Richard Brown

Huh? A what committee and a what committee may be required?? Is that some new lingo? I can find it in RONR.

Caryn Ann, unless a counted vote has been ordered, RONR provides on page 469 that the minutes should reflect only whether the motion was adopted or failed. Whether the vote was taken by a voice vote, rising vote or show of hands is irrelevant. I believe whether the chair announced the numbers in his count is also irrelevant, with the one possible exception noted below. The only two times that RONR says that the minutes should include the vote count are when a count has been ordered and when the vote is by ballot. Here is the pertinent language on page 470: "When a count has been ordered or the vote is by ballot, the number of votes on each side should be entered; and when the voting is by roll call, the names of those voting on each side and those answering "Present" should be entered. If members fail to respond on a roll-call vote, enough of their names should be recorded as present to [page 471] reflect that a quorum was present at the time of the vote. If the chair voted, no special mention of this fact is made in the minutes." What RONR is not clear on, at least to me, is whether it makes any difference whether the counted vote was ordered by the assembly or by the chair. It seems clear that if the counted vote is ordered by the assembly, the count should be included in the minutes. However, RONR says in several places that when the chair is in doubt, he "the chair" may order a counted vote. Whether this has the same effect, at least for inclusion of the vote count in the minutes as a counted vote ordered by the assembly is not clear. Although I see no problem with doing it either way, I would personally be inclined to err on the side of caution and include the results of any counted votes ordered by the chair as a counted vote in the minutes. The chair did "order" it, so I think I come down on the side of saying that it is a count that was ordered. An "ordered vote" is an ordered vote regardless of who ordered it. Hopefully, the 12th edition of RONR will clarify that issue. It's an easy enough issue to clarify. In the meantime, it seems that is largely within the discretion of the secretary and the assembly. I think you can establish a written rule or a custom either way. The society is ultimately in control of what goes into its minutes. On a related issue, I don't recall any clear guidance in RONR as to whether the fact that a motion was adopted by a two thirds vote, such as a motion to rescind something previously adopted without notice, should be noted in the minutes as having been adopted by a two thirds vote. If it is in RONR, I do not recall it. My own opinion is that if the chair states that "the motion, having achieved a two thirds vote, is adopted" could and perhaps should be included in the minutes. Such inclusion makes it harder for someone to later claim that it failed to receive the required two thirds vote. If I am mistaken.... and I haven't researched it this morning... will be happy to be corrected. But, before anyone says anything, I do agree that there is no requirement for the two thirds vote to be included in the minutes, but i also don't see it as a mortal or even a venal sin to include it. When the minutes are up for approval, the statement that the motion was adopted by a two thirds vote can certainly be amended to strike "by a two thirds vote". btw, I do not believe the mere fact that the chair includes the vote count in his announcement means that the count should be in the minutes. One purpose of the chair stating the vote count is so that other members, who question the accuracy of his count, may move for the vote to be counted by another method, such as a rising counted vote or a roll call vote or a vote by ballot. His stating his "count" does not mean it should automatically be included in the minutes. If your organization wants to do that, it should adopt a special rule of order to that effect.

Isn't that what I said? Or were you typing at the same time I was?

Yes, you are correct. Unless your bylaws provide otherwise, the only rules which can be suspended are rules that are in the nature of rules of order. Your provision on life membership is not a rule of order, but is essentially a qualification for membership as a life member. That is a provision that cannot be suspended.

No, that's not necessarily true. Wait until guest Moksha answers our questions . Holding the meeting without proper notice having been given can be much more problematic than holding the meeting at a later date when proper notice is given, notwithstanding the provision in the bylaws which specifies a date for the meeting.

Guest Moksha, while you are at it, please quote your bylaw provision regarding terms of office. Be sure to include any provision that says officers shall serve for a term of X years and / or until their successors are elected. Also include any language as to when the new officers take office.

I agree with J.J. it is more important to give the proper notice. Nothing disastrous happens if you fail to have the annual meeting at the specified time, but if you have it without giving proper notice, everything done at that meeting can be called into question.

