Gary Novosielski

Yes it would help to know what the main motion was, to which "cancel the meeting on June 1st" was a primary amendment.  It might turn out that the primary wasn't in order in the first place, which might render the secondary irrelevant, or perhaps make it in order as a primary.

On 4/5/2024 at 2:49 PM, Drake Savory said:

Primary amendment was "cancel the meeting on June 1st".  Secondary amendment was to basically strike out the entire amendment and change it to "make the June 1st meeting a virtual meeting."  I thought that this was out of order because passing the secondary amendment in effect defeats the primary amendment but looking it up, it bans that at the amendment/main motion level - not secondary/primary.  It didn't change the form of the amendment so that's OK, and I know an amendment can make a motion into it's opposite but I can't shake the feeling that because the secondary amendment completely eliminates all trace of the primary amendment that it was out of order.

Was it and why?

I don't believe it was out of order.  The secondary amendment would not simply negate the first, it would change the status of the June 1st meeting from canceled to virtual.  That's germane and substantial.

On 4/5/2024 at 10:27 AM, Guest Mimi Klein said:

Our by-laws allow an appointed position by the current board in the event of a resignation or dismissal. However. It does not stipulate that this appointment needs to be unanimous (unfortunately). Since the spouse was appointed by the old board ( after losing in the annual election by the entire neighborhood only one week prior)  it would seem that she could be un-appointed by the new board since the decision to bring her on was not a neighborhood vote the decision to take her off should not need to be either. 

Well, it would be highly unusual to require a unanimous vote on filling a vacancy.  A majority vote is what's typical.  But the reason I asked about previous notice is that 47:58 says:

47:58
Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise.

And from your answer it appears that the bylaws do not clearly provide otherwise.  Now, an email, a few minutes ahead of time is rather short notice.  If your bylaws do not specify an advance time period for previous notice, then here's what RONR says:

Under certain circumstances, whatever the vote required, there may be an additional requirement of previous notice, which means that notice of the proposal to be brought up—at least briefly describing its substance—must be announced at the preceding meeting or must be included in the “call” of the meeting at which it is to be considered (see also 10:44–51). The call of a meeting is a written notice of its time and place that is sent to all members of the organization a reasonable time in advance.  [RONR (12th ed.) 1:7]

The meaning of "a reasonable time in advance" is left up to the members of the body.  If a majority of the board believes that an email a few minutes ahead of time is not a reasonable time in advance, then have someone raise a Point of Order that the vacancy was not properly noticed, and therefore was not validly filled.  If the chair rules the point well taken, the appointment is null and void.  If the chair does not agree, the question can be placed before the board to decide by a majority vote, by a motion to Appeal From the Decision of the Chair.  

See:  RONR (12th ed.) §23. POINT OF ORDER; §24. APPEAL

On 4/4/2024 at 7:28 PM, Guest MusicLover said:

Hi everyone, I am trying to submit some major bylaw amendments for consideration for our small nonprofit of around 30 members (and 8 volunteer unpaid board members including myself). They haven't been reviewed at all in over 10 years, and many of the things we have been doing today were not at all included or reflected in our bylaws.

One major area we have discussed in depth is the executive board positions as well as their terms of office. Times have changed a LOT for us ever since 2020 and 1 year terms of office just isn' t productive for our future we all have agreed, plus there were a few positions voting and participating today that were not in the bylaws.

I have read a lot about the Past President role, and how many say its not a great idea to make this an "automatic" position for many reasons. So what I was curious to hear from you all is if you have found positive & productive ways to incorporate this role into your board? at this time the majority of the board is in favor of this position so I don't think it would fly if I tried to completely remove it at this time. 

None.

On 4/4/2024 at 5:24 PM, Guest BrendaR said:

The duties of the president shall be to call and preside over all meetings of the organization and board of directors and perform all the duties incident to this office. The president shall have the power to appoint such committees as he or she may deem necessary from time to time. The president shall represent the organization and board of directors in carrying out the policies of the corporation. The president shall be authorized to sign checks agreements and contracts on behalf of the organization.

What is the procedure for appointing a committee with power? Does something specifically need to be said when the committee is appointed?

 

Well, a committee appointed "with power" can only have such power as the entity which created it could exercise on its own.  A committee created by and acting under instructions from the board could, if authorized, exercise such powers as are necessary to complete its instructions, but would have no new powers that the board didn't already have.

So a committee appointed by the president probably would not be able to be appointed "with power" because the president acting alone is not given much power by the bylaws, with respect to producing events.

On 4/3/2024 at 3:06 PM, Guest wcrumlaw@aol.com said:

Upon the creation of Bylaws for vote by Board; does passage require majority approval vote or two-thirds approval vote?

It sounds like you are talking about the creation of a new organization, which takes only a majority vote.

But if you have not yet adopted any bylaws, you certainly don't have a Board yet.

