Gary Novosielski

Have you in fact adopted Robert's Rules of Order as your parliamentary authority? I ask because that's not the way Committee of the Whole is described there.

I can't find it either.

In the usual case of a subordinate board, by adopting RONR as its parliamentary authority, the membership has instructed the board on what it should do. So I think without going out on a limb, I can state: That's what the board should do.

Most motions only require a majority vote. A small subset have a higher threshold. In this case this type of motion is called Amend Something Previously Adopted. Adopting most motions requires a majority, but changing something that has already been agreed upon requires a more stringent requirement. This is to prevent fluid opinions, or the presence or absence of a single member from enabling flip-flopping of what has been decided. Some motions require a two-thirds vote without other options This is usually in situations where people with minority opinions are negatively affected. One example is cutting off debate before everyone who wishes to has spoken.

Should means that it is not mandatory but that it should be recorded. I think it's a fair question why some people on your board don't want to do things the way they should be done. But if they're insistent, the good news for them is that since this is not a hard and fast rule, there is no need to suspend it if they don't want their names recorded. So a two-thirds vote would not be required. The assembly may decide what goes into the minutes (or what doesn't) by a majority vote. If the "some people" do not constitute a majority, they don't get to decide.

FAQ 14: How can I get an item on the agenda for a meeting? For a proposed agenda to become the official agenda for a meeting, it must be adopted by the assembly at the outset of the meeting. At the time that an agenda is presented for adoption, it is in order for any member to move to amend the proposed agenda by adding any item that the member desires to add, or by proposing any other change. It is wrong to assume, as many do, that the president “sets the agenda.” It is common for the president to prepare a proposed agenda, but that becomes binding only if it is adopted by the full assembly, perhaps after amendments as just described. [RONR (12th ed.) 41:62; see also pp. 16–17 of RONR In Brief.]

Again, you would use either an order of business, or an agenda, but not both, so the question makes no sense, Josh's softening brain notwithstanding. 😇

I agree with @Joshua Katz, and RONR agrees with both of us: 47:52 Only on the most involved matters should the parliamentarian actually be called upon to speak to the assembly; and the practice should be avoided if at all possible.

With the permission of the assembly in session (i.e., the board) any non-member may be present and may be heard. This is usually accomplished by unanimous consent, but if anyone objects, a majority vote can allow a non-member to be heard, as long as it is not during debate on a pending motion. Speaking in debate would require a suspension of the rules, and therefore a two-thirds vote.

Since a deliberative body can do nothing, in fact does not "exist" as such outside of the context of a meeting, the answer is clearly Yes. In order to "collect'" information, such as committee reports or what have you, a meeting with a quorum present is required. And if there is some other collection mechanism, a meeting is still required to consider the collected information, and absolutely necessary to make any motion as a result of considering it, prior to voting on it. Whenever the bylaws state that a body does something, anything, it is assumed to be in session while it does it, unless explicitly stated otherwise.

I agree, and I'm also curious about the apparent assumption that when the number of members is reduced, somebody (or some body) must "adjust" the quorum. In fact, if the quorum is set at (or defaulted to) a majority of the members, then the so-called adjustment is instant and automatic, calling for no action on anyone's part except a little mental math.

On the contrary, nothing here suggests that it must be adopted. If anything it appears to suggest the opposite since it specifies it is "subject to amendment" which, if it were binding, it would not be, except by the higher threshold motion to Amend Something Previously Adopted. So in my view your "agenda" is not adopted, and so may be amended at any time by a motion and second with a majority vote. In addition, it appears that there is nothing preventing anyone from making additional new business motions when the "agenda" is completed, and prior to adjournment.

No, not at all.

Well, if it's not adopted, it's not binding, so in a sense it's a bit of overreach to call it an agenda. Is there any other rule that would appear to make it binding, or that would prevent any other motions not on the "agenda" from being introduced?

Well, there's nothing in there about the chair needing to declare anything to make a vacancy official, so apparently we're howling down the wrong rabbit hole.

Well, if the rules in RONR apply, the agenda must be approved if it is to be binding upon the assembly, but having not read your bylaws I can't know whether there is some rule making it binding without that vote, which is the case in some organizations. You don't say who is writing the agenda and who is posting it. But RONR says if it's not approved it's not binding.

Well, that rule is not found in RONR, so this forum won't be familiar with its application. If it is the duty of the chair to declare these vacancies, you could try raising a point of order that the chair has failed to do so, or simply adopt a motion directing the chair to do so. But a lot depends on what your bylaws say, since this process is somewhat at variance with the rules in RONR.

If an agenda is mandated by your bylaws, then that supersedes the use of the standard order of business.

The Standard Order of Business does not contemplate the use of an agenda at all. Business is simply brought up in the specified order. It is likely that the chair will have a memo listing the items of business scheduled for that meeting, but such a memo is not binding and so does not require adoption by the assembly. Yes, if there are hearings of the public or of general members, that could be added as a new item, if the idea is to put it early in the meeting, something akin to a committee report. Or, if it is desirable to put it later in the meeting it could be scheduled during Good of the Order/General Good and Welfare/Open Forum, which is an optional heading at the end of the Standard Order, and would not require any special rule of order to accomplish.

Without a meeting there is no moving, seconding, debating, or voting. So meetings are only required if you want to do something.

If I understand Dan's position, he's drawing a distinction between a minority of a particular size, and one of variable size depending upon the number of positions open, the inclination of the minority to work as a team, the barometric pressure and the phase of the moon. I concur. If I were in the chair I would probably simply require a two-thirds vote to suspend the rules, and note that, if appealed from, the matter would be decided by a majority vote, which protects no minority at all.

If these minutes have not yet been (read and) approved at the subsequent meeting, then when approval becomes pending you can offer a correction (essentially an amendment) to the draft minutes, striking whatever language was included that you believe did not really take place. The minutes should contain the exact text of the resolution as adopted. If there is disagreement on corrections, a majority vote will decide the question. If these minutes were already approved, you can make a motion to Amend Something Previously Adopted (§35) to correct the minutes. This motion: requires a second; is debatable; is amendable; and for passage requires any one of the following: a two-thirds vote; a majority vote if previous notice is given; or a majority of the entire membership.

Presuming the Secretary is a member, absolutely.

The power to appoint carries with it the power to remove, but I believe the power to appoint subject to approval means that the power to remove is also subject to approval.

No, the question is simply whether everything in RONR is in RONR. It is the gospel truth that it contains everything it contains. Given that, if an organization has adopted RONR as its parliamentary authority, then with the standard exceptions, it governs and is binding upon the organization in all cases to which it may be applied. The rules must be followed, strong suggestions should be followed, and the remaining words, to the wise, are sufficient. The Chair need do no such thing. The chair only needs to show that the burden, which remains squarely upon the doubter of the quorum, has not been met, and is no longer timely, and therefore the presumption should be that a quorum was present. The assembly should agree, in the absence of "clear and convincing" evidence. Furthermore, that is not the way the question is actually put, but if it were, it would change nothing. The term "clear and convincing evidence" is a fairly objective term, and reasonably well defined as such things go, meaning that the party making the assertion can demonstrate that the assertion is reasonably certain or at least highly probable. It is a more stringent standard than a mere "preponderance of the evidence," but less stringent than "beyond a reasonable doubt." Merely saying that one recalls that a quorum was not present is not sufficient, and does not shift the burden to anyone else.