Richard Brown

Since the motion failed due to lack of a second, it should not be in the minutes at all. But, if you are going to leave it in the minutes anyway, I would say that "The motion failed (or died) due to lack of a second". But, again, it should not be in the minutes at all. Even though this is a board of less than 12 members, does it follow the small board rules? And are motions normally seconded? Even if the board utilizes the small board rules and the chair was in error by declaring that the motion failed for lack of a second, his erroneous ruling would have required a timely point of order to correct it. If no one raised a timely point of order, then his ruling stands and the motion failed due to lack of a second.

Yes, but it would require a two thirds vote because of the suspension of the rules. If this is the adoption of a bylaws Amendment or a bylaws revision rather than the adoption of the original bylaws, it would likely require a two-thirds vote anyway, depending upon the organization's bylaws. See page 266.

I agree with Dr Stackpole in part and disagree with him in part. The disagreement is minor. I agree that in order for the special meeting to approve the minutes of a previous meeting, notice of that must be included in the call of the meeting. The point that I have a minor disagreement is that RONR consistently and repeatedly speaks of "approving" the minutes, not "adopting" the minutes. It does not once refer to"adopting" the minutes. Therefore, I think the notice should include a statement that one of the purposes of the meeting is to approve the minutes of the specified previous meeting.

Here is a tip that should make a huge difference when searching the Forum. Once you enter the search terms that you are looking for, in the section right below where you entered the search terms, you have an option for system to search for "any of the Search terms" or for "all of the Search terms". The default setting is for the system to search for "any of your Search terms". However, using that default setting is going to get you way too many responses, most of which are not at all relevant. Therefore, before actually running the search, select the option for the system to look for results that include "all of your Search terms". Try that and let us know if it works better! Note: you have to change that setting every time you search. If there is a way to change the default setting, I have not found it.

How do you get "No" for an answer? Nothing prohibits the trustee from being elected to a full term after the expiration of the unexpired term. I am assuming, as did Chris Harrison and Joshua Katz, that the original poster is referring to being elected to a full term after first completing the unexpired term. If the original poster, Jim Anderson is talking about electing the member to a full term before he completes the unexpired term, then that is a different situation and I would agree with your answer. @Jim Anderson can you clarify what you have in mind? Are you referring to being elected to a full term after first completing the unexpired term or are you referring to being elected to a full term before completing the unexpired term?

The way I read the rule on pages 476-477 about officer's reports, it is more of a "should" rule than a "must" rule. Here is the text of the pertinent section: REPORTS OF EXECUTIVE OFFICERS. In addition to their annual reports, the president and vice-president from time to time may wish or need to report on their activities in connection with administrative duties. Such reports are usually for purposes of information only, but may sometimes contain recommendations calling for action by the assembly. In either case, the reports should generally conform to the rules [page 477] as to form, substance, and disposition that govern committee reports (51). Motions to adopt or implement any recommendations should be made from the floor by a member other than the reporting officer. I do agree with Mr. Katz that if an officer is also a committee chairman and is making a committee report, it is perfectly appropriate for him to make the motion for the recommended action on behalf of the committee. He is reporting in his capacity as a committee chairman, not as an officer.

The issue is not just handling any two offices simultaneously. The issue is serving as presiding officer and secretary at the same time. Did you read the entire thread I cited?

I actually mis-read Guest Linda's post and thought she was saying the group wants to follow Robert's Rules but that one member doesn't. I see now that I got it just backwards. But, I still think her group should formally adopt RONR, or, if they really don't like RONR,, then adopt some other parliamentary authority so that they can always look up a rule rather than to interpret everything on a whim and be subject to a presiding officer who does what he wants and nobody can point to a rule to say he's doing it wrong. A couple of possibilities that come to mind: First, this person might not actually know Robert's Rules that well and second, the group might unwittingly be pretty much following Robert's Rules without knowing it. And, I guess, a third possibility is that nobody else really knows what is in Robert's Rules so they are just afraid of it without knowing why. I do have a question for Guest Linda: What basis does your group use for deciding how to handle motions and what vote requirement is required? What about points of order? What about elections? Motions to postpone, close debate, etc? Appeals? Does the way things are handled depend on the whim of the presiding officer? Whatever.... if the group wants to keep doing what it has been doing, have at it. I have a hunch you are probably following Robert's Rules of Order and the common parliamentary law more than you realize.

