Richard Brown

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.

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!