Kim Goldsworthy

Your question is one which cannot be answered by citing a page from Robert's Rules of Order Newly Revised [11th ed. 2011]. You need a customized solution. You need someone who will read your bylaws in toto, and craft a suitable resolution, inserting the necessary provisos, to account for the sensitive timing of your dissolution. See "proviso" in Robert's Rules of Order. A proviso is a trigger which is dependent on another fact, another date, another action, or another trigger.

Based on your statements S0 and S1, it appears that the best starting point is found in statements S2 and S3. • In a meeting of the general membership, submit in writing your proposed amendment. • After it is seconded, two things ought to happen automatically: (a.) your proposal will be forwarded to your board, for the sake of fulfilling S6. (b.) your proposal will be put on the agenda, three times, for the sake of fulfilling S7. *** I am assuming that your board doesn't screw up (by forgetting to do S6). I am assuming your chair and/or secretary doesn't mess up (by forgetting to do S7). Just because you started your part correctly, that does not imply the the bodies and people impinging on your method of amendment process won't fail on their own tasks and duties. -- Deliberately, or accidentally. -- Keep on them. Keep your buddies on them. Beware of the Lazy Officer (who puts no effort into his job.) *** That is one way of getting started. You could theoretically flip a few steps, and still be in compliance with your highly-customized method of amendment. -- But let's keep it simple.

A1.) Alas, there is a recommendation in The Book that the minutes of an Annual General Meeting *not* be set aside for a full year, but rather, to have a Minutes Approval Committee be formed, for the purpose of approving the minute in days or weeks, instead of 12 months, while members' collective memories are still fresh. But few organizations take advantage of this recommendation. -- Most organizations wait the full year. Too bad. Que sera sera. A2.) No. General members do *not* get to see the minutes of the board, under the default rules of Robert's Rules of Order. There are ways to see board minutes. But not "by right". A3.) No. Individual general members cannot view board minutes, under the default rules of Robert's Rules of Order. There are ways to see board minutes. But not "upon demand by a single general member."

The chair should not allow attacks to a person, but only allow attacks on the idea, or the proposal. "Ad hominem" attacks are not allowed under Robert's Rules. If the chair is slow to pick up on such an attack, any member can raise a valid Point of Order, calling attention to the language, or to the attitude. *** If what you have is unruly, then it appears that you have 5-15 people who are sitting on their hands, when they should be on their feet, shouting, "Point of Order!"

I think page 91 (regular meetings) and page 91 (special meetings) makes clear that only regular meetings allow for transaction of business for the organization regarding notices. Page 91 continues with special meetings. Since the act of giving notice is indeed "business to be transacted" with a quorum present, then a special meeting cannot entertain items not in the official call-to-meeting. Things like "the chair announcing his appointments to committee C", or "a member (and seconder) moving to Reconsider and Enter on the Minutes", nonetheless, is true business of the organization, and is transacted by (a.) being orally announced, and (b.) acted on with a quorum present. It is business. It needs a quorum. It goes in the minutes. It is official. It is a transaction. *** If the mailed call-to-meeting for the special meeting includes such an item (e.g., "That notice is to be given regarding X"), then notice can be given in the special meeting. The member at home who chooses to forego the special meeting regarding subject X, will be suitably informed that the next regular meeting will see a motion introducing subject Z, and the motion of Z can be adopted by majority vote, accordingly. Page 91 limits business very strictly for special meetings. -- If no mailed notice exists on subject Z, then you cannot give notice on surprise unanticipated subject Z, in that special meeting.

That is an outrage. There is no parliamentary solution to: (a.) unethical board members. (b.) board members who edit incoming letters meant for the board, or for the general membership. You can only punish them, after the fact. You cannot stop their dishonesty, or prevent their crimes. *** Yes, you may adopt rules. -- But if your board members are already censoring incoming letters, anyone with that kind of mindset won't respect such a rule. They are already corrupt. They do not respect their fellow board members. So they won't respect a rule adopted by the board.

