Richard Brown

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About Richard Brown

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    Grand Poo-Bah

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    New Orleans, LA
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    Becoming an Exalted Grand Poo-Bah

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  1. Even in light of this society's bylaws that grant specific authority to the board to appoint non-members to committees? It seems to me that that provision supersedes the provisions in RONR.
  2. It is not necessary to have a motion to adjourn. The chair, once the order of business has been completed, can ask if there is any other business to come before the assembly. If not, he can simply say if there's no further business the meeting is adjourned.
  3. Based on the original post, I'm not sure what happened. It appears that there was an amendment to the bylaws was properly before the assembly and that the assembly amended that proposal and then adopted the proposal as amended. But, I'm far from sure and I hope YC2017 will clarify for us exactly what happened. Such an amendment would be in order, provided it was within the scope of notice of the original proposed bylaw amendment.
  4. Guest MAK, I really don't understand what you are asking. Can you try elaborating or rephrasing your question?
  5. Trebor, your question sounds eerily similar to the question posted yesterday by someone else in this thread. I think the answers there are also applicable here. Pay particular attention to the post by Dan Honemann,which is the 5th post in the thread. Edited to add: Since the minutes that were approved make no mention of the adoption of the motion, it seems that the official position of the society, for now at least, is that no such motion was adopted. If the matter is important enough, a special board meeting could be called for the purpose of correcting the minutes if your bylaws provide for special meetings.
  6. The person who has the duty of presiding over board meetings is the one who should call the meetings to order if he is present. That would normally be specified in your bylaws. Normally the president chairs board meetings, but not necessarily. What do your bylaws say? If you have a separate board chairman, then that is the person who should call the meetings to order. In the absence of the chairman, the vice chair (or vice president), if one is available, should call the meeting to order. If none of those are present, the secretary should call the meeting to order and preside until a chairman pro tem is elected, which should be the first order of business. No motion is required to call the meeting to order. The presiding officer simply declares, "The meeting will come to order". The approval of the minutes should be the first order of business after the meeting is called to order, unless it is necessary to first elect a chairman pro tem. However, a motion to approve the minutes is not necessary. The chair simply declares the minutes approved once there are no more corrections.
  7. Agreeing with both of my esteemed colleagues, I would add that such a request is usually routinely granted by unanimous consent. For example: Member C: "Mister Chairman, I see that John Smith is in the audience. I believe he has information that can help us reach a decision. If there is no objection, I would like to call him to the podium so that I might ask him a few questions". The chair: "Hearing no objection, please proceed". Or words to that effect. Then either the member or the chair calls Mr. Smith to the podium.
  8. If the board has the authority to establish the new policy and if it did in fact establish a new policy, then the policy is in effect regardless of whether it was noted in the minutes. The minutes should be corrected to reflect the adoption of the new policy. The general body should not be adopting the same policy adopted by the board. If it is on the agenda, it should be removed. If a member moves on the agenda item anyway, the chair should rule it out of order as such a policy has already been enacted by the board. Unless your rules provide otherwise, the general assembly does have the right to rescind or amend a policy adopted by the board, but it must follow the procedure for amending or rescinding something previously adopted.
  9. A motion to amend or rescind something previously adopted requires a majority vote if previous notice is given. If previous notice is not given, a two-thirds vote or the vote of a majority of the entire membership is required. If this is being done at a board meeting, the membership would be the membership of the board, not the full general membership. A special meeting can be called for this purpose, but the purpose must be clearly stated in the call of the meeting. Notice could be given at the upcoming meeting that a motion to amend or rescind the previous motion will be made at the next meeting.
