Gary Novosielski

On 3/3/2024 at 4:11 PM, Rob Elsman said:

Thank you, Mr. Novosielski, for the relief.

Avec plaisir.

On 3/3/2024 at 7:16 PM, Joshua Katz said:

I agree with my colleagues, but would note your organization can adopt a document retention policy at variance with RONR if it wishes. 

I agree with Mr. Katz that no known upper limit has as yet been discovered on the number of bad ideas, at variance with RONR, that an organization can adopt. 😜

On 3/4/2024 at 2:46 AM, Guest VolSec said:

Can minutes later be amended (after already approved) to eliminate unnecessary information? 

Upon further consideration, the Board feels we should eliminate unnecessary detail (about discussions and rationale) that could potentially create future (legal) risk.  The original minutes were not "inaccurate," however they strayed from reporting only decisions made and actions taken. 

Can the retractions be made via amendment?  If so, what's the proper process? And does the originally-approved version stay in the files or is it removed and replaced with the newly approved version? 

Yes, using the motion to Amend Something Previously Adopted. [RONR (12th ed.) §35]

And while you're at it, refer to §48—especially this:

48:2
Content of the Minutes. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes must never reflect the secretary’s opinion, favorable or otherwise, on anything said or done.

In general, except, of course, where a resolution includes the rationale by using Whereas clauses, it is always good practice to limit the minutes to documenting what was done, not what was said.  

I am not a lawyer, so I can only wonder out loud whether amending the minutes would accomplish a reduction in legal risk.  Amending the minutes would not obliterate the original text, so how this might affect the discovery process, should legal action occur, is a question for your lawyer.

On 3/4/2024 at 11:29 AM, Bob Rhoden said:

This morning, I read from the California Department of Education the Presiding Officer enjoys all the [privileges] of the other members including making and seconding motions.

Is that true?

Presuming that the rule that you read applies to the sort of assembly you're asking about (A local school board, perhaps?), then yes.  Government regulations in the nature of rules of order supersede the rules in RONR.  

But even if they did not, a small board of no more than a dozen members or so would use small board rules, which permit the Chair to participate fully, just as any other member.

You may wish to consider whether you should be using an agenda at all.  Do your bylaws or an adopted Special Rule of Order require it?

The Standard Order of Business comprises the following headings:

     1) Reading and Approval of Minutes
     2) Reports of Officers, Boards, and Standing Committees
     3) Reports of Special (Select or Ad Hoc) Committees
     4) Special Orders
     5) Unfinished Business and General Orders
     6) New Business

In organizations that have adopted RONR as their parliamentary authority, that hold their regular meetings as frequently as quarterly, and have not adopted a special order of business, this series of headings is their prescribed order of business.
[see RONR (12th ed.) 41:5 ff.]
 

Yes, if only the Answers in life were as obvious before we knew them as they were afterward.

On 3/1/2024 at 4:13 PM, Howard Roark said:

I see that 45:37-39 provides the form for announcement of the results, but does not require that the announcement actually take place.

Shirley, you can't be serious.  😑 While there is a special form in the case of an election, the announcement of results is required after a vote on a question of any kind. [4:25]   

On 3/1/2024 at 3:45 PM, Howard Roark said:

I remember this rule regarding announcement of results, but strangely cannot find the reference for it in RONR.  Can anyone here provide the citation?  Thanks!

See 45:37-39

On 3/1/2024 at 8:33 AM, Josh Martin said:

Certainly, there were at least 46 ballots cast, but there could have been as many as 54. We were not told how many ballots were cast in total.

That is quite true.  But my point was that if a given vote count was less than a majority of the minimum number, it could not then be a majority of any larger number.

On 2/29/2024 at 10:23 PM, Atul Kapur said:

Except in this situation where any exceptions to the majority vote rule need to be specified in the bylaws. I'm not saying that the rule in the OP's bylaws is a good idea, but I've seen in more than one organization, so the exceptions are important.

No question.  And if the bylaws provisions are purposeful and well thought out, hey, that's whole point of being able to supersede the Parliamentary Authority.  But for every good local rule—and I've seen a few—there are at least an equal number of pointless restatements of rules already there, and usually restated clumsily or incompletely, causing trouble that could have been easily avoided by doing nothing.  