A. No. Do not confuse the two things: (a.) an officer position, which is elected. (b.) a volunteer, pinch-hitter, who is not an officer. *** If an organization were to lose their treasurer due to sudden death, the organization does not lose the ability to pay its vendors. The organization would authorize a non-officer (or a sitting officer) to pay the bills of the organization, while the organization begins the by-election process of filling a vacancy in an officer position, here, the treasurer. So, while the notices are being mailed, and while everybody waits for next month's meeting, that does not necessarily imply that the checkbook is frozen, and the organization is without access to its checking account. Be aware: The party who holds the checkbook is not an officer. He is just a Good Samaritan, filling in during a crisis. He carries no perqs of office, and does not vote where the normal treasurer would have voted. (If you have chosen a sitting officer, like your president or vice-president, to be your temporary treasurer, then the P or VP does not lose the rank and privilege of his office, of course, just because he wears a second "hat".)

In general, yes. Whatever body adopted Document D, any change to Document D must be done via the party who did the original approving. And the mode of doing so is, indeed, to amend. *** I have no idea what a "side letter" is. The term does not appear within the current edition of Robert's Rules of Order.

The purpose of a special meeting is to allow the member-at-home to make a decision: "Based on the mailed notice I got, shall I choose to attend the special meeting which is handling Subject X?" The notice, if done correctly, will likely motivate members to miss the special meeting, if they have no interest in the Subject X. Since that may be true for an unpredictable number of members, I don't see how another member can properly give notice on a wholly-unrelated topic (non-X), inside a special meeting, which was called for X alone. So, I am of the opinion: "No, you cannot give notice in a special meeting, except where the notice is directly related to the notice given for the special meeting." *** Consider the scenario: Come the next regular meeting, the members who brushed-off the special meeting would be duly surprised to be told that notice for Subject Y had been given, even though 0% of the membership got anything in the mail regarding Subject Y. If the notice did not come orally in the prior regular meeting, and if the notice did not come in the call-to-meeting mailed to all members, then how could the average rank-and-file member possibly learn of this notice, prior to the meeting hour? It wouldn't be fair.

I don't know exactly what is being delegated. But -- what if the bylaws used a different officer and a different duty? To wit: My parallel question to you is: Q. If the secretary were to order another party do the transcription from recording to hand-written minutes, and to order yet another party do the typing of the hand-written minutes, would you make the same argument -- "that the secretary cannot delegate (a.) the act of transcription; (b.) the act of typing?" I don't think you would. There is a difference between (a.) being "responsible" for X, vs. (b.) having a staff help fulfill X. *** The U.S. President is "responsible" for a number of things. But how much hands-on labor do you think the U.S. President does, regarding "responsibilities" like (a.) creating a budget; (b.) hiring 3,000 appointable positions? I think the U.S. President is dependent on countless staff to set up execution of #a and #b above. In such a case: Q. Is the President in violation of a similar rule, which says that the President is responsible for X?

Undefined. In the current edition of Robert's Rules of Order Newly Revised, the term "advisor" is used exactly once, in relation to the parliamentarian. Q. What is "an advisor to the board"? -- Is this an elected position? An appointed position? An officer position? A committee of one? Q. Is the position defined in your bylaws? -- Do you have "an advisor to the general membership"? *** If the position is undefined in your bylaws, then I would think you are free to elect/appoint anyone to any undefined position. "Grand Poo-Bah" comes to mind, if you are a fan of Gilbert & Sullivan, or The Flintstones. -- "Grand Nagus", if you are a Star Trek fan. No parliamentary rule in Robert's Rules will stop you from electing a Grand Nagus to advise the board. Or, to advise anybody.

"Initial"? What kind of motion is this "initial motion"? Like, "To approve the minutes"? *** Q. Have you read the Frequently Asked Questions section of this web site?

Q. What is the bylaws' METHOD OF AMENDMENT? Q. What is stopping you from invoking the amendment process, today?

re S2: Look at it this way: The president has scheduled no meetings. The allowance of "meeting space" and "free meeting rooms" is not the same thing as "To call a meeting of a committee". Your president can make assets available. -- e.g., free meeting space. But your president cannot call meetings of committees. Now that you (all) know that meeting space is available, your committees may take advantage of this, and call a proper meeting. *** re S3: Nothing in Robert's Rules of Order empowers a president to invite non-committee members to attend a committee meeting. *** re Q2: Without a quorum, and without a properly called meeting, you cannot even decide what to do with a committee report, never mind put new text into the report. You need a QUORUM for any editing purpose.

