Richard Brown

I'm not looking at the book, either (or at the online CD-ROM version), but my understanding is the same as Gary's as to both of the points he makes. Edited to add: I have access to the CD-ROM version now. Both questions are directly addressed by the following two paragraphs on page 474 regarding Reading and Approval of Minutes: If the assembly does not wish to carry out the reading and approval of the minutes at the regular time, it may, by majority vote without debate, "dispense with the reading of the minutes." The minutes can then be taken up by majority vote without debate at any later time during the meeting while no business is pending. If the minutes are not thus taken up before adjournment, they are read and approved at the following meeting, before the later minutes are taken up. A motion to "dispense with the reading of the minutes" is not a request to omit their reading altogether. A draft of the minutes of the preceding meeting can be sent to all members in advance, usually with the notice. In such a case, it is presumed that the members have used this opportunity to review them, and they are not read unless this is requested by any member. Correction of them and approval, however, is handled in the usual way. It must be understood in such a case that the formal copy placed in the minute book contains all corrections that were made and that none of the many copies circulated to members and marked by them is authoritative (see also p. 355) (Emphasis in both paragraphs added by RB)

Guest Guest... we would normally ask you to post your question as a new topic (and someone might still do that), but since it is so close to the original topic I'll answer here. In the future, though, even if your question seems to fit with an existing topic, we prefer that people post new questions as a new topic. Nothing in RONR requires you to announce what you did in an executive session. However, depending on the circumstances, it might be advisable or even necessary as a practical matter to do so. If you plan to disclose any of what transpired in executive session, the details of that disclosure should be decided while still in executive session. If this entity is considered a public body, it may well be subject to controlling state laws, such as an open meetings law, which dictate how executive sessions must be handled. Edited to add: Please see the following pinned post regarding posting a new question: https://robertsrules.forumflash.com/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/

If you are the regular presiding officer, you continue to preside.... even over your own election. Edited to add: From pages 451-452: "The chair, [page 452] however, should not hesitate to put the question on a motion to elect officers or appoint delegates or a committee even if he is included."

Agreeing with Mr. Harrison, such a rule must be in your own bylaws.

Unless you have a strange provision in your bylaws or controlling state law that we don't know about, a motion carries with a majority vote as long as a quorum is present. If you have 50 members and a quorum is 26 and the bare minimum for a quorum is present (26), a vote of 1 to 0 is a majority vote and the motion would be adopted. The 25 abstentions don't count and don't affect the outcome. An abstention, by definition, is not a vote.

Yes. RONR provides that when the secretary is absent, a secretary Pro Tem should be selected, but failure to do that is not critical. The minutes may be prepared and approved based upon whatever information is available.

Guest Eileen, the action may or may not have been proper under RONR . We need more information as to the details of the vote to make this purchase. Specifically, we need to know weather this vote took place at a meeting of the board and if so, whether it was a regular meeting or a special meeting. The details concerning this meeting are critical. For example, if this action took place at a special meeting and you were not given proper notice of that meeting or if this action was not listed as one of the reasons for the special meeting,, then, per RONR, any action taken at that meeting is null and void. If the action took place at a regular meeting, we need to know how your regular meetings are scheduled and weather notice of each regular meeting must be given. If, for example, your bylaws or governing documents specify a regular meeting date and time, such as the second Monday of each month at 7 p.m., then notice of each meeting may not be required. This will depend upon exactly what your bylaws and other controlling documents and state law provide. If notice of your regular meetings is not required and this action took place at such a regular meeting at which you were absent or happened to have been out of the room, it may well have been proper. Even if notice of regular meetings is required, RONR does not require that notice of each agenda item be included in the notice. Only notice of the meeting itself need be sent. Finally, the fact that this board is quite likely a public body and subject to State open meetings law and other laws further complicates things. Those laws generally include specific notice requirements that trump RONR. Until we have that type of information, we simply cannot tell you whether what happened was proper under the rules in RONR.

Oh, my gosh.... I'm so sorry to hear that. Thank you! I became "online" friends with Gary on the "old" RONR forum around 2000 or so and met him in person when we shared a room at the NAP Biennial convention in San Antonio in 2003. It was my first NAP convention... and his, too, I think. We have talked by phone many times. I'm truly sorry to hear that he has passed away.

Do your bylaws say anything at all about board meetings other than being possible at the annual meeting? That is really the only mention of board meetings?

The expenditure might have been improper (we don't do "legal" here), but not necessarily so. For example, if a budget to spend up to a certain amount on that type of purchase has been approved, and the expenditure was within those limits, a vote may not have been necessary. It depends on your governing documents and other rules and any applicable adopted motions. It is quite common for certain officers and committee chairs to have blanket authority to spend funds without specific approval as long as those expenditures are authorized in the budget or by an appropriate rule. The purchase of routine office supplies and postage stamps comes to mind. Does your board vote on EVERY expenditure? However, if all such expenditures must be voted on and approved by the board, and the expenditure was made either without a vote or without you having been given proper notice of the meeting at which the vote took place, the expenditure was out of order and would be null and void per RONR. As already mentioned, since this is likely a "public body", there are probably state and maybe local laws that may be applicable.

