Richard Brown

Why is the corresponding secretary, rather than the recording secretary, "in charge" of the recordings of meetings? Also, if the board voted to retain the recordings and to pay the conference service to store the recordings, with no retention period having been specified, it seems to me that neither the corresponding secretary nor anyone else has the authority to arbitrarily delete the recordings. At a minimum, doing so would require board authorization unless the "recording and storage agreement" contains a previously agreed upon storage period or authorization for someone to order deletions. If any officer or member has deleted recordings without authorization, that would be grounds for disciplinary action against whoever is responsible.

I agree with Mr. Martin as to your ability to "end" a meeting. I also agree with Dr. Kapur as to exploring the option for you, as presiding officer, to control the muting of others and/or to keep your own phone unmuted. That might help you to maintain control. However, my my opinion on whether the vice president and another board should have access to the recordings of the meetings is a bit different from that of Mr. Martin. I do agree, though, that it is a grey area that might ultimately left up to the board as a whole or even to the general membership, especially as to the question of whether these recordings are "records" of the society. The society certainly has the right to adopt a policy or standing rule or special rule of order as to whether, and under what conditions, members shall have access to these recordings as long as that policy does not conflict with state law. (I mention that because the corporation laws of many states contain provisions granting members the right to inspect certain records of the corporation. Is your organization incorporated?) I think the key is whether the recordings of the meetings constitute "records of the society" as defined in RONR (or by state law) such that members (in this case, members of the board) are entitled to review them just the same as they can inspect other records of the society. In my opinion, these recordings, although certainly not minutes, constitute a record of the society and the members are entitled to inspect or listen to them. The fact that they are in the physical custody of the conference call service and perhaps even stored in a "cloud" somewhere is irrelevant. Records of the society are records of the society and subject to inspection and review by the members at reasonable times and upon reasonable notice regardless of where they are stored or who has physical custody of them. It is within the power of the secretary to grant access to them. The question is whether he must grant access upon request. That question, in my opinion, turns on whether they are the type "records" of the society as contemplated by RONR or, if your organization is incorporated, by your state law. I think the key is whether these recordings constitute records of the society that the members are entitled to inspect. On that issue, there will likely be disagreement.

Robert, do you have a copy of RONR? If not, I suggest you get one. If you do have one, I suggest you read chapter XX, the chapter on discipline and disciplinary procedures. About the only thing that RONR lets you do to a member without notice and a hearing and due process is the adoption of a motion of censure. And a motion of censure carries absolutely, positively no punishment, but is merely a statement that says, in effect, "we disapprove of something you did". That's it. No punishment. No suspension. Nothing. To do more than that requires following the disciplinary procedures in RONR or whatever disciplinary procedures are contained in your own bylaws.

do I understand that the society imposed this punishment upon him without affording him a hearing? Do your bylaws permit this? It certainly bears no resemblance to the disciplinary procedures in chapter XX of RONR.

Guest Ariana, what, if anything, do your bylaws say about special meetings of the board? As has already been pointed out, your board is not even permitted to have special meetings unless they are authorized in the by-laws. Also, calling it an emergency meeting doesn't change anything. An emergency meeting is just a special meeting supposedly held on a hurry up basis or because of some urgent situation. It is still a special meeting and is not authorized unless provided for in the bylaws. I would also caution you against getting too carried away with bylaw amendments at this time. Your membership will probably quite willingly go along with a minor change to clarify whether or not the immediate past president is a voting member of the board. But if you try to add a bunch of provisions on disciplinary procedures, the whole process may get bogged down, cause controversy, and ultimately fail. As guest Zev said, the disciplinary proceedings in chapter XX of RONR are probably adequate for dealing with any disciplinary problems that arise. If you are going to amend your bylaws to add disciplinary procedures, you need to be very careful and give it a lot of thought or you will create unintended consequences. One final suggestion that might help the situation with the immediate past president until you can amend the bylaws: a member can make a point of order that the immediate past president is (or is not) a member of the board and the he is (or is not) entitled to notice of board meetings and to vote at board meetings. The president will rule on the point of order. His ruling can be appealed to the assembly. It takes a majority vote to overturn the ruling of the chair. The decision of the assembly is final, at least until such time as the bylaws are amended or the issue is considered again.

As mr. Katz clarified in his post above, based on the language in your bylaws, removal in your organization is not automatic. I believe mr. Katz was simply pointing out that in his experience more organizations then not make the removal automatic. My experience, however, is different. I see it done both ways and cannot say which I think is more common. It is a matter of which procedure your organization prefers and specifies in its bylaws. I will point out that in those organizations which specify that removal is automatic after missing a certain number of meetings, it is not unusual for the board or the membership to immediately reappoint or re-elect the member to the same position from which he had just been removed.