Amen!!

I agree with Dr. Stackpole. As I understand it, she was facing disciplinary/removal from office charges, but they were "dismissed" and she was allowed to resign. Or the charges were dismissed after she resigned. Whatever. If that understanding is correct, then the situation returned to the status quo as it existed before the motion to remove her was initiated. Unless the disciplinary proceeding assuming it was in fact discipline, imposed some sort of restriction against running for office in the future, she is free to run again as far as RONR is concerned. The solution, as Dr. Stackpole stated, is to not vote for her. But, keep in mind, since yes/no votes in elections are generally improper, there must be another candidate who members can vote for. The only way to vote against a candidate in most elections is to vote for someone else. That means someone else must be nominated or could be elected through write-in votes.

I agree with the response/questins by Atul Kapur, but will also point out that RONR provides for voting in person in meetings. Absentee voting of any kind... by mail, by proxy, etc... is not permitted by RONR unless specifically authorized in your bylaws. Since your bylaws do authorize it, it is up to your organization to determine how to handle the tabulating and announcing of the results. Normally, per RONR, results of votes are announced in meetings, but when an organization uses mail ballots, it should provide for how, when and by whom the ballots are tabulated and the results made known. If your organization has no rule or custom as to tabulating or announcing the results, they should be announced at the next meeting. Are you sure that your bylaws, special rules of order and standing rules don't have any provisions for announcing the results? Who tabulates the results? Is that covered anywhere in your rules?

These are administrative duties and details of the organization and its officers and are outside of the scope of RONR, which is concerned with how to conduct meetings. The language used on that page in RONR is illustrative of how things would normally work and what the chair might (and maybe should) say. However, what, if anything, the president can order other officers to do is outside the scope of RONR. Based on the example in the book, it does seem like the treasurer definitely should write the check and the secretary (or the president) should write a cover letter, but that passage should not be construed as giving the chair or the president the authority to order the other officers to do anything. It is just something that should occur naturally unless the organization has its own procedure for how those details are carried out, such as, someone else having the authority to write checks. If the appropriate officers fail or refuse to carry out the motion as adopted, they can be subject to disciplinary action and even removal from office. Edited to add: See, for example, this language on page 456 of RONR: "Administrative Duties of the President of a Society. All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it."

Yes. In fact, he should do so if it is not already included in the adopted motion and if no other member does so. Edited to add: See pages 168 - 176 regarding the motion to Commit or Refer

Possibly. It depends primarily on your bylaws. If your organization as a whole elects the Board (usually at the annual general membership meeting) and then the Board selects the officers, the officers do not have to be board members or even members of the organization unless your bylaws require it. A complete outsider can be elected president or to any other office unless your bylaws require that officers be members of the society and/or the board. However, an such non-member officers will not have a vote on the board and may or may not be entitled to even attend board meetings, depending on your bylaws. The board may permit them to attend and participate (but not vote), but that is different from having the right to attend. If the bylaws say the president shall preside at board meetings, then he has a right to attend them, but that provision doesn't apply to the other officers except possibly the vice president if the president is absent. If your bylaws say there shall be an executive committee consisting of the four officers, then it is my opinion that any "outsiders" who are officers are by definition members of the executive committee.... but not of the board.... and may vote at executive committee meetings. Let me add, though, that the likelihood of outsiders being elected as officers is probably remote, but it does happen. If you want your officers to be members of the organization and/or the board, your bylaws should say so.... or just don't elect someone who isn't a member. Just because someone is a candidate or has been nominated doesn't mean that anyone has to vote for that person.

I agree with Mr Katz. If this is a public school board, it is almost certainly considered a public body and is likewise almost certainly covered by your state's open meetings laws (sunshine laws) or some other authority which has a higher ranking than RONR. Those laws usually include restrictions on when the body can go into executive session and they also often prohibit votes from being taken in executive session.

