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An organization's bylaws require notice of the convention to be sent to all delegates 45 days prior to the session. The notice provides the date, time, location, and general statement of the business to be conducted. [E.g., election of officers, resolutions, amendments to bylaws, etc.]. The bylaws then require "a more detailed packet containing proposed resolutions, nomination and election information, and other relevant meeting materials" to be sent "no less than 30 days prior to the meeting." The notice of meeting was timely sent 50 days out. However, because of a necessary correction to the nomination and election information, the detailed packet was sent out a day late. Clearly the meeting itself is proper, but there could be a problem with the resolutions if the requirement for the detailed packet is interpreted as a requirement for prior notice of motions. [There are no bylaw amendments.]. Would adoption of a resolution with the deficient notice be OK provided none of the registered delegates object or would delegates who were elected by their constituent units but who did not attend the convention be considered 'absentees' for purposes of RONR section 23:6(e)? And if 23:6(e) applies, since that simply allows an untimely point of order to be raised later how and when would an objecting absent delegate raise the issue? Thx

Thanks for the input. Just to clarify: The RESOLVED clause with a brief BACKGROUND statement below it were presented in a one-page resolution submitted by the committee chair. The RESOLVED clause simply authorizes the committee to proceed with the project and provides the funding; the BACKGROUND statement is just a brief summary of the project -- It's possible there was a more detailed oral report, but the minutes do not state. My understanding is that the Board had been more fully briefed about the nature of the project at a prior meeting -- this meeting simply gave the order to proceed. The adopted RESOLVED clause was included verbatim in the minutes; the Background statement was not. The crux of the matter is whether the committee was free to exercise its judgment or had to adhere to the project details given in the background statement. Clearly, a special meeting of the Board could have addressed the matter -- but that didn't happen. I am looking at this issue in the past tense for a training exercise to address how this tzimmes could have been avoided.

A committee presents a written 'resolution' to the Board asking it to adopt the recommended action. The resolution contains no Whereas clauses, but it does contain a BACKGROUND statement briefly summarizing the purpose of the resolution. The Board adopts the recommended action; the minutes include neither the text nor a summary of the background statement. Those charged with implementing the resolution have chosen to do so in a way that fails to address one of the items stated in the Background statement. A dispute has arisen whether they must do so. Just to make this clear: the resolution provides funding for construction of a new multi-story building. The background statement briefly describes the project and states that access to the floors is to be provided by stairways, ADA-compliant ramps, escalators, and elevators. The building committee now believes that escalators are an unnecessary expense given the elevators and ramps, so has omitted them from the building plans. Escalator fans are upset! Must the committee give effect to the Background statement and provide for all four methods of access? RONR doesn't really address such an issue...the closest it comes is below, but it addresses the reasons for a motion, not really applicable to this situation. Also note that the committee presented the Board only with its recommended action and a brief background statement. There was no 'report' presented for adoption and the Board adopted only the recommended action which did no more than approve the project funding. "It is usually inadvisable to attempt to include reasons for a motion's adoption within the motion itself. To do so may encumber the motion and may weigh against its adoption—since some members who approve of the action it proposes may dislike voting for it if it states reasons with which they disagree. When special circumstances make it desirable to include a brief statement of background, the motion should be cast in the form of a resolution, with the background or reasons incorporated in a preamble that is placed before the resolving clauses. RONR (12th ed.) 10:16] Thoughts? [Obviously the board can resolve the matter, but the project is due to be advertised for bid prior to the board's next meeting.]

Yes, it's both. I agree with Mssr. Atul that 'provided' includes the concept of 'also', but have no problem with his alternate language. Thanks to all.

