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smb

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  1. CHANGES TO DRAFT MINUTES

    Let's cut to the chase: the members of an imaginary board make a unanimous decision outside a properly noticed meeting. Regardless of whether it is later ratified [or not] does a record need to be made that the action was taken -- even if for no other purpose than to use as evidence in some later disciplinary action or a court suit to have them reimburse the association for their spendthrift ways? If the answer is yes, then what form does that record take? And if we don't call it minutes, what do we call it?
  2. CHANGES TO DRAFT MINUTES

    Sorry for the long delay in responding -- I've been away. But, since I agree with Mssr. Honemann's assertions 1) that this is not an earth shattering discussion, and 2) but we are having fun with it anyway -- I feel the desire to raise a further point: He concludes that "no action was taken by the board since 'a board can transact business only in a regular or properly called meeting …'” and that "there is certainly nothing in RONR which even hints at the notion that minutes should be taken at anything that isn't a regular or properly called meeting", quoting RONR at p. 486 ll. 33-34. But the excerpted quote is incomplete: that sentence in RONR ends with the words "and at which a quorum ...is present." [(RONR, 11th ed., p. 486-487-7, ll. 33-3). We all know that if an assembly loses its quorum there are still actions that RONR permits to be taken in the absence of a quorum. [(RONR, 11th ed., p. 348, ll. 14-23). But if we accept the analysis above, then once the quorum is lost, none of those actions -- including adopting a motion 'to fix the time to which to adjourn' -- would be "board actions" since they would have been taken without a quorum present. I think most of us would agree that an adopted motion to fix the time to which to adjourn is a 'board action' that would go into the minutes of that meeting. If that is correct, then shouldn't the alternative of adopting an urgent motion that can't await the next meeting [with the admonition it must be ratified later] also be entered into those minutes? And if that is the case, then shouldn't a record also be made of the informal action taken by the board later via email? Whether an action was taken at a meeting that was properly convened but then lost its quorum or was taken informally via a later email the result is still the same. An action was taken that does not comply with the quoted language above. So...what is the proper way of recording it? RONR is silent; and perhaps the best answer is that this is not covered by RONR and you just have to punt. I can live with that -- my only objection is to the suggestion that because the vote was taken by email, it was not 'the board' that took action. The Board did take action and some record needs be made of that action. [Whether the action is valid or not is a separate matter.] The only question is how and when that record is most properly made. I'm still having fun.
  3. CHANGES TO DRAFT MINUTES

    Oops....somehow I did miss that answer in the first response. But I think it is somewhat incomplete and I must disagree with the criticism of my response. Mr Brown stated [and Mr. Honemann appears to agree] that the results of the email vote should be recorded in later minutes only if that amendment was properly adopted. So, what if it was NOT properly adopted -- do you simply ignore it? Of course not -- whether or not it was properly adopted it is still an action by the Board that needs to be recorded -- if for no other reason than to provide the factual foundation for whatever needs to happen next. Hence, my suggestion that the emailed action be 'reported' at the next meeting and that report be recorded in those minutes. Above, it was 'presumed' the bylaws don't allow for an emailed vote -- why are we presuming that? Moreover the statement on p 487 of RONR [ll. 4-12] that permits a Board to ratify an emailed [or telephoned] action does not require as a predicate that email be authorized in the bylaws. It's very purpose is to ratify an improper act. And, if this is an incorporated body that is statutorily permitted to take action by unanimous consent via email, that statutory authorization trumps RONR's admonition on p. 487. I realize I am getting into a bunch of speculative non-RONR issues here -- but they are necessary to the point: This board took an action to amend [either expressly or implicitly] an adopted motion; whether or not it was proper and whether or not that action took place in a 'deliberative proceeding' it still needs to be put into the minutes somewhere so that the factual foundation for whatever further action might be necessary is part of the record; that can occur at the next meeting either by ratifying the action or by reporting the action as having been taken and recording that report. I erred earlier by only suggesting the latter.
  4. CHANGES TO DRAFT MINUTES

