Richard Brown

To elaborate on the post above by Mr. Novosielski, if a member happens to be serving in more than one capacity, such as the same person serving as both secretary and treasurer, you count heads, not hats. It doesn't matter matter how many hats a member might wear, he is still only one person and has only one head... and only one vote, unless you have a customized rule to the contrary.

Thank you. In that case, the "small board rules" in RONR would not be your default rules. The small board rules are the "default" rules for boards with no more than about a dozen members in attendance. Your board can still follow them, but it should do so by actually adopting a motion to follow the "Small Board Rules" as set out in RONR. Your board might already follow them by custom... I don't remember what has been said about that in the prior posts. The small board rules permit your board to act more informally, permit the chair to participate just like the other members, and ease the speaking restrictions, among other things. The "Small Board Rules" are set out on pages 467-468 of RONR.

hswolfmaniac, I think Mr. Novosielski just summed things up very well. Forget about the letter. Forget about anyone mailing notice to the membership. It looks like that is not going to happen and we haven't seen anything indicating your notice must be mailed out. Just do as Mr.Novosielski suggested in his post immediately above. I believe others have made this same suggestion Edited to add: You can argue the merits of your motion at the meeting when you make it. It is a debatable motion and you, as the mover, have the option of speaking to it first. Be prepared to make your case with that one "speech". It may be the only thing you get to say.

Thanks, Atul. One minor nit-picky correction: I think perhaps you intended to say, "In such a case, the member desiring to GIVE the notice writes to the secretary. . . .", rather than the member desiring to GET the notice writes to the secretary. . . ." I will mention something here that has bothered me from the beginning of this thread. If this is a regular meeting and no call of the meeting is sent out by the secretary or if the call of the meeting has already been sent out, I question whether the secretary must send another notice at the request of the member and at the expense of the society. The quoted language from the bottom of page 123 and top of 124 indicates to me that the secretary is not required to send the notice.... at least not at the organization's expense.... in such a case. I'm not even convinced that the secretary must do it if the member offers to pay the expense. Could the member even mail the notice himself in that situation? Perhaps if he does it a "reasonable period of time in advance of the meeting"? I am interested in what the authorship team and other regular contributors to the forum have to say about that issue. For reference, here again is the pertinent language from pages 123-124 of RONR: "Instead of being given at a meeting, a notice can also be sent to every member with the call of the meeting at which [page 124] the matter is to come up for action, except where the rules of the organization provide otherwise. In such a case, the member desiring to give the notice writes to the secretary alone, requesting that the notice be sent with the call of the next meeting; and the secretary should then do this at the expense of the organization." (Emphasis added) Of course, a motion to rescind or amend something previously adopted does not REQUIRE previous notice... previous notice just lowers the vote requirement. The motion can still be made and considered without notice at the meeting, but subject to the higher vote threshold.

Guest Patty, in the future, please follow Mr.Huynh's ardice and post your question as a new topic. But, as long as we are here and others have responded anyway, I will do so, too. Now, to your questions: No, communicating with other members outside of a meeting is not at all prohibited by RONR. However, making decisions which you expect to be binding in those discussions is NOT valid. Those conversations, whether by phone, email, facebook or in Joe's bar are not official meetings. According to RONR, you can get together and just talk all you want to. You just can't have official meetings unless they are properly called or scheduled. A few members getting together to discuss the organization or strategy for making it better (or for splitting off and forming a new group) does not constitute a meeting of the body and is perfectly permissible. There is a caveat, however: If this organization is considered a "public body", such as a school board, city council, or official governmental board of some kind, it might well be covered by your state's open meetings laws... sometimes called sunshine laws. With certain exceptions, those laws apply only to official public bodies. They usually contain prohibitions against a certain number or percentage of the members getting together to discuss the business of the public body outside of a meeting. Social occasions are usually not covered. Different states have different laws on the subject. Those laws rarely apply to private organizations. Certain organizations such as property owners associations are also sometimes covered by similar sunshine laws. That is something you need to check out with an attorney or other sources. We cannot advise you on those laws in this forum. In this forum, we can tell you only that getting together outside of an official meeting to discuss your organization is perfectly permissible in RONR.... as long as you know you don't have any decision making authority. I noticed. And perhaps you did not wait long enough. However, it has been the long standing custom in this forum that if a member notices that a new poster is posting a new question in an old thread and asks the poster to post the question as a new topic, the rest of us usually leave it alone and wait for the poster to comply. If he doesn't, well, we figure the question wasn't all that important anyway. When we answer anyway, it is all too easy for things to get confusing. It's just a long standing custom in this forum. Sometimes, of course, we answer without realizing it is an old thread. In this case, however, Mr. Huynh caught it and requested that the poster start a new thread by posting the question as a new topic. We just see too many threads get really confusing when the new question, although similar, it not the same issue that the thread was originally about and it causes confusion. Some forums do prefer that new questions be asked in an existing thread. But, in this forum, we prefer that all new questions be asked by starting a new topic. Having discussions outside of a meeting, while similar, is a different issue from making decisions outside of a meeting.

