Richard Brown

Tammy, I'm afraid your question is as much or more a legal question then it is a parliamentary one and is probably outside the scope of this forum. We do not give legal advice. As to the Parliamentary issues, and especially the issue of what it takes to have a meeting of the membership, whether regular or special, the answer is more likely to be contained in your own bylaws and governing documents and state law than in Robert's Rules of Order. Your situation is rather complex with several issues and you could probably benefit most from the services of a professional parliamentarian. The National Association of Parliamentarians and the American Institute of Parliamentarians, which are the two national parliamentary organizations, both provide referral services for credentialed parliamentarians. Both organizations have websites. The National Association of Parliamentarians is the larger of the two organizations and probably has a more useful website. If you can provide us with the exact language of your bylaws regarding the annual meeting of members and also the calling of special meetings, we might be able to provide some help. It will also help if you can clarify exactly what it is you want to know. There appear to be lots of irregularities in what you have described, most of which is probably water under the bridge at this point.

She does not have to move to amend the agenda if you are following the rules in RONR . However, she does have to make a motion to do whatever it is that she is proposing. While in new business, and after the items listed on the agenda have been disposed of, the member would simply say, after being recognized, "Mr. Chairman, I move that we paint the clubhouse red" or to do whatever it is that she wants to propose. If someone seconds her motion, you are off and running. It is improper to discuss something without a motion first having been made. It would technically require a suspension of the rules to simply discuss something when there is no motion pending. Is that what your member wants to do? Partly because of that rule, some organizations have the topic "For the Good of the Order" as the last item in their order of business. Discussion of something without a motion having been made would be appropriate at this time. Does that help? If you still have a question about it let us know!

I cannot follow what happened well enough to even begin to weigh in. To add another couple of questions, I'm especially curious as to exactly when and by which body your officers and board members were elected. Was it at the convention? At a meeting prior to the convention? And do I further understand that the board met and took this action to remove the president during the convention rather than after the convention had adjourned? We really need a lot of clarifications!

I agree. if I was the member who was about to intentionally cause the loss of a quorum by leaving, I would first try to find a member who will raise a point of order as to the lack of a quorum once I leave the room. Failing that, I would probably raise a point of order that I am about to leave and there will not be a quorum once I walk out the door. And then walk out. I acknowledge that doing that is not really "according to Hoyle", but it should certainly get the point across to the chairman and to all of the members that the assembly will lose its quorum in the next few seconds. Those members remaining will be hard-pressed to try to argue later that they did not realize the assembly had lost its quorum.

Unless you have a rule or a custom to the contrary, items of new business are not normally listed on an agenda. However, assuming that you do list individual items of new business on the agenda, it requires a majority vote to amend a proposed agenda prior to the time it is adopted. Once the agenda is adopted, it requires a two-thirds vote (or unanimous consent) to amend it. I want to emphasize that if you are following the rules in RONR items of new business can be introduced by any member during new business regardless of whether those items are listed on the agenda.

No, that is not a proper use of the motion to table. There are two reasons. First, if the intent is to postpone the elections until another meeting, the proper motion should be a motion to postpone definitely, not a motion to table. The intent is to postpone the election till another meeting, not just to lay the elections aside temporarily while more pressing business is taking up. It should properly be phrased as a motion to postpone to a definite time. The second reason that it is not a proper motion is that page 185 of RONR says that a matter that the bylaws require to be taken up at a certain meeting, such as the annual meeting, cannot be postponed in advance of the meeting. The motion to postpone the elections would not be proper until the day of the election meeting and the elections are actually the pending item of business. However, what is not clear is that I cannot tell whether your bylaws require that the elections take place at the October meeting or if there is some lesser rule which requires it.

I agree that a motion to postpone something beyond the next regular meeting is out of order. However, it is my understanding that if a motion is none-the-less postponed to a meeting too far away, it is deemed to have actually been postponed merely to the next meeting, at which time it can be taken up. I don't think the statement about the effect of adopting a motion to postpone a motion beyond the next regular meeting is contained in RONR, but I believe it is the consensus of several regular contributors to this forum and, I believe, of at least one member of the authorship team as well.

Ah, yes, so it is. I had forgotten that part in the midst of all the discussion about the effect of making a motion "to postpone" without any indication of whether it is to be a definite or indefinite postponement. Thanks!

