Gary Novosielski
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Posts posted by Gary Novosielski
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23 hours ago, Guest Quorum defined said:
The standing rules for the Board of a non-profit group state that a quorum is defined as 1/2 + 1 of the members present at a meeting. Is this acceptable?
No.
Regardless of the number of members present, there will always be half+1 of that number. This language would mean there is no need for a quorum at all, so long as 2 members are present.
Fortunately, standing rules cannot establish a quorum requirement, which must be in the bylaws, so the default in RONR would apply.
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If someone is making a motion that would violate the bylaws and the chair doesn't rule it out of order, then the appropriate response is a Point of Order.
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11 hours ago, Richard Brown said:
Agreeing with the highly respected Mr. Mervosh, a majority vote is “a majority of those members present and voting“. A member who is present but does not vote is not voting and therefore is ignored.
...except for the purposes of establishing a quorum.
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I don't see how this applies to rules that cannot be suspended.
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4 hours ago, Tomm said:
That the entire board must decide who or how many members can make such a decision. And I assume by the virtue of a meeting with all the board members? The president can't simply make those types of decisions, he/she can only call for a committee with a certain number of members but that call must be in the form of a motion and the entire board gets to vote and decide?
Do I have that about right?
I think you've misread Mr. Brown's reply. Neither the president nor the entire board may decide to exclude members from meetings. The board may refer a question to a committee of less than the entire board, but committees do not have the power to act, but only to report back to the board, which retains the powers granted to it in the bylaws.
Business conducted at a meeting of which some members did not receive proper notice, or from which some members were excluded, would not be a proper action of the board, and the meeting would not be considered 'properly called'.
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48 minutes ago, Guest Quorum defined follow up said:
Could a quorum be define as more than half of the members present at a meeting?
I suppose those words could be written, but regardless of the number of members present, that number must be greater than half that number. This does not make a great deal of sense. The effect would be the same as no quorum requirement at all, which thwarts the intended purpose of a quorum.
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8 minutes ago, Guest Barb said:
Can Robert's Rules of Order be suspended in its entirety? At a meeting of the board of trustees, a motion was made to suspend Robert's Rules of Order, which is stated in our Code of Regulations as the final authority on all matters of a parliamentary nature. No specific reason was given for suspending the rules. When asked about making a motion on a specific item, the response was that motions were not necessary since Robert's Rules of Order was suspended. Is there legal precedence that would allow such suspension to take place?
No. This is a violation of RONR itself, probably of your "Code of Regulations" and more. If there is legal precedent of any kind it would probably relate to the severity of the discipline which would be justified. That's just a guess. We can't give actual legal advice here. But it might require consulting an attorney.
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2 hours ago, Daniel H. Honemann said:
How can you know what the correct answer is if you don't know what the pending main motion is about?
Crystal ball.🔮
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22 hours ago, Guest Zev said:
I saw the so-called "discussion only" as an attempt to derail any attempt to adopt the motion, or even reject it, after discussion, which is not proper parliamentary procedure as we understand it.
It certainly is not.
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17 hours ago, Atul Kapur said:
I would put it the other way: That's the only thing a second is for; it is to determine if more than one person wants the item to be discussed.
Of course, but what doesn't exist is a second only for discussion, after which nothing happens.
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I've found it extremely common that in public bodies, seconds are not only routinely made, but recorded in the minutes, naming the member who seconded. I'm not sure if it's a law, or just a common misunderstanding.
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The title of this thread does not appear to pertain to the question asked.
But in any case, if a 66% vote is supposed to be a 2/3 vote, it is not. 0.66 is less than 2/3.
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1 hour ago, Guest kathy said:
do the board minutes have to be approved by the membership
Yes. By the membership of the board.
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1 hour ago, Guest DALE said:
Secondly, if a council member seconds a motion, and says "Second for discussion" and after said discussion, can he withdraw his second to allow the first motion to die, for lack of a second, and then make a different motion, which was seconded, and passed? Thank you
There is no such thing as "second for discussion". You either second or you don't. And once any discussion has taken place, a second cannot be withdrawn. Even if nobody seconded it, if the members start to discuss it, the lack of a second is moot. The motion can be voted down, but it can't be killed by withdrawing a second.
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1 hour ago, AxolotlMorph said:
We had a meeting 2 days ago. I'm finished writing the minutes for the meeting but have not sent out the minutes yet for approval. A motion was stated (actually restated several times for verification so I could write it correctly), and a particular Board Member wanted the initial Board Member making the motion to change his motion, but didn't want to actually amend the motion in the end. The motion passed by majority, but it was apparent that the opposing Board Member didn't like this. Yesterday morning this member sent an email pressing the rest of the Board to rush a decision. It should be noted the opposing member is President. Later in the afternoon, the same member sent another email to myself and the Vice President stating they believed "the wording of the motion should be discussed by the Top 3" (naming the themselves, the Vice President, and myself as Executive Director).