The body which is meeting has the final word on any non-members being tolerated inside the meeting room, such as a parliamentarian. Meetings are members-only. The president cannot impose his chosen parliamentarian on the board (or general membership), unilaterally. *** However, if the party chosen is already a member of the body which is meeting, then, of course, my above caution won't apply. -- You cannot kick out a true member, just because that member is (also) serving as the parliamentarian. *** As to payment, consider this: The president is free to pay, out of his own pocket, the fee of the parliamentarian, if the president thinks that money will be a sticking point. The organization need not know that private funds are being used. -- Or, the organization might be pleased to know that organizational funds are not being spent.

Unclear how deep a question you are asking. Q. Are you referring to: (a.) one's "constitution & bylaws" of an average nonprofit organization? (b.) the U.S. Constitution? (I have an interesting answer to #b.)

I would recommend that you read up on the topic "NEW BUSINESS" in Robert's Rules of Order. When the time is right, "Yes," any topic may be brought up. When the timing is off, "No," not any old topic is in-order, when the class of business you are in is not "new business". E.g., if you are doing "reports", or handling postponed items, then the timing is off, and new topics must wait. -- Only relevant "new topics", relating to the given report, or given pending business, is in-order.

A1.) The answer is #b. -- Minutes are for the eyes of the body who created those minutes. Nonmembers of an Executive Committee, like any general member, have no right to minutes of a body to which that member does not belong. *** A2.) Wait a minute. Communications outside of a properly called meeting are not controlled by Robert's Rules of Order. Robert's Rules of Order does say that deliberations and actions inside a properly-called executive session (a.k.a. "secret session" or "closed session") are to be treated as secret, and with a penalty to those who expose such data outside that body. But Robert's Rules does not control secrecy, otherwise, outside of a meeting. To control phone calls, letters, emails, carrier pigeons smoke signals, etc., which occur outside of a meeting, you must have already adopted a customized rule saying so. Like, "Resolved, That Executive Committee letters and emails are not to be distributed outside of the Executive Committee" [or ". . . not to be exposed" or "... not to be compromised", whatever limit you wish imposed]. Just writing the phrase "confidential" in the footer of one's own draft of an email or letter, does not make it binding on another party (namely, the recipient), automatically.

You can make a motion to that end. It is a request. The request may be granted, or may be denied. e.g. "I move that the minutes include that my vote on this issue was negative." e.g., "I move that the minutes reflect that Kim Goldsworthy voted 'no'."

See page 121 and following.

No. You cannot elect a committee to a single office or single position. You can have rotating chairmenships. You can have a chair and vice-chair. You can have deputy chairs. But you cannot have two or three or four co-equal people for a single position. If you were to do such a thing, it is undefined as far as Robert's Rules goes. No one will know who has the authority to (a.) call meetings: (b.) run the meeting; (c.) present the committee report; etc.

Answer: Zero wait time. As soon as someone is a member, that someone can vote. *** Your rules should define when a prospect becomes a real. honest-to-goodness member of the organization. If your rules fail to mention any lag time, then there isn't any lag time.

Q. You have three bodies involved in the process? Because of this complexity, no answer is possible from Robert's Rules of Order, since your method of amendment is so unusual, so unique. Someone will have to read your bylaws and interpret the text.

Yes. Robert's Rules is clear. -- Once the taking of a vote has begun, any motion not directly related to the vote is out of order. *** I have heard countless times, a chair is about to conduct a vote, and member calls out, "What are we voting on?" -- The chair failed to clarify the wording of the immediately pending question. That kind of interruption is a necessary interruption. You can't vote on something no one knows is pending.

A1.) Why would you duplicate what is already clearly written in the parliamentary authority? For what purpose would be the redundancy? A2.) Your proposal turns the single-action of Robert's Rules of Order, into a triple-action series of steps. -- Why the extra steps? Why the extra paper? Why the extra parties involved? To what end is the stretching-out of the process?