Gary Novosielski

Reading those excerpted bylaws, there is nothing there that gives the board the power to remove a board member from the board.  It says the board can remove officers, which means remove them from the office that they were elected to by the board, from among their own number.  But to remove them as a board member would take an act of the assembly, presumably with a trial or other procedures as outlined in the bylaws.

The assembly can remove someone from an office that was filled by the assembly.

The board can only remove someone from an office that was filled to by the board.

Removal from an officer position leaves that member on the board.  But removal from the board would presumably mean removal from an officer position if, as appears likely, being on the board is a prerequisite for being an officer.

In my opinion, some action of the board would be needed.  It might well be the case that if no member objects, that's enough, but only after the chair says something like:

The Chair appoints Mr. M. to the Judicial Committee; is there objection to this appointment? <pause...sound of crickets>  Hearing no objection, the appointment is confirmed.  That's essentially the process for unanimous consent, a severely abbreviated way of handling a motion when dissent is presumed unlikely.

If instead of crickets there is objection, the matter would then be open to debate and a vote, handled like an ordinary motion.  I don't believe, however, that it should be amendable.  Others may want to weigh in on that.

On 3/21/2016 at 9:05 PM, D.Llama said:

 Will respond later this week - but , of course , do not agree with the above review .

I hope your response will directly address the question on the motion  "that we accept the report of the auditors and hereby relieve the treasurer of responsibility for the period covered by the report, except in the case of fraud."

If you don't believe that such a motion, if adopted, would relieve the treasurer of responsibility (at least concerning the society itself) then perhaps you can suggest language that would?  (Or explain why a motion that says what it means doesn't mean what it says.)

I'd be curious as to what those reasons might be.

I would no sooner take the word of a financial "expert" on matters of law than I would take the word of a lawyer on matters of parliamentary procedure.

From an organizational point of view, the treasurer should be relived of responsibility for the period covered by the report, once that responsibility has been assumed by the body as a whole, especially since the treasurer may have been someone else during that period.

Questions of what does and does not constitute fraud is a legal matter, so ultimately, questions of legal responsibility are beyond the area of expertise of accountants and parliamentarians alike.  But I don't believe this argues either way with respect to the question of adopting the report.  I'm content to follow the rule, which in my experience is anything but an anachronism.

Yes, in the context I mentioned, the auditing firm attended a meeting of the board and presented the report, having previously provided copies of the report along with a management summary to all members.  Questions were welcome and appropriate.  

I think adopting the report, including responding to any recommendations, is appropriate even when other financial reports are not adopted.  

Typically, interim reports are the product of the work of one person, one small group, or perhaps the output of a computer program.  It would be next to impossible for the board members to be familiar enough with the details of the production any given report to be able to vouch for its correctness by adopting it.  

In the case of the audit report, it is compiled after a thorough investigation of the records, procedures, and compliance with those procedures, by a group that is independent of the staff people who deal with the data on a daily basis.  In a single document, it comprises the sum total of all the interim reports, independently verified, as well as an independent evaluation of the controls in place to ensure the accuracy and integrity of the financial records.

Based upon that comprehensive evaluation, the board should have enough confidence to approve the report.  If for some reason it does not have that confidence, it should replace the auditors.

Is D.Llama the same as Guest, here?  And why?

I can add that as a member of a publicly elected school board for many years, the board did approve the annual audit report each year, and if any recommendations were offered, it adopted resolutions to implement an appropriate corrective action plan.  That situation is more analogous to the corporate one, where the board has ultimate responsibility, and the public (the general membership) exerts direct control only through elections.

It was my understanding, after consulting with legal counsel, that this was a legal requirement of all similar boards.  It reflected the concept that the buck stops at the board level, and the actions of the board in approving the annual budget, the tax levy, capital expenditures, RFP's and bids, and the audit report were the method by which the board accepted its responsibility as the custodian of the taxpayer's money.

As a taxpayer, I would want my elected representatives to properly (and officially) shoulder that responsibility.

I couldn't have said it better myself. 

16 minutes ago, Guest Amy said:

At a City Council meeting  (which meets monthly) a Resolution was presented.  A motion, 2nd and vote occurred.  We did not have all members present at the meeting and the vote ended as a 2-2 vote.  The Council would like to vote on the Resolution again at a future meeting, when all 5 members are present.  

Do they use a motion to Renew?  If so, is  there a timeframe required or advance notice needed?

Thanks!

There is no motion To Renew.  In order to renew a failed motion, you simply move it again at any future meeting.

15 hours ago, peaches70 said:

our documents read as follows:

1. a motion to elect that candidate by acclamation is permitted as long as there are no objections. We have had the secretary do this unless, it is the secretary  that is to be elected

2. vote for candidates are to be by secret ballots.

 

question, the board wants to have someone move to allow this and wants a second to the motion. then a show of hands, I say it must be done by secret ballot since it is for candidates.  

.

What do you mean by "do this"?  Does the secretary move to elect the candidate by acclamation?  That's odd, and not supported by RONR.  Do your bylaws actually say that?  If not, drop the idea that the secretary has any special role here.  (When you say your "documents", we are talking about bylaws, right?)