The chair can always state that he is going to follow the rules in RONR (or whatever parliamentary authority he prefers) and can make his rulings based on that authority. If a member disagrees with the chair's decision, the member can appeal from the ruling of the chair (provided someone seconds his appeal). I agree with Dr. Stackpole that the best thing is for the organization to formally adopt RONR either by amending the bylaws or by adopting a special rule of order which specifies that RONR is the parliamentary authority. Suggested language for both methods is contained in RONR.

This what RONR says on page 17 about an organization which has not adopted a parliamentary authority: "Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority." A parliamentary authority, such as Robert's Rules of Order Newly Revised, may be adopted either in the bylaws or by way of a motion to adopt it as the parliamentary authority. Edited to add: Adopting a parliamentary authority by means of a motion would require the same vote as adopting a special rule of order. See page 15 of RONR.

For a rather lengthy discussion on the issue of whether the same person can serve as both chairman and secretary in an assembly, see the following thread. Although a member of the authorship team has opined that the answer is "yes", it does appear to be a matter of significant dispute... or at least lack of unanimity. I hope the next edition of RONR will clarify the issue with a more definitive statement than the current rule on pages 22 and 447. Regardless of whether it is permissible, I think all of the regulars on the forum will agree that trying to do so is a probably a very bad idea. Here's a link to the thread: https://robertsrules.forumflash.com/topic/7799-holding-two-seats/ Edited to add: I add that the corporation laws in some states appear to require at least a president and a secretary. Whether those laws permit one person to hold both positions is a legal question beyond the scope of this forum

A nomination does not require a second (unless your own rules require it), so it appears to me the person has been nominated and that there are no other nominees. However, you must still hold the election unless your bylaws contain a provision for the chair to declare a candidate elected if he is the sole nominee. Absent such a bylaw provision, you must hold the election. Nominations can always be re-opened and write in names must be permitted if the vote is by ballot unless prohibited by your bylaws. If your bylaws require election by ballot, a ballot vote must be taken even if there is only one nominee. Edited to add: See pages 431-432 in the 11th edition of RONR for more information

While I agree with the response above by GWCTD, I feel compelled to point out that what you described in the quote I posted above is a misuse of the motion to "Lay on the Table". It is a common misuse. What your assembly actually did, regardless of what it was called, was to adopt a motion to "postpone to a definite time". In RONR, there is no such thing as a motion to "table". The motion "Lay on the Table" is intended to set aside a pending matter temporarily in order to take up something that is more pressing. No definite time is set for taking it back up. It is usually with the intent of taking up the matter which was laid on the table later in the same session once the more pressing business has been taken care of. The motion to "Postpone to a definite time" is used when the intent is to postpone a pending item until a future definite date or time or to the next session. What it appears your organization actually did was to postpone the election until the next meeting. You might see FAQ # 12 on the main website for more information and for page references to RONR: http://www.robertsrules.com/faq.html#12

And see pages 469-470 for which motions should be included in the minutes. I believe # 7 at the top of page 470 is what you are looking for.

Agreeing with Transpower, at the new election this person remains eligible for election and should be on the ballot again if he has been nominated. If he has already been nominated, there should be no need to nominate him again. He is still a candidate. When the first ballot ends with no one being elected, all names remain on the ballot for subsequent ballots. Also, unless your rules provide otherwise, nominations can be reopened to promote additional nominations. Write-in candidates must also be permitted unless prohibited by your bylaws.

Agreeing with the previous responses, I will add that unless your own bylaws or rules contain a contrary provision, serving less than one half of a term does not count as a full term. For term limits purposes, someone must serve at least half a term for it to be considered as having served a full term.

