Richard Brown

Based on what you have told us, I agree with Mr. Martin that what happened at the meeting does not appear to violate any rule and seems appropriate.

According to the rules in RONR, a formal installation ceremony is not necessary in order for officers to take office and assume their duties unless the bylaws specifically require such a ceremony before an officer can take office. RONR takes the position that an installation ceremony is purely ceremonial and not strictly necessary. It has been my experience that organizations that normally hold formal installation ceremonies do so regardless of whether some or all of the officers have been re-elected to their positions. That is a matter for your own organization to decide.

Based on the additional information that the constitution and bylaws apparently authorize the church "council" to appoint people to fill vacancies, i agree with Josh Martin that a person so appointed serves for the remainder of the term of the person he or she is being appointed to replace.

@Catharine Littlefield Joshua Katz correctly answered your questions based on the rules in RONR (Robert's Rules of Order Newly Revised, 12th edition). However, those rules may or may not be applicable to your organization and might be only partially applicable. It depends on several factors, primarily whether your organization has formally adopted RONR as its parliamentary authority and also on what the rules of your "parent body" (the state party?) say. You said your county organization (county committee) does not have bylaws, but must follow the "state rules". It is therefore very important to know what the "state rules" contain. (I do note that you said that your state rules dictate that RONR controls in areas where the state rules are silent. That is quite likely binding on your county committee). Here is one example: You stated that your county chairman now requires that proposed agenda items be submitted to him ten days in advance of a meeting. Apparently, he, or some unidentified group of people, decides what is and is not permissible for the agenda. Mr. Katz pointed out the proper way of handling an agenda, if one is to be used, per the rules in RONR. However, we don't know what rules are in your state rules that might dictate the agenda procedure. It might be quite different from the procedures in RONR. It might also be that your county executive committee has adopted special rules of order that you don't know about. Such rules would supersede the rules in RONR. In short, we really need a lot more information in order to properly advise you. You have so many issues that it might serve you well to consult with a professional or experienced parliamentarian who can review all of the issued issues and relevant rules and advise you as to how to proceed.

Agreeing with Mr. Katz, RONR is clear that a candidate need not be present for the election. However, your own bylaws and rules supersede those in RONR. I personally don't see how having an "unexcused absence" at the election meeting would disqualify a candidate, but it is ultimately up to each organization to interpret its own bylaws. Do your rules specifically require that a candidate be present at the election meeting in order to be elected?

Agreeing with Mr. Martin, the method of filling the vacancy will depend on the vacancy-filling provisions of your bylaws. If your bylaws are truly silent and if RONR controls, it is not permissible for someone to be "appointed" to fill a vacancy. Instead, per the rules in RONR, an election must be held to fill the vacancy and notice of the election must be provided to the membership (or to the body which will fill the vacancy). RONR (12th ed.) 56:32. However, if your board has full power and authority over the society's affairs between meetings of the membership, it is possible that the board might be able to fill the vacancy. See RONR 47:57 and 47:58 for more information.

I would note that if this is a board with fewer than "about a dozen members" present and if the board uses the "small board rules" in RONR, the chair may participate in debate and voting and make motions the same as all other members. So, there may not be a need for the regular presiding officer to relinquish the chair. See, for example, 49:21 (RONR 12 ed.) Edited to add: Even if this is a large board or one that does not use the small board rules, the board may still suspend the rules to permit the chair to participate in the consideration of a particular motion the same as all other members. If the matter being considered is particularly important or controversial, it may well be that no other board member will be willing to serve as chair pro tem if he has to give up his rights to debate, etc, if he serves as chair pro-tem.

I agree with my colleagues. I am quite a bit older than the young-looking Mr. Katz, and I have been working as a professional parliamentarian for 20 years or so, but I have never seen bylaw language (or suggested bylaw language) such as the language quoted by the original poster. What I HAVE been seeing for all of those 20 years is the provision in RONR which provides that rules in the bylaws which are in the nature of rules of order may be suspended. That has been the rule in the various editions of Robert's Rules of Order since the 4th edition (Robert's Rules of Order, Revised) which was published over 100 years ago in 1915. I have never seen anything in any edition of Robert's Rules of Order that makes specific reference to rules in the bylaws regarding "business procedures or operations" being suspendable.

I agree.

If I understand the question correctly, I disagree with Mr. Martin. It is my opinion that the motion to paint the barn red could include a motion to suspend the rules and require a higher vote threshold. It is similar to making a motion to suspend the rules and adopt a motion to do something when that particular motion would otherwise be out of order at that point in the meeting. In this case, motion could be worded as follows: “I move that we suspend the rules and adopt by the unanimous vote of all members present a motion to paint the barn red“. it could probably also be made in this form: “I move that we paint the clubhouse red, and that we suspend the rules and require that this motion be adopted by the unanimous vote of all members present“. Since the motion includes the motion to suspend the rules, it is not debatable and there would simply be an upper down vote and it would require the unanimous vote of all members present to adopt the motion to paint the barn red..

I agree with TJM, Mr. Martin and Dr. Kapur and disagree with Mr. Elsman. In my opinion, the motion authorizing the calling of an adjourned meeting at the call of the chair by October’s end was perfectly proper and in order.

Agreeing with Mr. Katz, the minutes can be corrected if they do not properly reflect what actually happened. However, if the body did not actually adopt a motion to add key executives to the bank account, the minutes should not be fabricated to reflect something that did not happen. Instead, at the next meeting, a motion to add the key executives should be adopted and the minutes of THAT meeting should Reflect the adoption of the motion.