It's a bias, I'll admit, but one based on actual evidence, I hope.

On 2/29/2024 at 6:19 PM, Guest laverne willis said:

RONR 51:28, 12th edition, states that standing committees report in meetings in the order they are listed in the bylaws.  How are they to be listed in the bylaws alphabetically or the order when they are adopted in the bylaws?  I cannot find a source in any written RONR document.

There is no rule on this.  The order is determined by examining the bylaws and seeing how they are, in fact, listed.  How they got that way is of only academic interest.  As the saying goes, "There's a lot of truth in what actually happens."

The paraphrase of the voting threshold is not enough to convince me that the threshold is actually a majority of those present, rather than a majority of the ballots cast, but in this example that is not significant, since 6 votes out of at least 46 ballots cast is still nowhere near a majority.

I concur that the election is incomplete and those remaining seats must be filled by additional balloting.

I do question why there were no extra lines on the ballot, especially since it was obvious that write-ins would be necessary.  But they should be there even when there is a full list of candidates nominated.

On 2/29/2024 at 5:09 PM, Josh Martin said:

I think she is saying the individual would resign from their position as a board member, in order to take the position of Secretary, which serves as an ex officio position of the board.

Okay, I see that now; I didn't look back far enough.

Yes I think it could well make a difference that there are other places in the bylaws that specify a two-thirds vote.  It is a good rule to follow that interpretation of bylaws should only be made by considering isolated portions of the language in the context of the bylaws as a whole.   And it's also true that only the society itself can interpret its own bylaws.  The way to decide definitively is via Point of Order and Appeal.

But the very fact that the bylaws require a two-thirds vote to suspend the rules is another example of duplicating rules already present in RONR in the bylaws.  As discussed above, this is generally not best practice since, when the copying is flawed, undesirable side effects are often introduced, and if the copying is flawless, it is pointless.

On 2/29/2024 at 5:21 PM, Josh Martin said:

Although I also quite like Mr. Novosielski's clever suggestion, which will probably work so long as members do not press the issue.

And if they do press the issue by a Point of Order, I would rule it not well taken as violates 31:4.   And be sure to note that a motion to close nominations requires a two-thirds vote, while a motion to reopen nominations requires only a majority.   It is obvious that these rules were written in this way specifically to thwart those who would seek to use a "rapid fire" closing of nominations to deprive others of their rights.

On 2/29/2024 at 5:04 PM, Wright Stuff said:

The question is more about the short period of time after the last nomination and before the next one. Some people are not as fast as others in making motions and nominations.

This response seems like a good one. It acknowledges the motion but ignores it. 

Is it proper for the chair to declare the motion out of order in that an insufficient amount of time has passed since the last nomination? I would imagine this response: "The motion to close nominations is out of order at this time since an ample opportunity to make nominations must be allowed. Are there any final nominations? <pause>"

No, I would not make that statement unless someone objected or raised a point of order that their motion had been ignored.  Then the chair could explain that it might not be in order.  It would be best if the chair can sneak in the call for final nominations before the motion to close has been seconded.

n/a

The introduction in relevant part says:

In an often quoted statement, [Robert] said: “The great lesson for democracies to learn is for the majority to give to the minority a full, free opportunity to present their side of the case, and then for the minority, having failed to win a majority to their views, gracefully to submit and to recognize the action as that of the entire organization, and cheerfully to assist in carrying it out, until they can secure its repeal.”

On 2/29/2024 at 1:31 PM, Guest Julie Moore Holtz said:

So, if a member of the board of directors seeks the secretary seat, is elected, resigns as a member to accept the secretary seat does the person elected to the vacant seat finish our the now secretarys term?  Or, does the person elected to the vacant seat begin their own term?

The bylaws of our org do not address this.

Why would someone elected to be the secretary resign as a member?  Members of an organization that are elected to higher office are still members of the organization

The motion to close nominations is not in order when there are people wishing to make nominations.  Here's what RONR says about it.