    Interesting discussion but so far no one has really answered the actual question asked. The minutes of the special meeting should accurately reflect what occurred at the special meeting. Then, the action that occurred afterward should be reported at the next meeting and properly recorded in those minutes. Whether that later action is valid or not is immaterial to the minutes -- it happened and needs to be recorded. The digression of whether that later action is valid or not something that can't really be answered with the limited information we have. If this is an incorporated organization, the codes of many states permit board approval via email if consent is unanimous. Likewise, if the contract is signed by both parties, you may have a valid contract -- even if it may have been improperly authorized. The latter two points are outside the realm of this forum.
  5. More a question of bylaw interpretation, than RONR but I appreciate your leniency and input... The Bylaws provide that committees are appointed by the President with the 'approval of the Executive Committee and ratification by the Board of Directors.' The Board of Directors meets three times per year; the Executive Committee meets monthly. The Executive Committee has full power to 'act for the Board of Directors between meetings of the Board." So....either ratification by the Board is redundant and unnecessary -- or this bylaw gives the Board the ability to reject an appointment, even if approved previously approved by the Exec Comm. The question is, what is the effective date of a committee appointment -- upon approval of the Exec Comm or ratification by the Board? Or is it upon appointment by the President, unless disapproved by the Exec Comm or Board?
  6. Oops...hit enter too quickly. I am aware we parliamentarians have expressed differing opinions on this question so what I'm looking at the moment is whether anyone has ever found legal authority for the proposition that adopting RONR is sufficient. [recognizing of course that other legal jurisdictions may disagree.'
  7. I'm sure this has been the subject of a prior thread, but I am unable to find it so apologies for bringing it up again. I'm willing to accept either fresh advice or a link to a prior thread State corporation codes frequently provide default language for certain elements of procedure "unless otherwise provided by the bylaws." So there has always been the lingering question whether a provision in the bylaws stating that RONR is the parliamentary authority satisfies that requirement or whether any override of the statute must be by an express bylaw. Thx
  8. It's an unusual set-up. The standing rules for this association's conventions are in the association's policy manual. Per the bylaws, the sole authority for approving, amending, rescinding the policy manual resides in the Board of Directors. The convention delegates have never voted to adopt or amend the convention standing rules -- they are a fait accompli. Delegates have occasionally suspended applicable procedural rules provided by RONR but they have never had occasion to suspend one of their own own standing rules. So the question essentially is whether, under such a scheme, the convention delegates have the authority to suspend a standing rule adopted by the board without prior board authorization to do so or whether the rules from the board should be considered directive. While the situation is somewhat akin to the Bylaws 'directing' that RONR be the parliamentary authority, RONR expressly provides for suspending its own rules. The standing rules adopted by the board do not provide such express authority. So the question, essentially, is whether the delegates need to be given express authority or whether the authority of delegates to suspend a standing rule is implicit. My own opinion is that since RONR allows a body to suspend a procedural rule contained in the bylaws [certainly a 'directive' document], there is no reason it shouldn't be able to do so here as well. Obviously, this cannot be answered by reference to RONR -- so perhaps this is not an appropriate topic for this forum -- just curious to see if others have encountered such a situation before and how it was handled.
  9. The Standing Rules for annual conventions were prepared and adopted by the organization's Board of Directors. Some members see a need to suspend one of the rules for this year's convention. There are three options: 1) at the next Board meeting a motion can be adopted to suspend the rule for the upcoming convention; 2) at the next Board meeting there can be a motion authorizing the convention delegates to suspend the rule if they wish to do so; 3) the convention delegates can suspend the rule themselves without board action. Ordinarily, the latter can be done with a majority vote of the delegates. Questions: (a) If the Board wanted to amend or rescind the standing rule without prior notice, it would require a 2/3 vote or majority of the board. Would that also be required to suspend the rule without prior notice, or would a suspension require only a majority vote? RONR authorizes convention delegates to suspend a standing rule by a majority vote; can the Board adopt a motion requiring a 2/3 vote of the delegates instead? Wouldn't that, itself, be a standing rule that the delegates could suspend by a majority vote? [c] Since RONR authorizes convention delegates to suspend a standing rule by a majority vote, can the convention delegates do so even if the previously mentioned motions were made at the Board meeting but failed to receive a majority vote?
  10. Ethics in Parliamentary Law

