Richard Brown

If your bylaws are truly silent as to the creation of special committees, then they must be created by a motion adopted by the assembly. If you have a board, it might be possible for the board to create a committee. That depends on the powers granted to your board in your bylaws. To create a special (or ad hoc) committee, someone simply makes a motion to do so. It requires a second, is debatable and amendable and requires a majority vote for passage. Ideally, the motion should specify the purpose of the committee, how many members shall be on the committee and how the members shall be selected. The most common methods are elected by the assembly, selected by the president, or nominated by the president subject to approval of the assembly. The members can also be named in the motion. The motion should also specify how the chairman shall be selected. He (or she) can be named in the motion, can be appointed by the president, or elected by the committee. If any of those details are not included in the original motion, they should be decided on immediately after the creation of the committee. It's best for the person who will be making the motion, even if it is at the pre-arranged request of the president, to be well thought in advance and to include those details. Doing it on the fly causes confusion, unnecessary delays, and usually lack of details which must be cleared up later. See pages 492-499 of RONR for details on creating and naming the members of committees.

Guest, more information would be helpful. An ad hoc committee is a special committee. Depending on your bylaws, it could be created by the membership by way of a motion, by your board by way of a motion, or possibly even by the president acting alone. What, if anything, do your bylaws say about the creation of special committees?

I share Dr Kapur's interpretation. Edited to add: The principles of interpretation which Dr. Kapur refers to can be found on pages 588-591 of RONR. The particular one he referenced is principle No 3 on page 589.

Betty, what version of Robert's Rules are you using as your reference? Are you using the official "Robert's Rules of Order Newly Revised, 11th Edition", consisting of 716 numbered Pages plus another 75 or so of supplemental pages? If not, you are not using the right book. Edited to add: Here is a link to the "right book": http://www.robertsrules.com/book.html And here: https://www.amazon.com/Roberts-Rules-Order-Revised-Paperback/dp/030682020X/ref=sr_1_2?ie=UTF8&qid=1542169835&sr=8-2&keywords=roberts+rules+of+order+newly+revised+11th+edition

Who is Robert? No, that is not the correct way to make that change. You do not first rescind the provision which you are changing. You merely amend it. The amendment may be by substitution of a new phrase, but you still do it by amendment and not by first rescinding the existing provision. Doing that can lead to severe consequences.

Are you saying or implying that there is something wrong with Robert's Rules of Order? There is nothing wrong with RONR. I believe the problem is that you are not interpreting it or understanding it correctly. If you are referring to your own organization not following Robert's Rules of Order, it is up to your organization to enforce its rules as well as the rules in RONR. There is no Agency for you to call to do the enforcing for you. There are no parliamentary police. It is up to each organization to enforce its own rules, including the rules in its parliamentary authority, which I assume in your case is RONR.

How else could you amend the bylaws? For example, if the bylaws say the society shall meet on the third Wednesday of each month, the only way you can change it to the second Tuesday of each month is by adopting a provision which conflicts with the current one. That is the way you amend bylaws. Edited to add: a regular motion which conflicts with the bylaws is null and void, but not if the motion is itself an Amendment to the bylaws.

RONR does say on page 471 that the minutes should be signed by the secretary, as we have already pointed out, but that same paragraph goes on to say that "the minutes can also be signed, if the assembly wishes, by the president" So, there is nothing wrong with the President also signing the minutes.

Betty, I'm not sure what happened, but it sounds like your organization adopted a bylaw amendment which contains something contrary to RONR and which also contradicts or conflicts with an existing bylaw. However, if that is what happened, it is perfectly permissible. As a practical matter, many bylaw amendments conflict with and change existing by law provisions. Also, since the bylaws are superior to RONR, the bylaws remain the superior document. RONR does not limit what you can put in your bylaws. If I am misunderstanding the situation, please try to explain it again.

