Richard Brown

You asked “Is the nomination committee sworn in with the new executive administration?”

Normally, this would not be the case because the nominating committee is usually appointed or elected later in the year prior to the next elections and members of committees are not normally “sworn in“. What do your bylaw say about the nominating committee? When, how, and by whom is it selected? is swearing out of other committee members or customary in your organization? 

On 4/25/2024 at 9:29 AM, Guest John said:

Our church bylaws state this

“Special Membership Meeting: With at least two-week’s notice, a special membership meeting may be called by the Chairman, by at least one quarter of the Church Council, or by members numbering at least 15% of the quorum of the last membership meeting. The Secretary shall post notice and the Chairman shall convene the meeting.”

We have members who called a special membership meeting on a specific date and time. They sent the signatures to church council 2.5 weeks ahead of the date for the meeting in order for secretary to post notice.

However, there are some church council members who contend that the entire church council must approve the call. There are some other church council members who contend that these members have the right to call the meeting, but they cannot demand a date or time. The church council sets the date and time.

Are either positions right according to Robert’s Rules?

 

 

 

The way I read the quoted provision from your church bylaws is that when the required number of church members call for a special meeting, those members set the date time and location for the meeting and the secretary must post the appropriate notices and the chairman must call the meeting to order at the specified date, time, and place.

It is up to your members to interpret their own bylaws. We cannot do that for you, but it seems clear to me that whoever “calls“ the meeting has the right to set the date time and location of the meeting. I see nothing to indicate otherwise.. The required number of members clearly have the right to call such a meeting.

Edited to add: pursuant to the rules in RONR, the notice of a special meeting must also include the purpose of the meeting, stating with some specificity the matters to be taken up it said meeting.  Your bylaws do not seem to specifically require that, but I would suggest it is a very good idea to do so anyway.  In the event of a conflict, your bylaws control.

On 4/24/2024 at 6:13 PM, J. J. said:

Yet, even in a single room, the "opportunity for simultaneous aural communication among all participants" may be lacking. 

Not in the way it is with the rules imposed by the chair in this situation.  You're reaching, JJ.

On 4/24/2024 at 9:12 AM, Guest Grace said:

We will be using an agenda. I am preparing it now and want to place unfinished business after the minutes but before we have officers' reports.

Agreeing with JJ, if the body (the assembly.... the group that is meeting, whether it be the board or the general membership.... adopts or approves the agenda that you prepare, then it is a done deal.    Please understand that unless your rules proviide otherwise, no one person has the power to "set" or mandate a particular agenda.  Neither can the board, unless it is a board meeting.  Anyone can propose an agenda, but it is not an official agenda until it is adopted by the body that is meeting. Until then, it is simply a PROPOSED agenda.

On 4/24/2024 at 8:56 AM, Guest Robert said:

Does this change the scenario?

Another by law states- The Board may adopt, amend, or repeal rules of order for its own operation by simple resolution of the Board passed by a majority of those present and voting.

I agree with Mr. Novosielski . It does not change anything.

If you are using an agenda, you may arrange it in any order you so desire. You aren’t required to follow the standard order of business.  Once an agenda is adopted, if you are using one, you may still suspend the rules to take an item out of order.

Guest Robert, you have a Strange by law provision, and it is ultimately up to your organization to interpret it. We cannot interpret your bylaws for you.

On 4/24/2024 at 8:19 AM, Joshua Katz said:

It passes, because 3 is greater than 2, making it a majority. 

I agree.  The abstention does not count and should be ignored.

On 4/24/2024 at 8:19 AM, Joshua Katz said:

guess this means that this vote should be recorded as 4-2, although I have no idea what is accomplished by this.

I do not think that the vote should be recorded as a 4 to 2 vote. In my opinion, it is still a 3 to 2 vote. The bylaw provision at issue does not say that abstension shall be counted as a vote with the majority, but rather that the person who abstains shall be deemed to acquiesce with the majority.  That is indeed the effect of an abstention in RONR. I do not believe the quoted bylaw provision changes that. So, I would still record the vote as a 3 to 2 vote.

