Richard Brown

This is entirely up to the board of directors or perhaps to the membership if the membership desires to direct that the minutes of the board meeting be read to the assembly. As a practical matter, it seems that it would be rather unlikely that the board minutes would have been completed if the board meeting took place only moments prior to the general membership meeting.

I agree with the response above by Mr. Martin, but would add that if this action was taken without a meeting, I do not think that a motion to reconsider would be appropriate unless this organization's own rules provide for the use of such a motion when action has been taken without a meeting. I agree that the motion to rescind or amend something previously adopted is the proper motion to use to make a change in the third meeting date.

Adopting a Special Rule of Order requires either a two-thirds vote of those present and voting if previous notice has been given or, if previous notice was not given, the vote of a majority of the entire membership. A Special Rule of Order can be adopted without previous notice but it would require the vote of a majority of the entire membership. The vote of a majority of the entire membership means exactly what it says: more than half of the entire membership must vote Yes. Explanations of the various vote thresholds are explained very thoroughly in RONR. Note: the term majority of the entire membership refers to the entire membership of which everybody is doing the voting. It might be the membership of the organization as a whole, or the entire board of directors, or the entire executive committee if this organization has such a smaller body. If you are referring to board action, it would be a majority of the entire board, not the majority of the entire membership of the organization.

I think that is the key to the confusion here. Apparently, this organization has certain management officials who have the authority to take certain actions on their own and to direct other employees. Any such action is administrative in nature and has nothing to do with parliamentary procedure and is not action taken at a meeting of a deliberative assembly. It is simply a manager or supervisory official directing that certain action be taken. If it is within the scope of his authority, fine. If it exceeds the scope of his authority, he can be subjected to appropriate discipline.

In my previous response, I was under the impression that the motion which the chair wanted to introduce was a motion to rescind or amend something previously adopted. Such a motion would not ordinarily require previous notice unless the intent was to adopt it with a majority vote rather than a two thirds vote or a vote of a majority of the entire membership. However, since this is a special meeting, previous notice of the motion is required regardless of whether it is a motion to rescind or amend something previously adopted. Since it is a special meeting, notice of the intent to make the motion must be included in the call of the meeting.... not simply included on the agenda which gets mailed out several days later.

I agree. That is the way I interpret the rule, also.

It appears to me that SAILORMAN believes, and has believed from his first post, that merely including a motion on the agenda constitutes actually making the motion. That is not the case. An agenda, whether formally adopted or just a slip of paper the chairman is using to keep from overlooking something, is nothing than a list or schedule of the items of business that the chair expects to come up. If Item # 14 on the agenda says "Motion to rescind last months motion to paint the clubhouse", that entry is nothing more than a reminder that at that point in the agenda it is in order for someone to actually MOVE to rescind last month's motion to paint the clubhouse. Someone actually has to MAKE the motion to rescind the previously adopted motion. Merely having it on the agenda does not constitute making the motion. When that item is reached on the agenda, if nobody actually moves to rescind the motion adopted last month to paint the clubhouse, then the chair simply moves on to the next item on the agenda. He might ask, "is there a motion regarding the clubhouse?", but if his query is met with silence, then obviously nobody wants to make such a motion and the chair must move on to the next item, unless he wants to turn the chair over to the vice-president and make the motion himself. Regardless, in order for the assembly to consider whether to rescind last month's motion to paint the clubhouse, somebody at this meeting must actually make the motion. If no one makes the motion, there is nothing to consider and the chair moves on to the next item of business. Edited to add: If this is a small board operating under the small board rules, then the chair himself can make the motion, but the motion must still be made by someone. Having it on the agenda does not constitute making the motion.

I agree and that has been my thought from the beginning. I don't think the rule as stated in RONR can be applied only to the president.

As I stated in a prior response to guest Zev in this thread, listing an item in the agenda, even if sent out in advance of the meeting, does not meet the requirement for giving previous notice of a motion as required by RONR for the purpose of lowering the vote requirement. It is conceivable that under certain circumstances such a notice in the agenda might suffice, but that would be most unusual and rather unlikely and I do not not believe it is sufficient in this case based on everything we have been told. The agenda was apparently sent out days after the notice or Call of the meeting was issued. Except in very rare circumstances, listing a motion to amend or resend something previously adopted in the agenda, even if the proposed agenda is mailed out in advance of the meeting, does not satisfy the requirement of previous notice based on the rules in RONR. I certainly do not believe it is sufficient in this case based on the new information provided by SAILORMAN.

I chuckled when I read that statement by Atul!

Yes, but the minutes are "approved", not "adopted"! Pages 354-355 and 473-475.