I have an additional question: How large is your board and how many members usually attend its meetings? As to your question about the parliamentarian, here is what RONR says about a "member parliamentarian" on page 467: "A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair's prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion." So, in other words, if you have a member serving as parliamentarian, he should not make motions, participate in debate or vote except when the vote is by secret ballot. If it is desired that a member parliamentarian be allowedd to do those things, you can suspend the rules with a two-thirds vote on a case by cases basis or adopt a special rule of order providing that a member parliamentarian may participate in meetings to whatever extent you desire. That issue is addressed in other threads in this forum. You can search for them using the search term "member parliamentarian" and select the option for the system to look for posts with "all words" rather than just any of those words. If the parliamentarian is not a member, he has no right to do any of those things. You can permit him to make motions and debate by suspending the rules with a two thirds vote, but it is not possible to give him the right to vote. Only members can vote.

Guest Anthony, do your bylaws permit the president to serve for another term? If your bylaws do not permit him to serve another term, then he cannot serve any part of am additional term. However, if he is eligible for an additional term, he may be elected to a full term and then resign midterm. There is no provision to elect him for only one year of a two-year term. If the bylaws specify that a term is two years, that is what he must be elected to.

Guest James, I agree with Mr. Goodwiller's response, but want to make sure I understand your question. Are you asking if the board itself... as a board.... can make a motion? Or are you asking if individdual board members can make motions? Mr. Goodwiller correctly answered your question if it is the former.... whether the board itself can make a motion. If your question is whether individual board members can make motions, the answer is yes, but with a caveat. Unless it is a small board operating under the "small board rules" of RONR, the president should not make motions to preserve the appearance of impartiality. However, if it is a small board operating under the small board rules, the president may participate and make motions just like the other board members.

If that's the language used in your bylaws to specify the Parliamentary Authority, then it would indeed be the current 11th edition of RONR. BTW, I also agree with Mr Katz that the problem appears to be a governance problem, not an RONR problem.... although following the rules and procedures of RONR would probably be a good thing!

Alan, ROR is the official abbreviation for Robert's Rules of Order Revised, which, if I'm not mistaken, is the fourth edition of Robert's Rules of Order. It was published about 100 years ago, if I remember correctly. The current edition is Robert's Rules of Order Newly Revised, 11th edition, abbreviated RONR. So, are you saying that you're parliamentary authority is actually Robert's Rules of Order Revised and not Robert's Rules of Order Newly Revised? If your bylaws do specify Robert's Rules of Order Revised, please quote the exact language verbatim. Depending on the exact language used, the 4th edition (or some other edition) might be your parliamentary authority or it might be the current 11th Edition. The 11th Edition, and most previous editions, specify that the current edition supersedes all previous editions and shall be the Parliamentary Authority unless they bylaws specify a specific edition. As to your questions, I agree wholeheartedly with the comments by Atul Kapur. Dr Kapur is a very knowledgeable professional registered parliamentarian (PRP ). I believe he got it exactly right. What transpired at the meeting you described might not have been perfect according to RONR, but it was not that much out of the ordinary and was probably pretty much this board's custom. The board members certainly acquiesced in the procedure and I don't see that anything was done that would constitute a continuing breach and cause action taken at that meeting to be invalid.

