Richard Brown

I agree with my colleagues. Although there may not be an explicit statement in RONR that motions are effective immediately upon adoption, that effect is clear when you take the book as a whole. It is a misconception that motions do not take effect until the minutes are approved. Approving the minutes has nothing to do with when a motion becomes effective. The minutes are only a record of exactly what the motion was and when it was adopted. A motion becomes effective immediately upon adoption.

The current 11th edition of RONR contains an entire chapter of 26 pages on discipline. I suggest you get a copy if you don't already have one. If you have an older edition, please get the 11th Edition as that chapter underwent significant changes in the 11th Edition. Unless prohibited by your bylaws, you absolutely have the right to discipline and even expel members who are doing harm to the good name or the work of the organization. Edited to add: the discipline and especially the expulsion of members is a tricky area. If you have that many members causing problems, I suggest you consult with a professional parliamentarian regarding your options and possible amendments to your bylaws. Both the National Association of Parliamentarians (NAP) and the American Institute of Parliamentarians (AIP) have referral services.

That was in order according to RONR. Here is a copy and paste from pages 555-556 of RONR regarding the drafting of bylaws (or a constitution) for a newly formed organization. Perhaps it will be helpful: FURTHER BUSINESS RELATING TO ORGANIZATION. After the resolution to organize the society is adopted, the succeeding steps generally are: 1) Introduction and adoption of a motion that a committee of a specified number be appointed by the chair to draft bylaws* for the society—and, where incorporation may be necessary, to consult an attorney as described below. 2) Introduction and adoption of a motion to fix the date, hour, and place of the next meeting (22), at which the report of the bylaws committee will be presented. If it is impractical to set a time and place for the next meeting, the motion can be that "when the meeting adjourns, it adjourn to meet at the call of the chair." 3) Introduction and adoption of a motion authorizing the committee on bylaws to provide reproduced copies of [page 556] the completed draft for distribution to all who attend the next meeting. In this connection, persons seeking to form a society should take into account the fact that expenses may be involved, whether or not an organization materializes. Initiation fees or dues cannot be collected or received in the name of the society until its organization, as described in this section, is completed. Expenses advanced can be reimbursed. Pages 557-560 get into the actual drafting of the bylaws and presenting them to the membership for approval. Edited to add: The appointing of a committee by the president to draft bylaws was proper.... if it was done at the previous meeting or if a motion was adopted at that meeting authorizing him to do so. However, it would not be proper for him to undertake on his own, outside of a meeting, to appoint such a committee without prior authorization from the members at the previous meeting and then to present those proposed bylaws, without notice, for adoption at the next meeting. If that is attempted, a member could (and probably should) raise a point of order and/or move to postpone the consideration of the bylaws until the next meeting.

Without knowing more I can't say whether this violated anything in RONR, but it is certainly a strange way of doing things for many reasons. I'll try to hit a couple of high points and ask some questions. First, you say a committee was formed to create a constitution. Is this a new organization and it is your first constitution that is being drafted or is it a revision of your current constitution? Second, it is very strange indeed that something can be "sprung onto the board by being announced in the minutes" since the minutes are supposed to be nothing but a record of what was done at the previous meeting. The members should certainly know what they did at the last meeting. The minutes are not a notice of what is to be done.... they are a record of what has already been done. If nothing was done at the last meeting concerning the constitution, there should not be anything in the minutes about it. As to committee minutes, RONR does nor require committees to keep minutes, but says, in essence, that generally the chairman will keep notes of the proceedings except in very large committees. Committees normally do not keep detailed minutes, but they can do so if it is desired. Also, the minutes of a committee are usually for the use of the committee itself... not for the use of the parent body, although there is nothing wrong with sharing the minutes with the assembly. As to seeing the proposed constitution the first time at the meeting, that would be improper unless this is a new organization and at a previous meeting the bylaws committee was directed to draft a proposed constitution and to present it to the assembly at this meeting. Previous notice is almost always required for the adoption of any subsequent constitutions (RONR calls them revisions. They can't be "sprung" announced on unsuspecting members with the expectation that they will be voted on at that meeting. Very much of what you described sounds out of the ordinary at best and downright improper at worst. But, we need to know more about what is going on in order to really help you. Please provide some more information!