This may look like a legal question, but I am just looking for some scrivening advice.... A non-profit association's bylaws require a 2/3 vote [present and voting] to take certain actions. The state's non-profit code states "the bylaws may not provide for a lesser vote than a majority of the directors present." If there are a significant number of abstentions, a 2/3 affirmative vote may be less than a majority of those present. E.g. with 50 present a majority of those present id 26. A vote of 17-8 meets the 2/3 threshold but is insufficient to comply with the statute. Similarly, a vote of 26-24 meets the statutory requirement, but is less than 2/3 required by the bylaws. They want to change the language to avoid these anomalies. One suggestion is: "...requires approval by 2/3 of those present and voting, provided the number of affirmative votes is at least a majority of members present." This works, but it seems awkward and could be confusing without including examples an as outlined above. Does anyone have any suggestions for better phrasing? Thanks

Yup, the rule is extremely simple -- amendments to the policy/procedure manual [where the special rules of order are located] may be adopted or amended by a simple majority vote. [I didn't draft it!] RONR is their parliamentary authority. Josh's simple solution is certainly the appropriate alternative. I was simply hoping to avoid the distraction of a second motion, debate, vote, and probably a brief educational session on the difference between special rules of order and standing rules when no fundamental rights are being affected. Oh well,....BTW, I stand corrected on suspending 25:14; thanks.

RONR requires a 2/3 vote to suspend a special rule of order. [25:14] Contrary to RONR, an Association's bylaws allow adoption of special rules of order by a majority of members present and voting instead of the usual 2/3 vote. At an upcoming meeting, I anticipate a motion to suspend one of their special rules. I am confident that the motion to suspend will have the support of a majority of those present, but possibly not 2/3. If the motion fails for lack of 2/3 support, I anticipate a second motion to simply rescind the rule instead. A motion to rescind, made without prior notice, can be adopted by either a 2/3 vote or a majority of the membership [35:2(7)]. If a majority of the membership votes in favor of the suspension, it seems rather absurd to require them to rescind the rule altogether, rather than just recognize the rule as suspended for that session. While that seems eminently logical, it is directly contrary to RONR 25:14. Of course, they can also suspend RONR 25:14 by a vote of a majority of the membership.... You can see where this is headed -- my inclination is simply to advise the presiding officer to declare the rule suspended if they get an affirmative vote of the membership unless someone is foolish enough, or technical enough, to raise a point of order. Anyone have a better suggestion? [All references to RONR 12th ed.]

p.s. The Bylaws do not expressly prohibit someone from holding more than one office; so if the IPP is not technically "unable" to serve he can just declare he is unwilling to serve as both?

An association's bylaws provide for the immediate past president to remain on the board as a voting member. The immediate past president has been elected to the position of vice-president, also a voting member of the board. The bylaws state that if the IPP is unable or unwilling to serve, the board can appoint another past president to the IPP position. Since the newly elected VP cannot hold two positions on the board, it would seem that he is 'unable' to fulfill the hold-over position and the board is free to appoint another prior president to the position. Do you see any flaws in this logic? Thx

I'm a bit late sounding in, and concur with the general tenor of the analysis so far. I have several large clients [unions and professional associations] who have similar language and they ALL apply it in the manner that many public entities call 'first reading' and 'second reading'. That is, at the first meeting [reading] the motion or resolution is introduced and read nothing else usually happens [but there may be an explanation and an opportunity to ask questions of the author(s)]. This gives members the opportunity to digest the material before it comes up at the next meeting for second reading. No action, including debate, is taken until second reading. As others have noted, whether that is your association's intent is for them to decide -- I add this only to suggest the first/second reading interpretation is quite common.

At the risk of making this convoluted discussion more convoluted with another hypothetical, not necessarily. Suppose the need to consider an item not specified in the call of the meeting is brought up at the outset of the meeting and there is a motion to suspend the rules to add it to the agenda. That passes. Now, before that matter is taken up someone decides to leave -- I don't think their departure would affect the ability of those remaining to take the matter up since the motion to suspend was adopted while the departed was present.

