Gary Novosielski

On 3/18/2024 at 3:28 PM, Guest Valerie said:

When voting on By-laws changes at a General Meeting, are questions, comments, and discussion permitted?

Absolutely.  As are debate and amendment of the proposed changes before final adoption, as long as these amendments remain within the scope of the previous notice of what was to be changed.

For example, if one of the proposed changes for which previous notice was given, was to raise the dues by thirty dollars a year, it would be in order to move to strike thirty and insert twenty, because that's within the scope of the notice.  It would not be in order to change it to fifty, because that would be outside the scope of the notice. 

If you can give us some information about the proposed change, and what amendments you might like to see to it, we can comment further.

I'll put in my two cents on the subject.

Since you're probably talking about a full revision of the bylaws, you'll need to appoint a committee to work up a draft proposal.  RONR has a whole chapter (Ch. XVIII) devoted to bylaws which you should study.  Pay closest attention to §56, Content and Composition of Bylaws. It contains advice on forming the committee and a detailed breakdown of the various articles, their purpose, and what they should contain, which would be good advice for any organization.

There is a full sample set of bylaws included there.  I would advise comparing that sample with your existing bylaws side-by-side, noting where your bylaws vary from the standard.  Then evaluate whether that difference has been beneficial or problematic, given the experience you've gained over the time you've operated under the current bylaws. With the possible exception of different standing committees, there are surprisingly few truly necessary differences between the needs of a wide variety of organizations. 

In general, less is more.  Where rules already exist in RONR, repeating them in the bylaws is often counterproductive, especially if the repeat is actually an inexact paraphrase.  In a case where a committee member has an exciting new variation on the time-honored rules in RONR, my advice would be to have that member lie down quietly until the feeling goes away.  🙂

Your bylaws should contain (usually in an article near the end) rules for their own amendment, and these rules must be followed for any changes, even so much as a single punctuation mark.   They will probably require at least previous notice of the proposed change, and a two-thirds vote of approval at a general membership meeting.  [See RONR (12th ed.) 56:50]

On 3/18/2024 at 12:04 PM, Guest Nicole said:

Where can I find anything in the Robert's Rules in Brief book about where public comment can or should fall within an agenda for a school board meeting?

You won't find any rules there, but such public comment periods are often mandated by state regulations.  Some states only mandate permission of the public to attend and observe (excepting executive session), while others require that the public be heard from as well. Does your state have a school boards association? If so they can probably provide guidance.  Or contact some other school boards to see what has worked for them.

I'm familiar with New Jersey school boards, where hearing from the public is required, but the details are left to individual districts.  My district settled on a set of rules that provided for, among other things, public comments limited to three minutes each, during two segments of up to 30 minutes each, one early in the meeting at which any topic on the agenda could be commented upon, and another prior to adjournment, with no restriction on the topic (within the bounds of germaneness to education, of course).  

These worked fine in an atmosphere where the public was generally supportive of the school system, often with one particular pet peeve.  Things may have changed nowadays.  I understand it's not a fair sample, but school board meetings that make the news nowadays seem dominated by rabid book-burners and Covid-deniers, so a different set of rules might be necessary.

On 3/17/2024 at 1:16 PM, Josh Martin said:

"In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly. Such permission can be given by unanimous consent (4:58–63), or by means of a motion to Extend Limits of Debate (15), which requires a two-thirds vote without debate." RONR (12th ed.) 43:8

My understanding of the additional language at the start of this sentence was to provide latitude for subordinate boards to adopt a special rule of order limiting debate. Such a rule does not conflict with RONR, because the rule itself provides for the adoption of a rule of order superseding it.

Although the rule does say that it only applies to bodies with no special rule, the remainder of the sentence does not hint that the body  may then adopt a special rule.  It merely says that Extend Limits of Debate is available, presumably on a meeting-by-meeting basis. 

Furthermore, this rule only refers to speaking longer than ten minutes, whereas the situation described by the OP involves limiting it to five.

On 3/17/2024 at 12:35 PM, Josh Martin said:

I guess I'm not sure why it wouldn't go forward, but perhaps we have different understandings of what the purpose of the motion was.

Well, if the meeting was not convened as previously agreed, I presume the absence of the attorneys would have been obvious. I would expect that someone might have commented on this situation before the meeting went forward.  I guess it depends how important their absence was to whatever the purpose of the meeting was.

