Gary Novosielski

Dan, That's an interesting cite but 56:43 is odd in that it first refers to action "between meetings", while the recommended language does not say anything about "between meetings", which is a little surprising. But reading through that section led me to 49:7, which is, I think, much stronger wording. It says that a board flatly cannot alter any action of the membership as a general rule, except for those matters placed under the board's exclusive authority. This is rather the reverse of the OPs bylaw where certain matters are reserved to the membership, while 49:7 would require that specific enumerated matters must be reserved to the board, and saying "all matters" is insufficient. Actually it doesn't say enumerated, but if "all matters" is insufficient, it seems to be implied. I guess that settles that. As far as RONR is concerned the board may not do what the OP says they have done. (Especially not just "because we are the board".) Is that fair to say? There is still the matter of what the regulations on HOAs might say, but I'm content to remain in the dark on that subject.

All true. But when a dog jumps on your lap, types "SMg", and posts it, editing is the only answer.

Duly noted. You will receive a full refund. 🙂

To go into executive session a motion is made to do so, and requires a majority vote. Any number of topics may be discussed in the same executive session. The reasons for going into executive session (and excusing guests) need not be given except that in the case of public bodies the Sunshine laws may provide that the type of business must be stated, as those laws usually prescribe the classes of business which are permissible in executive session. In ordinary societies, reasons are not required. As far as hard feelings go, just announce that the board needs to discuss confidential matters, sorry for the inconvenience, thank them for attending, and say goodbye. Another motion is made to come out of executive session when the need for secrecy is over.

I agree, and if the organization's rules are silent, the default case is that the recommendations would be made to the parent body to which the committee reports. Any motions made would be fully amendable, and could also be referred to any other committees as the body might see fit--perhaps a standing committee, another ad hoc committee, or even recommit it back to the same ad-hoc committee for further consideration.

And if the school board is an elected public body, that applicable law may include the First Amendment to the Constitution. I know of one case in New Jersey where a parent would come to school board meetings every two weeks and speak on the topic of his daughter's participation on the swim team, or something similar. He would basically say the same thing every time, and the board got tired of it and refused to recognize him or would cut him off as soon as he started to speak, saying they had heard it all before and that he was wasting their time. He filed suit that the "government" had unlawfully abridged his right to free speech, and ended up with enough cash to buy his own pool. I'm no lawyer and this isn't legal advice, but I know the case is recited to school boards as a cautionary tale. In your situation, the rules would probably allow you to raise your issue again at the next meeting. Do a little research to learn the the board's rules such as time limits for public comment, what the state's Sunshine Laws have to say that's applicable, and you'll be better prepared next time. You may find that the rules will help you in some ways and frustrate you in other ways.

I agree that if the AGM is not held on the first day it may still be held later. If your bylaws require it to be held on that date, rather than merely identifying the meeting, and if you want to ensure that there's not a flurry of discontent over this, there is a way to technically comply and yet preserve your flexibility. And that is: Hold the Annual Meeting on the scheduled day, having at least the President and Secretary present, call the meeting to order, set a future time (when you're sure you'll be able to meet, or "at the call of the chair"). The motion is Fix the Time to Which to Adjourn (RONR 12th ed., §22, especially 22:8), and then Adjourn. Fix the Time... is one of the few motions that is allowable when a quorum is not present. Record the lack of quorum, and the motion and vote in the (brief) minutes. Technically, you are holding the Annual Meeting on the prescribed day, so any notice requirements must be followed, and if members chose to show up they have every right to do so, but be clear you're not encouraging that. Be sure to fully explain what your plans are for the meeting and advise members accordingly. If you adjourn to meet at the call of the chair, this gives the president the ability to call the Annual Meeting back into session, whenever it's practical to do so, and any business that the bylaws say must occur at that meeting remains in compliance with the bylaws.

Thanks, Josh, I appreciate your take on this question. There's no doubt that if the phrase "between meetings" had been included it would cement my view that the board was fully subordinate. At a general meeting there would be essentially no limits on the membership's powers, and that would also imply that the board could not rescind or amend an act of the membership on its own initiative. I guess the question is whether "reserving" powers to the membership means that powers not enumerated are powers the membership does not have at all, or merely that it shares these unreserved powers with the board. It wouldn't surprise me that HOA regulations could have a major influence on how this should be interpreted. and I don't have any first-hand experience with HOAs (and fully intend to keep it that way!) I also don't have any cash riding on this, so it just something I'm curious to learn about, and I value your judgment on things like this. Thanks again.

<NUL>

Technically not absolutely exclusive, depending upon what powers, if any, are elsewhere reserved to the membership. But regarding any that are not, the phrase all powers seems to cover it. Essentially it says the board has exclusive authority in all matters except those specifically excepted. And this seems to be pretty good language if that was the intention. It would be dangerous to flatly state that the board has exclusive power over everything without exception. They could vote themselves in power forever, raid the treasury, and amend the bylaws to make it all valid. Here, they are given the power to do anything except what the bylaws enumerate. But great minds do not always think alike, so enjoy the rest of your evening. 🙂

And as a practical matter, even if the ED cannot technically be excluded it would not be improper to ask the ED to voluntarily withdraw from the meeting room. If it were your performance review that was about to be discussed, would you be likely to make a scene and demand to stay in the room? I think the area of being a coöperative team player might suffer in the ratings.

