Richard Brown

I agree with my colleagues that the general body minutes should not go a full year without being approved. This organization should do one of these two things in the future: 1. Before adjournment of the annual meeting (or of a general membership meeting if it meets less often than quarterly) either appoint a minutes approval committee to approve the minutes or adopt a motion authorizing the board to approve the minutes. 2. Amend the bylaws to provide for a method of approving the minutes of such meetings. That provision would normally authorize the board to approve the minutes of such a meeting. An alternative would be for the provision to authorize the president or the board to appoint a minutes approval committee. The more common provision, in my experience, is to authorize the board to approve the minutes. The advantage of having a provision in the bylaws for approval of the minutes is that if the general membership meeting fails to adopt a motion providing for the approval of its minutes before adjourning, you have a built-in method for having them approved.

I am also very concerned with this and have the same questions and concerns expressed by Mr. Martin. They are very good questions and I thank Mr. Martin for rasing them. It is the possible abuse of rules such as the ones proposed in this case that concern me greatly. We had a somewhat similar situation with the 2021 NAP virtual convention at which it was VERY hard.... almost impossible.... for members to obtain recognition and the ability to speak.

I hope it is undisputed that the chair alone does not have the authority to promulgate and enforce such a rule. Such a rule must be adopted as a special rule of order by the board or the membership. The problem here is that the chair DID single-handedly promulgate such a rule. We are told that "this ruling was challenged and then upheld by a majority vote of the board." That does not tell us much. What was the basis of the challenge? Was it a formal point of order? Was it that "I don't like that rule"? Or was it that "the chair has no authority to impose such a rule"? What was the basis of the board upholding the rule? Since we don't know the nature of the objection to the chair imposing the rule or the nature of the board "ratifying" it, we really don't know what happened or how the rule came to be "adopted" if it was adopted at all. We don't know if the majority vote of the board approving whatever the chair did was a regular majority vote or the vote of a majority of the entire membership of the board. I just don't know enough to say whether this rule has been validly adopted, but, if the board is inclined to support the chair no matter what, it may be a moot point. I do agree, however, that the rule itself does not appear to be entirely unreasonable. My issue is whether it has been validly adopted. (Personally, I don't like the rule for a small board, but that's not my call). I suggest that the board go through the proper process of formally adopting whatever special rules of order it wants regarding muting members and seeking recognition in electronic meetings and the conduct of electronic meetings in general.

This is ultimately a question of bylaws interpretation.... interpretation of your own organization's bylaws and whether the intent is to grant the elected parliamentarian the same rights to make motions, participate in debate and vote as all other members rather than have those rights limited by the rules in 47:55 of RONR (12th ed.) as would normally apply to a member parliamentarian. That provision reads as follows: A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair’s prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion. It is ultimately up to your membership to determine whether the intent of the bylaws is to exempt your elected member parliamentarian from that provision in RONR. I will add that it is also possible for your organization to adopt a special rule of order specifically granting your member parliamentarian the same rights as all other members have in this regard.

Agreeing with my colleagues, a motion to adjourn which amounts to a motion to adjourn sine die of a convention which will go out of existence upon adjournment is not a privileged motion, but is an ordinary, main motion subject to debate and amendment. It would be appropriate for a member to state that there is still one important item of business to be taken up and that the motion to adjourn should be defeated. See section 21:8 of RONR (12th ed.)

I’m curious as to how, exactly, this answers the original posters question about suspending the rule limiting resolutions to one subject only. For the record, I agree with Mr. Honemann‘s suggestion, but if this session consists of more than one meeting, I question whether the rule could be suspended for more than one meeting at a time. as opposed to being. suspended for the entire session by a single vote. Can someone provide a citation to the provision in RONR which states that a special rule of order may be suspended for either an entire meeting or an entire session? Although I am fairly certain I have seen it, I am unable now to find a provision which explicitly says that.

I don’t know that the motion would necessarily be out of order – in fact, I doubt that it is out of order. However, it can certainly be amended or voted down!

Can you explain what you mean by the statement above that one position did not come up for nominations? Please elaborate. What that position simply overlooked? It came up, but no one got nominated? We need a bit more information. Unless your bylaws provide otherwise, nominations can always be made from the floor and names can be written in on the ballot without having been formally nominated. If no one gets selected at the election meeting, you have an incomplete election, and that position should be filled as quickly as possible.

Man, I am so sorry to hear that JJ. George became a member of the old original forum around 25 years ago, the same time you and I did, and he was one of the first members who I met in person when I attended my first NAP convention, the one in San Antonio, Texas, 20 or 25 years ago. I liked him almost instantly and admired him greatly. He was an outstanding parliamentarian and will be missed.

Here is a link to the previous thread. I also just posted a comment in it. https://robertsrules.forumflash.com/topic/43480-motions-regarding-meeting-minutes-at-a-special-meeting/

I'm late to this particular party, but I agree with Mr. Gerber, Dr. Kapur, and, I believe with Mr. Honemann. I believe the motion at the special meeting (assuming it really was a special meeting or convention, which is a subject for another thread) for the secretary to "publish" the minutes of said meeting within a certain number of days was proper and in order pursuant to RONR 9:15. BTW, I do not necessarily interpret the word "publish" to mean to actually mail or email the minutes to the members or delegates unless the motion actually said so, but merely to make them available to the members in the usual way, possibly by posting them on the organization's website.