Agreeing with both of my colleagues, I would emphasize the following part of the response by Josh Martin, taken verbatim from RONR, as a recommended practice for approving the minutes of your annual meeting: If you cannot approve the minutes before the adjournment of the annual meeting, rather than waiting a full year to approve the minutes, prior to adjournment of the annual meeting the assembly should adopt a motion authorizing the executive board (your board of directors) or a special committee to approve the minutes. The motion needs to be adopted prior to adjournment of the annual meeting. You might consider amending your bylaws or special rules of order to include a provision for the approval of the minutes of your annual meeting. You do not want to wait a year for the next annual meeting to approve the minutes.

Yes, the bylaws trump the SOP when there is a conflict, but there may not be a conflict. EXACTLY what does each document say about serving more than one term? AS Mr. Katz said, it may be possible to interpret them in a way that there is no conflict. It will help us to help you if you can give us the EXACT, verbatim language from both documents regarding serving more than one term. Don't paraphrase: quote verbatim. I will also point out that the term "re-elect" usually means to elect again to serve again in the next term, without interruption. We don't usually use that term to refer to someone who has sat out a term and is then running again for the same office. Some interpretation of terms in your bylaws and SOP is probably in order, and that is something only the membership of your organization can do.

You can be a tax-exempt organization without being incorporated, but most are incorporated. You say you have three officers, etc. How do you know that? Did someone somewhere just decide that that's the way it's going to be? It is almost certainly a written rule somewhere. That "somewhere" is almost certainly in your bylaws or articles of incorporation if the organization is incorporated. I suggest you do some digging and asking around to get to the bottom of that. In most U.S. states, it is very easy to go to the Secretary of State's website (or to the appropriate agency for your state) and to do a search by the entity's name to find out if it is incorporated and what its status is. You might start there. Or talk to some long-time members to find out what they know. I'm assuming... and hoping.... that you have already asked the organization's secretary about bylaws, etc.

Agreeing with Mr. Katz, the answer probably depends on the EXACT language of your bylaws regarding the vote required to amend or adopt bylaws. However, you referred to adopting bylaws, not to amending them. Until you adopt bylaws, you do not have any. If you are following the rules in RONR and are adopting the initial bylaws of a new organization, a regular majority vote (a majority of those present and voting) is all that is required to adopt the initial set of bylaws. RONR (12th ed) 54:15-29, particularly 15:29. If you are amending existing bylaws or adopting a new set of bylaws (a revision), you should follow the procedure and vote requirements in your bylaws. If your bylaws are silent, which would be unusual, RONR requires previous notice and a two-thirds vote (or the vote of a majority of the entire membership) to amend bylaws or to adopt a revision.

The short answer is, no, you cannot. Regardless of whether the board has the authority to discipline members, it can still discuss the situation and consider motions to institute or urge the institution of disciplinary action, etc. If the rules in RONR are controlling, a member may not be excluded from a meeting of a body of which he is a member.

Agreeing with my colleagues, attending or participating in a meeting "virtually" (electronically) other than as an observer is not permitted unless authorized in your bylaws or state law. But, if electronic participation is permitted, RONR contains no limits on the number of times a member can participate electronically. I will add that an assembly can suspend its rules to permit a member (or anyone, even a non-member) to participate in a meeting electronically even if not authorized in the bylaws, but the participation must be limited to making motions and debating. Voting by a member who is not physically present at the meeting is strictly prohibited by RONR unless authorized in the bylaws or by state law. Likewise, a member participating electronically is not considered present by RONR unless specifically authorized in the bylaws (or by state law). Neither of those rules can be suspended.

Assuming this school board is a public body, I agree with Josh Martin's advice. This seems more an issue of complying with open meetings laws (sunshine laws) than RONR. I agree with consulting the board's attorney. As a practical matter, if all school board members agree with canceling this meeting, I see no harm in just announcing that this month's meeting has been canceled. However, if some board members do not agree with the cancellation, they could show up anyway and if a quorum is present those present could have the meeting and conduct business and adopt motions just as they normally would. Unless your bylaws or some superior law provide otherwise, the president of the school board has no authority to just cancel a meeting. It's a risky thing to do unless all members are in agreement. I do have an issue with how your meetings are set if there is no rule or policy establishing a regular meeting schedule. Exactly how and by whom are your meetings set?

I agree with Mr. Novosielski. It is best to ask your questions by starting a new topic. I also agree that we might be of only limited help since your problems seem to be more internal disfunction than parliamentary in nature, but we can give it a shot. I will say in this thread that per the topic of the thread, there is no prohibition in RONR (Robert’s Rules) as to one officer holding more than one elected position. Any such prohibition would have to be in your own rules.

Agreeing with Mr. Elsman, it is immaterial whether the motion (or call) for the previous question has been seconded. The permission of the person who seconded the motion is not required.

Agreeing with Dr. Kapur, if your bylaws require 51% of The votes cast or if the bylaws are silent and the majority vote requirement in RONR controls, a vote of 6 to 5 would mean that the motion carried. However, as Dr. Kapur pointed out, it is important to know exactly what your bylaws say in that regard. If the bylaws require the vote of a majority of the entire board, then the motion failed. A slight difference in the wording can make a big difference in the vote required. A verbatim quote from the bylaws would be most helpful in that regard.

Your by laws should specify what officers and directors your organization should have. There is no need to attach a separate list of who holds those positions to your bylaws and I would not suggest doing so. Also, electing any officers other than those listed in the bylaws would be of no effect. i’m curious: why do you think it would be a good idea to list the officers and directors as an attachment to the bylaws? Perhaps I’m missing something.

I concur with Mr. Honemann‘s interpretation and with the rest of his answer above.

No. What happened next? Did the meeting continue, did the chair declare it adjourned, or what?