I disagree. The board has the power to So unless there is a provision that a particular power is reserved to the membership (for example the power to elect board members or amend the bylaws) the board appears free to exercise it, at least in this organization. Of course there could be a provision that the board may not overrule, rescind, or amend an act of the membership, but we'd have to see the entire bylaws to know for sure. And the way the above rule was written it appears that the drafters intended the board to have exclusive power except for certain express reservations.

A recommendation is usually made by a committee in its report. Typically, the recommendation will be in the form of a motion if the committee is recommending a particular action. The reporting member of the committee is the one who would move the recommendation, which is then stated by the chair and debated, amended, etc. by the parent body. A second is not required if the committee consists of more than one person.

Well, yes, but with the understanding that the motion recommended by the committee, once it is before the parent body, is subject to amendment and all the other slings and arrows that motions are heir to. It can also be simply voted down with or without amendments. What would be recorded in the minutes is the final wording, regardless of how closely it resembles the original recommendation, as well as the fact that it was adopted or rejected.

No one should vote to approve minutes because it is not in order to disapprove minutes, and so a vote is pointless. The chair should not take a vote, as the assembly is required to approve the minutes. The only way to object to the draft minutes being approved is to offer a correction to the portion that you believe is incorrect. Approving the minutes does not mean approving of the minutes. Whether you like what took place or didn't, your only concern should be that the minutes are a correct record of what was done. If your correction is noncontroversial it can be accepted by unanimous consent. If someone objects, the correction is treated exactly like a motion to amend the draft minutes. A majority vote decides if the correction is included or not. If there are no corrections, or no further corrections, the chair simply announces "There being no (further) corrections, the minutes stand approved." To finally get around to the question I think you were asking, yes a person who was not present at the meeting in question can participate fully in the approval process. A classic example is that if the draft minutes imply that that person was present, it would certainly be advisable to correct that.

Still the parliamentarian.

I agree. Do you think that the notice requirement is fully enforceable however? Even if a copy is provided to the Secretary after the meeting begins? And is the prohibition of the parent body to move a "similar" motion valid?

If the rules in RONR apply, committees do not typically keep minutes at all. They may keep notes that are somewhat in the nature of minutes, but without any of the structure required of formal minutes. And they would not ordinarily show these to non-members. The output of a committee is reflected entirely within its Report. It contains all the material that the committee deems relevant to the question being considered, and no material that it deems to be otherwise. It is produced by the committee by the process of debate and amendment, and passed by a majority vote within the committee. The margin of victory is irrelevant, as it is the report of the committee, not a subset of it. When discussing a motion recommended by a committee it is not permitted in debate to refer to any portion of the discussions within the committee.

I would strongly recommend following the advice in RONR, which has been perfected over more than century of use in countless organizations. In support of this, I would point out that in your example, you establish dues and fees while apparently forgetting to define any members, upon whom these dues and fees would presumably be imposed. And you apparently define the duties of officers before defining the officers, their terms of office, and their method of election. Although I'm sure that real bylaws would be more thoughtfully designed than this quick f'rinstance, sticking to the proven structure, while making any changes that suit your organization, will ensure that no important pieces are overlooked. Any member here will tell you that hastily drafted bylaws are sure to arise and bite you at the most inconvenient moment.

No, it is never "okay" to violate the bylaws. Whenever rules are not being followed it is up to the members to pay attention and, in a timely manner, raise a Point of Order. In most cases, if this is not done in a timely manner, the decision, even if made in error, stands. Objections by e-mail are not a substitute for a proper point of order raised at the time.. This is to protect the organization from the uncertainty that someone might question any decision at any future date Exceptions do exist in cases that create a "continuing" breach of the rules. But I don't find any compelling evidence that this would be one of those cases. Previous notice usually protects the rights of absentees who, if they knew of the business to be transacted, might have attended, debated and voted. But in this instance the notice requirement was not for the board, but for the secretary alone. And the secretary apparently was not an absentee, so no one's rights were violated. I question whether this requirement actually protects anyone's rights in the first place. Similarly I don't see the point of requiring a report of the vote tally, and what is even stranger, this rule has the unintended side-effect of giving a presumably subordinate committee the power to prevent the board from considering a motion that it would otherwise be empowered to adopt. All the committee needs to do is report a similar motion without having notified the secretary in advance. This is a de facto veto power over the parent body. But I concur with the other opinions that this does not constitute a continuing breach and, absent any timely point of order, the action stands.

No, it really isn't a different procedure at all. Nothing changes regarding the process of amending the bylaws. It's just a warning against doing it in two parts, and instead doing it as one motion, of the form: to strike out the words <describing the old quorum> and inserting in place thereof <the new requirement>. So that there is never a moment when the default quorum (a majority of the entire membership) could spring into effect.

In fact, if the rules in RONR apply no non-board-members can just show up at all, with or without notice. If your bylaws or other rules allow general members to attend board meetings, and if they are permitted to speak, the rules on this are up to the board to decide. RONR allows the board to invite or allow spectators, and allow them to speak on a case by case basis, by majority vote, but if that's the rule or custom in your organization, it would be best to adopt uniform rules. RONR does not allow non-members to speak in debate except by suspending the rules (requiring a 2/3 vote) and prohibits allowing non-members to vote under any circumstances.

I think we know that the MMO would not be a board member. But if the bylaws are going to be restructured to divide the work between the current position and the new MMO position, that will have to be defined somewhere in there.

Let us hope history judges you more gently than him.

Absolutely. In the first place this is not just a change in title, it is a restructuring of responsibilities, which is a significant change. But in any case, it would required a vote of the membership to change a single comma in the bylaws.