Gary Novosielski

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

Oooooh, critical point there. ANNUAL meeting? No. Things carry over as long as the next meeting date does not exceed a quarterly interval which, by somewhat less-than-obvious definition can sometimes be nearly four months long, but that's it. If, for some reason, you want some question brought up at the next annual meeting you could refer it to a committee with instructions to report then.