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Josh Martin

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Everything posted by Josh Martin

  1. Number of members

    The board should act as soon as possible to fill the vacancies (at least up to the minimum number - as Dr. Stackpole suggests, what to do after that is less clear), but the board may continue to conduct business in the interim (assuming that a quorum may be obtained). There are no automatic consequences. If the board unnecessarily delays taking action to fill the vacancies, perhaps the membership will decide this is cause for disciplinary action. Many organizations do not have a “range” for board members and simply set the board’s size at a fixed number of members. This does not mean that the board becomes unable to function in the event of the resignation, removal, or death of one of the board members - it just means that there is a vacancy which needs to be filled. In my view, the situation is no different here.
  2. Notice of Election to Fill Vacancy

    Previous notice in RONR is given by oral notice at the previous regular meeting (if the next meeting is within a quarterly interval) or by including it in the call of the meeting (which RONR says must be sent “a reasonable time in advance”). We are told that notices of the meetings are sent two weeks in advance. I believe Mr. Brown is assuming this means that the organization’s bylaws require such notices to be sent two weeks in advance. If this is not the case, and it is merely customary to send them two weeks in advance, then it may be possible to send an updated meeting notice four days in advance.
  3. The rule cannot be suspended by the board or by the membership. Rules in the bylaws cannot be suspended, no matter how severe the consequences. The only exceptions are if the rule is in the nature of a rule of order (which this rule is not) or if the bylaws expressly state that the rule can be suspended. The only way to change the rule is to amend the bylaws, and you will need to follow the proper procedures for doing so.
  4. Extending Term of Office

    The simplest way to proceed is to elect the Treasurer to another term (assuming the bylaws do not prohibit this). The only other option would be to amend the bylaws.
  5. Executive board members attendance

    No. For that matter, if you have no bylaws (or some other document serving as the equivalent of bylaws), you don’t have any executive board members (and you don’t really have an organization, either).
  6. Formatting meeting minutes

    The members advising “very minimal” detail are most likely correct, although you should see the previously cited pages for more information on exactly what should (and should not) be in the minutes. I concur with Dr. Stackpole that if it is desirable to distribute additional information, a separate document should be used. The minutes you have linked to, for instance, contain a number of issues, including the fact that they are written in billeted format rather than paragraphs, and that they include the content of reports. If a written report for information only is submitted, the minutes should merely note that the report was submitted and placed on file. Oral reports for information only are not proper reports under RONR and should not be mentioned in the minutes at all. So far as I can tell, only the Treasurer and the Public Policy committee submitted written reports (and the latter report contained recommendations). If other written reports were submitted for information, they are noted in the same way as the Treasurer’s report. It should also be noted that reports submitted for information only (such as the Treasurer’s report) should not be approved. If reports contain recommendations, those recommendations should be spelled out. Additionally, the name of the seconder is not recorded unless so ordered. Finally, the minutes are a record of what was done, not what was said. If the board talks about something, but no motion is made and no decisions are made, this does not need to be noted in the minutes. Additionally, the proper name of the heading you have listed as “Old Business” is Unfinished Business and General Orders, and this heading includes items that were postponed or otherwise made general orders for this meeting, as well as motions which were pending on the previous agenda and were not reached. It is not simply “stuff we talked about before and are still talking about,” which seems to be how you are using it, since no motions are listed. The minutes you have linked to should read as follows (as best as I can determine). So far as I can tell, what is listed below is the only actions (in the parliamentary sense) taken at the meeting. Some of the other information could possibly be included as decisions made by unanimous consent, although it is not entirely clear to me whether the board actually decided to do anything in the other cases or if individual members simply informed the board of things they intend to do. The regular monthly meeting of the (name of society/assembly) was held on Sunday, February 18th, at 10:29 A.M., at (meeting location - this may be omitted if it is always the same), the President being in the chair and the Secretary being present. The approval of the minutes was postponed to the next month by unanimous consent. The report of the Treasurer was received and placed on file. Mr. (Last Name) moved to approve the Treasurer’s report. The motion was adopted. (Note: You should not be approving the Treasurer’s report, but since it did happen, it should be recorded.) Mr. (Last Name) moved to approve the public policy agenda (attached). The motion was adopted. The meeting adjourned at 12:09 PM.
  7. How much work can committees do?

    1.) The motion in question provides “for the committee to move ahead with planning and marketing the fall conference, within the confines of the proposal and approved budget. All decisions moving forward can be made at the discretion of the training committee.” Based on this, it would seem to me that the committee can “make choices and purchases within the spending approved in the preliminary budget.” 2.) Either is possible. The motion may be withdrawn by the motion maker with the assembly’s consent. Alternately, any member may move to amend the motion. In either case, the assembly decides these matters by majority vote. The motion to Amend is debatable and amendable, but whether to grant a request to withdraw a motion is neither debatable nor amendable. The motion to Amend should specify the exact manner in which the motion is to be changed, including the exact words which are to be inserted and/or struck out. If there are extensive changes to be made, a member may move to substitute an entirely new motion on the subject. 3.) Yes to both questions.
  8. Yes, the motion should be included in the minutes. The chair’s ruling and his reasoning should also be included. Motions which die for lack of a second are also supposed to be included in the minutes. See Official Interpretation 2006-7.
  9. A member recording a meeting