Oh, jeez, not you, too! Stop listening to Mr. Katz and pay more attention to General Robert! The good general says minutes are "approved", not "adopted"! 😉

Putting something on the agenda is not the same thing as giving previous notice of a motion and has no effect on the vote requirement to adopt a motion. The only possible exception would be if the agenda is included with and considered a part of the notice or call of the meeting. Merely having it on the agenda that is presented for approval at the start of the meeting does not constitute "giving notice".

Minutes can always be corrected prior to approval. That's the whole purpose of reading and approval of the minutes... to make corrections. All it takes is a majority vote , but corrections are usually made by unanimous consent. Minutes can also be corrected after they have been approved by use of the motion to amend something previously adopted. That motion requires a majority vote with notice or a two thirds vote or the vote of a majority of the entire membership without notice.

I don't know if those two members would be the total quorum requirement. It might well be one director from each of the two groups plus a certain number of other members. Such a requirement isn't that unusual. Requiring a certain number of officers is also common.

Betsy, are you in the same organization as original poster prdmry and is your question directly related to the situation she described? If not, please ask your question by posting it as a new topic, which starts a new thread. It gets confusing when we are answering more than one question even if they seem somewhat related.

I think the answer depends on exactly what the effect of the proposed change is from a fixed number to a percentage based on the current membership. If the result of the change is to keep the actual number of members necessary for a quorum the same based on the current membership, then I do not believe a change to a larger or smaller percentage would be in order. However, if the change from a fixed number to a percentage results in a larger or smaller number of members than currently required, then an amendment anywhere between the current fixed number and the number that the proposed percentage would result in would be within the scope of notice and would be in order. For example: Assume you currently have 100 members and your quorum is 25. If the proposed change is from a fixed number of 25 to 25 percent of the members, then the resulting number is the same and no floor amendment to change the percentage would be in order. But, if the proposal is to change the quorum requirement from 25 members to 30 percent, then a floor amendment anywhere between 25 percent and 30 percent would be within the scope of notice and would be in order. A floor amendment to change the percentage below 25 percent or above 30 percent would exceed the notice and would not be in order.

Stuck? I'm not so sure. Is there an obvious solution in RONR? Not that i'm aware of. But, my training as an attorney and by nature is to find a solution. I don't like "stuck". What's the alternative? The organization just withers away because of an inability to obtain a quorum? The members form a new organization with the same purpose? What about the money in the treasury? Does it just escheat to the state? I don't like those alternatives. I believe there is a way for the organization to carry on. I'll come back later after giving this some more thought and doing some research, but I think a solution might lie along the lines that General Robert suggested in his answer to Question 107 in Parliamentary Law and in the answer to Question 41 on page 25 of Volume 78, No 1, Fall 2016 Edition of the NAP's National Parliamentarian. That opinion is based on a situation I was confronted with and was submitted to the opinions committee on my behalf. First, though, I have a question for Guest Jim House: How and by whom (what body) are vacant director positions filled? Does the board fill its own vacancies? What is the exact language in the bylaws regarding filling vacancies on the board? Is it possible to just fill the vacancy?

Based on this latest information, it appears that the motion has been adopted and it is now too late to raise a point of order.....even if everything wasn't done exactly right. A timely point of order would have been necessary. The only remedy at this point is a motion to rescind the adopted motion by means of the motion to Amend or Rescind Something Previously adopted. That motion requires a majority vote if previous notice is given. Without previous notice, it requires a two thirds vote or the vote of a majority of the entire membership. Edited to add: Since a two thirds vote was necessary to adopt the motion, it may not be possible to rescind it with a majority vote. More information is necessary.

Agreeing with Dr. Stackpole, is only the board of directors authorized to amend the bylaws? Not the general membership?

I haven't. Edited to add: I believe NAP made Henry M. Robert III an honorary president at a convention a few years ago, but I never heard him referred to as am honorary "past president".

We don't know that to be a fact. I'm fact, the original poster clarified that the president was contemplating casting the deciding vote, indicating to me that the negative vote was known and it was known that the chair's vote could affect the outcome.

Nor am I.

I have a huge problem with the provision in your bylaws that I have bolded. are you sure that is what the provision says? If so, that means that the chair essentially has the final say and they'd even if his ruling clearly violates a provision of RONR (Roberts Rules) his erroneous ruling stands. If that is really what your bylaws say, that particular provision should be deleted as soon as possible.

Agreeing with the comment immediately above by Dr. Stackpole, I, too, would be asking to see this rule in writing and would be wanting to know where it is publicly posted and if it's not posted (or in a rule book somewhere), why not? Of course, knowing how college administrations operate, you are pretty much at their mercy even if they are screwing up. Has anyone with the administration actually produced a copy of this rule for you? Is is printed in some kind of rule book or policy manual that is available to the Student Government Association?