On 3/16/2024 at 2:08 AM, Guest Deb Smith said:

We have an industrial solar factory (some call it a solar farm) that is seeking approval in our area. We met with the fiscal court and concerns were expressed, their lawyer spoke, questions were asked and a TV news reporter was there.  Yet no mention of the concern of the citizens, which were expressed, was mentioned in the meeting minutes.

Then at another time we met with the same group, a statement was made, their attorney stated a law that would open the fiscal court up to a lawsuit, yet once again nothing was stated in the minutes of that meeting. 
 

Should discussion that affects the citizens of a county be in the minutes of the meeting, even though a motion was not made?

No, discussion in general does not belong in the minutes.  The purpose of minutes is to serve as a permanent record what decisions were made, not to serve as a public information newsletter.

On 3/16/2024 at 6:21 PM, Guest Eddie Coolidge said:

In my area in the recent past, an issue was concluded with a motion passing the City Council requiring the city attorney as well as the county attorney to be present at the upcoming special meeting. When the special meeting occurred, neither the city attorney nor the county attorney were present, going against the spirit of the motion. The meeting went forward, and decisons were made. Is there a procedural remedy to this? Or is this a matter for the state/ ethics violation. I don't understand how there can be motions that count, and others that do not. Thank you for reading

Why did the meeting go forward?  If nobody objected at the time, it seems too late to do so now.  It's hard to see how a continuing breach would be created, although I supposed it might depend on what decisions  were made.

On 3/17/2024 at 11:33 AM, Wright Stuff said:

So, is it correct that the objective of the chair can be accomplished if an appropriate motion is passed at the beginning of each session?

Yes.

On 3/15/2024 at 8:00 PM, Guest @Josh said:

Some members do not want the election to take place so this is why they do not want a quorum to occur. They think if no election is held the current Board will remain in office until an election can be held which may not be until the next annual meeting when the directors they do not like will be up for re-election. 

What do your bylaws say, precisely, about the terms of board members?  Specifically do they contain a phrase such as "and until their successors are elected," or perhaps "or until...?"   Or do they just say "for n years" period?

On 3/15/2024 at 8:06 PM, Guest @Josh said:

The Bylaws allow for proxies and they are valid for 11 months unless revoked. The proxies are not the issue. They believe some members will not attend the meeting in person in order to prevent the quorum. They are thinking the prior meeting was recessed. There was no  motion to adjourn the meeting, the President announced there was no quorum so we will reconvene at a date within 5 to 30 days (this is time line in Bylaws) once the Board secures a location. 

Does your quorum depend strictly upon how many people attend, or does the rule in your bylaws say "in person or by proxy" perhaps?

Regardless of whether there was a formal adjournment, the meeting was in fact adjourned, unless the members are still there.  Since the chair announced that the assembly would reconvene at a future date, that will be an adjourned meeting.  It counts as part of the same session, but is a separate meeting, so the quorum requirement must be met as for any new meeting.

On 3/15/2024 at 5:29 PM, Richard Brown said:

This is ultimately a question of bylaws interpretation, something only the members of this organization can do.  However, I agree with @Atul Kapur that the bylaws can be construed as interpreting the articles to the effect that the term limit provision in the articles of incorporation applies only to election to the board by the membership, and not to appointments by the board to fill vacancies.  Such an interpretation does permit effect to be given to both provisions.

I would agree if the distinction between election by the members and election by the board were made in the Articles of Incorporation, but I don't think that can be backfilled by a provision in the bylaws.

On 3/15/2024 at 12:35 PM, Dan Honemann said:

Why not the CD ROM referred to above?

One reason might be the price.

On 3/14/2024 at 8:54 PM, Tomm said:

Hmmm? The posted Article above was from the Articles of Incorporation. Further research into the bylaws I found this:

E. Vacancies occurring on the Board during the year (January 1 through December 31) may be filled by appointment by the Board. A majority vote of the Board (5) is required for said appointment. An appointment ends on December 31 of the year appointed. An appointed term does not enter in the six (6) year limit set forth in the Articles.

So now I'm wondering if the 6 year limit stated in the Articles of Incorporation takes precedence or does the Bylaw simply expand on the original rule stated in the Articles? 

Is the Bylaw in conflict with the Articles of Incorporation or simply a fine tuning?

This Bylaw is in conflict with the Articles.  A provision in the bylaws cannot deactivate, suspend, or relax a provision in the Articles of Incorporation.  I do not agree that there is a way to read them as non-conflicting, without qualifying the term limits in a way that the original language does not allow for.