Oh, I agree. And that is why the chair should have determined the maker's intent and put the motion in its proper form. But, since the chair did not do that, and it was processed as a motion to "postpone" with no definite time set, what is the effect of having admitted it and adopted it without a "date or time certain" even having been mentioned? It would have required a timely point of order and one was not raised.

In all of the 716 plus pages of RONR you will not find a single reference or even a hint that motions should be somehow "run by" committee chairs prior to making the motions at a meeting of the assembly. btw, I refer to 716+ pages of RONR because although it has 716 numbered pages, it has almost 100 additional pages in the way of introductory material, charts, tables and lists. There are 48 pages of charts, tables and lists alone. I also have never seen such a suggestion in any of the many other books I have on parliamentary procedure. Not once. Out of many thousands of posts I have read on this forum and its predecessor forum over the years, yours is the very first time I have seen anyone make a complaint such as yours. Note: There is one notable exception in RONR: That is primarily for conventions (usually large conventions) which often have a rule that certain types of resolutions and motions (such as proposed bylaw amendments) must first be submitted to the appropriate committee for consideration prior to being submitted to the delegates for consideration. But, that is only where there is a rule requiring it. An organization such as yours could also adopt such a rule, but in the absence of such a rule, the proper way of having a motion submitted by a member is the way we have all been attempting to describe to you. That isn't just Robert's Rules: Its the rule and procedure in every book on parliamentary procedure with which we are familiar.

But in what way would board members be "heading up" a general membership meeting? The board, as a board, is not even present at general membership meetings. Any board members who are present are almost certainly present by virtue of being a member of the assembly, not a member of the board. Over the course of several years of reading posts on this board and on its predecessor board, I have learned that it is not unusual for the officers and board members of some organizations to begin to act like they actually run and control the membership meetings... and the members willingly go along with that. Sometimes the board members even sit together at a table at the front of the room as if they are some kind of overlords. However, unless the bylaws specify otherwise, board members at a general membership meeting have no more authority than the "regular" members. They are all equal at membership meetings. Receiving reports from board members, just like receiving committee reports, is rather common and should not be construed as "running" the meeting. They are merely giving reports. In your case, I bet your chairman of the board is probably the president of the organization or the bylaws specify that the chairman of the board shall preside at general membership meetings. That is common and is a far cry from letting the board members "run" (or head up) the meeting. The board members are there as general members except in the very limited sense that some of them may give reports on behalf of the board and officer reports, such as the treasurer's report. That is no different from a committee chairman giving a committee report.

Well, if it is not a motion to postpone definitely, then what kind of postponement is it? According to RONR, there are only two types of postponements. To postpone definitely and to postpone indefinitely. If it isn't one, it must be the other. It seif ems to me that if the postponement is not to a definite time, then it is indefinite. Edited to add: I want to reiterate that I think it is incumbent on the chair, when a motion to "postpone" is made without specification as to the length of the postponement or whether it is an indefinite postponement, to ascertain from the mover what his intent is and to phrase the motion to postpone correctly.

The answer to your question quite likely depends upon your own bylaws. We need more information. For example, what do your bylaws say about nominations and elections? Exactly what do they say about a nominating committee? What, if anything, do your bylaws say about nominations from the floor? What, if anything, do your bylaws say about write-in candidates? Exactly what do your bylaws say about the nominating process? Is absentee voting or voting by mail permitted or does all voting take place at a meeting? Last, what do your bylaws say about filling vacancies?

I don't disagree. However, it is my understanding that if a motion to postpone is made, with no specification as to the length of postponement or what type of postponement it is, then it is a motion to postpone indefinitely. And, we all know what an indefinite postponement does to a motion: It kills it. It is therefore incumbent upon the chair to get the member who moved to postpone to clarify his intent.

Please elaborate upon what you mean by the statement that the new business falls under the content area of the committee chair. Unless your bylaws or special Rules of Order contain some unusual provisions, bringing up new business when the new business section of the order of business has been reached is the normal way of introducing new business in an assembly. If the motion which was made properly falls under the jurisdiction of a standing committee, the board would then refer that matter to the committee. Either your organization has some unusual rules or you do not have a proper understanding of how new business is normally brought before an assembly.. It will help us to help you if you will give us more information as to what your concern is and what the nature of the motion was.

You are correct. Minutes should contain mainly a record of what was done, not what was said. Those comments that you referred to do not belong in the minutes.

