Gary Novosielski

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]

On 3/30/2024 at 5:24 PM, Richard Brown said:

Agreeing with Mr. Novosielski, the motion to amend or rescind something previously adopted requires previous notice of the intent to make the motion and a 2/3 vote, or, in the alternative, without previous notice it can be done by the vote of a majority of the entire membership.  

Not exactly.

Thank you Mr. Bworn.

On 3/30/2024 at 1:20 PM, Josh Martin said:

In this event, I am inclined to think the committee has the authority to remove this person from the chair, however, only the parent body may remove this person from the committee.

And I agree.

On 3/30/2024 at 3:53 PM, Guest Dave G said:

Our Not For Profit corporation operating a homeowners park in Florida recently voted down our budget starting the fiscal year April 1,2024. What budget are we operating under as of that day?

You don't have one then.  Your old budget ended on March 31.

On 3/30/2024 at 10:55 AM, Weldon Merritt said:

Yes, of course. Sometimes we overlook the simplest answer. But technically, isn't that still adoption, by unanimous consent, of the motion to Amend Something Previously Adopted?

It is, except that no math is involved. 🙂

No.  That can only be done by the appointing authority, i.e., the parent body.  The committee, by majority vote can request that the parent body replace the chair, but can't do so on its own initiative.

It occurs to me that an entire sentence or sentences might have been deleted by accident while editing the document.  Are there copies of earlier versions available?  

On 3/29/2024 at 8:55 PM, Joshua Katz said:

Right, but it says to conduct a voice vote, then you turn to RONR to see how to conduct a voice vote. And RONR says that, in this instance, a voice vote is conducted by declaring the candidate elected.

Just to add a citation: [RONR (12th ed.) 46:40].

And, in fact, as we are told in RONR's Introduction, as recently as c. 400 B.C.E., the terms "voice vote" and "acclamation" were synonymous.  

On 3/29/2024 at 12:59 PM, J. J. said:

This is not a question of merely the publication of the minutes, but the ordering of secretary to do something not required by rule or bylaw and something that is to be done outside of the meeting. 

You must be presuming that the stated duties of the Secretary do not include a phrase such as: "...and such other related tasks as the assembly may assign," which is often a part of job descriptions (especially those I have had a hand in drafting). 

Besides, since the primary job of the Secretary is the drafting of minutes, it's hard to view this as a significant departure from the normal duties of the office.  It's not as though the assembly ordered the Secretary to paint the clubhouse.

The only explanation is that nobody bothered to do anything about it.  You are correct that it makes no sense.

Much depends on the details.

Later in the same meeting, a motion to Reconsider the vote can often be made, but only by someone who voted on the prevailing side the first time.  Certain motions can't be reconsidered, so I can't guess if this is true in your case.  See RONR 12th ed. §37.

After that, at a future meeting, a motion to Rescind can be made, as long as the adopted motion hasn't already been carried out.  See RONR 12th ed. §35.

Sew wood eye.

One of my former places of employment had an informal rule on the subject.  If an employee did absolutely nothing for an extended period of time, merely checking for no pulse was not sufficient evidence to have them declared dead.  It required holding a mirror under their nose while waving a paycheck in front of their face.

On 3/28/2024 at 3:51 PM, Guest Cee said:

In several NAP training meetings I've learned that officials who have been elected to represent the will of constituents cannot abstain from voting. Where can I find this rule in RONR (12th ed.) or under what authority is this a rule?

Your search in RONR will end in despair, for it is not a rule at all.

That sounds like a self-serving bylaws provision, designed by board members for board members, and I'd certainly vote against it.

The nomination process is actually simpler than most people think:  If a member nominates an eligible person, then that person is nominated.  It doesn't matter if that person is present, or wants to be nominated, or even is a member.  As long as the eligibility requirements in the bylaws are met, the nomination is valid.  It doesn't even require a second.

