Richard Brown

@Tomm I agree with Dr. Kapur and Mr. Novosielski that the provisions in RONR that a person who has served more than half a term in an office is considered to have served a full term is not a suggestion but is a rule.

Guedt Amber, I agree with Mr. Honemann and Mr. Novosielski. You appear to have customized rules regarding the preparation and use of an agenda. I told you what the provisions are in RONR regarding the adoption of an agenda. However, if you will quote for us EXACTLY what your rules say regarding the preparation and use of the agenda we might be able to help you further. However, we need the EXACT language as stated in your rules — please do not paraphrase.  II there are no written rules on the subject, but this is instead a custom, then please tell us that as well.  It will make a difference.

I am really not able to understand everything the original poster is telling us or asking. I think I do understand one question, that being whether a member who resigned from a committee can be reappointed to that committee. If that is one of the questions, then I agree with Mr. Katz that a member can be reappointed to a committee that he had resigned from earlier.

I don’t understand enough of what the original poster is saying and asking to comment on anything else at this point. 

I agree with my colleagues, but it will still be helpful to know EXACTLY what the bylaw say in this regard. Can you post the exact verbatim language that is in the bylaws regarding in having to be present at the time he is nominated? Please post the provision exactly, don’t paraphrase.

What do you mean by

On 7/9/2024 at 5:06 PM, Guest EBSimpson said:

I am being told that I am required to have a call to the audience (as we do in our regular meetings

What do you mean by a “call to the audience“?

On 7/8/2024 at 7:54 PM, Rob Elsman said:

Thank you.

Since you are not a member of the board, you are an invitee and guest if you are allowed to attend the meeting of the board at all. Unless you are invited by the board to speak, you are confined to the role of a quiet spectator. You do not plea. You do not make any disturbance at all.

It is (probably) true that you are present as a guest of the board and have no right to speak unless the board or the rules grant you that right, but you do have the right to contact or approach board members outside of the meeting to discuss your concerns and to "lobby" for your position.  I imagine you already know that.

On 7/9/2024 at 1:26 PM, Guest Amber said:

Ok, so just for clarification - there is no guidance in RONR concerning whether agendas can be modified prior to the meeting after it has been distributed to the group?

 

  When the agenda is up for approval at the meeting, members may propose changes to it.  Those proposed changes can be adopted by a majority vote (or unanimous consent) before the agenda is actually adopted.  It usually requires a majority vote to adopt the agenda.  Once the agenda is adopted by the assembly, changes to it require a two-thirds vote or the vote of a majority of the entire membership (or unanimous consent).  Note:  Those are the rules (in brief) that are in RONR (12th ed.) 41:61-63.  Any customized rules that your organization has regarding the use and adoption of an agenda supersede the rules in RONR.  It might be that your rules give the president the sole authority to set the agenda.

This is a duplicate post, except for the last paragraph and we need more information about the first paragraph before we can answer this question

Guest, William, I do not understand what you anre asking either, and I also don’t understand what you mean by some of the terms you used. Can you be a bit more explicit?  For example, what document or documents are these “procedures“ in?

On 7/8/2024 at 5:29 PM, Inquisitive Secretary said:

I'm at a loss as to how to get the board back on the right track.

Agreeing with Dr. Kapur, buying the board members a copy of RONR or RONR In Brief might prove helpful, especially if combined with one or more training sessions.

On 7/8/2024 at 7:12 PM, Guest Jason Kahl said:

A bylaw is not presumed correct here,

No, a bylaw provision contained in the bylaws which are part of the Secretary's records is indeed presumed to be correct.  Perhaps you are referring to a proposed bylaw provision or something else, but the bylaws contained in the secretary's records are presumed to be correct.  That presumption, however, is a rebuttable presumption and can be declared invalid or null and void if properly challenged.