On 3/12/2024 at 5:13 PM, laser158689 said:

Is RONR available in a plain text format or other common electronic format for research purposes?

This is intended for the authors.  Happy to discuss my semi-baked idea privately.

It is also available in Kindle format from Amazon.

On 3/14/2024 at 5:03 PM, Guest Beth Fisher said:

Since a bylaw governing this has been sent to committee, is the Board allowed to call for an assessment before the matter of a cap is settled?

Sure.  The "matter of a cap" is not in effect unless and until the bylaws amendment is adopted.  Until then, the current bylaws continue to apply until amended.

On 3/14/2024 at 5:16 PM, Guest T. Mitchell said:

I know to say that. The concern I have is I'm being directed to say" On behalf of the Executive Committee"; not from the committee I chair which is actually bringing the action before the membership. So, which is correct? Thanks

RONR is correct, and whoever is directing you otherwise is not.  You are moving the recommenced motions on behalf of the committee which you chair.

On 3/14/2024 at 6:29 PM, Baofeng Ma said:

"In certain tax-exempt organizations of a charitable or educational character, federal and state tax laws must be adhered to in the disposal of the organization's assets. Often such assets are distributed to societies with similar objectives, or to a superior body." RONR (12th ed.) 55:6-7

From above, I understand that the assets should belong to the public once an organization of an educational character (non profit and unincorporated) is dissolved, it is not acceptable to distribute cash in the society's account to its members, am I right? 

 

That's a question of IRS regulations, and should be addressed to a tax lawyer.

On 3/14/2024 at 6:48 PM, Tomm said:

The Article of Incorporation state:

"Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors."

Just wondering what effect this has on appointments to fill vacancies? 

Directors are elected by the General Membership but appointees are selected only by the Board in executive session.

It is typical that if a Director resigns before his/her term has been completed, the board would appoint a Director, who has previously served, to serve out that term. 

Question: If a Director has already served his/her total 6 years, should they be eligible to fill an appointment? 

Apparently not.  You appear to be relying on a distinction between election and appointment, when in fact there is no practical difference.  When the board appoints a person to fill a vacancy, how do they decide whom to appoint?  By election.

And your bylaws seem to say say that once having served two terms, the impediment to serving on the board is permanent.  Most bylaws specify that after an appropriate interval a previously termed-out person may again be eligible for election to the board.  Yours do not.  There are one (1) or two (2) other clues that they might benefit from a review.

So after a certain number of years, unless your group continues to grow (or at least experiences significant turnover) you may be faced with a situation that no qualified candidates are eligible to serve on the board.

On 3/14/2024 at 3:47 PM, Tina R said:

. . it states, "special meeting OR when other (ie meeting) required by . . ."  The Annual Meeting is required by the statute and Bylaws.  It states "OR" other required . . . hence, required meeting by statute or Bylaws requires the notice to state the purpose(s) just like a "special meeting."

That's an interpretation not supported by standard English grammar, nor by any analogous rationale in RONR.  The word required does not apply to required meetings, but meetings which require notice because of a regulation. 

Your interpretation is very apparently motivated by your desire for a particular outcome.  I wash my hands of this thread.

No, you're not properly quoting the requirement.

The first sentence applies to all meetings, (including required ones) and says that the time, place, etc, must be in the notice.  That's fairly obvious

The second sentence applies to the case of special meetings.  All special meetings require notice of their purpose, as do any other meetings where a rule requires that they do.  

This does not say that any required meetings need a notice of their purpose.  A meeting which is not special and has no special notice requirement needs no prior notice of its purpose, i.e., presumably, it's "actionable items".

On 3/13/2024 at 6:57 PM, pwilson said:

Both replies are very helpful. Thanks!

What would be wrong with moving to suspend the rules and end debate and amendment on a particular paragraph being considered? Although SDC 2 of Previous Question requires that Previous Question be applied to a motion or series of motions, rather than to an individual paragraph within a motion, that sort of rule/requirement is not among those that cannot be suspended (25:7–13).

Because adopting the Previous Question ends all debate on the pending question and proceeds to an immediate vote.  

If a paragraph is being considered seriatim and an amendment to that paragraph is under debate, then the pending question is on the amendment.  Moving the Previous Question on only that amendment would cause a vote on the amendment, and proceed to further debate on the document as amended.  But moving the Previous Question unqualified, would proceed to a final vote on approval, which is probably not what is desired, at least not yet.