I agree with Weldon Merritt. Your state law will almost certainly further define what is considered a conflict under state law requiring you to abstain or recuse yourself from certain matters. Any such laws would trump the provisions in RONR. It has been my experience that such laws are usually more restrictive then the provisions in RONR .

It means he has whatever rights, powers, and duties are specified in your Constitution and by-laws. RONR does not get into any administrative duties of the president or other officers. RONR is concerned only with those duties as they relate to conducting meetings. Any administrative rights, duties, and powers of the president must be spelled out in your own governing documents and rules.

I'm inclined to agree with Alexis Hunt in her post immediately above that a separate notice of each meeting is not required under the circumstances described. I think if I was the presiding officer, I would rule, like Mr. Harrison indicated he would probably do, that a point of order that notice was not properly given is not well taken. Let them appeal my ruling to the assembly if two members are so inclined. It's a close call.

Since this is a county council and involves the interpretation and effect of a county ordinance, I believe it is really in the nature of a legal question and is beyond the scope of this forum. I suggest you check with the county attorney. The rule referred to by Mr. Harrison is a rule stating that a point of order that a procedural rule, statue or ordinance was violated does not have to be raised at the time of the breach, but may be raised at any time during the continuance of the breach. However, I believe it is a question of law as to whether the failure of the county council to take a roll call vote as required by an ordinance affects the validity of the matter that was being voted on. I agree with Mr. Harrison that RONR does say that any such action would be null and void, but there might be other controlling ordinances or statutes or case law or attorney general interpretations to the effect that failure to conduct a roll call vote does not invalidate the action taken.

See pages 459 and 460. It doesn't refer specifically to correspondence, but says the secretary shall make the minutes and records available for inspection by members upon request. From page 459: "To make the minutes and records available to members upon request (see p. 460, ll. 13–17)." From page 460: "Records of the Secretary. When written reports are received from boards or committees, the secretary should record on them the date they were received and what further action was taken on them, and preserve them among his records. It is not necessary for an assembly to vote that a board or committee report be "placed on file," as that should be done without a vote. Any member has a right to examine these reports and the record book(s) referred to on page 459, lines 13–16, including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary. The same principle applies to records kept by boards and committees, these being accessible to members of the boards or committees but to no others (but see p. 487, ll. 13–20). When a committee requires certain records for the proper performance of its duties, the secretary should turn them over to the committee chairman—after consulting with the president in any cases where he or she is in doubt. The corporation law of each state frequently provides for the availability of records of any group incorporated in that state. " If your organization is incorporated, pay particular attention to the last sentence of the quote immediately above.

Good question. I don't recall seeing it in the book. However, it seems to me that if the chair is in doubt and "punts" to the assembly, it would take a majority vote to rule that the point of order is well taken. I think that on a tie vote, the point of order would not be well taken. It seems the burden should be on those raising a point of order to convince a majority that the point of order is indeed well taken. A motion, for example, should not be ruled out of order unless found to be out of order by a majority vote. Others may disagree. We shall soon know!

Is this "committee" a committee in the usual sense of the word that reports to a parent body as described by Guest Zev above? Or is it an actual governing body (or separate entity), such as the State Central Committee of a political organization or "The Committee to Elect John Jones as Mayor"?

It's important to distinguish between an unofficial gathering or meeting of some members and an official meeting of the organization (or its board or executive committee). There is nothing wrong with an informal gathering or meeting of members as long as it is not considered an OFFICIAL meeting of the organization (or its board). If several members get together at a coffee shop to discuss strategy, it may be a meeting in the ordinary sense of the word, but that does not make it an official meeting of the organization (or of its board or a committee). In the parliamentary sense, gathering of some members at Mike's Coffee Shop or Joe's Bar might be called a "meeting" by its participants, but that doesn't necessarily make it an official meeting in the parliamentary sense of the word. A group of members getting together to discuss strategy is not the same thing as an official meeting for making decisions on behalf of the organization.

The report of the auditors is approved, but a treasurer's report should never be approved. If it is desired to refer a treasurer's report to a committee, that may be done, of course, per page 480, but that is not "approving" the treasurer's report. However, normally the auditors are directed to review all of the treasurer's records. I suppose a separate motion could be adopted directing the treasurer to make his records available to the auditors, but such a motion should not be necessary as that should happen automatically in due course. The important take away here should be that, contrary to what is a widespread custom, routine treasurers reports should not be "approved" at every meeting, but are merely placed on file and the treasurer is thanked for his report.