In RONR, if there is only one nominee and the bylaws do not require a ballot vote, the chair simply declares the nominee elected by acclamation without any motion or vote. The only way to "object" to acclamation would be to nominate someone else. 

 Apparently your bylaws say that the acclamation can only happen by unanimous consent.   That is essentially the same as RONR, except this allows someone to object without nominating anyone, which seems odd, but the rule is what it is.

So, if there is only one nomination, the motion to elect by acclamation is essentially the only motion in order at that moment, so the chair should probably assume the motion and test for unanimous consent:  "Are there any more nominations?  ... <pause>   If not, the question is, Shall Mr. A be elected by acclamation.  Is there any objection?  <pause>   The chair hears none, and Mr. A is elected."   A show of hands would not be appropriate.

If there is objection, I think it would still be wise if the chair asked the objector if he wished to make a nomination before putting the matter of Mr. A's election to a ballot vote.

2 hours ago, potzbie said:

No, it is not proper notice.

When "previous notice" is a requirement for a meeting or for a motion, there are only two ways of giving notice:

1.) orally, by announcement in the immediately previous meeting.

2. in writing, to be included in the mailed call-to-meeting.

Email is not a proper way to give notice, under the default rules of Robert's Rules of Order.

 

E-mail is written notice.  But RONR says it is acceptable only for members who have agreed to e-mail notice.

It would not be acceptable if the bylaws specified postal mail.

On 9/14/15 the FY 2015 to 2016 County budget was on the agenda under new business. A commissioner (there are 5 sitting commissioners with one serving as chair) made a motion to approve the budget. There was no second and then a commissioner made a motion to table the budget until 9/28/15 and there was a second. This was the last item of new business on the agenda. There was no more other pressing item that was more urgent to entertain. The reason for the motion to table was 3 of the 5 commissioners did not want the tax assessors line item for legal defense in his budget to be increased. Please advise how this should be handled. The proposed budget had increased that line item.

The non-crazy thing to have done would have been to move to amend the proposed budget by changing that line.  Then when the amendment passed (as it would if 3 of the 5 wanted it), the entire (amended) budget could be voted on, and you'd be done by now.  As it is, you have stalled for time, but nothing is likely to change.  Oh, and of course the motion to table should properly have been a motion to postpone, but that doesn't change the situation appreciably.  Sooner or later you're going to have to pass a budget.

My apology for not starting this as a new topic.  I will certainly read the guidelines and comply.  Thank you.

 

I made yet another mistake by filling out a 'report', instead of the reply.

 

The Board member submitted the resignation toward the end of the mtg.  The President said that the Board would not accept the resignation; this was said in the context that she/they did not want the member to resign.  After several other members later made a plea for the member to reconsider, the member withdrew the resignation in writing about 7 days before the next Board meeting.   In the meantime, others on the Board in favor of the resignation are campaigning, and are looking into ways to make it happen.   So it is a divided Board now.  Question is what possible actions could the opposition take to make it happen?

None.  The resignation has been withdrawn.  There is nothing left for the board to "make happen".  It had the opportunity to act in a timely manner and failed to do so.  

As is so often the case, snoozing, in this instance, equates to losing.

Good evening,

 

I am the Chair of a large non-for-profit organization with approximately 15,000 members. The Board of Directors consists of approximately 24 and the Executive (Also members of the BoD) consists of 4.

 

Recently, there was a motion from the Executive to remove a member of the management team from the organization. Not getting into specifics, this would lead to a significant financial burden for the organization and therefore the legal team has recommended that the motion is unable to be passed by the Executive committee (restriction on amount of money able to be passed by this committee without Board approval) and should be forwarded to the Board of Directors.

 

My question is this: What is the process to properly call an Emergency meeting so that my process is not deemed out of order? Article VI Section III on page 586 of Robert's Rules Newly Revised 11th Edition outlines the procedure to call an Emergency meeting of the Executive, but does this same procedure apply to organizations with both an Executive Committee and a Board of Directors?

 

The current Board's term is complete as of May 1, so if someone could speak to the timing required for such a meeting that would be great.

 

I appreciate any assistance that you can offer.

 

Simon

Thank you for your prompt reply.

 

I saw that, but wasn't entirely sure if the Special Meeting referred to a meeting of the entire 15,000 members or the 24 member Board of Directors. Would the same rules apply for both? 

 

Thanks again,

 

Simon

Since those are sample bylaws, they don't apply to any organization at all.  The only thing that matters is what your bylaws say about special meetings, and the only way to tell what rules apply to which meetings is to carefully read your bylaws.

If they contain no rule on the calling of special meetings, then special meeting may not be called.

A nine member board has a rather strange rule regarding appeals from rulings of the chair.  This board has no constituent membership and is a public body, but I don't believe that is of any significance for the purpose of this discussion.  The board has adopted  RONR as its parliamentary authority.

 

The board's special rule regarding the vote required on an appeal from a ruling of the chair reads as follows.  (The Board calls its special rules "policies" and "rules of protocol").  Pay particular attention to the last sentence: 

 

"The presiding officer of any meeting shall conduct such meeting in accordance with the Rules of Protocol and shall have authority to make rulings on interpretation of these Rules of Protocol and any other matter or question which may arise with regard to conducting the meeting, including recognition of speakers, whether a speaker is out of order, etc."