Would you be so kind as to provide us with a link to that prior thread?

Mr. Novosielski is correct. However, it appears that the board MAY have "endorsed" or approved of the rules, thereby making them valid..... assuming that the board does have this authority. Your bylaws and any special rules of order you adopt supersede the rules in RONR. I do question whether they went about it the right way, though. How, exactly, did the board go about "approving" the chair's improperly imposed rules? Those sound like special rules of order. If RoNR is your parliamentary authority and your bylaws don't provide otherwise, the adoption of a special rule of order requires both previous notice and a two-thirds vote, or, in the alternative, the vote of a majority of the entire membership (in this case the board). RONR 2:22 (12th ed.). In addition, the authority to conduct electronic meetings must be authorized in the bylaws. RONR 9:30. Note: The vote of a majority of the entire membership is not the same thing as a regular majority vote. RONR 44:9.

Isn’t that what I said in my response yesterday afternoon? However, an election would not be considered a special order unless it is taking place at a meeting at which the bylaws state elections should take place or the election has been made a special order of business for this meeting. An election is not a special order of business just by virtue of being an election.

That’s true, but I think we are talking about this taking place at the nomination meeting, not at the election meeting. Nominations from the floor are permitted at the nomination meeting. I agree that the bylaws seem clear that nominations from the floor are not permitted at the election meeting.

Agreeing with Mr. Honemann, it is up to the members of your organization to interpret its bylaws. Although I am not a member of your organization, and therefore have no say, my personal thoughts are that if the bylaw amendment gets changed and the members at the second convention are not voting on the same thing the members at the first convention voted on, then whatever the members voted on at the second convention must itself be voted on again at another convention. Another interpretation would be that if the first amendment did not get approved at both conventions, then it has failed and the amendment process must start over again. This is something your membership will have to figure out. Good luck!

Is that provision in your bylaws? Or is it just a custom?

No, there is no rule in RONR which prohibits you from nominating yourself or voting for yourself.

No, there is no such rule in RONR. However, if the bylaws require elections to occur at a certain meeting, the elections shall be considered to be a special order of business for that meeting. If you are following the standard order of business in RONR, special orders are taken up earlier in the meeting, specifically immediately prior to unfinished business. New business then follows unfinished business. For the standard order of business, see section 41:5 in RONR (12th ed.). See section 41:20 for taking up as a special order matters which the bylaws specify shall be conducted at a particular meeting (such as elections).

As Mr. Martin stated above, there is no such requirement in RONR. Perhaps you read it somewhere else, but it is not a requirement in ANY of the parliamentary authorities that I am familiar with. Your bylaws could make it a requirement, but it is most definitely not in RONR.

I agree with Mr. Martin that since the motion to adopt the report was NOT made by the reporting committee member (or, as far as we know, by any committee member), the motion technically required a second regardless of how many members were on the committee. However, as RONR makes clear, the lack of a second becomes immaterial once debate or voting begins.

You can be "asked" to do all manner of things by all sorts of people. That does not mean you have to comply with any such requests. As the RONR provision quoted by Mr. Honemann makes clear, three of the basic rights of membership are the right to attend meetings, to participate in debate at meetings, and to vote. You cannot be deprived of any of those rights except through appropriate disciplinary proceedings or as may be provided for in your bylaws. The RONR provision is section 1:4 of the current 12th edition. It's at the very front of the book!

If you are the sole owner of the corporation, which I assume is a for-profit corporation, you likely have the ultimate authority to replace board members, but the method of doing so will probably be dictated by your bylaws and/or state law.

Agreeing with Mr. Elsman, there is nothing in RONR that specifically addresses whether the membership has the right to view, inspect or copy the organization's membership roll. Some state laws might require that for incorporated organizations. The provisions in RONR regarding the records of the secretary and the right of members to inspect certain of those records can be found primarily in sections 47:33 and 47:36 of RONR (12th ed.). A close reading of those two sections indicates that the membership roll is not one of the records that RONR says the secretary must permit members to inspect. As Mr. Elsman stated, the membership (or perhaps the board) can direct the secretary to permit the inspection of additional records of the organization. In addition, it can adopt a bylaw provision or a standing rule specifying which records shall be made available by the secretary for inspection by members.

Agreeing with Mr. Elsman, the answer to this question must be found in your own bylaws and rules. RONR grants an alternate no status. However, I will add that it is rather customary for alternates to be permitted to sit in on the committee meetings, but the role that the alternate has is wholly dependent on your own rules and what authority the committee or the parent assembly wants to grant to the alternate. An alternate who is just sitting in on a meeting can often be given the right to speak and to enter in debate, but cannot be given the right to vote unless he is sitting as a full member while replacing an absent member.