You were correct. It should not be voted on until the verbiage is exactly right. Why couldn't it have been amended on the floor to fix it? I note, however, that you said you are voting on a new CONSTITUTION but you believe some part of it violates your BYLAWS. A constitution outranks bylaws and controls if the constitution and bylaws contain conflicting provisions. So, I'm a bit confused as to just what is going on. One other point/question: You said you are on a BOARD that is voting on a new constitution. Usually it is the general membership, not the board, that votes on amendments to (and revisions of) the bylaws and the constitution. What is the case with your organization? Does the board have final say or does this revision go next to the membership for a vote? Or is this a "free standing board" without a general membership?

Just to make sure you understand Chris Harrison's and Josh Martin's posts about a two thirds vote: That means a vote of two thirds of those present AND VOTING. Two thirds of the votes cast. Twice as many yes votes as no votes. A two thirds vote is not based on the total membership or the members who are present (unless the bylaws specify otherwise), but is two thirds of the votes cast. With a large membership, a two thirds vote is usually easier to get than the vote of a majority of the entire membership. But, in a small board where most or all members usually attend, a vote of the majority of the entire membership (of the board) is often easier to get. Example: You have 100 members. The vote of a majority of the entire membership would require 51 yes votes regardless of how many members are present. But if 60 members vote, regardless of how many are present, 40 yes votes would be sufficient for a two thirds vote. But, assume you have a board of 12 members. If all members are present and vote, a two thirds vote would require 8 yes votes. But, a majority of the entire board membership would require only 7 yes votes.

Some organizations have permanent "Convention Standing Rules" which are used at every convention (unless amended) and do not have to be specifically adopted at each convention.

I agree with Mr. Martin and would add that I have a hunch this is a public body, such as a city council or school board. If so, it is most likely subject to rules and procedures that outrank RONR .

Usually it is done informally and by unanimous consent. A member suggests, for example, "That the minutes be corrected to show that George Smith, rather than Cooter Brown, made the motion to buy a new laptop for the secretary". Or, "that the minutes be corrected to show that George's motion was amended to put a limit of $600 on the price of a new laptop for the secretary and that the minutes should be amended to add "at a cost not to exceed $600" at the end of the sentence. If there is no objection, the chair announces that the minutes will be corrected to show add "at a cost not to exceed $600" at the end of the sentence about the purchase of the laptop. If there is an objection, then the chair puts the proposed correction to a vote. it requires a majority vote to make the correction. The motion to make the correction is debatable. No. I think that what Mr. Katz meant is that that sounds like what the member was trying to do. It would not be at all proper.

I agree with GWCTD. The bylaw provisions I have seen are way too vague. This one, among others, has me scratching my head. What on earth does that mean? Does that include appointing committee members and committee chairs?

If you are using the NAP website, you can go to this link and then click on your state. It will usually provide you with general information on local units around the state, contact info on the district director responsible for your state, and sometimes contact info on the state association president. Call or email the NAP office for whatever additional information you might want on local units in your area and the contact info for your state president. He or she might know of parliamentarians in your area who might be helpful. http://www.parliamentarians.org/about/nap-in-your-area/

All of the part that I bolded is quite improper. As already pointed out, the minutes are a record of what was DONE at a meeting, not what was said. Debate does not belong in the minutes. Certain other information can be included in the minutes by direction of the assembly, but this should be rare and should be the exception, not the norm. Debate simply does not belong in the minutes.

Get the chair... and perhaps the other members... a copy of RONR in Brief. http://www.robertsrules.com/inbrief.html

Oh, I disagree. You absolutely can have voting without a meeting. It can be done via regular snail mail (as many large organizations do for electing officers) and via email as is becoming more common. Ideally, there should be an opportunity to somehow discuss a pending motion, but it absolutely is not required unless by the organization's own rules.

