J. J.

We would need to see your bylaws and it is likely to end up as a bylaw interpretation question.

1.  Who elects directors?

2.  Quote exactly the term of office clause for directors in your bylaws. 

Well, minutes are taken in executive session.  They are approved only by an executive session unless the confidentiality is lifted.  You can show them this post, if you want. 

If this is a public board, there may be limitations on voting in closed sections. 

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.

I am in agreement, but I suggest you read 50:14 as to the methods involved. 

On 3/31/2024 at 8:25 AM, Dan Honemann said:

 

 

 

Well, I understood you to be saying that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  I think this is correct, and a motion directing him to do such a thing would be out of order at any meeting, regular or special.  Apparently, I misunderstood what you were saying.

A while back, I made reference to "a motion directing the secretary to publish a draft of the minutes within a certain period of time".  Although I think such a motion might well be one arising in connection with the transaction of business at a special meeting, it may not be in order for the reason stated above. If so, it could instead be a motion requesting the secretary to publish a draft of the minutes within a certain period of time.

 

That was not the original posters question, though it could be out of order on the ground that it adds a duty to the secretary that he does not have. 

That is a different question, though it may lead to the result of the motion being void.

Edited to add:  I do think that a request of the secretary would be in order, even at a special meeting.  It does not impose a duty on the secretary and only expresses the assembly's desire within the meeting. 

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.  

I believe the "and" should be an "or." 

On 3/30/2024 at 6:46 AM, Dan Honemann said:

I gather that you would be making this same argument if this were all happening at a regular meeting rather than a special meeting.  Have I got this right?

Yes, and no.  I think both would be in order at a regular meeting. 

I take it that you would feel that if there was a fundraiser, during the meeting, a motion ordering the treasurer to open a separate account at a new bank, and deposit the fundraising money in the new account, would be in order? 

On 3/29/2024 at 5:27 PM, Dan Honemann said:

So the members will have a chance to make their hotel reservations before the anticipated increase in price.

That would still not warrant it.

If they feel that is really a need to get this out, the assembly can assign this to a committee.  

On 3/29/2024 at 3:10 PM, Dan Honemann said:

A motion made at a special meeting is in order if it deals with some matter that has arisen "in connection with the transaction of" business specified in the call of the meeting.

I suppose it would not be too difficult to conjure up a factual situation in which it is determined, during debate on some question directly related to business specified in the call, that it would be highly advisable to have the decisions arrived at during the meeting conveyed to the membership at large as soon as is feasible.  Under these circumstances, I think a motion directing the secretary to publish a draft of the minutes within a certain period of time would be a motion dealing with an issue that has arisen in connection with the transaction of business specified in the call of the meeting.

Considering that the next meeting could not be held until notice was given, why would there be the rush?

On 3/29/2024 at 12:15 PM, Shmuel Gerber said:

It seems to me that publication of the minutes of the business transacted at a special meeting is certainly related to the business transacted at the special meeting. There is no requirement of previous notice of particular motions at a special meeting. 

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.  Ordering the secretary to record something that would not normally be in the minutes would relate to the transaction of business at the special meeting.  That is where there is a difference, as I see it. 

This goes beyond something "arise in connection with the transaction of such business or the conduct of the meeting."  How the minutes are distributed, and when they are distributed, cannot deal with the conduct of the meeting, as the meeting is over by that point.    It does not deal with the transaction of business, over even the recording of that transaction.

Is this a technical distinction?  Yes, but that is how the question was asked. 

On 3/29/2024 at 10:07 AM, Atul Kapur said:

It is not a rule in RONR. Many municipal governments (for example) change the basis of voting from majority of those present and voting to majority of those present, which means that abstentions have the same effect as voting 'No'. I have heard this "principle" used as the rationale to explain why that is.

I am familiar with the majority of the entire membership requirement in some governmental bodies, for some, but not necessarily all, votes.  I have not heard this be a justification.  

Further, Henry M. Robert, III found such a rule requiring people to vote to be "completely unenforceable."  Further Deschler, then the US House parliamentarian, noted that a law requiring Representatives to vote was "impracticable to enforce," as cited in Parliamentary Opinions, 1982, p. 98.  

On 3/29/2024 at 10:28 AM, Atul Kapur said:

Which is why I still lean towards it being in order. Otherwise this would appear to be an example where form is overriding substance. 

The substance is forcing the secretary to do something beyond his duties. 

Let me expand a bit.  Members named to the committee would, in theory, have to consent to serve and to the conditions of service.  In theory, someone could decline election to that committee.  Assigning something to the secretary outside of the meeting is something beyond something that would  "arise in connection with the transaction of such business or the conduct of the meeting."

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?

The is no such rule in RONR. 

On 3/28/2024 at 5:27 PM, Richard Brown said:

To whom and to which comment are you responding? That’s what the “quote” feature is for! 

So, help us out here: what was the voting “present” rule in Congress before February 9, 1890 and what is it now?  What effect did it have on calculating the presence of a quorum then and what effect does it have on that now?

For background see:  

United States v. Ballin, et al., 144 U.S. 1 (1892)

Evan, William J., “Is Parliamentary Law ‘Law’,” National Parliamentarian, 42 (1981), no. 1, 7-9.