On 7/8/2024 at 7:12 PM, Guest Jason Kahl said:

a change can be done by the will of the submitter without explanation,

Unless you have VERY unusual bylaws, bylaw changes can be PROPOSED by any member, but must first be adopted by the assembly or proper body and must be subject to debate.  Unless you have VERY unusual bylaws, one person cannot arbitrarily changed "at the will of the submitter without explanation".   You yourself even admitted that the proposed changes must be adopted in order to become part of the bylaws.  Also, once a proposed bylaw amendment is on the floor for consideration, it is no longer "the property" of the member who proposed it but is the property of the assembly and the assembly must approve any changes.  The "submitter" cannot change it at will once it has been moved and seconded and stated by the chair.

On 7/8/2024 at 6:31 PM, Rob Elsman said:

A good starting point might be a good review of the entries in the index under "Ratify".

So are you saying that people with parliamentary questions should not come here and ask us a question but instead they should simply search the forum? Really?

How about trying to answer his questions rather than telling him, in essence, “I’m sure you and your organization have the means to find the answer to this question“?
 

Answering parliamentary questions is, in fact, the reason the forum exists.

Guest Jason, I’m not really sure what your question is, but I think it is safe to say that your bylaws say whatever it is they say, and that it is ultimately up to the membership of the organization to interpret it’s bylaws. I think they are indeed presumed to be correct until a Point of Order is raised that they are not correct. Even then, the presumption is probably that they are correct and the person challenging them must prove to the satisfaction of the chair or the assembly that they are not correct in some fashion.

can you be a bit more specific as to exactly what you mean and why you are asking the question?

On 7/8/2024 at 6:23 PM, Rob Elsman said:

I am not well enough versed on the facts involved, but I am fairly certain that the body has the necessary parliamentary procedures at hand to proceed toward the proper answer.

Based on the history of Tomm’s questions I would not be so sure of that.

On 7/8/2024 at 4:42 PM, Tomm said:

Can a different board still ratify a decision made 3 years ago?

Yes. 
 

On 7/8/2024 at 4:42 PM, Tomm said:

Since the business was never ratified, and the meeting null and void, can, with permission of the board, be allowed to serve out her remaining 2 years, 6 months?

 

That is a harder question to answer, and I’m not sure of the answer. However, I do not think it was the meeting that was null and void, but rather the action which was taken without the required previous notice.  Based on what we have been told, that action was the vote to remove the Director.

Alhough I believe the vote to remove the Director can still be ratified, I think it is perhaps a moot point and might be better left alone now

I would also point out that since the Director who was removed served less than half her term, unless your bylaws have unusual wording, she is still eligible to serve another full term regardless of whether her removal was invalid. I think the better course of action might be to raise a point of order that her removal was invalid, and then hope that the chair (or the assembly on appeal) will rule that the removal was in fact invalid and that the Director is eligible to serve another full term. I do not believe that just “putting her back in office“ for another two years and six months is feasible.  Among other problems, I would imagine there are no vacant spots on the board for her to take. Her removal should have been challenged back at the time it happened rather than waiting three years.  If her term had not expired, and if it had not been filled by someone else, it might have been possible to reinstate her, but I di not think that is possible or feasible now.

Finally, ratifying, her removal will not, in my opinion, accomplish what you want to do. It will confirm that her removal was proper. It seems to me the point you are trying to make is that her removal was improper. Even assuming that it was improper, it requires someone making a Point of Order and a ruling of the chair or of the assembly on appeal to actually rule or declare that the removal was null and void. It doesn’t “just happen“ because you think it was null and void.

If you were voting to rescind or amend the previous motion approving the contract, perhaps. However, that is not what you will be doing. You will be raising a Point of Order that the vote was invalid because of an ineligible person voting, which could have changed the result.  You are not voting to amend or rescind the vote approving the contract.

Edited to add: I will add that the chair may or may not declare the vote to be invalid and on an appeal the assembly might or might not uphold the ruling of the chair. Just raising a point of order that the vote was invalid does not mean that that is the way the chair will rule or the way the assembly will vote on an appeal.