On 4/3/2024 at 7:40 AM, Guest Johnthan said:

We have a maverick who will not take "No" for an answer, even though he does not have the votes to succeed.   We have an agenda for every meeting which is published 24 hours before the meeting and any member can put an item of new business on the agenda prior to the 24 hour deadline.  He puts this matter on the agenda for every meeting.  How do we put an end to this incessant annoyance?

Do people keep seconding his motion every time?  If so then I guess somebody thinks it's worth of considering.

It depends on what powers are granted to the Board in your bylaws.  

On 4/3/2024 at 9:35 PM, Atul Kapur said:

Out of curiosity, who decides, and how, whether an issue is "critical ... with a potential for wide-ranging consequences"?

I don't know, but there are not many things more routine, predictable, and expected, than an annual election.  

∅

On 4/2/2024 at 10:27 AM, Jay M said:

I read written motions take priority over the other motions.  I wonder what is is the procedure to follow this rule? Suppose if there is an approved agenda with number of  items can a member   propose a written motion  on any agenda items at any time  with out waiting for the item come up for discussion?  Please clarify . Thanks in advance

Recall where you read that, and classify it as an unreliable source.  It is a good idea to put any motion in writing if possible, and it is often required in some contexts, but it does not affect priority at all.

On 4/2/2024 at 5:45 PM, Guest Johnathan said:

When a Motion to Postpone Indefinitely succeeds, how does the main motion get back on the agenda?  I want to Postpone Indefinitely a main motion that will come up next Tuesday but I would be willing to address the main motion after the general election in November.   (A motion to Postpone to a certain time will not work because we meet twice a month.)  

And because November is more than a quarterly interval away, so you can't postpone definitely till then anyway.

So you can Postpone Indefinitely, or simply vote the motion down.   Postpone Indefinitely only kills the motion for the duration of the current session, so it can be made again pretty much any time you like—such as in November.

On 4/2/2024 at 2:27 PM, Val said:

The by-laws state that by-laws shall be amended by a two-thirds vote of the members present and voting at any meeting of the general membership, providing written notice of the proposed amendment has been given to all members at least two weeks prior to the meeting and a quorum is present.

In the section under Meetings, it states that any critical issue with a potential for wide-ranging consequences be submitted to a mailbox ballot.

Can a motion to send the proposed amendment to a ballot vote be done? Will it override the "shall be" amended at any general membership meeting?

Hard to say.  Since the particular rule related to bylaws amendments is more specific than the general rules pertaining to meetings, and since the specific supersedes the general,  I'd say the members must be physically present.  But this is based on a paraphrase of the bylaws and that's always iffy.

n/a

On 4/2/2024 at 1:53 PM, Tomm said:

Considering that the board is subordinate to the Membership because they are elected by the Membership.

If the board holds a special session in executive session, can the Members request to see the notice that went out in the call of the meeting?

 Granted, we can't know what took place in that meeting but is there a way that we can at least know what the business was?

In the case of a public body, Sunshine Laws usually provide that the motion (made in public session) to go into executive session must contain the reason for doing so, at least by stating what class(es) of business, from a set of allowable classes of business, will be considered, or acted upon.

But for a private society, unless the bylaws or other applicable rules have some similar provision, I'd say No.  RONR does provide that the Membership may, by a two-thirds vote, require that the minutes of a board meeting be read to a membership meeting, so that is one way to exert some oversight.

Quote

On the matter of whether an (Immediate) Past President may resign, I come down on the affirmative side.  Since a resignation is a request to be excused from a duty, surely the IPP could request to be excused from such duties, if any, as are associated with the position.  Presumably if the IPP is a board member, this implies a duty to attend board meetings, at a minimum.  The resignee would remain a past president though not the Past President.

A president who resigns from office because of, say, an impending move to distant climes would be unlikely to be available to take on the duties of Past President, and it would be good form to ask to be excused therefrom.

But I do agree that filling the resulting vacancy would be impossible, absent some provision in the bylaws.

Was the vote taken to "bring in his spouse" taken immediately without previous notice?  See 47:58

On 4/1/2024 at 6:57 PM, Richard Brown said:

More information is needed regarding this "past president" position on the board  The OP never says specifically that it is the "immediate past president", just "past president".  It may be that they elect a past president from among all the past presidents as a member of the board rather than having the immediate past president position filled automatically by the last person who was president.  There is alao the question of whether someone can actually resign from the position of immediate past president and if it is possible, how is his replacement chosen, if at all?  By definition, there is only one immediate past president, that being the person who was most recently president

Earlier we were told:

On 4/1/2024 at 1:19 PM, Princess_Mayhem said:

Past President doesn't have a defined position in the by-laws. 

So I fail to see how the Past President would be on the board at all.

On 4/1/2024 at 3:00 PM, Princess_Mayhem said:

No the bylaws do not state anything like that.

What do the bylaws say about the powers of the board?

On 4/1/2024 at 10:30 AM, Guest Jennifer Brassell said:

Yes, we have 2 members on the Board who are advisory positions (administrative vs clinical) but are not allowed to vote. 

