Greg Goodwiller, PRP

Unless your bylaws state otherwise, a vice president is an officer elected by the assembly. There also is not a vice president unless that office is defined in your bylaws. So you really need to read your bylaws to answer your question.

I think we need to see your article on members of the corporation in order to address your questions.

Let's try again:

http://nap.adobeconnect.com/alpha-unit

First of all, it isn't a matter of "revising" Robert's Rules of Order. Robert's Rules makes provision for organizations to adopt whatever "special rules of order" they need. Those special rules supersede their adopted parliamentary authority.

As noted above, the National Association of Parliamentarians currently uses Adobe Connect for its board meetings. Here is a link to their special rules of order that are tailored to that technology: https://sites.google.com/site/enapunit/nap-special-rules-for-electronic-meetings.

Additionally, there are currently local NAP "units" (clubs) that utilize both chat room technology and Adobe Connect. The former is called "eNAP," and here is a link to that unit's special rules: https://sites.google.com/site/enapunit/enap-special-rules-of-order.

I am the current president of the NAP unit that uses Adobe Connect. Here is a link to our meeting room, on which you can download our special rules, which are based on NAP's rules: http://nap.adobeconnect.com/alpha-unit

My email address is also listed in the room. Feel free to contact me if you further questions.

boards can always give new instructions to committees - so you could send the committee instructions with timelines or other criteria for their work.

An item on an agenda - even if it is a recommendation - is not a motion, and no motion is on the floor until and unless someone moves it. That is often the person who had it added to the agenda - or the chair or other member of a committee whose recommendation is part of its report, but nothing is automatically on the floor because it is included on the agenda.

In terms of process, I would add that a motion to exclude visitors from the meeting (if they are normally allowed, and assuming your bylaws do not require meetings to be open to the public) could be offered by any member. The motion would require a second and a majority vote.

Regarding recording, the member may move that the meeting be recorded, but as stated by Mr. Mervosh, he cannot require it. His motion would likewise require a second and a majority vote for adoption.

So if a majority of the members of your board are in agreement, they have the right to determine that the member's attorney may not be present and that the meeting will not be recorded.

You really need to be in touch with an attorney - one who is licensed in your state, knows employment law, and is familiar with your church law. It sounds as though your local congregation is part of a national body with a constitution. If so, your denominational office might well have legal counsel who can help you as well.

First of all, I am assuming that your parliamentary authority is the most recent edition of Robert's Rules of Order Newly Revised (RONR).

Voting by a show of hands is only for "very small" assemblies, and even then only to be used "if no member objects" (RONR pg. 409, ll. 32-36).  So, if you are a member and you object, that method cannot be used.

The usual form of voting on any matter that requires a majority vote is by voice, and the question should be put as follows: "The question is on the adoption of the following resolution: [reading it]. Those in favor of adopting the resolution that was just read, say aye. ... Those opposed, say no." If the resolution has been read very recently and there appears to be no desire to have it read again, the chair may use this form: "The question is on the adoption of the resolution last read. Those in favor of adopting the resolution, say aye. ... Those opposed, say no" (RONR pg. 45, ll. 31-34).

5 minutes ago, Richard Tatara said:

My question still remains: to what degree can a maker of such a motion use either the preface or the main body of said motion to persuade the assembly to consider amending the agenda?

Well, if it is handled as a motion to amend an adopted agenda, the amendment is debatable, so I would recommend that the member offer the amendment, and when it has been seconded, address why they think the item should be included.

Since you asked for an RONR 11 reference, on pp. 138-9 there is a list of six types of "improper amendments." As has been noted by others, "substantial change" is not one of them, but it is good to be familiar with the list in a meeting - especially when presiding.

Look in section 62 on removal from office and other remedies for dereliction of duty in office or misconduct. It begins on page 650 in the 11th Edition and it outlines the procedure to follow in the event that a presiding officer doesn't follow the assembly's rules.  

4 minutes ago, Victoria H. said:

Gary - I think you are saying that the committee has the right to recommend to the assembly a revision to the policy, which I have no argument with. My question is - if the assembly has a policy in place, can the committee approve a proposal that conflicts with that policy WITHOUT recommending a change to that policy (see my clarification above). 

In my opinion, that is giving the subordinate committee the power to overrule the decision of the assembly.

No, the committee cannot do that, unless the committee has been granted that authority. And I concur with my colleagues' responses. The question is, does the organization want to have some means by which exceptions can be made? If so, such a rule could be adopted. It could say something like, "exceptions to this paragraph may be granted by the XYZ committee by a vote of two thirds." Nothing in RONR would prevent the adoption of such a policy.

"Policies" can often be suspended in a specific circumstance, which I take it is what you mean by "approve an exception." but it does depend on what the policy is. 

You are correct that a committee cannot do so if has not been granted that authority. But in a meeting of an assembly, anyone can move "to suspend the rules and do X" with "X" being something that a policy would otherwise not allow.