On 3/28/2024 at 2:25 PM, Josh Martin said:

Thank you. Assuming no such requirement already exists for the organization, I am inclined to think that imposing such a requirement, even if applied only to the present meeting, is not a motion that "that may arise in connection with the transaction of such business or the conduct of the meeting."

I may have originally been led astray by the question being phrased as "Would a motion regarding the timeframe for completing meeting minutes be exempt from notice requirements?" The timeframe for preparation of the meeting minutes seems connected to their approval, since the minutes cannot be approved until they are prepared. A motion relating to the manner of distribution for the minutes, however, seems more in the nature of an administrative rule than a parliamentary one.

I do agree that it would be an administrative rule, and require notice, but I do also agree that it is not crystal clear. 

Ironically, if this had been referred to a committee, I would have been more likely to say that it was in order without notice. 

On 3/28/2024 at 12:29 PM, Josh Martin said:

Yes, I see where you're getting at with this now, and I think you may have a point, depending on what the OP meant by "published."

I think it was a requirement to distribute them to the members. 

Sorry for being so obtuse. 

How minutes are distributed, e.g. posted on a website or sent via postal mail, and when they are distributed are administrative in nature.  What goes in the minutes and how they are approved is procedural, but that is not the question.

Looking at the how and when of approval of the minutes, those might be a standing rule. 

Just to be clear, I list the adoption of a special rule as an option, not necessarily a suggestion. 

On 3/28/2024 at 10:54 AM, Josh Martin said:

Is the motion regarding the timeframe for completing the minutes of the special meeting that is currently happening? Or is it regarding minutes of some other meeting, or regarding minutes generally?

I would be inclined to argue that a motion regarding the timeframe for completing the minutes of the current meeting is a motion "that may arise in connection with the transaction of such business or the conduct of the meeting," although I see J.J.'s point that there are also reasonable arguments to the contrary.

To the extent that the motion involved minutes for any meeting other than the current meeting, it is certainly not a motion "that may arise in connection with the transaction of such business or the conduct of the meeting."

J.J., would a motion to appoint a Minutes Approval Committee be a motion "that may arise in connection with the transaction of such business or the conduct of the meeting?"

If not, why not?

If so, what distinguishes that from a motion directing a Minutes Approval Committee (or the Secretary) with respect to preparation of the minutes of the current meeting?

 

This, to me, would be an instruction to an officer to do something outside of a meeting, not a delegation to a committee. 

Suppose that at this special convention there was a fundraiser, during the meeting.  It received proper noticed.  Would a motion ordering the treasurer to open a separate account at a new bank, and deposit the fundraising money in the new account be in order?  I would say no, because the motion was not noticed.

I will agree that it is close, but because it is an order to an officer, and could not be a adopted as a special rule, I have to come down on the "no" side.  Ironically, I may not have that problem with the convention appointing a committee to approve and distribute the minutes. 

On 3/27/2024 at 6:52 PM, Guest Andy E said:

Good evening!

At a recent special convention (which I classify as a special meeting) - there was a motion made near the end of the convention (and passed) which directed the Secretary to publish draft minutes within 48 hours. That motion has since been challenged to our Judicial Committee as being out of order due to lack of notice i.e. the motion was not included in the call to the special meeting (per RONR 9:15).

I do see that 9:15 provides certain exceptions to notice requirements, "This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting."

Would a motion regarding the timeframe for completing meeting minutes be exempt from notice requirements?  I thank you for your time and consideration.  😊
 

I would say "no" for this reason.  Instructing the secretary to do something outside of a meeting does not arise in connection with the transaction of business of the meeting.  It deals with the duty of the secretary outside of the meeting. 

You may wish to look at this thread:  https://robertsrules.forumflash.com/topic/43381-convention-rules-at-a-special-convention/

Two things to note:

1.  You may adopt a rule that supersedes RONR on this point and permit the parliamentarian to enter into debate.

2.  The chair may permit members knowledgeable on parliamentary procedure to speak on a point of order (23:2 5). 

On 3/26/2024 at 12:19 PM, Dan Honemann said:

Now I must note that the motion to declare a rule null and void does not have to use the word "rule", and that a motion that a rule "be declared" null and void will certainly suffice.

I think you may be under the mistaken belief that such a motion is raising a point of order as an incidental main motion. Technically speaking, there is no such thing as an incidental main motion corresponding to a point of order, but we'll save this lesson for another day. 

I think you just, effectively, developed such an IMM.    That is a compliment, BTW.

As I said, I would rule your initial motion out of order if the intent was not to rescind.  I would treat the first one as possibly a 23:6 b violation. 

On 3/26/2024 at 11:23 AM, Brouwer said:

J.J.

My question isn't about unnoticed items being permitted. Rather, can a board member walk out of a meeting? Further, would walking out (if permitted) stop Any Other Business since the full board would no longer be present?

Unless the body can compel attendance, the member can leave at any point. 

Under RONR, an absence is an absence.  You question regarding a public body is likely one of statute and you should look there. 

On 3/26/2024 at 11:17 AM, Dan Honemann said:

Okay, I certainly won't quibble about the exact language of the motion to be made to declare a rule null and void because I see no real point in doing so. 

 

Words do mean something, and if you are asking for the assembly to rule something out of order and void, you have to use the word "rule" or something close to it. 

That said, I think you have demonstrated how a point of order could be raised as an incidental main motion.