Bruce Lages

I don't understand your reluctance to use the motion to Rescind or Amend Something Previously Adopted (RONR, §35), because it seems that motion is more aligned with what you want to do than the motion to Suspend the Rules. Specifically, you would amend the portion of the policy that stipulates where the fundraiser income goes to include debt reduction and assign your desired percentages. Amending Something Previously Adopted is debatable and requires a 2/3 vote or a majority of the entire membership, or a majority vote if previous notice of the motion is given. I think the motion could be adopted together with a proviso that the amendment will be effective for the current fundraiser only, or, if necessary, a second Amend Something Previously Adopted motion could be passed after the fundraiser funds have been distributed to return the policy to its original state.

No one breaks the tie. Unless this is an election (which it doesn't appear to be), a tie vote defeats the motion since it is not a majority (i.e., more than half the votes cast excluding blanks and abstentions). The motion could be made again at a subsequent session. If the vote is on an election, you continue with additional rounds of voting until the tie is broken.

Guest Kathy - please don't use word processing documents to ask questions on this site - you can type your questions directly in the start new topic and reply to this topic boxes. It will make it easier for you and for anyone here who wants to respond. As to your question - yes, by the ordinary English language meaning of the words the person who most recently held the office of president, but no longer holds that office, is the immediate past president - regardless of how or why the office was vacated. Most of the regulars on this site will tell you that it is usually not a good idea to give the immediate past president an official position, for various reasons. If that person possesses special experience or knowledge that could be useful to the organization there are other less formal ways to make those available.

You might want to check to see if establishing RONR as parliamentary authority is contained in a higher-level rule covering municipal boards such as yours, say from your local or state government. If so, your board would not have the authority to replace RONR in its entirety.

Why do you feel that "in the event of removal of a director by the membership, a new Director shall be elected at the same meeting at which such Director has been removed..." does not provide for filling a vacancy without requiring previous notice? (Assuming that previous notice for removing a director is not stipulated somewhere else in the bylaws).

Yes, unless the ballot vote is mandated by the bylaws (or a special rule of order). A motion to take a vote by ballot requires a second and a majority vote in the affirmative.

No - under the rules in RONR the right to speak in debate is not transferable. But check the rules of your HOA, or even any local or state laws that govern HOAs in your state. They may have different rules regarding this.

DO your bylaws not address whether a member must be in good standing to make a nomination, or do they not define in good standing at all? RONR's definition of 'not in good standing' is a member for whom some or all rights of membership have been suspended as a result of disciplinary proceedings (RONR 1:13; footnote 3). If your bylaws really do not address the issue of good standing, then you would refer to RONR's definition and determine 1) has the member been the subject of disciplinary proceedings, and 2) as a result of those proceedings has the member's right to make a nomination - or to make motions, since a nomination is equivalent to filling a blank in a motion that "___________ be elected" - been suspended.

Can you clarify what you are referring to as a 'quorum vote'?

This seems to be addressed, at least for ASPA, in 48:15: "In such a case the content of the original minutes must not be altered, although it may be advisable for the secretary to make a marginal notation indicating the corrected text or referring to the minutes of the meeting at which the correction was adopted."

Well, no, you can't 'vote on assessing the member at the next business meeting.' If the national organization's rules stipulate that alumna members are no longer responsible for dues or any national or chapter payments - and you already seem to have an opinion from your own parliamentarian that this means the member is not required to pay the assessment - then I think the only thing you can still do is ask the national organization parliamentarian to either confirm or refute your parliamentarian's opinion. If the national parliamentarian concurs with your parliamentarian, then that should settle the matter.

Not unless your bylaws or other rules require it or a motion to vote on the matter by ballot is adopted (majority vote required).

By itself, that statement would not grant the president the right to vote at board meetings, or even make him a member of the board. But there should be a separate statement in your bylaws that defines the composition and the powers of the board. You need to check that statement to see if your president is a voting member of the board. I would say that it is very likely that your president is a voting member of the board, since that is a very common situation is most, if not all, ordinary societies, and that in addition, he is also likely to be designated as the chair of the board.

And note that it is only the names of makers of main motions that should be included in the minutes: "The name of the maker of a main motion should be entered in the minutes, but the name of the seconder should not be entered unless ordered by the assembly" (RONR, 12th ed. 48:5, 1).