I recognize this is a question of bylaw interpretation and not strictly RONR, but I would appreciate your thoughts about the requirement for prior notice with respect to conventions and 'absentees' 1. An organization has a convention of delegates every two years. Delegates are elected by chapters, and receive their credentials when they register at the convention. Several elected delegates failed to attend. The convention took up an amendment to the bylaws for which proper notice had not been given. [The notice was given, but only 25 days prior to the convention rather than the 30 required.]. It was adopted unanimously. One of the elected delegates who failed to attend has since protested that the amendment was not properly adopted, citing the rule that the requirement for notice is protection for absentees and cannot be waived if any member is absent. [25:10]. The response he was given is that he does not have the protected status of 'absentee' because he did not become a 'member' of the convention because he was not yet credentialed. 2. Suppose the delegate had attended and had been credentialed. He leaves the meeting before the bylaw amendment is taken up...can he now protest because he was a 'member' of the convention but was absent when the vote was taken? 3. The bylaws state that the "notice of the convention " shall be sent to all delegates at least 45 days prior and that "a packet with more information shall be sent to all delegates at least fifteen days prior. The convention notice was mailed, stating that among the items of business will be proposed amendment to the bylaws . The actual bylaw amendments were included in the later packet, but it was mailed twelve days prior to the convention instead of the required fifteen. Is the fifteen-day requirement for the followup packet a form of 'prior notice' that cannot be suspended, or was the information in the call to convention sufficient? 4. In scenario 3, would it make any difference if the notice of convention gave a brief summary of the bylaw amendment, although not the detail. I.e. 'a proposed amendment to the bylaws to permit officers to serve a second consecutive term." Thx p.s. I recognize how strictly we consider the requirement for prior notice in most contexts -- these question relate solely to conventions of delegates, where delegates are presumed to have a duty to attend so the normal purpose for notice [allowing members to determine whether they want to attend or not] may not be pertinent.

I know the technically correct answer to this question; but nevertheless interested in your thoughts and any recommendations An organization has a set of policies and procedures [containing both special rules of order and standing rules.] The requirements and amount of notice for amendments to the policies and procedures are identical to those for amending the Bylaws, except for the fact that the policies can be amended at any membership meeting and the Bylaws only at the annual meeting. The Bylaws provide that ALL committee appointments are made by the President, subject to confirmation by the Board of Directors. Long ago, the identical language was apparently placed into their policy and procedures, with further details about committee responsibilities and procedures. At their last annual meeting, the assembly voted to amend the policy & procedure to clarify that the President's authority is intended only for the organization's standing committees and giving their Board of Directors authority to appoint the members of ad-hoc or special committees created by the Board itself. It is now several months later, and someone has noticed that they amended the policies and procedures, but neglected to amend the identical language in the Bylaws. Needless to say, the President now claims the Bylaws take precedence and that he has sole authority to appoint ALL committee members. He has declared the appointments made by the Board during the past four months invalid and plans to repopulate the committees. [subject to confirmation of course] Some on the board are concerned not only about the political war that will probably ensue, but also what effect, if any, this might have on actions already taken by the committees during the past few months. [Some of the special committees were delegated power to act independently in some areas, not having to come back to the board.] The obvious solution is to simply say that since the bylaws and the policies have the identical requirement for notice and the required vote for adoption, and that those procedures were properly followed, then the failure to amend the bylaws too was inadvertent error and that they were also amended by implication. Of course, RONR unlike the Standard Code does not allow for amendment or repeal by implication. [And I'm not even sure the Standard Code would recognize it for Bylaws] In any event, it is another 7 months until their next annual meeting where they can amend the Bylaws to conform. Suggestions? Thx

Is the hiring of the attorney null and void ab initio or is it simply voidable? At 40:6 RONR states null and void. But the remedy for such a continuing violation [23:6, 23:9] is that the action must be declared null and void if a point of order is raised at a subsequent meeting of the Board and the point of order is sustained. Alternatively, the members can adopt an incidental main motion to declare the board's action null and void. [23:9]. So....if the Board has not yet met again, and the assembly has met but did not so declare, just what is the status of the action? And, what if the board meets at the next quarter, and no member of the board raises a point of order? Inquiring minds simply want to know....

At the risk of being criticized by adding more example to this discussion... Suppose the motion is 'to ratify the action of the President contracting for mold removal in the headquarters building.' Are you suggesting that we could not add "and to commend the President for taking prompt action to protect the health of employees in the building." Or after "mold removal" insert "and related building repairs" [because the contract covered more than just removal of the mold and included replacement of carpeting and ducting.) Or, to strike 'ratify' and insert 'question' followed by a second amendment to add "and appoint a committee to investigate whether the type and amount of mold and risk to employees was sufficient to warrant the added costs of an 'emergency' services contract rather than taking the matter to the executive committee for review and action." We could go on and on....the point being that the statement that the motion contains "no variable factor other than the possibility of substitution of a motion of censure" is negated and limited only by the limits of one's imagination.