Richard Brown

Well, if everyone is still hanging around, perhaps. But if everybody has gone home and today is another day, I would say that the meeting adjourned.

Yes, he can vote unless his voting rights have specifically been restricted. A censure is nothing but an expression of displeasure. It carries no other consequences.

Guest Guest just Uncertain and Guest Wise and Prudent (if you are two different people): To follow up on my comments above regarding the freedom of members of an assembly to discuss details of an executive session among themselves regardless of whether they attended the first of two contemplated executive sessions, consider this scenario: Suppose these two meetings are part of an extended disciplinary action (which just might be your situation). All members of that body are entitled to attend both (or either) of the two meetings. If a member missed the first meeting but is present at the second meeting, does it make sense that he should have to vote on the imposition of discipline without having the ability to find out from other members what transpired at the first meeting or to see written documents which were presented as evidence? No, of course not. He and the members who were present at the first meeting are perfectly free to discuss the details with each other and for the members who were at the first meeting to bring the member who missed the first meeting "up to speed" on what transpired and what evidence was presented at that meeting. The misunderstanding or mis-interpretation on the secrecy of an executive session perhaps arises from the fact that people often speak rather loosely and colloquially (and incorrectly) of it by making comments like "We are in executive session. What is said here is not to leave this room". Or, "We are in executive session. You cannot discuss what happens here with anyone". Both statements are inaccurate but are often repeated. I suspect that might be the source of your "temporary parliamentarian's" opinion. The members who were present at the executive session are perfectly free to discuss what transpired with other members of the body that was meeting, such as the Board of Directors, regardless of whether those other members were present. The prohibition is with discussing the details with people who are not members of the body that was meeting, i.e., people who are not members of the Board if it was a board meeting.

Perhaps this language on page 461 of RONR regarding the position of Treasurer in the section on Officers will be helpful and perhaps provide some guidance in amending your bylaws: TREASURER, AND FINANCIAL SECRETARY. The treasurer of an organization is the officer entrusted with the custody of its funds. The treasurer, and any other officers who handle funds of the society, should be bonded for a sum sufficient to protect the society from loss. The specific duties of the treasurer will vary depending on the size and complexity of the society; but this officer cannot disburse funds except by authority of the society or as the bylaws prescribe. The treasurer is required to make a full financial report annually or as the bylaws may prescribe, and to make such interim reports as the assembly or the executive board may direct. (For the suggested form of this annual report in simple cases, see pp. 477–79.) In ordinary societies, tasks incident to the collection of dues from members are a part of the treasurer's duties unless the bylaws provide otherwise. Much clerical work may be attached to this function, however, in large organizations, in societies where dues are payable in frequent installments, or in societies that suspend the voting-membership rights of members who fall in arrears in dues payments (see pp. 6, 406, 571–72). In such cases some organizations have, in addition to the treasurer, a financial secretary —an officer whose usual duties are to bill members for their dues and to receive payment of them, to maintain a ledger of each member's account, and to turn over to the treasurer and obtain his receipt for moneys received.

In my opinion, the opinion of the "temporary parliamentarian" is not correct. Nothing in RONR prohibits members of a body which met in executive session from discussing the details with other members of that same body who were absent from the meeting. Just as members of that body who missed the meeting are entitled to see the minutes of the executive session, all members of that body, regardless of whether they were at the meeting, are free to discuss the details with each other. Edited to add: I see that Josh Martin posted a response while I was typing mine but was interrupted by a phone call. Needless to say, I agree with his comments.

Good question. I may have more to say about that question and the thread as a whole later, but to answer your particular question off the top of my head, you might try using the term "regular, full member". Although I question whether it is really necessary, I think saying something like "The Treasurer shall be a regular full member of the finance committee" will make it plain that he is a regular member who counts toward the quorum, has a duty to attend meetings, etc. That was off the top of my head and I'm mentally drained from a two hour RP seminar. Perhaps others will have better suggestions. Another way of doing might be to name him (or his title) along with the other members: "The members of the finance committee shall be Treasurer John Tightwad, Secretary Lucy Goosey, Jim Jones and Al Smith". Of course, if you are looking for language for a bylaw provision, that last suggestion won't work. Edited to add: However, if you look at both pages 487 and 493, you should see that when a member of the assembly is made an ex officio member of a board or committee, he is treated just like all of the other members with all of the same rights, privileges and responsibilities. The way I read it, he does have a duty to attend meetings and does count for quorum purposes. It is people who are not under the jurisdiction of the society who do not have the duty to attend and who do not count for quorum purposes. You need to read both pages.

I'm glad it appears to have worked out. Good luck! Don't hesitate to come back if you need more help.

Mare, are you referring to the same organization as Shelley B? If not, whenever you make such a statement, please always make plain that you are referring to a different organization. We have no way of knowing if this is the rule in Shelley's organization or not. What the rule or procedure might be in a different organization isn't pertinent to the question at hand except, perhaps, as to a suggestion for a new rule. But, if that's the purpose of your comment, it should be made plain.

Guest Chris, I have lots of questions but for now the main one is what makes you say that this woman is the only person who can vote proxies? Another question is when did all of these board members resign? Have their resignations been accepted by the board, assuming the board has the authority to accept them? BTW, what kind of meeting is at 5:30? A board meeting or a general membership meeting? If it is a general membership meeting, is it the annual meeting? Others may have different ideas, but if this is your annual meeting for election of board members, I suspect it will be best to proceed with the elections. Unless your bylaws prohibit it, nominations should be taken from the floor and write in baots should also be permitted. Some additional information will be helpful.

I agree that such a question of privilege could have been raised at the time of the interruption, but there should have been no need for it. The speaker voluntarily stopped speaking during the interruption, as was appropriate, and then resumed speaking when the interruption was over. The chair should have simply extended the speakers time without the need for a motion or point of order. It was only after the chair cut the speaker off due to having "exhausted" his time that the need for a point of order or motion of any kind became obvious. At that point, since the chair was cutting off the speaker, I believe a point of order was the proper and maybe the only option available other than, perhaps, a motion to extend the speaker's time. Such a motion should have been granted by unanimous consent and really shouldn't have even been necessary.

RONR itseld does not directly address this situation. However, it is my opinion that if the interruption was such that the speaker could not have been heard or the interruption was of such a nature that the other members would have a hard time following the speech during the interruption, the clock should have been stopped and the speaker should not have that time charged against him. Although RONR itself does not address that issue (if it does, I could not find it), the authorship team does address it in supplementary material available on the CD-ROM version of RONR. That version contains quite a bit of additional information such as suggestions for electronic meetings, guidelines for timekeepers, etc. In the suggestions/instruction for timekeepers, the supplementary information makes plain that most involuntary interruptions of a speaker should result in the clock being stopped and the time not counted against the speaker's allotted time. In a chart (or table) of which interruptions do and don't count against the speaker's time, the chart is clear that "other interruptions of the speaker" do not count against his time. In other words, the clock should be stopped. I think this falls into that category. What the speaker or some other member should have done, when the chair refused to extend his time, was to raise a point of order that the pause caused by the interruption should not be counted against the speaker's time and that his time should be extended due to the interruption. If the chair ruled the point of order not well taken, any two members (a mover and a seconder) could have appealed the ruling of the chair to the assembly. It would require a majority vote to overturn the ruling of the chair.

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?