That does not answer the question of whether they are members of the committee.

On 4/1/2024 at 2:20 PM, Drake Savory said:

Fighting ignorance of others' question.

I am Secretary for an organization and recently we had a section of the meeting under executive session.  At the end of the meeting I explained the procedure I would go through if minutes were requested in order to not break confidentiality and some members objected because "as we all know" 🙄 you don't take minutes during executive session because, you know, confidentiality.  I quoted the rules in RONR that imply minutes are still taken during executive session and how confidentiality remains intact (like minutes read and approved in executive session) but I don't think I convinced all of them because the idea of taking minutes in executive session runs counter to how they have seen it done incorrectly.  There is also at play that another organization we are a member of that has special rules about executive session so of course those are our rules right?  🤔 Of note that other organization gets a lot of rules wrong also.  The reason I bring all of this up and hope you are not too bored is life would be simpler for me if there were something explicit that the Secretary continues to take minutes in executive session in addition to all of the rules that imply this.  Is there such a rule in RONR that I'm missing or am I stuck hoping a couple of vocal members can take 1+1 and get 2?  Of note: asking them to find the rule that prohibits taking minutes during executive session will not work to convince them.  

 

The Chair agrees with me so the situation will take care of itself according to the rules thankfully.  My question is about education of the members to overcome wrong-think. 

Yes, you're quite correct. People who claim to know about RONR often come up with absurd "knowledge" from parts unknown.  Of course minutes must be taken in executive session.   

To quote Mark Twain: “It ain't what you don't know that gets you into trouble. It's what you know for sure that just ain't so.”

I'm sure you've already shown them, at RONR (12th ed.) 9:27;

Reading and approval of the minutes of an executive session must take place only in executive session, unless that which would be reported in the minutes is not secret. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting. (For additional rules regarding access to minutes and other records, including those kept by boards and committees, that are protected by the secrecy of an executive session, see 47:36 and 49:17–19.) 

I all else fails, bring a (preferably hard-bound) copy of RONR 12th ed, and smack them upside the head with it.  (I am not a lawyer, but be aware that this method, although proven effective, may violate the law in your jurisdiction.)  An Accounting professor of my acquaintance often says, "some people never get anything into their head except through a fracture."
 

With respect to the powers of the board, do the bylaws say something like "the board has full power and authority over the society’s affairs between meetings of the society’s assembly"?    

If so, the board has the power to appoint any eligible persons to fill those vacancies for the unexpired remainder of the original terms.  If not, then you will need to hold a special membership election  to fill them.

On 3/31/2024 at 8:00 AM, weatherdeck said:

The majority voted to bring the motion to an immediate vote.

It takes a two-thirds vote to bring a motion to an immediate vote.

On 3/31/2024 at 12:29 PM, Guest glfrdh said:

Hold tight, this may be long but I'd like to understand more.

I had a slight concern a recent Facebook post made by a school board member in the district I live in.  In it they made the following statement regarding a request that was known publicly prior to the Executive Session.

"Last night, in executive session, the entire board voted that I could review the unredacted bills."

I was under the impression that EVERYTHING in Executive session is totally, completely private.  I know someone who was a school board member in another district and I have heard them say over and over things in an Executive session stay in an Executive session.  I feel that is the way Robert's Rules reads. 

When I messaged my concern to the school board member, they stated

"It was not vote, rather a “poll”….. and that is not something that would be covered by executive session…. If that makes sense? It should have been done in open public. But thank you for clarifying! I need to change my wording on that."          ??????

Last night, I was able to read the Board Protocol packet which had a section titled 'Closed Session Meetings',

"We will, at all times, respect the confidentiality of privileged information and will not divulge conversations, discussions, or deliberations that take place during a closed session meeting.

We understand that to divulge closed session information damages the relationship of the team and has the potential for far reaching consequences which may impact future District operations.

2:80 Board Member Oath and Conduct"

I messaged the board member back for clarification and they stated,

"Only certain items are covered under executive session so if it’s not covered it should be out in public. The board president still doesn’t understand this. The whole “vote on legal bills” which she called a “survey” was to avoid having to have a vote in public so people could see what she was doing. I use the threshold I use as a lawyer for discovery materials… basically, if it can be produced in discovery/ FOIA, I’m sharing it."

Can anyone enlighten me on these certain items if that is the case?

Thank you for any clarification ☺️

If this school board is a public elected body, it will be subject to Sunshine Laws that limit the purposes and actions that are allowed in executive session and what facts must be publicly stated in the motion to go into executive session.  Those rules are considered quite serious by the agencies that administer them.

However, the secrecy of what happens in executive session is not absolute.  The body may vote to waive the confidentiality of all or part of what happens in its executive session.  In fact, some Sunshine Laws require that the minutes of executive sessions be made public if and when the need for secrecy no longer exists.  Check to see what yours say, or ask a lawyer familiar with school board law.

But straw polls, including those disguised as "surveys" are not in order.  [See RONR (12th ed.) 45:72]