RONR on pages 263 - 265, however, lists rules that cannot be suspended. The list includes rules that are in the bylaws (unless such rules are in the nature of rules of order), rules that violate state, federal or other civil laws, and rules that protect some basic right of membership. But then there is this statement that might very well apply to your situation:

"Rules that have their application outside of the session which is in progress cannot be suspended. For example, a policy prohibiting total contributions to any one charitable organization in excess of $500.00 in any one calendar year is a rule which has its application outside of a meeting context, and thus cannot be suspended so as to permit the adoption of a motion to make a contribution in excess of the specified amount. (Such a rule can, however, be rescinded or amended) (RONR pg. 264, ln. 29 - pg. 265, ln. 7).

If that guidance is not sufficient, we will need to know what exactly the "exception" is.

This sounds to me like a problem that should be dealt with in ways other than through parliamentary maneuvers. I would suggest that you sit down with the principal and discuss the matter - perhaps including ways to obtain "ideas and input" from parents other than taking up time in PTA meetings.

I don't know if it is "best practice," but it is certainly common - especially in the church world. I am an executive in the Presbyterian Church, and serve ex officio on a number of boards - some with vote, and some not. On the one related to my primary employment, I actually do have the right to vote. But I have colleagues in similar positions in other places who do not. When I was the pastor of a church that ran a school, my recollection is that the Headmaster and I were both ex officio members of the school board, and neither of us could vote. 

Unless your bylaws have very unusual provisions, this was a very irregular action. We will need for you to quote your bylaws in order to give you specific answers and advice. Under Robert's Rules, a the very least a two thirds vote is required to remove an officer - and even then only by the body who elected the officer, and only if the bylaws specifically state that they serve "until their successors are elected." Otherwise, they can only be removed for cause, and they are afforded the rights of due process, which clearly did not happen. 

Unless the bylaws prescribe otherwise, any member may move that a vote be taken by ballot. this can be done either when the motion is pending or before it is taken when no motion is pending. The motion requires a second and a majority vote of the assembly.

Actually, this all depends very much on the wording of your bylaws. One board on which I serve has bylaws stating clearly that anyone elected to the board is elected for a term of three years. Period. When someone on that board resigns, they resign. But the resignation does not create a "vacancy." It just changes the current number of members of the board, which is required to be "between 35 to 40 members." So every year, a group of members completes its term, but that group is not exactly one third of the members, and the proportion changes over time.

Other boards on which I serve generally follow the assumption of my colleagues, that a resignation automatically creates a vacancy for a partial term. That may be a correct interpretation of the RONR "default" position, but it is definitely not the only way that organizations operate.  

If you desire to require "classes" to be in equal numbers, your bylaws should have wording such as: "members of the board are are to be in three equal classes, with each member elected for a term of three years (or for a partial term to fill a vacancy), and with one third of the Board completing its term each year.

On 10/27/2017 at 9:52 AM, Gary Novosielski said:

I think that as one of the only two mandatory positions (the other being presiding officer), the position of recording secretary is not subordinate to anything that's obvious to me.

Ok. As I said, it's a matter of what the bylaws say. In my usual circles (the Presbyterian Church world), the "recording secretary" is an appointment of either the presiding officer or the Secretary, who writes a first draft of the minutes for the elected Secretary and serves and his or her assistant.

There is nothing inherently “in conflict” with such an arrangement, as long as the duties are clearly delineated. Typically, a “recording secretary” is a lower position - essentially an assistant.

There is a good deal to interpret in those few lines of your bylaws. One is what is meant by "considered to have resigned . . ." Does that mean the absences equal the submission of a letter of resignation? Because if so, such a submission does not, under RONR, automatically end the matter. There still has to be a motion to accept the resignation, and a majority vote is required to adopt the motion. Boards do not always accept resignations.

Alternatively, that phrase could be interpreted to mean that after two absences (except as noted), the member is no longer a member of the board. But since that isn't exactly what it says, I think the board must decide which way to read it.

As for reinstatement, you haven't given us any language from your bylaws about reinstatement. RONR, however, states that one of the actions that "cannot be rescinded or amended" is "when a resignation has been acted upon, or a person has been elected to or expelled from membership or office and the person was present or has been officially notified of the action" (RONR pg. 308, ll. 24-27). 

Each provision is “a bylaw,” and they are collectively the organization’s bylaws.

Your organization's bylaws should define a quorum for the organization. If they do not, then a quorum is a majority of the members. 

It sounds as though you might be referring to a convention of delegates, which is a bit different. In that case, if your bylaws are silent, a quorum in such a convention is: "a majority of the delegates who have been registered at the convention as in attendance, irrespective of whether some may have departed" (RONR pg. 21, ll. 23-27).

Or, appoint a "minutes approval committee" at the annual meeting.