RONR does not require an agenda in the sense of a detailed listing of all topics that are expected to come before the meeting, but it does prescribe a standard order of business that can, and should, be used by most ordinary societies that meet at least on a quarterly schedule. See RONR, 12th ed. §41;5-36 for a detailed explanation of the standard order of business and its individual components. But since you refer to a meeting of your township, you are very likely not considered an 'ordinary society' in the sense RONR uses that term, and are very likely subject to local and state statutes that govern how your meetings are to be held. Those requirements may well include whether an agenda is or is not necessary for your meetings, and whether such an agenda, if necessary, needs to be publicized in advance of each meeting. You should check with your town attorney and/or your secretary of state for any applicable legal requirements.

A recommendation coming from a committee requires a motion if the recommendation is to be acted upon, but it is only the second to the motion that is not needed if the committee was composed of more than one member. I presume it is the vote on the committee recommendation that you are referring to. Generally, a recommendation from a committee is a suggestion that the parent assembly take action of some kind, and that is presented as a motion, usually made by the reporting member of the committee.

No

You do both. The correction (described in RONR as an amendment) should be made to the draft copy of the November minutes, which will now become the approved version of those minutes. And in the December minutes it should be noted that the November minutes were approved as amended. Section 48:1-15 in RONR will give you everything you need to know regarding the taking and approval of minutes.

Nominations are indeed debatable, and nothing in RONR would preclude the nominees themselves from participating in that debate. See RONR, 12th ed. 46:27-29 for what is said about debate on nominations.

How many different named entities do you need to reference in your constitution, and what is their relationship to each other? I wouldn't think the need to provide initialisms is a common or typical issue for most organizations in writing their governing documents. Is this some kind of umbrella organization that encompasses multiple sub-units with different names?

Given that your election is already at least a month late, and that you may, depending on the wording of their term of office in the bylaws, now be without any officers, I would strongly suggest that you conduct your nominations and election together at the January meeting, if that is still possible. RONR describes in detail how to hold nominations and elections at the same time (46:6,7,19,21).

The suggested wording for adopting RONR as your parliamentary authority is : "The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt" (RONR, 12th ed., 56:66). I would recommend that you use that exact wording, although you can certainly substitute your organization's name for the word 'Society'. With the inclusion of that wording, my response above stands as to your question about the bylaw wording concerning your voting rules. You probably should check the rest of your proposed revision to see if there are any other instances where you can eliminate wording that is repeating rules that are already spelled out in RONR.

First question - do your current bylaws reference RONR as your parliamentary authority? If they do, then as to your question, all of the items that you 'do not state at each entry' are specifically stated in RONR and therefore do not need to be stated in your bylaws at all. What you want to include in your bylaws are the situations where your organization wants to follow a different prescription from that in RONR, such as that in A.1 in your Article 5. Repeating in your bylaws the rules set out in RONR is not a good idea because of the risk of creating conflicts in wording. If you do not currently have RONR specified in your bylaws, it is highly recommended that you add it as part of your revision.

In answer to Libran's last post: Correct No - the motion, with its exact wording as stated by the chair before putting it to a vote, and the result of the vote (motion is defeated) goes in the minutes but debate does not. The minutes record what was done, not what was said. Correct, under most circumstances - see footnote 3 to 48:4; 6) for exceptions

No - the rules in RONR do not authorize the secretary to add additional information to the minutes without approval of the membership. Even in the case of draft minutes which have not yet been approved, I don't believe it would be appropriate for the secretary to insert such information if it did not arise as part of the business transacted during that meeting. I think your best bet here is at the next board meeting, or at a special meeting if your rules provide for calling special meetings, have the board approve a motion confirming that [full legal name] is the duly elected treasurer of the [full legal name] organization, and that the treasurer's name is to be an authorized signer on the organization's account. If time is a factor here and you can do this at a special meeting, this can be the only item of business listed, so that the minutes can easily be approved at the same meeting, after a brief recess if necessary. I will say that, in my experience, it is often possible to satisfy the bank's request just by a letter from the secretary confirming the treasurer's information and requesting inclusion as an authorized signer. All the better if you can do this on organizational letterhead stationery.