 

"The decision of the presiding officer shall be final unless appealed by a Board member or committee member to the entire Board or committee as set forth herein below.  Any member who disagrees with a decision of the presiding officer may appeal such decision to the total Board or committee. Such appeal may be taken by a statement to that effect and no second is required.  The presiding officer shall immediately call for a vote on the question of whether or not the ruling of the presiding officer shall be sustained.  Upon a favorable vote of a majority of those Board or committee members present and voting including the presiding officer, the rules of the presiding officer shall be sustained."

 

What is the opinion of others on here as to the effect of a tie vote on an appeal?   RONR says it takes a majority vote to reverse a decision of the chair and that a tie vote sustains the chair, but this rule says "upon the favorable vote of a majority of those board or committee members present and voting including the presiding officer, the rules (ruling??) of the presiding officer shall be sustained."

 

Does that mean that on a tie vote the ruling of the chair is reversed?

Sure sounds that way.  Also at variance with RONR are that the appeal requires no second, and is not debatable.    All of which shows that public bodies are not immune from badly written rules.  Badly written, but no less binding.

Thank you.

What I need is the actually portion of Robert's Rules that spells this out.

Well, according to Robert's Rules, debate (discussion) occurs on motions.   And if a motion is made, there's no way to keep it to discussion only.  A vote is always possible.

Thank you for your response. We generally take informal notes to document the meeting, but no motions or action items. Do these notes need to be approved? Much appreciated. 

You should not be taking "notes"; you should be taking minutes (which will have very little in them, but they are still minutes).

Those minutes should be approved as soon as possible (which will require a quorum).

When a special (a.k.a. select) committee is discharged from its one and only task, it ceases to exist, so you can disband it that way.   A standing committee can be discharged from further consideration of one of the matters committed to it, but the committee continues to exist.  Discharging a committee normally requires a 2/3 vote, since it is reversing a prior decision (to charge the committee with that matter).  However if a committee fails to report by a date at which it was instructed to report, it would only take a majority vote to discharge it.

To disband a standing committee you'll have to find out by what authority it was created, and reverse that decision, which could possibly involve a bylaws amendment.

So it's true.  There is a right way, a wrong way, and a dad's way.  Okay, so... which of you is dad?  

Well, more of a great-granddad.  His name was Henry... somethingorother.

Thanks all. Sorry for not clear enough in my previous post. The chairman did say "I resign" a few times (one time in council meeting).

Well, you could have immediately moved to accept the resignation, but you snoozed and therefore lost, which unfortunately does not rhyme in the past tense.

If she does it again (during a meeting) be prepared.

A member of the board resigned and the board appointed a new member for the remainder  of that term.

 

A member of the board stated that Roberts Rules of Order states that the board goes back to the last annual meeting and appoints the homeowner who had the most votes who did not get elected. The board did this. After the meeting, I asked the board member what rule it was and they stated #66 Nominations and Elections. Common sense says that's not the way it should be done. Is there any rule that states you go back to the last annual meeting??? If there isn't then the board member should resigned or be fired.

The member was full of baloney.  Members who were not elected at the last annual meeting might not even have achieved a majority, and perhaps for a very good reason.  There is no such rule as he claims there is.  Never believe anyone who tells you RONR says so, unless they can show you the page and line where it says so.  

However, since there is also no rule preventing the board from appointing such a person, and since they actually did, that decision stands.  The fact that they did so based on misinformation should be a lesson to them not to be so gullible.

I would state that "The motion was adopted."  The only time I can see it being applicable to use the phrase "The motion was unanimously approved" would be if every member - 100% - voted the same way, and even then I would likely only do so if the assembly ordered the use.

Well, a unanimous vote is any vote where all the votes cast were the same, regardless of any abstentions or absentees  But I agree that the unanimity, or lack thereof, should not be specially noted in the minutes, since it makes no parliamentary difference.

I was assigned to do a report on Parliamentary Procedure in sixth grade.

If a person/member was not in attendance at a meeting, can they make corrections to the minutes, or should corrections only be made by members in attendance of the actual meeting?

Corrections can be made by any member, whether or not they were present during the meeting whose minutes are being approved, and whether or not they were even members back then.

What are the rights of non-members attending the AGM of a Society. Are they entitled to speak from the floor or do they require permission from the chair, or the assembled members, to speak? Know that non-members do not have a vote, but can they move motions? Can they raise a point of order? Do they have any other rights on the floor? I will be chairing the AGM Thank you.

They have no rights at all, including being there in the first place.

All rights granted to them are granted by the assembly, by majority vote for quietly observing, or for addressing the assembly (while no question is pending).  Making motions, speaking in debate, and similar activities (reserved by rule to members only) would require a 2/3 vote (suspension of the rules).   Raising a point of order is tantamount to making a motion.

Voting rights may not be granted to a non-member under any circumstances*, not even by a unanimous vote of the assembly.

__________

* Well, any circumstances short of admitting them as a member.