On 4/23/2024 at 8:44 PM, Guest Kate Kutash said:

Is there ever a time you canNOT abstain from a vote?

Only if your governing documents or state law so provide. If RONR is your parliamentary authority and if it controls, members have the absolute right to abstain.

On 4/23/2024 at 6:14 PM, Guest CuriousJ said:

2. "Special Meetings: Special Meetings of the Board of Directors may be called at the
discretion of the President, three (3) or more Members of the Board of Directors or
by 10% or more of the Members of the Club."

This provision refers only to special meetings of the Board of Directors, not to special meetings of the membership.  Do your bylaws provide for special meetings of the MEMBERSHIP? 

At board meetings, non-board members have only whatever rights your own rules confer on them.  Under the rules in RONR, people who might be members of the organization but are not members of the board have no rights whatsoever even to attend the board meetings, let alone speak at them.  Your rules, or perhaps state law, might grant non-board members some of those rights, but RONR does not.  Of course, the board may probably PERMIT non-board members to attend and even to speak, but the board is under no obligation to do so per the rules in RONR.

Board meetings and membership meetings are completely different things.  The distinction is very important.

Not unless your own rules require it.  Nothing in RONR requires it.  Is your executive committee only advisory or does it have the authority to make binding decisions?

On 4/23/2024 at 5:06 PM, Richard Brown said:

I have not read the bylaws.  Do they not grant the president the right to call special meetings of the membership?

On 4/23/2024 at 5:22 PM, Joshua Katz said:

I haven't either, but we were told:

On 4/23/2024 at 5:22 PM, Joshua Katz said:

our bylaws state that a special meeting can be called if 10% of our members request it of the board; although we didn't quite meet that threshold, the president decided to allow the meeting anyway)

The way I read all that, it doesn't say the president cannot call special meetings or that only the membership can request (or call) one.  The quoted provision just permits ten percent of the members to request (or to call) a special meeting.  We need to know whether the president is authorized to call special meetings on his own.  It is my experience that the president quite frequently does have that power.

I agree with Mr. Katz.  Unless you have some strange rule that we don't know about, and if RONR is your parliamentary authority, the motion received a majority vote and was adopted by a vote of 2 to 1.   The motion received a majority of the votes cast, which is the threshold.

On 4/23/2024 at 4:33 PM, Joshua Katz said:

But that is only true when there's a meeting. From what you've told us, the president had no business calling a meeting at all.

I have not read the bylaws.  Do they not grant the president the right to call special meetings of the membership?

Mr. Katz is correct.  Unless your bylaws provide to the contrary, the right to attend meetings (and to be heard at them!) is a basic right of membership of every member. See section 1:4 of RONR (12th ed.). You cannot be excluded from attending and participating in a meeting except for certain disciplinary proceedings.  If you are the subject of a disciplinary proceeding, it would be possible to exclude you from certain proceedings. That is a rather complicated matter and is covered in the 26 pages of Chapter XX of RONR (12th ed.).

Agreeing with Mr. Katz, if this is a special meeting of the membership as opposed to a special meeting of the board, it is inappropriate to prevent the members from speaking, debating, and asking questions unless you have adopted a rule to that effect.  The chair alone cannot impose such a rule unless the organization has explicitly given him that authority.  It is not authority he has simply by virtue of being chair or president.

On 4/22/2024 at 4:42 PM, Patriot said:

Finally found a clear reference in Roberts that defines a call - "The call of a meeting is a written notice of its time and place that is sent to all members of the organization a reasonable time in advance." RONR 1:7

It is a bit more complicated than that, however.  If the meeting is a special meeting, the call of the meeting must also include the purpose of the meeting and "the subject matter of the motions or items of business to be brought up".   See 9:13 (RONR 12th ed.).