I agree with the response by Josh Martin, but I am going to quibble a bit with your statement that I have quoted above. When we say that bylaws amendments become a part of the bylaws immediately upon adoption, we mean to use the word immediately to mean just what it says, meaning that bylaw amendments take effect instantly upon adoption, not at the end of the meeting, unless a later date or time has been specified. So, if you are adopting a series of bylaw amendments, each amendment takes effect immediately upon being adopted, one after the other.

In Chapter XX of the 11th edition of RONR. It is 26 pages of very detailed procedures regarding discipline. If your bylaws contain different provisions, you follow your bylaws. But, if your bylaws are silent, at least in certain pertinent areas, you should follow the procedures set out in chapter XX. That chapter walks you through a proper disciplinary process, step by step, in almost excruciating detail, and tells you what you can and cannot do.

No. Yes, although unless your bylaws say otherwise, the vice president becomes president for the remainder of the term, not just until an election can be held.

Here is a bit more information about the difference between a "majority" and "51%": Assume you have 200 members present. A majority (more than half) would be 101 members, but 51% would be 102 members. Likewise, if you have 99 members, a majority would be 50 members (or votes), but 51% would be 51 members (or votes).

According to RONR, a member need not be present for election nor must he consent in advance nor must he verbally (or in writing) accept. It may be advisable, but it is not required. Per RONR, any member can be nominated or elected (write in ballots must be permitted unless your bylaws prohibit them). If he is present when elected, the election is final unless he declines. If he is not present, and has not previously consented to serve, his election becomes final when he is notified of his election unless he immediately declines to serve. Here is the precise language from page 444 of RONR: TIME AT WHICH AN ELECTION TAKES EFFECT. An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election. If any type of absentee voting or nominating is to be permitted, it must be expressly authorized in the bylaws. Voting by mail is a form of absentee voting. The portion which I have highlighted is problematic. A majority means, simply, "more than half". It is not 50 percent plus one or 51 percent. When your rule specifies "a majority (at least 51%)", it is making a contradictory statement because a majority is NOT 51 percent. It will be up to your organization to interpret that provision and to decide whether the rule means "majority" or "51 percent". I suggest your organization amend its bylaws to clarify that issue. Just remove the 51% language. I also note that according to your bylaws the vote must be based on the members PRESENT rather than the usual "present and voting". And that presents still another issue because of the wording used in your bylaws. If the intent is that in order to be elected a member must receive the votes of a majority of the members present, use that language: "To be elected, a candidate must receive the votes of a majority of the members present". If the intent is to require a regular majority vote, use this language: "To be elected, a candidate must receive a majority vote" (or "a majority of the votes cast"). The language in your bylaws about the vote requirement is very confusing and contradictory.

What happened isn't exactly "according to Hoyle", but it is what it is. I think that in the minutes for that meeting I would say, simply, that "upon motion of Member Jones, the approval of the minutes of the June meeting was postponed until the August meeting". That is the gist of what happened and is all that needs to be said. I suppose that instead of saying "upon motion of Member Jones. . .", you could say simply that "Approval of the minutes of the June meeting was postponed until the August meeting". As Mr. Katz said, there is no need to get into all the business of who said what, who was told to do what, or what someone plans to do at the next meeting. Not only is there no need to, it would be inappropriate to do so. The more detail you try to put in about who said what or who is to do what, the more quibbling there will be over just exactly who said what. None of that goes in the minutes.

The problem, as I think you understand now, is that a motion of censure carries absolutely no penalty but is merely a statement that "we disapprove of something you did". When the assembly went on to impose restrictions and suspensions, it was imposing punishment, something you cannot do with a motion of censure. The assembly went far beyond censure that is why organizations should not even think about imposing any kind of punishment on a member without providing due process, which includes at a minimum notice and a hearing and the right to defend oneself. Reading and following the provisions in chapter XX of RONR is probably the best way to do that. Otherwise, an organization and its members may find themselves in court over what they did. The failure almost 30 years ago of an organization that I was a member of to provide basic due process to a member before expelling him from membership, against my advice, is the very reason that I made the decision to become an expert in parliamentary procedure in general and in disciplinary matters in particular. The action of the club in expelling the member had financial repercussions to the member and wound up landing the organization on the wrong side of a lawsuit. When it comes to d discipline, you had best dot the I's and cross the t's.

I think it's not clear what type of meeting this was. Like Mr. Novosielski, I believe our Guest is referring to a general membership meeting or perhaps a board meeting at which he was giving a committee report. We do need for our guest to clarify.