    I concur except that I would say “bylaws or other rules.” A rule regarding recordings need not be in the bylaws - a standing rule would be sufficient.
  10. No, you are not required to wait for him to consult you. You can and should point out errors yourself - directly to the chair. If the chair does not listen to you, however, you have no further recourse. So far as RONR is concerned, the role of the parliamentarian is to advise the chair, not to serve as a “check” on the chair. Although since you have the title of “Judge Advocate,” perhaps your organization’s rules define your role differently.
  11. The organization has no need to specify in its bylaws an order of chair succession beyond the President and the Vice President(s) (which is already specified in RONR) although it may certainly do so if it wishes. My assumption was that the organization in question has only one Vice President and the bylaws do not provide for any further order of succession, or else there would be no need for the OP to ask the question. In any event, the procedure listed above is the process to follow when all persons in the organization’s order of chair succession are absent.
  12. Distribution of Materials

    See RONR, 11th ed., Section 63 if you wish to take more severe action than a motion to censure. Ultimately, actions up to and including expulsion from the society are in order, but there is a lengthy disciplinary process. You should also check to see whether your bylaws have their own rules on discipline.
  13. As a matter of terminology, it should be noted that, at this time, at the initial investigating committee meeting, no charges are preferred against the member. No one member may prefer charges under RONR, and it appears that no one member may do so under your bylaws either - the board makes that decision. The act of preferring charges is what necessitates the need for a trial. I concur with the previous responses that the member who is the subject of the allegations retains the right to vote. I think a very reasonable argument may be made that he should not vote, as he has a personal interest not in common with other members, however, he cannot be compelled to abstain. The member who has brought this matter to the board’s attention certainly has the right to vote.
  14. executive session

    The assembly could also specify in the motion to enter executive session the conditions when the executive session will end.
  15. Defeated motion

    If the meeting location has been previously adopted, then changing it is a motion to Amend Something Previously Adopted. Adopting such a motion requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. Additionally, it would make this an incidental main motion, so Objection to Consideration would not be in order. If a minority of more than 1/3 is willing to discuss this at every meeting, then the situation becomes more difficult. I’d at least try the previously mentioned tactics first - usually, even the supporters of a motion will get sick of talking about it eventually. If they still persist, the board may need to consider adopting special rules of order. A special rule of order may be adopted by a 2/3 vote or a vote of a majority of the entire membership. In a small board, the latter of these may be easier to attain. The board could, for instance, adopt a rule providing a “waiting period” for a main motion which has been defeated. While such a rule may be suspended by a 2/3 vote, a motion to Suspend the Rules is not debatable.
  16. From a parliamentary perspective, none. If you wish to pursue legal/PR options, consult a lawyer or a journalist.
  17. Do your rules actually require that the nominee must leave the room during the election? Is the nominee a member of the assembly?
  18. voting procedures

    Overturning a board decision, even if permitted in this case, is a motion to rescind or amend something previously adopted. As such, it requires for its adoption a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.
  19. Nominations and Potential Bylaws Change

    Yes. “An amendment to the bylaws goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion.” (RONR, 11th ed., pg. 597) Since the proposed amendments have not yet been adopted, however, it is not too late to adopt a proviso. “While the amendment is pending, a motion can be made to amend the enacting words of the motion to amend by adding a clause such as this: ". . . with the proviso that [or, ". . .provided, however, that"] this amendment shall not go into effect until after the close of this annual meeting." Or, while the amendment is pending, an incidental motion can be adopted that, in the event of the amendment's adoption, it shall not take effect until a specified time. Either method requires only a majority vote.” (RONR, 11th ed., pg. 597)
  20. President ex-officio

    The board isn’t a committee. Whether the President is an ex-officio member of all committees has nothing to do with whether he is a member of the board. Based on the additional facts provided, it seems unclear whether the President is, in fact, a member of the board.
  21. I concur with Mr. Brown and would add that since this proposed rule deprives members of their basic rights, it could only be adopted as an amendment to the constitution or bylaws. A lower-level rule would not be sufficient.
  22. In my view, the passage Mr. Brown cites also applies to other non-officer positions. Indeed, it seems to me these positions may be viewed as committees of one. In any event, the general principle for any position is that the power to appoint carries with it the power to remove.
  23. BOD meetings

    Assuming the board has no rule or custom to share draft board minutes with the membership, this is not proper. Whether the minutes or draft minutes shall be made available to the membership is a decision for the board (or the membership) to make, not an individual board member. If the meeting was held in executive session, the action is also improper due to sharing details of a meeting held in executive session. “A record of the board's proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board's minutes to be produced and read to the society's assembly.” (RONR, 11th ed., pg. 587) Although this language is referring to approved minutes, I don’t think the situation is much different for draft minutes. The only difference I see is that, if the board decides to release the draft minutes (or the membership orders the board to do so), the document should be clearly marked as a draft.
  24. By-Laws

    Based on the additional facts provided, it appears that you are asking about board meetings. If the President is a member of the board (ex officio or otherwise), he has the right to cast one vote at board meetings, unless your bylaws provide otherwise.