Is this even possible? When it was mentioned in the meeting that the motion cannot just be changed by anyone and the person making the motion should have their motion heard, then someone could amend it, President decided to make a statement that they thought we were doing a "Relaxed Robert's Rules" (whatever that means) and then never amended the motion, just opposed it. There are lots of other pushy things this member has been trying to get away with, and I believe was allowed to do. I've only been in my position since May, and I've had to push to be allowed to even do the things I'm doing currently because the President was given reigns for so long.
Your instincts are correct. The wording of the motion in the minutes is the exact wording as stated by the chair prior to putting the question. There is no such thing as Relaxed Robert's Rules, but there are Small Board rules that do relax procedure significantly. They do not, however, change the fact that motions are adopted as they are stated, and are not subject to double-secret amendment by a gang of three after the fact.
The motion passed, so the time for discussion about what it should have said has passed. The only question now is what it actually did say word for word, so that it can be properly recorded in the minutes. It's not up to three people, it's up to those performing approval of minutes. Nothing done at that point can change the facts, it can only record them correctly or incorrectly.
If people don't like the wording, they can use the motion to Amend Something Previously Adopted (§35) to change it to their liking. Monkeying with the minutes is not an acceptable alternative.
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23 hours ago, Daniel H. Honemann said:
Well, I suppose this could be an argument for exclusivity, but it isn't a good one. 56:43 is designed to indicate just the opposite.
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.
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All true. But when a dog jumps on your lap, types "SMg", and posts it, editing is the only answer.
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17 hours ago, Atul Kapur said:
All of this theoretical comment is irrelevant to the OP...
Duly noted. You will receive a full refund. 🙂
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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.
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Just now, Richard Brown said:
I agree with Mr. Martin's answer. The reporting member usually makes the necessary motion on behalf of the committee.
Again, I agree with the answer above by Mr. Martin, but would add that RONR contains no rules concerning whether a recommendation from a committee in your situation should be made to another committee. That is a judgment call for your organization to make based on your own rules and customs.
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.
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16 hours ago, Guest Trifacto said:
When the audience member tried to respond, after they were named several times and called a liar, etc, the President of the School Board said that they may not speak and had no right to respond.
Is this correct?
6 hours ago, Josh Martin said:If persons who are not members of the school board have any right to speak at board meetings, such rights would be found in the rules of the school board or in applicable law.
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.
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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.
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5 hours ago, Josh Martin said:
I don't think anyone would disagree that the phrase "exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the Governing Documents" grants the board the board full authority (except to the extent that the bylaws reserve certain powers for the membership), the question is whether it grants the board exclusive authority in those matters.
A subordinate board has no power to do anything except what is authorized by the organization's rules, applicable law, or by the organization's membership by vote. So the fact that the bylaws grant the board certain powers (even very broad powers) does not necessarily indicate that the intent is to grant the board exclusive authority in that area. It may simply be that the intent is to grant the board the authority to take such actions in between meetings of the society's membership, and that the society retains the right to overturn the board's decisions in this matter.
So the phrase "all powers" lends no clarity whatsoever to whether these powers are exclusive. It simply lends clarity to the breadth of the board's powers.
To the extent that an argument may be made for exclusivity based on this language, I think better arguments would be these:
1) The language in question does not state "between meetings of the society's membership." That could be an argument for exclusivity.
2) The organization's bylaws, in addition to granting the board broad authority over basically everything, also grant the board specific authority to "adopt and publish rules and regulations governing the use of the Common Area and facilities and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof." Because this authority is presumably included under the board's authority to "exercise for the Association all powers, duties and authority vested in or delegated to this Association," it could be that also stating this authority explicitly is intended to grant the board explicit authority in this area. (On the other hand, it might just be an example.)
I expect, however, that the answer to the question of whether the board has exclusive authority in this area will ultimately have more to do with state laws pertaining to HOAs, which will take precedence over the bylaws and RONR.
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.
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Open Discussion of New Topic
in General Discussion
Posted
It might well be considered under Good of the Order, especially if it is just to raise an issue without any proposed action, at least not immediately.
I note, however that your order of business does not include such a heading. You might consider changing Next Meeting to Good of the Order, since knowing about the next meeting is certainly Good, but is not necessarily the only Good.
You also have something coming after Adjourn, which is not unmeaningless.