It is ultimately up to each organization to interpret its own bylaws. That is something we cannot do for you. However, my own interpretation of the language you quoted is that the amendments committee can and probably should make a recommendation on each proposed amendment but that the committee has no authority to actually rule that a proposed amendment is out of order unless the bylaws specifically give it that authority. I don't see any such language in the provision you quoted.

And that is especially the case when using voice to text. My phone insists on typing "resend" instead of "rescind", "number" instead of "member", and a few other oddities including refusing to understand what I'm saying when I say "RONR". It gets "bylaws" right about half the time.

In terms of minutes of additional debate, I would agree that a difference of one minute may not sound significant. But, a motion to extend debate for two minutes extends it by twice as much as a motion to extend it by one minute. That's a 100 percent difference time-wise. Or fifty percent, whichever way you prefer it. The second motion was for only half the time of the first motion. When you look at it that way, it is significantly more significant.

Thank you, Shmuel, that is what I was originally thinking but the other responses had just about convinced me that a motion to extend debate by one minute is the same motion as a motion to extend debate by two minutes. My thoughts were that that the second motion was ok, but the third one for 45 seconds could reasonably be considered as dilatory. I suspect there may be a bit more discussion as to whether the first two motions to extend debate were the same motion. I think they were different motions. So was the third, but I agree that it was probably dilatory.

Yes. RONR does not require that nominees be present. No, nominations do not need to be seconded per RONR. No, but it is best that the consent of the nominees be obtained in advance. The following language on page 444 might be helpful: "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. There is no rule in RONR requiring consent in advance, but it is advisable. Any provisions regarding the use of proxies would have to be in your bylaws or state law. Yes, as long as your bylaws permit it. RONR prohibits all forms of absentee voting, so any such authorization would have to be in your bylaws and would trump the rule in RONR. See my answer above about when elections become effective.

So, what happened? Did the chair permit the motion/recommendations to be considered? Were they adopted (or approved)? Even though there was never a formal motion to adopt or approve the recommendation, if the chair permitted it to be considered and there was no point of order raised, it is too late to do anything about it now. In my opinion, the intent could have been obvious to the chair and the chair treated it as an assumed motion, which is permissible. See pages 506-509 and 514ff. Proper procedure, of course, would have been for the member to formally move to adopt/approve the recommendations, but failure to make the motion does not render it invalid in the absence of a timely point of order. Note: Since this is a public body, this procedure might be subject to state or local law and procedures, all of which trump RONR.

Some additional information would be helpful. For example, is this organization a public body, such as a public school board, city council, or official commission of some sort? Are you referring to a standing or special committee of a private organization? RONR has nothing to say about public hearings as such. However, you might find this language from page 501 regarding committee hearings helpful. It's about all RONR has to say on the subject: When a committee is to make substantive recommendations or decisions on an important matter, it should give members of the society an opportunity to appear before it and present their views on the subject at a time scheduled by the committee. Such a meeting is usually called a hearing. During actual deliberations of the committee, only committee members have the right to be present. Note: Although the quoted text says "only committee members have the right to be present", the committee may permit others... even non-members of the organization... to be present or to testify. If this "organization" is a public body, the answer to your question will be found in the controlling state and/or local law and the body's own rules.

Mr. Novosielski is quite correct that the president has no authority to cancel a meeting unless your bylaws give him that authority. If enough members to constitute a quorum show up anyway, they can go ahead and have the meeting despite the president's attempted cancellation. However, as a practical matter, this sort of "cancellation" happens fairly often when it becomes obvious there will not be a quorum or when the reason for a special meeting no longer exists. Severe weather is often the reason for those types of "cancellations". The other members just willingly go along with the so-called cancellation and the meeting never happens. The risk is that enough members to constitute a quorum will show up and have the meeting anyway. Keep that in mind for future attempted "cancellations".