A motion cannot be postponed beyond the next regular meeting, so the answer to your question is generally yes, the motion must be heard at the next meeting (assuming that meeting is within a quarterly time interval). If it is desired to postpone the motion again at the next meeting, you may do so, over and over, meeting after meeting, but you cannot postpone it beyond the next meeting at any of those meetings. An alternative, if you think it needs to be postponed beyond the next meeting, is to refer the matter to a committee. Then the committee to which the matter has been referred can make its report when it has finished studying the issue, with certain restrictions that I won't go into now. That might be at the next meeting, the meeting after that, the meeting after that, etc.

Agreeing with my colleagues, the question is whether these "junior firefighters" are actually members. If they are members, and there is no restriction in the bylaws on their right to vote, then per RONR they are members and have the right to vote as the right to vote is a fundamental right of membership. Any restriction on that right would have to be in your bylaws. Just calling them "Junior Members (or Junior Firefghters)" does not, in and of itself... at least in my opinion... restrict any of their rights. A member is a member is a member, just as a rose is a rose is a rose, regardless of what color it might be called. I'm not a botanist, but I think a yellow rose is just as much a rose as a pink rose. And so it is with regular members (or whatever they are called) and Junior Members. Junior Members are still members with the right to vote unless the bylaws prohibit voting for Junior Members/Junior Firefighters. Ultimately this is probably a matter of bylaws interpretation. Interpreting your bylaws is something only your organization can do. We cannot do that for you. We can only tell you that per RONR a member is a member is a member... and they all have the same rights unless the bylaws restrict the rights for some of them.

Agreeing with all of the comments by my colleagues, you should hold a new election for the position which is (or will be) vacant. 1. The runner up does not automatically get the office. There must be another ballot for that office. 2. Nominations may be re-opened at any time prior to the actual election by a majority vote (or by unanimous consent). It is not too late to do it now unless you have already had the new election for that office. 3. Write in votes must be permitted. All of the above is based on the assumption that there is no contrary provision in your bylaws.

I'm not certain that I agree completely with Mr. Martin that your vice chair is now the chair and I urge you to check your governing documents. My concern is that you referred to this body as a "municipal board" and to the "chair" and not to the "president" as having resigned. Since you said this is a municipal board, it is likely considered a public body that is subject to various state laws as well as your city charter, local ordinances, and special rules of order. You may not have actual bylaws. Somewhere in your governing documents there is likely a provision for what happens in the event of a vacancy in the office of the chairman of this board. RONR is clear that in the event of a vacancy (by resignation or otherwise) in the office of the president, the vice president automatically becomes president the moment the vacancy occurs unless the bylaws provide otherwise. However, that provision in RONR, found on page 575, says that it is applicable to a vacancy in the office of the president. I am not convinced that it is applicable to a vacancy in the office of the chairmanship of a board. RONR is silent on that point. I see the analogy, certainly. But the language on page 575 of RONR speaks only to the office of the president. Here is that provision: The method of filling vacancies may also be provided (cf. pp. 467–68). Unless the bylaws clearly provide otherwise, notice of filling a vacancy in office must always be given to the members of the body that will elect the person to fill it. If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice-president or first vice-president automatically becomes president for the remainder of the term, and the vacancy to be filled arises in the vice-presidency or lowest-ranking vice-presidency; if another method of filling a vacancy in the presidency is desired, it must be prescribed and specified as applying to the office of president in particular. (Emphasis added) I'm therefore not entirely certain that in the case of the resignation of the "chair" of your municipal board that the "vice chair" automatically becomes "chair". In fact, based on the fact that RONR refers to the "specific case of the presidency", it can certainly be argued that the vice chair does not automatically become chairman in the event of the resignation of the chairman in the case of your municipal board. Ultimately, this seems to me to be a matter of interpreting your own governing documents and rules, something we cannot do. I do agree with Mr. Martin that an appeal of the vice chair's ruling that he is now the chairman and that an election of a new chair is out of order is certainly appropriate. I suggest that you and your fellow board members study carefully the provisions in RONR for appealing from a ruling of the chair. Note: FWIW, I also do not see a provision in RONR that a committee vice chairman automatically becomes chairman in the event of the death or resignation of the chairman. Perhaps the rule as to a vice president automatically becoming president in the event the president resigns is equally applicable to the chair of a board and a committee chair, but it does not expressly say so. I'm curious as to what others think.

Guest Matt, I agree with the response by Bruce Lages, but would add that if your bylaws require that the vote be by ballot, a ballot vote must be taken and cannot be waived even if there is only one nominee.

Are you confident that Guest Ellen knows what "PL" is?