I agree with the comments above by Mr. Novosielski and would add only that some organizations do attach a copy of the treasurer’s report to the minutes, but the actual report itself should normally not be included in the minutes. The same is true for other committee reports. As Mr. Novosielski stated, reports are normally placed on file and do not need to be included in the minutes. Each organization is free, however, to determine what items should be included in its minutes. See RONR (12th ed.) §48:3. 

Guest Denise, we need more information. Tell us more about the organization and the problem. Which body is unable to make quorum?  The general membership? The board of directors? The executive committee?  

What is the quorum requirement and how close are you to achieving it?

Who has the authority to amend your bylaws?  (Which body)? 

A motion cannot be postponed beyond the next meeting, but at that meeting can again be postponed till the next meeting. That can be done at meeting after meeting if the assembly keeps voting to do so. 

Section 1:4 of RONR,12th ed.

Edited to add:  Here is the full text of section 1:4:

“A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings. Some organized societies define additional classes of “membership” that do not entail all of these rights. Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified. Such members are also described as “voting members” when it is necessary to make a distinction.”

 The short answer is that you can do it without amending the bylaws, but only through disciplinary proceedings.

On 7/5/2024 at 5:37 PM, alondonb said:

A motion was moved and seconded, but no discussion was had because the meeting ran out of time. The motion was left on "Unfinished Business" to be addressed at July's meeting. Now the chair has been informed that the mover of the motion will not be able to attend July's meeting.

How is this motion handled according to Robert's Rules? Does the motion get postponed until the mover is able to attend? If so, who moves this postponement if the mover of the motion is unable to attend?

No, the motion does not automatically get postponed. The member who made the motion need not be present. When the assembly reaches unfinished business in the order of business, the chair should announce that the next item of Business is the motion to do XYZ that was postponed from the last meeting (or that was pending when the meeting adjourned).. The motion was made at the last meeting and does not need to be made again, but rather the chair will state the motion as the  pending business before the assembly. The secretary can read the motion if necessary. The motion can be debated and amended just as it could have on the day it was introduced. The only difference is that the member who made the motion will not be there to speak on its behalf, but other members can.

In other words, it depends on your bylaws and how much power they give to the board and to what I assume is your executive committee. The EXACT wording is very important.

I don’t know what you mean by “the Executive“. Do you mean the chief executive officer? The executive director? The executive committee? I’m assuming for the purpose of this discussion you mean the executive committee, but it will help if you would use the proper terminology.

I agree with Mr. Katz. State law supersedes the bylaws and the bylaws supersede the provisions of RONR. We cannot tell you what your quorum number is without knowing how many members there are or what the total number of votes can be.. When they bylaws say the quorum is based on a majority of the members being present in person “or by proxy“, that means that every proxy that has been turned in causes that member to count as being present “by proxy” for quorum purposes. If 25 proxies have been turned in, then the 25 members who signed those proxies are considered present for quorum purposes. Such a provision is quite common in homeowner type associations. 

It’s important to keep a couple of things in mind, though. First, voting power may not be based directly on one man equals one vote. In homeowner associations, sometimes each unit is allowed one vote. If a unit has two owners, say a husband and wife, then the husband may get only a half Vote and the wife gets a half vote.  If one member happens to own three units, that member might be entitled to three votes.  Different homeowner associations and different state laws treat that differently.  So, in your case, it may not be correct to say that a majority of the members must be present. Technically, members representing a majority of the total possible votes of the association must be present. 

Another thing to keep in mind is that although state law supersedes the bylaws, many statutes governing corporations and homeowner associations include a provision that says “unless the bylaws provide otherwise . . . .”  That means the state law is a default provision that will control if your bylaws are silent, but if your bylaws do have a provision on that point, whatever your bylaws say will prevail.
 

On 7/5/2024 at 3:32 PM, mrakaaka said:

do we just stop recording minutes of that segment... or do we adjourn the meeting and then allow the attendees to speak?  

No, the “public comment.“ Is still part of the meeting, it’s just that the minutes normally don’t contain what people say. Minutes are a record primarily of what was done at the meeting, such as what motions were adopted. The minutes are not a record of what people said.