Agreeing with John Stackpole and George Mervosh, the answer probably lies in the bylaws of the State Association and to what extent those bylaws require you to comply with mandates in the bylaws of the State Association and mandates from the state Association officials. They have no authority to order you to do something unless they are granted that Authority in the governing documents. We cannot interpret those documents for you. This sort of situation arises fairly often when the parent organization insists that the local affiliate do something in a certain way. You usually need to look to the bylaws of the parent organization to see just what authority the parent organization has to do that. It is not unusual for the bylaws of the parent organization to dictate that local Affiliates contain certain Provisions in their bylaws. It is also not unusual for state and National Organization officials to over-reach and try to dictate to a local affiliate what it must do when the parent organization has no authority to do so. The quotation from RONR provided by mr. Mervosh sums it up very succinctly. Study the state bylaws very carefully and objectively.

It is ultimately up to your organization to interpret its own bylaws. We cannot do that for you. My own interpretation, which is just my personal view as I don't really have any say in the matter, is that the advertising requirements for the position of executive secretary and treasurer do not apply to this newly created position of recording secretary. Your members might well have a contrary opinion and it is the opinion of your members that counts.

As Mr. Gerber has already said, a member may vote against his own motion. Making a motion in the hopes that it will be voted down so the organization is somewhat "on record" on the issue is permissible. However, RONR prohibits a member from speaking against his own motion in debate. If a member makes a motion which he truly supports, but changes his mind about it during debate, he can vote against it but cannot speak against it. He can, however, ask permission to withdraw the motion.

Doug, you're going to have to quote the provisions from your bylaws or your special rules of order that contravene the provisions in RONR in order to convince any of us that the procedure which you say your organization is following is proper. It is clearly not what is prescribed in RONR. If there are any such provisions that contravene the rules in RONR, please quote them verbatim.

If I had known that I would have just cited page numbers! I guess it was an unusual amount of copy and paste! I think I'm one of the two frequent posters who regularly suggests people purchase either RONR or RONR in Brief and provides links to them! Glad you have the book!

Guest Raine, I'm afraid that your question is a legal question and not a question about parliamentary procedure. I'm sorry, but we are not able to give legal advice on this forum.

I think that @Caryn Ann Harlos might be interested in this issue. I believe she has chaired a committee that issued multiple reports. As I recall, there might even have been a discussion in this forum about it. 😉

In a quick reading the quoted provisions of your bylaws I did not notice any obvious contradictions, but did notice something worth mentioning. Section 3 on vacancies says " Section 3: Vacancies. Any vacancies occurring in the officers of the Board during the year shall be filled until the next election by a majority vote of all the then members of the Board . . . ." I find the highlighted portion troublesome because of the vague vote requirement. The quoted provision can be read to require either an ordinary majority vote of the remaining members of the board or the vote of a majority of ALL of the remaining members of the board. Those are two different vote requirements. The use of the word "all" in the phrase "all of the then members of the board" is what is causing the confusion. The default in RONR is that a "majority vote", without qualification, means a majority vote of the members present and voting. When it is desired that the vote requirement be based on either the total membership (of the board in this case) or the members present, the bylaws should clearly specify the requirement. This is explained at length in RONR on pages 4-5 and pages 400-404. It may require careful reading to understand the distinction in the wording used for a regular majority vote and the vote of a majority of the entire membership. It is a fine distinction, but a very important one. I agree with Dr. Stackpole that for a thorough review of your bylaws, you might try to find a professional credentialed parliamentarian through either the National Association of Parliamentarians (NAP) or the American Institute of Parliamentarians (AIP). We cannot provide that type of personal service in this forum. If you have a particular question about a particular provision, ask us. We might or might not be able to help. As Dr. Stackpole pointed out, each organization must interpret its own bylaws and resolve ambiguities for itself. RONR does contain some principles of interpretation of bylaw provisions on pages 588-592.

I agree with Mr. Lages. This isn't really a parliamentary question. Different cultures and different countries recognize different days as the first day of the week, with Sunday and Monday being most common. You can Google it for more information. I do note, however, that the first partial week in January, 2019 starts on a Tuesday, which is not generally considered the first day of the week in the United States. I also note that January, 2019 has only three full seven day weeks, adding to the ambiguity. To resolve this problem, I agree that your church might consider amending the bylaws to set a particular day, such as the fourth Sunday of January, as your annual meeting date. That will lead to more certainty and make it easier for your members to plan in advance for the annual meeting.