I agree with Mr. Mervosh and with the others who have said that this "hearing" SHOULD be conducted in executive session. However, I am not at all convinced that all of the rules in Chapter XX RONR regarding "trials" and in particular the rule regarding conducting trials in executive session are applicable in this particular situation with this particular organization based on its customized bylaw provisions regarding discipline or "preferring charges". I am also not convinced that the RONR rule requiring trials to be conducted in executive session, even if applicable, is a rule which cannot be suspended or that its breach would cause any discipline imposed in such a hearing to be null and void. The rule requiring trials to be held in executive session does not appear to be a fundamental principle of parliamentary law. I tend to agree with Mr. Katz that the only parliamentary remedy for any such a breach would be censure or discipline against those responsible for its violation. And, of course, whatever legal action the accused might want to pursue for damages for loss of reputation, etc... which is something beyond the scope of this forum. If there is a provision in RONR to the effect that a hearing of the sort contemplated by this organization's rules MUST be conducted in executive session and that the rule is not suspendable and that its violation renders any discipline imposed null and void, I welcome a citation. I just don't see where this is a rule that cannot be suspended.

I would avoid any requirement that members actually "receive" notice. That is asking for trouble. Nowhere is that practice recommended in RONR. I would require, instead, that notice be "sent" or "given" a certain number of days in advance. See, for example, the recommended language on page 5 and pages 581-582 of RONR. Edited to add: See the following language on page 89: When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a) by postal mail to the member's last known address; or b) by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice. If you want to permit notices to be sent via email, text message or other electronic means without a member first having to consent to it, just add a provision to the effect that "notices may be sent via email" or words to that effect. Of course, then you get into the issue of having to insure, as best you can, that members provide the organization with the email address or cell phone number that they want used for electronic notifications. In addition, you may have members who do not utilize email or cell phones. Thus the RONR recommendation that electronic communications be used only for those members who have agreed to receive such notice.... and have provided an email address.

I would treat it as unfinished business to come up at the appropriate point in the next meeting prior to the introduction of new business. But, if folks want to treat it as new business instead, have at it. I wouldn't get into the weeds with it.

And if this "notice" is for action expected to be taken at a special meeting, I would say it is definitely deficient. But, as for an "agenda item"... which really isn't required unless you have a customized rule requiring it.... it seems fine to me.

I think the authorship team has been working on the 12th edition for several months now... maybe even over a year... and that most of us expect it to come out some time around 2020, give or take a year or so.

I'm not going to be nearly as critical of the practice as guest Zev was, especially not without knowing more. There might well be some very good reasons for what the chair is doing. For example, just yesterday I was watching a live feed of a meeting of a 17-member national board of directors being chaired by one of the most skilled presiding officers I have had the pleasure of watching and working with. Although it was hard to tell from the video feed what the chair was able to observe from his vantage point, it appeared to me then and has appeared to me on at least one other occasion when I watched one of these meetings that once a motion is introduced, several board members might raise their hands seeking recognition. At some point, usually after the first speaker, this chairman will sometimes announce the names and speaking order of the next few members he intends to recognize. I don't know if he is basing this on the order in which he sees them raise their hands, or randomly, or because he already knows in advance who is going to speak in favor of and against the motion and he intends to call on those who are pro and con in alternating order as suggested by RONR. However, whatever his reasoning or methodology, it seems to work extremely well and without any complaints from the members. He does not always announce their names in advance, and in fact he usually does not, but when he does do it it seems to work well. There are at least a couple of other members of this forum who are familiar with the organization I am referring to and its chairman. One is a current member and one is a past member of this board . Perhaps one of them can provide a little more insight into this presiding officer's methodology and how well it works. Although I question the need for it, I think a special rule of "codifying" the practice could be drafted if that is truly what the assembly wants to do. It would be helpful if you can provide a little more information as to how you think the chair is determining this particular speaking order.

If RONR is your parliamentary authority, only the chair can make rulings on points of order unless you have a customized WRITTEN Special Rule of Order or a bylaw provision to the contrary. Anybody can raise a point of order and object to almost anything for almost any reason, but that doesn't mean the objection (point of order) is well taken or should be sustained. It is the chair who makes those decisions, subject to an appeal to the assembly, unless you have a written rule to the contrary. The Grand Poobah of the Royal Order of the Entire Universe can make an objection, but it is the presiding officer of the meeting... the chair... who makes rulings. The Grand Poobah has no special powers in RONR. He is simply another member.... if he is a member at all. He may wear a glittery hat or even a crown, but if he isn't the presiding officer, he is there either as a regular member or a guest. If he is so considered so powerful that the chair cowers in his presence and members are afraid to appeal a ruling, well, that is something you and your organization have to work out for yourselves. I haven't yet seen anything to make me believe the point of order was well taken or that the motion was properly declared invalid by someone with the authority to do so, but there is apparently much to this situation that we don't know.

We need more than that. On what basis was the motion supposedly out of order? Did it violate the bylaws in some way? btw, you still haven't told us what a "Regional Phylacter" is and what role he/she/it plays in this. It is usually the chair... the presiding officer... who makes rulings, and those rulings are almost always subject to appeal to the assembly.

Well, a motion that was previously adopted CAN be ruled null and void under certain circumstances. We need more information as to just what happened and why it was ruled out of order when passed. The circumstances under which a previously adopted motion can be ruled invalid are very limited. Please give us some more information, particularly the reason the motion was supposedly out of order and who made the ruling and whether the ruling was appealed to the assembly. Edited to add: What is a "Regional Phylacter"????