    I am essentially with Kim on this one. You are neither the parliamentarian nor the chair -- more importantly, unless one is in such a position, you do not surrender your own rights just because you know something about PL. One of those rights is the right to rise to a point of order or NOT. It may be a different situation if there is a ruling by the Chair and now you must decide whether to appeal the ruling or not. Here there is more reason to speak up -- but not because there is an ethical duty; rather it is because the chair's ruling may become a precedent unless set aside and that is the time to set the record, and the rules, straight. But...let us not confuse "doing the right thing", which is admirable, with having an "ethical duty."
  11. Thanks for the comments -- Daniel is such a ubiquitous presence on this board that his conclusion there is apparently no analysis or discussion is good enough for me, and that's mostly what I was looking for. As for Kim's comment, while we should always be aware of state laws on an issue, I chose not use the legal concept of 'self-dealing' as the standard because most state laws define that term very narrowly -- much more narrowly than RONR. I.e., RONR refers to pecuniary interests generally -- the self-dealing principles of California law (for example) apply to only a very small subset of what might be considered pecuniary interests. That's the reason I brought this up -- I see directors of nonprofits frequently abstaining on monetary issues that affect them personally because they think they 'should' do so -- even though corporate law has no concerns. The problem is that corporate law often requires a majority of the board for approval, not those present and voting, so their abstention is equivalent to a 'no' vote.
  12. The following statement on p. 407 has been the subject of many posts. Sorry to bring it up again, but I don't think this particular question has been addressed. "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer ..." My question is very narrow. What is the meaning of "not common to other members of the organization"? I often see board members unnecessarily abstaining* on votes because they think they have a conflict when, in fact, there is no conflict. The issue may be who to send as a delegate to a conference, fixing the $ amount of stipends or other compensation, etc. The example given on p. 407 suggests that the rule applies only when the pending question relates to a personal or pecuniary interest that is "outside" the organization itself. Is that a correct reading? Suppose we have an organization of web-designers; a member thinks the organization's own website needs to be redesigned but recognizing how much work that entails thinks that they should pay a token amount of $500 to whichever member the Board tasks to do it -- he wants to establish the principle that just because they all have skills, no one should be expected to do the work for free. At this point, we don't know which member will be asked or volunteer to do it -- it could be any of them. So it seems clear to me that all members can vote on this issue with a clear conscience -- they have no conflict and no one need consider abstaining*. Now we change the scenario a bit -- Helen has previously offered to redesign the website; another member now offers the same motion to compensate her for her time. Should she consider abstaining? * We know that even when there is a conflict, one still has the right to vote and no one can be compelled to abstain. The only issue I am concerned with is whether there is even a need to consider doing so. I hope I have not made the issue too simplistic -- my purpose in bringing this up is not to have others simply conclude whether or not Helen should abstain. My purpose is to see how others interpret the meaning 'not common to other members" -- even with other examples -- or to discover if there is already a broader analysis or discussion of the issue that I have somehow overlooked. Thx
  13. Discussion

    I think it's a bit more on point further down the page...RONR (11th ed.), p. 34, ll. 19-30.
  14. Just by way of example, this is how California's "Brown Act" covers the situation. Most state 'open meetings' laws have similar provisions.... "Furthermore, a member of a legislative body, or the body itself, subject to rules or procedures of the legislative body, may provide a reference to staff or other resources for factual information, request staff to report back to the body at a subsequent meeting concerning any matter, or take action to direct staff to place a matter of business on a future agenda." GOVT Code 54954.2 (a)(2)
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