  10. I agree with Dr. Stackpole's response, but the way I read guest ParliEnthusiast's question, he is asking if the officers who are registered at the conference should be considered to be "voting delegates". The bylaws say the officers each have one vote, but the bylaws don't explicitly characterize them as "delegates". I think this is ultimately a question of bylaws interpretation, something we cannot do on this forum. Each society must interpret its own bylaws. The bylaws do seem ambiguous on whether officers in attendance are considered "voting delegates". I'm afraid that guest ParliEnthusiast's organization must answer that question for itself. If someone makes a point of order regarding whether a quorum is not present, the chair will rule on the point of order. That ruling can be appealed to the assembly. The decision of the assembly is final. I suggest that the troublesome bylaw provision be amended to clarify whether officers who register at the conference are also considered "voting delegates". I also note that I did not see anything in the bylaws about how the delegates are selected. I also don't see where the bylaws provide that the president does not have voting power. Under RONR the presiding officer, if a member, does have the right to vote unless that right is prohibited by the bylaws. RONR says that he should not vote, not that he cannot vote. But, what I said in the paragraph immediately above about appealing from the ruling of the chair regarding the presence or absence of a quorum raises another question: How is it determined whether a quorum is present in order for the ruling of the chair to be appealed? Can an assembly of less than a quorum decide an appeal? For example, assume the chair finds that a quorum is present. A delegate makes a point of order that a quorum is not present because officers cannot be included as delegates. If the assembly votes to overrule the president, by virtue of that vote the assembly is saying "We do NOT have quorum". So, if there is not a quorum (by the assembly's own determination), how can the ruling of the chair that a quorum is present be overruled? RONR seems to be silent on that point.
  11. I agree with dinner guest in the sense that if this was a properly called meeting, then the meeting did in fact take place and should have been called to order and then adjourned due to lack of a quorum. The minutes should reflect just that: that the meeting was called to order at such-and-such a time, that the chair noted the absence of a quorum, and the meeting then adjourned due to the lack of a quorum. That is all that needs to go in the minutes and is probably all that should go into the minutes. None of the other stuff that took place belongs in the minutes unless your Society is subject to some superior law or rule that requires it Whatever else took place did not take place in a meeting of the society. Members are free to hang around and discuss whatever they want to and even take votes to express their thoughts, but all of that is outside of a meeting context and is not at all binding on the assembly. They can call it a meeting, a conclave, a brainstorming session, or whatever they want to call it, but it is not a meeting of the society. It is just a bunch of members hanging around discussing the society. It is no different from the members leaving the meeting Hall and going to the nearest bar and having a bull session about the society. BTW, what does it mean to "enter into NP"? What is an "NP"? I would add that if this is a public body, your State's open meetings laws or some other law might have something to say about how many of you can gather outside of a meeting to discuss school board affairs. However, RONR has no such prohibition.
  12. I can envision many instances where a motion not to do something might be in order. For example, assume that an organization normally participates in an annual Christmas Parade, and the board of directors, which is empowered to act for the society between meetings of the membership, usually enters the society in the parade on its own volition. It would be appropriate at a general membership meeting for the society to adopt a motion that the society not enter the 2017 Christmas parade ( or any future Christmas parades). Or, the alternative, the membership could adopt a motion directing the board not to enter the society in the parade. The board would then be bound by the decision of the membership and would be prohibited from entering the society in the Christmas parade. A motion not to do something might also be a way of stopping a custom, such as a custom of having an invocation and reciting the Pledge of Allegiance at the start of every meeting, or of passing a hat at every meeting for the collection of donations for the Ronald McDonald Foundation. A motion to not have an invocation or a pledge or to noy take up collections during meetings would be in order. Perhaps the motion would be in the nature of a standing rule or a Special Rule of Order, but it is still a motion to not do something.
  13. If you notice far enough in advance of the meeting that there are numerous mistakes in the draft minutes, there is nothing wrong with you or the president contacting the former secretary who took the minutes and asking if she would consider submitting a revised draft of the minutes. If you are on good terms and if she acknowledges the mistakes, that could make the approval process go faster and will produce cleaner minutes with fewer Corrections. As an alternative, if there are numerous errors, you or someone else may submit an entirely different draft of the minutes. The board can then decide which version to approve, or at least which version to use as the starting point. Nothing prevents other members from submitting their own draft version of minutes. As Dr. Stackpole pointed out, it is the assembly (in this case the board), not the former or present secretary, which actually makes the corrections to the minutes once they are on the floor for corrections.
  14. I have a copy and paste document that I often paste here when someone asks about retaining a parliamentarian. However, I'm on my cell phone and don't have it with me. Perhaps someone else will post it. In the meantime both NAP and a AIP provide referrals. Here are their website urls. NAP: AIP:
  15. It take it that you agree now that my question was appropriate and that an answer to the question is also appropriate? BTW, I agree that based on the quoted provision from the bylaws, the quorum appears to be based on the current number of actual living, breathing members of the board and not on the total authorized membership of the board .