31:4 Motions to Close or Reopen Nominations.
In the average society, a motion to close nominations is not a necessary part of the election procedure and it should not generally be moved. When nominations have been made by a committee or from the floor, the chair inquires whether there are any further nominations; and when there is no response, he declares that nominations are closed. In very large bodies, the formality of a motion to close nominations is sometimes allowed, but this motion is not in order until a reasonable opportunity to make nominations has been given; as noted above, it is out of order if a member is rising, addressing the chair, or otherwise attempting to make a nomination, and it always requires a two-thirds vote. When no one wishes to make a further nomination, the motion serves no useful purpose.

I think the chair, upon hearing the motion, could say, "It is moved that nominations be closed—are there any final nominations? <pause> "  

If anyone offers another nomination, the motion to close can be ignored.  And if nobody does offer another nomination, the motion to close can still be ignored, and the chair can simply say, "If not <pause> then nominations are closed."  The subsequent paragraph 31:5 deals with the sort of situation where a motion to close nominations would be legitimate.

On 2/29/2024 at 12:24 AM, Atul Kapur said:

 

What part of "all decisions" is ambiguous?

The all part is not, but the decisions part is.  Is a motion for the Previous Question itself a decision, or merely a way to proceed to actually making one?  

On 2/28/2024 at 7:01 PM, Guest KDS said:

If your bylaws have a voting section that states: "unless otherwise provided for by these by-laws, all decisions at a general and special meeting shall be by simple majority of vote of thIose present and entitled to vote and voting; provided always that a quorum is in attendance" and they also state "questions of parliamentary nature not herein dealt with shall be decided according to Robert's Rules of Order" -  the question is, does the 2/3 majority vote requirement listed in Robert's Rules for a Motion to Amend Something Previously Adopted apply or does the voting clause in the bylaws supersede making it a simple majority requirement to amend a motion previously adopted?

It's ambiguous, and badly written too.  

I could argue that "all decisions" means main motions, while a motion to Amend Something Previousy Adopted is a "question of a parliamentary nature." 

But someone else could argue differently.  

Fortunately, your organization alone can interpret what your bylaws mean.  If I had a magic wand, I would replace that entire paragraph with the language recommended for adopting RONR as the parliamentary authority:

Article #
Parliamentary Authority

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.

Of course most people would replace the word Society in both places with something more appropriate for the specific organization.

On 2/28/2024 at 10:00 AM, pwilson said:

In describing the procedure for consideration by paragraph, RONR (12th ed.) 28:6 say, "After all parts have been considered, the chair opens the entire document to amendment."

Is the entire document also open to debate at that time?

Certainly.

On 2/28/2024 at 10:27 AM, Guest Denise said:

I am a newly appointed HOA President of a neighborhood in Florida. My question: Once a meeting is completed and minutes have been written, is it OK to send the minutes to the entire neighborhood regardless of whether they attended the meeting or not? In this case, no votes were cast nor were any important decisions made. 

If no votes were cast, nor decisions made, then the minutes would presumably have no useful information, apart from the fact that the meeting was held.

If it's desired to communicate what matters might have been discussed during the meeting but not acted upon, then the minutes are a poor method of communication.  You might wish to publish a newsie-notes or from-the-desk column on what the board is doing, but minutes should only contain what was done, not what was said.  And minutes that have not yet been approved should be clearly marked as   - D R A F T -  minutes, since they are still subject to corrections before being approved.

On 2/28/2024 at 9:59 AM, Guest NStoker said:

Our President called a special executive board meeting about a non-emergency topic. I was told that someone wants to immediately make a motion to adjourn the minute the meeting opened. Is this allowed?  They also discussed making a motion to postpone the discussion until the next regularly scheduled meeting.  Is this allowed?

(I am new to the Parliamentarian position and NOT an expert on Robert's Rules at all.  In the Feb meeting the co-chair agreed to postpone the discussion until March, but other co-chair - who was absent in Feb - apparently wants to discuss sooner.)

Thanks for all advice.

Yes a motion to adjourn is almost always in order, even if it's at the start of the meeting.  If the motion is seconded, and if a majority agree, then they will vote to adjourn.  If not, then they won't.