You may amend the bylaws to remove that requirement, but you may not suspend the bylaws to do something which they prohibit unless the provision is in the nature of a Rule of Order. A provision regarding eligibility for office is not in the nature of a Rule of Order and may not be suspended

When it comes to the minutes, you are partially correct, maybe even mostly correct. The chair calls for corrections, if any, and if there are none or if the corrections are adopted, when there are no more corrections he simply declares that the minutes are approved. There is no vote taken on approving the minutes. The only time a vote is taken is when there is a disagreement as to whether a certain correction should be made. The treasurer's report, on the other hand, is never approved. A motion to approve it is out of order. The treasurer's report is merely placed on file. After the treasurer gives his report, whether it is written or verbal, the chair thanks him for his report and then moves on to the next item of business.

Please note the use of the word normally. We have been told many times by the authorship team that the use of language similar to that used in the quoted provision is not intended to mean that that is the only way something can be done. Also, please note that I am not saying that it is permissible for more than one member to be the mover of a motion. I am saying simply that there is no express prohibition against it. In my opinion, a statement of the way something is usually or customarily or normally done is not an iron-clad rule stating that that is the only way it can be done.

In my own city council, as with the state legislature, it is not unusual for more than one member to actually sponsor or submit a piece of legislation. however, when the item is taken up, one member actually moves its adoption and is treated as the primary sponsor. I'm not aware of a rule in RONR that specifically prohibits more than one member from actually being the mover on a motion, but I don't think I have ever seen it done. Stay tuned.

RONR contains no provision for the chairman or president to cancel a meeting. Any such provision would have to be found in your own bylaws or in controlling state law. As guest Zev pointed out, if enough members to constitute a quorum show up at the meeting, they may nonetheless proceed to conduct business just as if no cancellation had been attempted. However, as a practical matter, in most organizations when the president or chairman issues a notice that he has canceled a meeting, the others willingly oblige and the meeting is effectively canceled.

I find this topic fascinating. It is something I have wondered about and wrestled with many times, so I'm hoping for a little resolution as to "how much bylaw detail it takes to override Chapter 20 of RONR". It has been my experience that most bylaws which address discipline don't provide for a complete disciplinary process, leaving members and parliamentarians to ponder the extent to which the rules and procedures in chapter 20 still apply.

Susan Clark, why do you ask the question? You must have a particular circumstance in mind. Fractional voting usually occurs only in corporations and sometimes with homeowner associations. Those situations are always defined either in the bylaws or state law. RONR (Robet's Rules) does not provide for it at all.

Mr Rembert, as Dr. Kapur just pointed out, there is a difference between requiring MEMBERS to be residents and requiring that OFFICERS be residents. RONR does not require that officers be members. So, the question is, "Do your bylaws specifically require that officers be members of the organization or residents of the facility?" If not, then officers do not have to be members or residents.

I don't know about making additional nominations during the "Good of the Order" portion of the meeting, but I suppose nominations can be re-opened to do so. Regardless of whether it is technically proper, I do'n't see a need to be overly technical. As to how to find a secretary, have you tried just nominating somebody (or more than one person) and then electing one of them? Someone could actually be elected by means of a write in vote regardless of whether there are official nominees. A vote of 1 to 0 is enough to elect! And it can be done by acclamation if there is only one nominee. Often people won't volunteer for a position, but if they are actually nominated and elected, they happily agree to serve. In fact, you can elect a resident as secretary, but have someone else volunteer to do most of the actual work as an "assistant to the secretary". With regards to Chris Harrison's suggestion to hire someone or to find someone's child or grandchild to serve as secretary, that might be a very workable solution. My mother in law lives in an "independent living center". They have a very active support group composed of children and grandchildren of residents and members of the community. There are quite a few children and grandchildren, like my wife, who are always willing and even eager to help out when there is a need. My wife has become a regular fixture there, as have many other children and grandchildren. I think with a little creative thinking (and a possible bylaws amendment), there is a way to solve your predicament. Edited to add: If your bylaws require that the secretary be a resident of the facility, consider an amendment to eliminate the requirement that the secretary (and perhaps other officers) be a resident.

Responding to comments by Guest Zev and Atul Kapur, I don't read the bylaw provision granting the Board the power to remove officers with or without cause as being an exclusive grant of power to the board, but I do suppose that could be a matter of bylaws interpretation. However, I don't think the membership automatically has that same right, namely to remove an officer with or without cause by majority vote. I think the membership can still remove an officer, but only by following the disciplinary procedures in RONR required when the bylaws don't provide that an officer serves "or until a successor is elected". So, I interpret the provision at issue as granting the board the power to remove an officer with or without cause by the vote of a majority of the board, but the membership has the power to remove an officer only by following the disciplinary proceedings set out in RONR for removal for cause. Note: The quoted bylaw provision says that an officer may be removed " with or without cause by vote of a majority of the members of the Board". If we were to assume (which I do not do) that the membership has that same authority, attention must be paid to the phrase "vote of a majority of the members of the board". That would mean that it would require the vote of a majority of the entire membership for the membership to remove an officer, not just an ordinary majority vote.