On 4/22/2024 at 7:13 PM, Guest Oezuwn said:

The Board I’m on, is calling a Special Meeting.  Do the Board Members vote on the topic?  Does the presiding President of the Board refrain from voting unless there’s a tie?

If you answer the questions asked by Mr. Novosielski, we can be of more help to you.

On 4/22/2024 at 7:09 PM, Guest Oezuwn said:

They’re refusing to stop grilling.  B/c it’s not a rule in our Docs & the association doesn’t have to follow the recommended Code, we, on the Board, have no recourse if they continue to grill in spite of possibly losing the vote at the Special Meeting, right?  Ya can’t mandate & enforce a Code. . . .

I'm reasonably confident that valid enforcement provisions could be adopted that would subject offenders to some sort of penalty.  Exactly what you can do depends on what is in your various governing documents and state and local law.

On 4/23/2024 at 11:10 AM, Guest ABC said:

During membership meeting, name for mover of a motion to accept last year’s minutes was wrong. I mean the Chair spoke out the wrong name. The motion was seconded and carried by majority. What is the course of action now ? Is the motion dropped or can we mention other members name who was interested in making the motion ? 

Just FYI, a motion is rarely ever disregarded or "dropped" just because something about it was handled improperly or recorded incorrectly in the minutes.  Instead, correct the minutes to correctly reflect what actually happened.   Only if something so serious as to constitute what RONR refers to as a "continuing breach" occurs would an adopted motion be deemed null and void.  Edited to add:  Even then, having it declared null and void requires some sort of action by the chair or the assembly in a meeting..

Do your bylaws not say anything about committees? I do not think this is really a matter of discipline, although it’s conceivable that it could be. Normally, removing or replacing committee members is not difficult, but there is also usually some provision somewhere in the bylaws about how committees are created, and how the members are appointed. If we know how the chairman gets appointed we can tell you how he can be removed.

There is nothing in RONR which prohibits this type of communication between board members outside of meetings. However, these communications might well violate any applicable open meetings laws (sunshine laws) such as the type it appears your state might be subject to. You need the advice of an attorney as to whether, the statute prohibits the particular activities you are concerned about with your particular condo association. That would be in the nature of legal advice which is outside the scope of this forum.

Agreeing with Mr. Elsman, that is one of the many “knock off books“ pretending to be an official version of Roberts rules of order. The only official current version is “Roberts rules of Order newly revised 12th edition“.  I suggest you try to get your organization to amend it bylaws or special rules of order to specify the correct parliamentary authority.

Agreeing with Mr. Katz, the method of amending your bylaws should be described in the bylaws themselves. In the rare event it is not covered, RONR does indeed have default provisions for how to amend the bylaws if your own rules are silent. Essentially it requires previous notice of the proposed amendment and a 2/3 vote. It is covered in section 57 of RONR (12th edition) and consists of eight pages.

I agree with Mr. Novosielski. The chair stating that he is going to call a meeting sometime in the future is not the same thing. as actually calling a meeting. And, yes, the call of a meeting must specify the date time and location of the meeting … and the purpose of the meeting if it is a special meeting. See 9:13-9:15 of RONR (12th Ed.). 

I agree with my colleagues that the general body minutes should not go a full year without being approved.  This organization should do one of these two things in the future:

1. Before adjournment of the annual meeting (or of a general membership meeting if it meets less often than quarterly) either appoint a minutes approval committee to approve the minutes or adopt a motion authorizing the board to approve the minutes.

2.  Amend the bylaws to provide for a method of approving the minutes of such meetings.  That provision would normally authorize the board to approve the minutes of such a meeting.  An alternative would be for the provision to authorize the president or the board to appoint a minutes approval committee.  The more common provision, in my experience, is to authorize the board to approve the minutes.

The advantage of having a provision in the bylaws for approval of the minutes is that if the general membership meeting fails to adopt a motion providing for the approval of its minutes before adjourning, you have a built-in method for having them approved.