Okata, I think you may be misinterpreting what we are saying or your are reading too much into your state law which requires that you have an "open forum" (or an opportunity for regular members to make comments or have a discussion). There is no contradiction between RONR and your requirement of having an open forum. No one on here has suggested that RONR has a higher standing than state law. That is so fundamental that we all know quite well what the ranking order of authorities is. RONR does not suddenly become irrelevant in the face of a state law requiring a particular procedure. It remains fully applicable except to the extent that a superior rule (such as a statute) contravenes it. In this case, all your state law does is specify that your meetings must have what you call an "open forum" for guests to make comments. That is nothing unusual. I doubt that it goes into detail as to exactly how that "open forum" is to be conducted or as to exactly what shall be in the minutes from that portion of the meeting. RONR still applies to the conduct of the open forum portion of the meeting except in whatever respects your state law might micro-manage the procedure. Unless your state law requires that the minutes include the actual text or a summary of comments, RONR says simply that comments do not belong in the minutes. It doesn't matter what part of a meeting the comments occur in. Comments include debate on a motion. Comments simply do not belong in the minutes unless you have a superior rule (either in your own rules or in state law) that require it. I'm not aware of any state law that requires the comments of guests to be included in the minutes. Allowing guests (non members are treated as guests) to make comments does not mean those comments must be in the minutes. Your organization may decide to include the comments or summaries of them, but nothing in RONR requires it and I doubt very seriously that your state law does. One reason for not including comments or a summary of comments is that the more the secretary puts in the minutes in the way of comments the more controversial the minutes become because when the minutes are up for approval people will almost invariably say, "No, that's not exactly what I said" or "That's not what I meant". When comments are not included, none of that occurs. The "open forum" portion of your meeting is no different from any other portion of the meeting as far as the minutes are concerned: Reports of officers, reports of committees, general orders, unfinished business, new business, "good of the order" business, etc. "Public forum" is just another part of the meeting. What makes you think that comments made during the open forum belong in the minutes when no other comments do? Have you read Section 48 of RONR on pages 468-480 regarding Minutes and Reports of Officers? If not, I suggest you do so. I think it will help you understand what should and should not normally be in the minutes. And, again, your organization has the ultimate authority to determine exactly what should be in its minutes. You may include more or less than RONR recommends. What am I missing? Why do you keep telling us that state law requires an open forum segment in your meetings? WE ALL KNOW THAT. WE UNDERSTAND THAT. We are not discussing whether you should have that segment in your meetings, but simply whether the comments of guests and members belong in the minutes. THEY DO NOT unless there is a superior rule....state law, a bylaw, a special rule of order or whatever.... that says the comments made during that portion of the meeting shall be in the minutes. I bet there is no such rule and I bet that if you start including comments you are going to find yourself in the sorts of "he said, she said, no I didn't say that" kinds of disputes that I mentioned above when it's time to approve the minutes. Ultimately it is up to your organization to determine what it will put in its own minutes. We have told you what RONR says. Edited to add: Okada (Patsy?), I just re-read your last post and this post and I want to apologize for my harsh tone in this post. I responded a bit too strongly.

Guest Janet, you might find the following language from page 471 of RONR helpful: "THE SIGNATURE. Minutes should be signed by the secretary and can also be signed, if the assembly wishes, by the president. The words Respectfully submitted—although occasionally used—represent an older practice that is not essential in signing the minutes." RONR contains this additional provision on page 475 concerning a notation that the minutes have been approved: "When the minutes are approved, the word Approved, with the secretary's initials and the date, should be written below them." If the minutes are prepared by an assistant secretary or secretary pro-tem, that is the person who should sign the minutes.

Okada, as I believe we have all said, it if the "Open Forum" is a required part of your business, then the fact that it took place should probably be noted in the business. Per RONR, no additional detail is necessary unless business was conducted in that part of the meeting, as RONR provides that the minutes should not attempt to summarize discussion. The content of minutes is discussed in RONR on pages 468-476, but I believe the key provision as far as this "open forum" goes is the following opening paragraph on page 468: The official record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes—particularly in legislative bodies—the journal. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done. The remainder of the section goes into detail on various aspects of the minutes and the procedures for approving and correcting them. Each society, however, has the right (within the limits of the law) to determine the exact content of its minutes. You may include more or less than that which is prescribed by RONR. Edited to add: You might find the response to FAQ #15 on the main website helpful: http://www.robertsrules.com/faq.html#15

The first vote stands. The second vote did not change anything. Edited to add: In order to repeal or amend the previously adopted motion, the motion Amend or Rescind something previously adopted should be used.

Agreeing with Dr. Stackpole and Joshua Katz, I am a bit reluctant to wade in without knowing more about this situation. I will add, however, that at the time this board member makes his report, it is in order to ask questions about the report. That might be one way of obtaining more detail. I also have a question: how did this particular person become a board member? Is he elected independently like the other board members or is he a board member automatically because of his position with the organization?

I agree completely with the response by Chris Harrison and would add only that your board has the ultimate authority to decide what goes in its minutes and may decide to include additional detail as to what transpires during the Open Forum.

