Richard Brown

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Everything posted by Richard Brown

  1. 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.
  2. 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.
  3. 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.
  4. 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: Parliamentarians.org AIP: aipparl.org
  5. 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 .
  6. The answer depends on exactly what your bylaws say about a Quorum of the board. Please quote for us exactly, word-for-word, what the bylaws say about a quorum of the board. Don't paraphrase, quote exactly.
  7. Guest Indiana Guest, please post your question as a new topic. We will be happy to try to help you. You can get to the page for starting new topics Here I also suggest you read the two pinned threads at the top of the general discussion forum.
  8. I think you meant to say the "UNEXECUTED part of an order can be rescinded or amended", not the "UNEXECUSED part". Right?
  9. Are you referring to a rule of procedure concerning the way the Committee conducts business? If not, what type rule are you referring to? Edited to add: The following language from pages 500-501 of RONR regarding committee procedures might be helpful: "Committees of organized societies operate under the bylaws, the parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to them. A committee may not adopt its own rules except as authorized in the rules of the society or in instructions given [page 501] to the committee by its parent assembly in a particular case. If a standing or special committee is so large that it can function best in the manner of a full-scale assembly, it should be instructed that the informalities and modifications of the regular rules of parliamentary procedure listed for small boards on pages 487–88 are not to apply to its proceedings." So, the question of whether your board can direct a committee to change a rule, or whether the board can change the rule for the committee on its own, depends on the authority granted to your board by your bylaws. The society itself clearly can adopt rules or instructions applicable to committees, but that does not necessarily mean that your board can do the same thing.
  10. I agree with my colleagues that nothing in RONR prohibits a board from acting in executive session. However, since this is apparently a public body, I believe its ability to act in executive session will almost certainly be controlled by your state's open meetings or Sunshine laws. Such laws generally prohibit public bodies from making decisions in executive session and require that all votes be taken in an open public session and on the record. Edited to add: it is also possible that state laws dealing with Boards of Education might contain applicable provisions.
  11. More yes votes than no votes. Abstentions don't count either way. They are not votes. Unless you have a special rule requiring some higher threshold, a motion can be adopted by vote of one to zero. It is the number of members present and voting that count, not the number of members who are present.
  12. No. At a special meeting only that business specifically listed in the call of the meeting can be taken up. It is a notice requirement that cannot be waived or suspended.
  13. Mrs

    It is good to ask "are there any corrections to the minutes?" when the minutes are up for approval. After a pause the chair should say, "hearing no corrections the minutes are approved". Or, if there were some corrections, you might say "if there are no further corrections the minutes are approved." As mr. Martin pointed out, you really should not ask if there are any objections to approving the minutes, as the only way to object to the minutes is to offer a correction. The better procedure is to ask if there are any corrections to the minutes. RONR provides that there should not actually be a vote on approving the minutes, but the chair simply declares the minutes approved once there are no further Corrections. As a practical matter, however, many members are convinced that they must still vote on approving the minutes. It simply is not necessary and should not be done if you are following RONR.
  14. The board members who are telling you that are incorrect. Unless your bylaws or rules provide otherwise, or unless you have adopted a motion on the subject, only the membership can approve minutes of membership meetings and only the board can approve minutes of the board meetings. Edited to add: it is important to note, however, that RONR strongly discourages letting minutes go unapproved for months or a year at a time. It is usually recommended that for organizations which meet as infrequently as yours, that either the board or a committee be authorized to approve the minutes. That can only happen by means of the adoption of a rule or motion to do so.
  15. Not unless your bylaws allow it.
  16. Yes. it's generally called a consent calendar. If there is no objection, all of the items in that group may be adopted at one time. The key is that it must be without objection. If anyone objects, the items must be taken up one by one.
  17. Well, the secretary should note the making of the motion in the minutes regardless of whether the chair directs the secretary to do so.
  18. I suspect that BCJ is concerned with something he has heard about open meetings laws that often provide that it is illegal for a quorum of the members of a public body to discuss business outside of a properly called and noticed meeting. However, those laws apply only to public bodies, such as City Councils, school boards, etc.
  19. No. In my opinion, it is not valid. A notice requirement is something that cannot be waived and its breach constitutes a continuing breach. However, the action may be ratified at a future meeting and probably should be if the members are in support of the action. At a future meeting any member can make a point of order that the action taken is invalid because it was not listed in the call of the meeting. The chair would rule on the point of order. The chair's decision can be appealed to the assembly. The decision of the assembly is final. However, keep in mind that whether the item of business was listed on the agenda is not the issue. The issue is whether the item was listed in the call of the meeting (the notice of the special meeting).
  20. Please correct me if I'm wrong, but aren't you studying parliamentary procedure in or through a program or course that is not solely based on RONR? Or perhaps for credentialing through some organization other than NAP or AIP?
  21. There are no rules in RONR regulating the size of committees. A committee may actually consist of only one person. Any limitation on the number of committee members would have to be found in your own bylaws or rules or in the motion creating the committee. If the size of your committees is not specified anywhere, then the person or body responsible for appointing the members to the committee may determine the number of people to be appointed
  22. Based on the quoted language, my opinion is that the shareholder was not approved. I interpret that wording as meaning it requires the vote of a majority of all of the shareholders. It is rather awkwardly worded, and it's not the language suggested by RONR when the vote of a majority of all of the members of something is required. However, since it is not the wording suggested by RONR, it is ultimately a matter of bylaws interpretation and it is up to your organization to interpret its own bylaws. That is something we cannot do for you.
  23. notice of motion to rescind
    Dr.

    To nitpick dinner guest's comment just a bit, I think we all acknowledge that laymen untrained in the finer points of parliamentary procedure are not aware of everything in the 716 plus pages of RONR and do not do things precisely as professional parliamentarians would. We regulars on this forum might be aware of the difference between a notice or call of a special meeting and an agenda for a special meeting, but it has been my experience that laymen frequently assume that the agenda amounts to a specification of the business to be discussed at the special meeting. I am not going to fault guest Karen for not having sent out a professionally drafted notice of a special meeting. I suspect that in her mind and in the minds of almost all of the other members, that agenda serves as notice of the items to be discussed at the special meeting. If someone raises a point of order that the notice or agenda is somehow deficient, she or whoever the presiding officer is will rule on that point of order and the ruling can be appealed to the assembly. I think they are doing the best they can and she should be commended for coming here for help
  24. Agreeing with mr. Martin, I have belonged to (and still belong to) several organizations which prefer to leave the day to day and month-to-month affairs of the organization up to an executive board of some type. The monthly membership meetings, for those organizations that have them, are mostly social. Some of the other organizations meet less frequently and it is entirely appropriate that they leave most of the management of the society up to an executive board.
  25. notice of motion to rescind
    Dr.

    I agree with Alexis Hunt that this upcoming "special meeting" might actually be more in the nature of an adjourned meeting than a special meeting. That issue has concerned me since I read the first post. Part of that concern is because of the original poster's statement that she sent out an agenda six days prior to the meeting, but said nothing about issuing an actual call or notice of a special meeting. If this is an adjourned meeting rather than a special meeting, it is a different situation and some of what we have previously said will not apply.