You might read up on "Previous Notice of Motions" on pages 121-124 of RONR. If it is your intent to have the Secretary give notice of your proposed motion, pay particular attention to the last paragraph which starts at the bottom of page 123 and continues through the top of page 124. Giving "previous notice" is a parliamentary term with specific meaning and requirements. It needs to be given in a particular manner. Based on your comments, I think you will benefit from reading all four pages. You might also benefit from reading up on the motion to "Rescind or Amend Something Previously Adopted" starting on page 305. Pay particular attention to the different vote requirements depending on whether previous notice is given. You might also read up on the definition of "majority of the entire membership" on pages 402-404. It does not mean a majority of those members present. It means a majority of all of the members of the organization, regardless of whether they are present.

I agree with Guest Zev. In fact, I typed the response below a few hours ago, but never posted it because I thought it was mostly repetitive and I didn't want to nit-pick or start a squabble over whether the guy temporarily fulfilling the duties of the treasurer can be called "acting treasurer". But, since that door has been opened. . . . Agreeing with both Mr. Katz and Mr. Martin, I agree that the one year board membership requirement appears to be a qualification for holding office and therefore cannot be waived or suspended. I also agree that the board can likely appoint a person to carry out the duties of the treasurer on a temporary basis. This will not make such a person treasurer (or even "acting treasurer") or an officer and will not give him a vote on the board by virtue of the appointment. It merely authorizes someone to carry out certain duties, such as writing checks, keeping up with the account balances, etc, until such time as a real treasurer is actually selected. I disagree only with Mr. Martin's statement that it would be inappropriate to refer to this person as "acting treasurer". In my opinion you can call him "acting treasurer", "acting bookkeeper", "grand financial wizard", "acting financial guru" or whatever term you want to use when referring to him, but, as both Mr. Katz and Mr. Martin pointed out, it does not create an official "acting treasurer" officer position. New officer positions can be created only in the bylaws unless the bylaws specifically grant the membership or the board the authority to create new officer positions. As long as everyone understands that calling this person the "acting treasurer" does not make him the official treasurer, temporary or otherwise, I see no problem with referring to him that way. In fact, it seems to me to be the most logical term to use. If someone can come up with a better title, go for it

You can do it any way you want to, but if you want to follow accepted custom and protocol, it is "God before Country". Prayer (invocation) first then the Pledge of Allegiance. It's also the way RONR says it should be done, as Dr. Stackpole stated. Here is the quote from page 360-361: Opening Ceremonies or Exercises. Opening ceremonies immediately after the meeting is called to order may include the Invocation (which, if offered, should always be placed first), the singing of the National Anthem, the reciting of the [page 361] Pledge of Allegiance to the flag, a ritual briefly recalling the objects or ideals of the organization, or the like.

I agree with Mr. Novosielski. Nothing in RONR restricts you in any way from posting or distributing draft minutes or approved minutes, except for the caveat that minutes of executive sessions of a board (or any other group) are to be made available only to the members of the group that was meeting unless that group specifically consents to the release of those minutes or to the release of certain information about what transpired at the meeting. The particular procedure to be followed is up to your organization.... RONR really provides no guidance on that point. Just be sure that draft minutes are clearly labeled DRAFT MINUTES and maybe contain a notation that they are not to be considered official minutes until they are approved by the board.

Guest Stephen, did anyone formally raise a point of order about the procedure violating your rules or customs? Did anyone appeal from the ruling of the chair? Those are frequently the two first and best steps to stopping improper or bullying actions from taking place. As we often say, "You snooze, you lose". In beaches of parliamentary, an immediate objection (point of order) must generally be raised. If you fail to complain at the time of the breach, it is generally considered waived.

Mr. Baxter, a motion to reconsider must almost always be made at the same meeting at which the original vote took place. It is almost always too late to do it at the next meeting. The only exception is a session lasting more than one day. However, if the original motion failed, it can be renewed (made again) at the next meeting. If the motion at issue was adopted, a motion to rescind or amend it can be made at the next meeting.

I'm a bit uncomfortable with the president, on his own, sending out proxy forms with his name already filled in as the proxy. I question whether he had the authority to do that without board (or membership) authorization. However, regardless of whether he had the authority to do it, it seems rather unseemly. If enough other members are upset about it, your members may want to consider a motion of censure against the president censuring him for his actions if he did did it without authorization. You have the right to do that regardless of whether any particular rule was violated if you consider it conduct unbecoming an officer or member of your society.