I'm a little confused. What kind of committee is this? Committees usually have chairman, not presidents. I'm not sure we are talking about a committee in the usual parliamentary sense of the word.

The secretary is the person who would normally sign the minutes per RONR. However, if these are minutes of a committee which has no secretary, they would normally be prepared by and, I suppose, signed by the president committee chairman. At any rate, the minutes should be signed by the person who took them.

Then it is clear that the rules in RONR are are not just guidelines but are rules which your organization is bound to follow by virtue of a provision in its bylaws.

I agree that an executive session should have its own minutes, but the minutes, whether of a regular session or an executive session, should not be repeating what was said or the arguments made in executive session, but should merely be a record of what was done in the executive session

I agree with most of this statement, but I'm not so sure I necessarily agree with the last sentence which says the answer is no. I think we need more information and the answer depends on the exact details of this situation. I can visualize a situation where although the meeting is being conducted an executive session, it may be of such a nature that the object of the meeting, such as the expulsion of a member, is well-known to the general membership. Although it is improper to disclose what was done or said in an executive session without the consent of the assembly, it is not, in my opinion, improper for a member to say how he intends to vote on something or what he intends to say about something or to urge others to vote a certain way on the matter in the executive session. The executive session has not yet occurred. That is not disclosing what transpired in the executive session. And example we sometimes use is an executive session to discuss whether the moon is made of green cheese. Although the meeting might be for the purpose of discussing in executive session whether the moon is made of cheese, that does not prevent such a member from commenting outside of the executive session that he believes the Moon is in fact made of green cheese unless he says he (or someone else, such as Jack Smith) made the statement in the executive session that the moon is made of green cheese. Back to the situation at hand, it is one thing to talk about how people voted in the executive session but it is quite another to say in advance of the executive session how you hope people will vote, assuming that the purpose of the executive session is already known, which is frequently the case. The bottom line is that I don't think we have enough information to State unequivocally that the answer to the original poster's question is an unequivocal no.

Oh, I doubt that very much. However, if RONR is not their adopted parliamentary authority, then it is true that they don't have to follow it but may use it for guidance only.

You might start off by telling us what you mean by "a letter of committment" and just what this letter would say or do. A letter of commitment is not even mentioned in RONR. When I think of a letter of intent or letter of commitment, I think of a football player committing to a team.

Unfortunately, when the members don't want to follow their parliamentary authority and want to believe the rules in it are only "guidelines", there isn't much you can do except to keep trying to educate them.... or resigning and joining another organization. Sometimes giving the board members a copy of RONR or RONR in Brief does the trick. RONR In Brief is short enough and easy enough to read that some just might read it. it's drawback is that it is very basic and does not get into many complex issues of the sort you have. Sometimes pointing others to this forum or printing out relevant threads to show to them helps. Good luck!

If your bylaws don't provide for the president to accept a resignation and/or for him to single handedly fill the vacancy, this selection of the person with the next most votes is invalid and is null and void. The board (or the general membership) must accept the resignation and either the board or the membership, depending on your bylaws must fill the vacancy. The president has no such power unless your bylaws expressly grant it to him. Someone should raise a point of order at the next meeting that the acceptance of the resignation and the appointment to fill the vacancy are both void. If the president rules the point of order not well taken, two members (the one appealing and someone to second the appeal) should appeal from the decision of the chair. Note: It is a bit hard to follow whether you are talking about board meetings or general membership meetings. It is important to keep them separate and to accurately describe to us which body was meeting. Your board may or may not have the power to accept resignations and fill vacancies, depending on the exact language of your bylaws. Do your bylaws expressly give the board this right? If not, do they give the board the power to conduct the business of the organization between meetings of the membership. If so, then the board can likely accept the resignation and fill the vacancy. Finally, was the "offer to resign" an actual letter of resignation? It can certainly be argued that there is a difference. What did the letter say? Was it in writing? If not in writing, was it made at a board meeting or expressed to the president privately? All of these things make a difference. Edited to add: btw, as I believe someone said, if the bylaws don't contain a provision for filling vacancies, they you must have a new election to fill the vacancy.

Good! Hope it helps! Note of caution, though. Be prepared to appeal from the ruling of the chair and have as many fellow members as possible lined up to support you. You need at least one other member to second your motion. Catching people by surprise rarely works. Be prepared to order your appeal based on Robert's Rules.