There is no vote to approve individual paragraphs.  Only if amendments are offered is there anything to vote on.  And if no amendments are offered, I'm not clear what is being debated at that point.  Those who want to amend it will move to do so, and that would be debatable, and end with a vote.  Those who oppose it completely would move to strike it completely, and that would be an amendment and open to debate and vote.

But those who favor the current wording as is, or as already amended, will remain silent, and so any occasion for debate would seem to be naturally limited.  Under what situation would a paragraph being considered, with no amendment pending, be debated at all—or at least to the point where a motion to limit it was required?

(I think all it would take is a reminder from the chair such as "Okay, if there are no amendments to this paragraph, let's move on.")

On 3/14/2024 at 8:42 AM, Josh Martin said:

Yes, and it is correct that no one may make allusion in the assembly to what has occurred during the deliberations of the committee, unless it is by report of the committee or by unanimous consent. I don't think this is so much of a "confidentiality" issue. Rather, I believe it is more akin to the rule that debate is supposed to focus on the pending question. The matter before the assembly for consideration is the recommendations within the committee's report, not what happened during the committee meeting.

But the rule does not say that no one can make allusion at any time to what has occurred during the deliberations of the committee. As such, it seems to me that, outside of a meeting of the assembly, members are not restricted from discussing what occurred during the deliberations of the committee, unless the organization's rules so provide, or the committee meeting in question was held in executive session.

To the extent that the committee meeting was held in executive session, then the controlling rules are found in RONR (12th ed.) 9:26.

Yes, I agree fully.  The requirement applies during debate on that report while it is pending in the assembly.  So I agree that saying that all committee deliberations are confidential would be overreach.  My point was that saying that non-exec. deliberations are never confidential in any way is also overreach.

On 3/14/2024 at 12:00 AM, Guest Annual Budget motions LOST said:

Are there any rules under Robert's that if a budget is not adopted, the prior year's budget remains in place until a new budget is adopted?  Are there any requirements for the organization's leader to vote on regarding a budget if required in the bylaws?  What if the leader fails on duty?  Is there an assumed motion that if the membership does not bring up the budget, the membership desires to leave the budget alone?

RONR does not contain any budget rules at all, much less a rule like that.  but your assumption does not, in my view, meet the requirement to interpret the language in its ordinary meaning.

• Even if the prior year's budget remained "in place," it would authorize no expenditures in this year.  None of the months of Fiscal Year 2023 have any budgetary amounts allocated past last year's end.  You cannot, for example, discharge your tax obligations for this year by saying that you paid your taxes last year.
• There are no requirements for leaders to vote on things.  It might someone's responsibility to develop a budget for this year, and they should be prevailed upon to fulfill that responsibility.  The leaders may have the duty to call meetings, but your bylaws might also specify that an Annual General Meeting is required where things like budgets and elections are commonly voted on.  The leaders might have to schedule this meeting, or the dates might be specified directly in the bylaws.
• I don't think it can be reasonably assumed that those who approved last year's budget intended for it to extend beyond its end date, even if the present membership wishes that it could.

On 3/14/2024 at 11:25 AM, Tina R said:

In the case of a special meeting or when other required by statute or these Bylaws [SIDE NOTE: Bylaws & state statute require at least 1 annual meeting/year.], the purpose or purposes for which the meeting is called shall be stated in the notice.  No business shall be transacted at the special meeting except as stated in the notice."

I think this may be the culprit.

As I read this, It says that special meetings require the purpose to be disclosed, and meetings that are by statute required to disclose the purpose must also do so.

It does not say that all meetings required to be held must disclose the purpose in the notice.  The "required" refers to a required notice, not to a required meeting.  Your "side note" appears to misinterpret this language, which is admittedly less than perfectly clear.  In fact it's superfluous, since there is no reason for the bylaws to contain language saying that they comply with applicable procedural regulations.  That is a given.

TL;DR:  In my opinion, the annual meeting therefore does not require its purpose(s) to be listed in the notice.  Its purpose is to satisfy the bylaws requirement, which already specifies at least some of the business that must be conducted, and does not rule out any other new business.

On 3/12/2024 at 10:50 PM, Guest Dr. Elaine C Grose said:

Can a residential community eliminate an office from the their organization?

Yes, if this is an office listed in the bylaws then a bylaws amendment would be required to eliminate it.

And depending on the type of organization, there may be legal regulations that apply.  Can you supply more details?