Richard Brown

Alex, we are reading a lot about your custom when it comes to board meetings. Perhaps it will be helpful if you want quote for us exactly, verbatim, what your bylaws say regarding board meetings, both regular and special.

I imagine the rationale is somewhat similar to the rationale which permits a limited number of general members to call a special membership meeting. I am not aware of any organizations, other than perhaps very small ones, which require that a majority of the members join in with a request to have a special membership meeting. There is almost always a specified number or percentage, significantly less than a majority, which is required to call a special meeting.

Agreeing with Mr. Honneman and Mr. Katz,There is no rule in RONR which permits any two members of a board to call a board meeting. The rule you are referring to applies only to committees. The requirements for calling a special meeting of your executive board should be and probably are spelled out in your bylaws. What do your bylaws say? Your organization may provide whatever requirement it wants to in it’s bylaws for calling a special Board meeting. You may, of course, require that a majority of the board members join in with such a call. However, for what it’s worth, it is much more common for bylaws to provide that board meetings may be called by either the chairman acting alone or, in the alternative, by a specified number of board members which is usually less than a majority. There is certainly nothing wrong, though, with requiring a majority.

Then, as others have already said, that is an outrageous theory. The only remedy may be to remove them from the committee and/or the imposition of other discipline. Expulsion from membership in the organization would be the ultimate penalty. See chapter XX of RONR regarding disciplinary procedures for more information. Discipline can range from simple censure to expulsion.

You can try quoting from page 48 where it says that immediately after the vote the chair announces whether the motion was adopted or failed. There is nothing anywhere in RONR to indicate that the date or time that an adopted motion becomes effective is anything other than the moment it is adopted. Everything else in the book supports that proposition. Edited to add; Perhaps I don’t understand the question. Are some members trying to claim that adopted motions are not binding and can be ignored?

Your answer will almost certainly be found in own rules, ordinances, charter or state law, not in RONR . It has been my experience that City councils normally have a segment of the meeting at which members of the public can make comments. Normally, ordinances are not considered during that portion. Each ordinance is normally taken up as it is reached on the agenda your rules may differ and should be followed. I think it is conceivable that some motion or resolution might be presented by an alderman from the floor as a result of such a discussion, provided that motions from the floor without notice can be taken up. That is something not addressed by RONR.

I agree. Edited to add: It sounds like someone may have moved to adjourn in order to avoid having to deal with the proposal. However, as Dr. Kapur said, if the proposal was before the assembly and being debated when the meeting adjourned, it should come up automatically at the next meeting as unfinished business.

Guest GDH, just in case you are having any doubts about Dr. Kapur’s response, I concur with his answer. It is too late now to raise a point of order that the secretary had no authority to make such a motion.

I believe the first answer in this thread, by Atul Kapur, correctly answers the question, assuming that new members are considered members from the moment they submit their membership application and pay their dues. If something else is required, such as approval of new member applications by the membership or a bylaw provision requiring a waiting period before new members can vote, that would change the situation. Edited to add: As Dr. Kapur correctly stated, members are entitled to vote from the moment they become members unless there is a bylaw provision to the contrary.

Yes. But if the report is made by another member, the reporting member usually makes the motion to adopt the recommendations.

No, not for just giving the report. There should be no motion to "accept" reports. Reports are given and then that is that unless the assembly is actually adopting the committee report as its own report. However, if the report contains a recommendation, then the chairman of the committee (or the reporting member) moves, on behalf of the committee, that the recommendations be adopted. No second is needed on a motion to adopt the recommendations contained in a report as long as the committee has more than one member. The rationale for not requiring a second to committee reports is that at least two people have already considered and agree to the recommendations... otherwise, they would never have been in the report.

Actually, a close reading of lines 3-7, especially lines 3 & 4, leads me to believe that if all of the members whose terms are expiring are reelected, no one actually leaves office and therefore unfinished business before the board would not fall to the ground. I’m putting particular emphasis on lines three and four which say, “Consequently, when the outgoing portion of the board vacate membership, . . . (emphasis added). It seems to me the provision about business falling to the ground would not be applicable when no board member is actually vacating membership. I believe that provision is rather ambiguous, but my interpretation is that if no member is vacating the board, then unfinished business does not fall to the ground. If the provision was worded differently and said, for example, “when the current terms expire, unfinished business falls to the ground“ my position would be different. Instead, though, the text talks about members vacating the board.

In the absence of the president and vice president, the secretary should call the meeting to order and then a chairman pro tem should be elected. Edited to add: I see that Atul Kapur correctly answered the question while I was typing my response

The way I read the language at the bottom of page 488 and the top of page 489 is that any routine change at all in the membership of such a board causes “all business not finally disposed of” (and not in the hands of a committee) to fall to the ground. The text explicitly excludes the filling of vacancies.

Well, I think whether it is a good thing depends upon the circumstances. Page 415 of RONR certainly gives no hint of it being a bad thing but rather a fairly customary thing. Many assemblies take up routine business and reports or guest speakers while the ballots are being counted. Other assemblies choose to be in recess while the ballots are being counted.

Agreeing with Mr. Huynh, one of the main reasons for having the tellers go to a separate room to count the ballots is that if there is a long ballot or many ballots to count, the assembly can be conducting other business while the tellers are counting the ballots. Edited to add: see page 415 lines 19 - 23 of RONR for more information on that point.

Guest due west, please post your question by starting a new thread per the instructions. Then we Will be happy to answer your question. Even though it may seem to fit in with an existing thread, we request that all new questions be posted as a new topic and a new thread.

And if the bylaws do make a provision for special meetings, they must be called as prescribed in the bylaws.

My dictation app hears a lot of strange nonsensical things ... or at least it thinks it does! 😎

I agree with Mr. Mahvash that there is no need for a double approval process and also no need to put a provision in the bylaws regarding approval of the minutes of the annual meeting. However, it is my opinion that it might still be wise to put such a provision in the bylaws for the simple reason that I have seen too many instances of annual meetings failing to adopt a motion providing for the approval of the minutes, with the result that the minutes go unapproved for a full year. This can be avoided by a provision in the bylaws which authorizes the board to approve the minutes unless a committee to approve the minutes is appointed at the annual meeting.

Do you really believe that everybody who comes here for help really reads the small print below everyone’s signature line and that there is no need to ever tell people to check their own rules?? 😂🤣😃 BTW, For whatever it’s worth, the blurbs below the signature lines do not show up when reading posts on my iPhone.

First off, committees don’t usually keep formal minutes. Instead, the chairman usually keeps notes of the proceedings. However, if your committee does keep form minutes, I would think the secretary would be the person to retain them, unless they are passed on from committee secretary to committee secretary. See page 500 of RONR for more on committee minutes.

i’m still waiting for an explanation as to where the three reading requirement is spelled out. Is it in the bylaws? A special rule of order? Custom?

Where does the three readings procedure come from? Is it in your bylaws? Your special rules of order? Custom? Nothing in RONR requires three or even two readings. Someone makes a motion, the motion is seconded, the motion is debated and possibly amended, and a vote is taken. It normally all transpires at the same meeting. So, based on the rules in RONR, it certainly sounds like a legitimate motion. However, your three reading process throws a monkey wrench into it and I don’t think we can answer your question without knowing more about that.

Rather than answering with an unequivocal “No”, I would answer: “No, unless your rules require noting which members are present at meetings”. RONR has no such requirement.