Cloverdale follows the general principals of Roberts Rules of Order during their meetings – preserving decorum of all in attendance. The following twenty (20) questions are based upon inquiries repeatedly received on the Q&A Forum – questions 1 through 20 derive from Robert’s Rules of Order Newly Revised In Brief {RONR}


Question 1:
Is it true that the president can vote only to break a tie?

No, it is not true that the president can vote only to break a tie. If the president is a member of the assembly, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, speak in debate and to vote on all questions. However, the impartiality required of the presiding officer of an assembly (especially a large one) precludes exercising the right to make motions or 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 which 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, he or she 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 (10th ed.), p. 392-93; see also Table A, p.190 of RONR In Brief.]

Question 2:
Can ex-officio members vote, and are they counted in determining whether a quorum is present?

“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 (except the nominating committee); and

2. If the ex-officio member is not a member, officer, or employee 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 (10th ed.), p. 466-67; p. 480, l. 18-27.]

Question 3:
Is it true that, once a quorum has been established, it continues to exist no matter how many members leave during the course of the meeting?

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 notices 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 whenever another person is not speaking. It is dangerous to allow the transaction of substantive business to continue in the absence of a quorum. Although a Point of Order relating to the absence of a quorum is generally not permitted to affect prior action, if there is clear and convincing proof no quorum was present when business was transacted, the presiding officer can rule that business invalid (subject to appeal).
[RONR (10th ed.), p. 337-38; see also p. 12-13 of RONR In Brief]

Question 4:
In determining the result of a vote, what constitutes a majority?

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 8 1/2, so that 50 percent plus one would be 9 1/2. Under such an erroneous definition of a majority, one might say that the motion was not adopted because it did not receive fifty percent plus one of the votes cast, although it was, quite clearly, passed by a majority vote.
[RONR (10th ed.), p. 387; see also p. 66 of RONR In Brief.]

Question 5:
Can we round to the nearest number in computing the result of a vote? For example, since two thirds of 101 is 67.3333, will 67 affirmative votes out of 101 votes cast meet the requirement of a two-thirds vote?

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. It is less than two thirds, and will not suffice.
[RONR (10th ed.), p. 388.]

Question 6:
Do abstention votes count?

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 either a majority vote or a two-thirds vote is required, 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 vote required is 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.
[RONR (10th ed.), p. 387, l. 7-13; p. 388, l. 3-6; p. 390, l. 13-24; see also p.66 of RONR In Brief.]

Question 7:
What is a vote of no confidence?

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.

Question 8:
How do you deal with a “friendly amendment”?

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 (10th ed.), p. 154.]

Question 9:
Isn’t it true that a member who has a conflict of interest with respect to a motion cannot vote on the motion?

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 he should not vote on such a motion, but even then he or she cannot be compelled to refrain from voting.
[RONR (10th ed.), p. 394, l. 15-25.]

Question 10:
Should proxy votes be counted?

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 (10th ed.), p. 414-15.]

Cloverdale’s governing documents Public Offering Statement – Exhibit 4, Section 3.9 – Voting; 3.10 – Quorum and 3.11 Majority Vote. explain and require Proxy Ballots – futher, a resolution watermark of the particualr year for Annual Meetings is to be inbedded behind the body of text for a duly executed proxy.

A previous year’s proxy >>> REFERENCE SAMPLE ONLY

Question 11:
Must debate on a motion stop immediately as soon as any member calls the question?

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 (10th ed.), p. 193-94; see also p 35-37 of RONR In Brief.]

Question 12:
Isn’t it always in order to move to table a motion to the next meeting?

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 in order to take up something else of immediate urgency. In ordinary societies it is rarely needed, and hence seldom in order. [RONR (10th ed.), p. 201-210; see also p. 127 of RONR In Brief.]

Question 13:
Can something be defeated by adopting a motion to table it?

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 (10th ed.), p. 207-209.]

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 Consideration of [the] Question”, which is undebatable and can suppress the main question by a two-thirds vote against consideration. [RONR (10th ed.), p. 209, l. 1-4; p. 258-61; see also p. 129 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. [RONR
(10th ed.), p. 121-24; see also p. 126 of RONR In Brief.]

If you feel that it is undesirable that debate take place, move the “Previous Question”
immediately after moving 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 (10th ed.), p. 189-201.]

Question 14:
How can I get an item on the agenda for a meeting?

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 which 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 (10th ed.), p. 363, l. 8-20; see also p. 16 of RONR In Brief.]

Question 15:
Isn’t it necessary to summarize matters discussed at a meeting in the minutes of that meeting in order for the minutes to be complete?

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 (10th ed.), p. 451, l. 25-28; see also p. 146 of RONR In Brief.]

Question 16:
If minutes of a previous meeting are corrected, are the corrections entered in the minutes of the meeting at which the corrections were made?

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.”

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”. In this event, 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. [RONR (10th ed.), p. 452, l. 12-15; p. 458, l. 10-16; see also p.151 of RONR
In Brief.]

Question 17:
Can votes be taken in an executive session?

Yes, votes can be taken in executive session. Proceedings in an executive
session are secret, but are not restricted in any other way.

[RONR (10th ed.), p. 92-93.]

Cloverdale follows the exercise of Executive Session; in order to go into executive session a Member must make a motion, it needs a second and is debatable. It takes a majority vote to adopt. If the Members vote to go into executive session, all nonmembers must leave the room until the board votes to end executive session. Minutes should state that the Members voted to go into executive session and the reason for doing so. It also might be helpful to include the time the board went into executive session and when it ended executive session. For example the minutes might state:

“The board voted to go into executive session to consult with the attorney about the legal implications canceling the contract with the XYZ Company. The executive session began at 10:15am and ended at 10:45am”.

Usually boards only go into executive session to discuss a matter and not take action. All minutes of executive session can only be approved in executive session. Since minutes state actions adopted rather than discussion, only those actions approved in executive session are recorded in those minutes.

– Cloverdale’s meetings are open to all Members – Executive Session is not an Open Meeting.

Question 18:
Is it possible to withdraw a resignation after it has been submitted?

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 (10th ed.), p. 277-80; 283-85.]

Question 19:
Can we hold our board meetings by conference telephone call?

You may hold board meetings by conference telephone call 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 special rules should be adopted to specify precisely how recognition is to be sought and the floor obtained during such meetings. [RONR (10th ed.), p. 482, l. 28, to p. 483, l. 5; see also p. 159 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. If action is taken by the board on the basis of individual approval, such action must be ratified by the board at its next regular meeting in order to become an official act. [RONR (10th ed.), p. 469, l. 24, to p. 470, l. 2.]

Cloverdale’s governing documents permit telephonic participation.

Question 20:
How can we get rid of officers we don’t like before their term is up?

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 by such a committee, 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 election can be rescinded (see Chapter 7 of RONR In Brief) and a successor then 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 (10th ed.), p. 642-43.]

Cloverdale’s governing documents – Public Offering Statement – Exhibit 4, Section 4.3 -Removal of Officers. Upon the affirmative vote of a majority of the Directors, any officer may be removed, either with or without cause, and his or her successor may be elected at any regular meeting of the Executive Board, or at any special meeting of the Executive Board called for that purpose.