That sentence is causing me a little concern. Do your bylaws actually say that there is an executive committee and that it consists of those officers or does your organization only "consider" them to be an executive committee? There is no executive committee unless it is provided for in the bylaws.

It seems to me that before we can opine much on Guest Jon's "rule" that any rule can be suspended, it is imperative that we know whether that rule is in the bylaws. I asked him that question in my post above which is the fourth comment in this thread, but he has not responded. I also asked him to tell us what documents the other rules he referred to are in. Responding to another of guest John's questions, a motion to suspend the rules is not debatable. However, if all of the rules can be suspended, then I suppose the rule that says a point of order is not debatable can also be suspended and this business of suspending the rules can go on ad infinitum. As long as RONR is being followed, however, it is not suspendable. If a member has a question about the effect of suspending a rule, I suppose he could make a parliamentary inquiry or a request for information.

The meeting was official. The lack of a formal adjournment doesn't make any difference. Everything that transpired prior to the loss of the quorum is presumed valid and stands. There should be minutes from the meeting and those minutes should include everything that would normally be in the minutes.

Guest Jon, in what document are all of those rules that you spoke of found? Are they in the bylaws? Special Rules of Order? Are they all in the same document or are some of them in one document and some in another? If different documents, please tell us which rule is in which document. I think that in order to suspend the fundamental principle of parliamentary law that only members can vote would require very clear language in the bylaws permitting its suspension. See , for example, page 263 of RONR.

Guest Kat, how was the five-minute rule set and where does it appear?

I agree with the comments by Weldon Merritt. The chair can and should bring the postponed motion back up on his own immediately after lunch it it was actually postponed until after lunch. I will add, however, that there is a bit of confusion because you ask ". . . what is the correct way to bring the original motion back to the table". That makes it sound like perhaps the original motion was laid on the table rather than postponed. The two motions are not the same thing. To bring back up a motion that has been postponed to a certain time, which sounds like what you actually did, the chair brings it up on his own at the appropriate time. If he fails to do so, any member may call for the orders of the day or make a point of order that it is time to take up the postponed motion. However, if the motion was laid on the table, rather than postponed, then the correct way to bring it back up is by use of the motion to "Take From the Table". It requires a majority vote. The original motion stays on the table until it is taken from the table by use of the motion to do so or until the end of the next session, at which time it dies if still on the table. Edited to add: Using the motion "The Previous Question" is not the appropriate motion in either case. That motion is used to cut off debate and proceed to an immediate vote.

Based on this, it seems clear to me that all general members may make motions at the annual general meeting and may also propose bylaw amendments provided they give the notice required in the bylaws. RONR is clear that the right to make motions is a fundamental right of membership. Any restriction of that right must be provided for in the bylaws.

Based on what you have posted, I agree. The standing rule does seem to conflict with the bylaws. Also, you have not quoted anything in the bylaws that gives the board authority to grant exceptions. I don't see the lack of guidance as being a problem but rather it is the lack of authority in the first place.

If it violates the bylaws it's null and void and unenforceable. To rectify it, you stop enforcing the invalid standing rule and you either adopt a standing rule that will conform to the bylaws or you amend the bylaws. For the sake of the minutes, there should probably be a ruling by the president that the standing rule violates the bylaws and is null and void. More detail will be helpful.

Gary, Guest K. Brown (no relation that I know of, although my wife's initial is also K) is not saying her local organization does not have bylaws. She is saying it has no bylaws or standing rules addressing a particular process. Guest K. Brown, it would help if you can tell us a bit more about just what this "process" is that you are wrestling with.

As a member of the board, he has every right to be there and to participate. Unless you have a provision in your bylaws to the contrary, his rights to attend, participate and vote can be curtailed only through the imposition of disciplinary charges against him and a specific motion adopted by the board suspending his membership rights. RONR refers to that as a "disciplinary suspension". You cannot suspend his right to be present, to participate and to vote just because you don't want him there. The fact that he wrote the "charging letter" (or whatever you call it) has nothing to do with it. He is still a member in good standing entitled to all of the rights of membership.