As a practical matter, it's best to nominate people who, if elected, would agree to serve, so when nominating someone who will not be present, it is a good idea to be able to state that you have been assured (perhaps in writing) by the nominee that, if elected, they would serve.  It doesn't affect the nomination process per se, but it might reassure people who would otherwise be hesitant give their vote to that nominee.

But if you want to, you can nominate someone who does not want to be nominated, and in the extreme, even someone who explicitly says "I decline the nomination" cannot force you to withdraw it.  As you have seen, the only time declining becomes a thing it is if someone has been elected.  So it is possible for someone to be nominated and elected completely without their knowledge, and it's all valid, as long as they don't decline when informed of their "victory".

On 3/29/2024 at 12:16 PM, Guest gigi said:

The question is as an Auxiliary we voted on a motion that has been passed by the membership. The President now has ordered me to table the motion until the next meeting saying the officers want to now ask more questions and make changes. Do these officers have the right to do this?

No, the president has no such power unless your bylaws are highly unusual. If the motion was properly made and voted on at a proper meeting, then it is in effect. 

President's can't generally order people to do things.  The membership, by voting, can.  Since the membership has decided to do something, it is the President who must obey the instruction.  The Membership is the superior body, and the elected officers are subordinate to it.  Also, "tabling" a motion is something that can only be done at a meeting and it can't specify an "until" time. 

The officers have no speicial right to make changes, except by making motions at a membership meeting, if they are general members.  But since this question has already been decided, a member (whether an officer or not) who wishes to make changes would need to use the motion to Amend Something Previously Adopted at the next meeting.  This motion requires a higher voting threshold since it changes a previous decision. 

Full details on the motion to Amend Something Previously Adopted are found in RONR (12th ed.) §35.  But it is important to note that unless and until such a motion is duly adopted at a membership meeting, the original motion remains in effect.

On 3/27/2024 at 10:25 PM, Casey239 said:

As I've been studying RONR and RONR In Brief -- and have come upon a situation with my CCW Group.  I am not yet the Parliamentarian of this group, but I've been paying attention to the proceedings in meetings.   Two items specifically:

1.  In our last general meeting, we had a debate on whether to place an ad in a local Diocese paper.   The membership voted no.   That was accepted. Yesterday, in our Board meeting, it was decided to go ahead anyway and place an ad.  The president was feeling much pressure to do so by the leaders of the Diocese.  My feeling is we need to bring this back to the membership at our next meeting, which is next week. 

2.  Also our elections are coming up.   Our Bylaws state that we announce nominations in March and elect at the next meeting in April.  The president, who leads the meeting, was not advised to ask for nominations from the floor in March. We missed the boat on this point.  We ask the membership to vote next week at our April meeting. Our Nominations committee has a full slate of officers, one per office.  The president wanted to do it by acclamation, but our Bylaws state that we must use a voice vote.

So, please help me understand if I'm on the right path.  My take is to:

1.  Use the Reconsider motion to reconsider the vote to not place the ad. I was in favor of not placing the ad, so I think I can do this.  [RONR 12th Ed. 37]

2.   Since our Bylaws supersede RONR, we cannot use Acclamation in the election of officers. The nominees were presented this month, and they will again be listed for membership in our April meeting, then they will vote on them. It will need to be a voice vote per the Bylaws.  I don't see a way to get nominations from the floor a this point.

I joined NAP and downloaded the Membership Study Guide. I've been doing a chapter a day; my exam is next month.  Thank you for reading through this and helping me understand the complexities of RONR more clearly!

1.  No, the time window for using Reconsider is long closed.  The board erred in placing the ad.  A board is subordinate to the membership, and may not take any action which conflicts with a decision of the membership, which was not to place the ad.  The membership may Ratify the action of the board members if it wishes, but they are under no obligation to do so.  They may also adopt a motion of Censure to express their displeasure to the officers.

2. The report of the Nominating Committee is not the final event of the nominating process.  The way you get nominations from the floor at the April meeting is simple: reopen nominations at the April meeting.  If anyone objects, assume the motion to Reopen and take a vote—majority required.