequence, there can be no such thing as an “abstention vote.”

In the usual situation, where the rules require either a “majority vote” or a “two-thirds vote,” abstentions have absolutely no effect on the outcome of the vote since what is required is either a majority or two thirds of the votes cast. On the other hand, if the rules explicitly require a majority or two thirds of the members present, or a majority or two thirds of the entire membership, an abstention will have the same effect as a “no” vote. Even in such a case, however, an abstention is not a vote and is not counted as a vote. [RONR (12^th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]

The term “vote of no confidence” is not used or defined anywhere in RONR, and there is no mention of any motion for such a vote. However, this does not mean that an assembly cannot adopt a motion, if it wishes, expressing either its confidence or lack of confidence in any of its officers or subordinate boards or committees. Any such motion would simply be a main motion, and would have no effect other than to express the assembly’s views concerning the matter. A vote of “no confidence” does not—as it would in the British Parliament—remove an officer from office.

On occasion, while a motion is being debated, someone will get up and offer what he or she terms a “friendly amendment” to the motion, the maker of the original motion will “accept” the amendment, and the chair will treat the motion as amended. This is wrong. Once a motion has been stated by the chair, it is no longer the property of the mover, but of the assembly. Any amendment, “friendly” or otherwise, must be adopted by the full body, either by a vote or by unanimous consent.

If it appears to the chair that an amendment (or any other motion) is uncontroversial, it is proper for the chair to ask if there is “any objection” to adopting the amendment. If no objection is made, the chair may declare the amendment adopted. If even one member objects, however, the amendment is subject to debate and vote like any other, regardless of whether its proposer calls it “friendly” and regardless of whether the maker of the original motion endorses its adoption. [RONR (12^th ed.) 12:91.]

Under the rules in RONR, no member can be compelled to refrain from voting simply because it is perceived that he or she may have some “conflict of interest” with respect to the motion under consideration. If a member has a direct personal or pecuniary (monetary) interest in a motion under consideration not common to other members, the rule in RONR is that the member should not vote on such a motion, but even then he or she cannot be compelled to refrain from voting. [RONR (12^th ed.) 45:4.]

A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR (12^th ed.) 45:70–71.]

It is a fairly common misconception that, after debate has continued for some time, if any member shouts out “Question!” or “I call the question!” debate must immediately cease and the chair must put the pending question to a vote. This is simply not the case. Any member who wishes to force an end to debate must first obtain the floor by being duly recognized to speak by the chair, and must then move the Previous Question. Such a motion must be seconded, and then adopted by a two-thirds vote, or by unanimous consent. It is not in order to interrupt a speaker with cries of “Question” or “Call the Question,” and even if no one is speaking, it is still necessary to seek recognition. [RONR (12^th ed.) 16:6–7; see also pp. 35–37 of RONR In Brief.]

This question confuses the motion to Lay on the Table with the motion to Postpone to a Certain Time. The purpose of the motion to Lay on the Table is to enable an assembly, by majority vote and without debate, to lay a pending question aside temporarily when something else of immediate urgency has arisen or when something else needs to be addressed before consideration of the pending question is resumed. In ordinary societies it is rarely needed, and hence seldom in order. [RONR (12^th ed.) 17:1–24; see also p. 127 of RONR In Brief.]

This is a common violation of fair procedure. Such a motion is not in order, because it would permit debate to be suppressed by a majority vote, and only a two-thirds vote can do that. The proper use of the motion to Lay on the Table is stated in the answer to Question 12, immediately above. [RONR (12^th ed.) 17:13–16.]

How can something be defeated without a direct vote on it?

Before debate on an original (ordinary substantive) main motion has begun, you may raise an Objection to the Consideration of the Question, which is undebatable and can suppress the main question by a two-thirds vote against consideration. [RONR (12^th ed.) 17:19, 26:1–9; see also pp. 129–30 of RONR In Brief.]

If debate on the main motion has begun and you want to get rid of that motion without a direct vote on it, use the motion to Postpone Indefinitely. That motion requires only a majority vote, but until it is adopted, it leaves the main question open to debate.

If you feel that it is undesirable that debate take place, move the Previous Question immediately after the chair has stated the question on the motion to Postpone Indefinitely. If adopted by a two-thirds vote, this motion will cause an immediate vote on the motion to Postpone Indefinitely without further debate. [RONR (12^th ed.) 17:18, 11:1–8, 16:1–28; see also p. 126 of RONR In Brief.]

For a proposed agenda to become the official agenda for a meeting, it must be adopted by the assembly at the outset of the meeting.

At the time that an agenda is presented for adoption, it is in order for any member to move to amend the proposed agenda by adding any item that the member desires to add, or by proposing any other change.

It is wrong to assume, as many do, that the president “sets the agenda.” It is common for the president to prepare a proposed agenda, but that becomes binding only if it is adopted by the full assembly, perhaps after amendments as just described. [RONR (12^th ed.) 41:62; see also pp. 16–17 of RONR In Brief.]

Not only is it not necessary to summarize matters discussed at a meeting in the minutes of that meeting, it is improper to do so. Minutes are a record of what was done at a meeting, not a record of what was said. [RONR (12^th ed.) 48:2; see also pp. 148–49 of RONR In Brief.]

If corrections to minutes are made at the time when those minutes are originally submitted for approval, such corrections are made in the text of the minutes being approved. The minutes of the meeting at which the corrections are made should merely indicate that the minutes were approved “as corrected,” without specifying what the correction was.

If it becomes necessary to correct minutes after they have initially been approved, such correction can be made by means of the motion to Amend Something Previously Adopted. Since the motion to Amend Something Previously Adopted is a main motion, the exact wording of that motion, whether adopted or rejected, should be entered in the minutes of the meeting at which it was considered. If a correction to previously approved minutes is adopted, the secretary does not actually alter the content of the original minutes, but may make a marginal notation indicating the corrected text or referring to the minutes of the meeting at which the correction was adopted. [RONR (12^th ed.) 48:4(5), 48:15; see also p. 153 of RONR In Brief.]

Yes, votes can be taken in executive session. Proceedings in an executive session are secret, but are not restricted in any other way. [RONR (12^th ed.) 9:24–27.]

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—that is to say, 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 (12^th ed.) 32:1–8, 33:12–18.]

You may hold board meetings by videoconference or teleconference (including over the Internet) only if your bylaws specifically authorize you to do so. If they do, such meetings must be conducted in such a way that all members participating can hear each other at the same time, and rules should be adopted to specify the equipment required to participate, as well as methods for seeking recognition, obtaining the floor, submitting motions in writing, determining the presence of a quorum, and taking and verifying votes. [RONR (12^th ed.) 9:30–36; see also p. 162 of RONR In Brief.]

It should be noted in this connection that the personal approval of a proposed action obtained from a majority of, or even all, board members separately is not valid board approval, since no meeting was held during which the proposed action could be properly debated. [RONR (12^th ed.) 49:16.]

It depends. If the bylaws just state a fixed term for the officer, such as “two years,” or if they say the officer serves for a specified term “and until [the officer’s] successor is elected” (or words to that effect), then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial. The procedure is complex and should be undertaken only after a careful review of Chapter XX of RONR.

On the other hand, if the bylaws state a term for the office but add “or until [the officer’s] successor is elected,” or contain other wording explicitly indicating that the officer may be removed before the term expires, then the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership—any one of which will suffice. A successor may thereafter be elected for the remainder of the term.

Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (12^th ed.) 62:16.]