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Henry M. Robert (1837–1923).  Robert’s Rules of Order Revised.  1915.


Page 201

the state law empowers members of all corporations to appoint proxies to vote at all business meetings, no by-laws of an incorporated secret society could prevent non-members holding proxies from attending and voting at all business meetings of the society. This should not be the case. With stock corporations it does no harm, because all the business is done by directors, and no proxies are allowed in their meetings, and no one can be present without their consent. But in many societies of the kind mentioned the business is transacted in meetings attended by none but members, and unlimited proxies would be a serious interference with their work. If the state law requires proxy voting in all corporations, it should be limited to the election of officers, including directors, and also the proxies should be required to be held by members of the corporation in all organizations whose primary object is not pecuniary profit.

47. Votes that are Null and Void even if Unanimous.

   No motion is in order that conflicts with the laws of the nation, or state, or with the assembly’s constitution or by-laws, and if such a motion is adopted, even by a unanimous vote, it is null and void. No rule that conflicts with a rule of a higher order is of any authority; thus, a by-law providing for the suspension by general consent of an article of the constitution would be null and void; so, the general parliamentary rule allowing a two-thirds vote to amend the by-laws after due notice, is only in force when the by-laws are silent on the subject. Rules that protect absentees cannot be suspended informally by general consent, or formally by a unanimous vote, as the absentees have not given their consent. For instance, a rule requiring the giving



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