It sounds to me like the quoted bylaw provision authorizes electronic voting without specifying just how it is to be conducted. I suppose, though, that the quoted provision can also be read as just authorizing electronic meetings. That is not the way I read it. Ultimately, this is a matter of bylaws interpretation as to just exactly what this bylaw provision does authorize. If the intent of this bylaw provision is to authorize electronic voting, there should be some procedure for the members to discuss a motion (even if by email or text messages) prior to voting on it. From the few snippits of the bylaws that we have had quoted to us in the various threads started by Shawn, I must say I am not impressed with what I have seen and believe that either a bylaws revision or the adoption of some good, well thought out standing rules and special rules of order might be in order. They bylaw provisions I have seen so far seem big on concept but severely lacking in specifics. I agree with a statement Mr. Katz made in another thread that seeking the advice of a professional parliamentarian might be in order. At a minimum, it may turn out that there is an NAP local unit nearby with one or more members who will be happy to assist with a review.

Based on that statement, I woud agree with Mr. Katz that your board should probably tighten things up a bit. If you don't have RONR, which is almost 800 pages and costs about $12 or $13 on Amazon, I would encourage you to get a copy of RONR in Brief. It's about $7.50 on Amazon and in bookstores. It is by the same authorship team as RONR, but gives you the bare bones basics of how to properly conduct a meeting, make motions, etc. It may be perfect for members of your board. http://www.robertsrules.com/inbrief.html If you want something a little more advanced but easier to understand than RONR, I would suggest Robert's Rules For Dummies by C. Alan Jennings. It is not intended to be adopted as a parliamentary authority, but is rather a book about RONR and can be a great help in understanding it.

Agreeing with Mr. Huynh, here is what RONR says about committee "minutes" on page 500: "COMMITTEE PROCEDURE. In small committees, the chairman usually acts as secretary, but in large ones and many standing committees, a secretary may be chosen to keep a brief memorandum in the nature of minutes for the use of the committee. "

I agree with Mr. Katz that you should study your bylaws carefully for controlling provisions on this. It would be unusual for bylaws to mention different committees, officials and directors without saying anything about how those positions are filled. However, if your bylaws are truly silent, then the board (or the general membership) quite likely has the authority to adopt procedures for these appointments. Do you also have a general membership, or just this board? Unless your bylaws provide otherwise, committees and committee chairs are subservient to the board and/or the membership as the parent body and are subject to the orders and control of the parent body. Committees (and committee chairs) have only such authority as they are granted by the bylaws or by the parent body. I agree with Mr. Katz that you should review your bylaws very carefully to see if these issues are in fact addressed in the bylaws or perhaps in previously adopted rules.... all of which should be available for inspection by the members.

I'm going to disagree with my friend Joshua a bit and say that if what you have been doing works for you, I see no need to change anything. Just keep in mind that you aren't really following the rules in RONR. However, if you or others believe you are wasting too much time in your meetings, then tightening up your procedure a bit will probably be a good thing. The advice Joshua gave you is all technically correct, but RONR does say at one point that there is no need to be more technical than is necessary for the organization to function. Well, it doesn't say it in just those words, but I think that's the gist of it. Here is the quote I was thinking of, from page 456 of RONR: The president should never be technical or more strict than is necessary for the good of the meeting. Good judgment is essential; the assembly may be of such a nature, through its unfamiliarity with parliamentary usage and its peaceable disposition, that strict enforcement of the rules, instead of assisting, would greatly hinder business. But in large assemblies where there is much work to be done, and especially where there is likelihood of trouble, the only safe course is to require a strict observance of the rules.

I don't think you are missing anything. I agree with you. I think it highly unlikely that the status of this liaison member had any affect on the quorum for this meeting, but this whole thing is so convoluted that I think there is still a chance, although small, that there is language in a document we haven't seen that would cause this meeting to not have a quorum. It could be that although he is considered a board member, he does not count toward the quorum when the board is considering an issue he cannot vote on. If that's the case, although unlikely, that would cause the meeting to have been short of a quorum. I think there would have to be pretty explicit language in the bylaws or some other controlling governing document for that to be the case. Unless that language exists somewhere, I think they had a quorum and the motion had a majority vote.

I don't think we know enough about the status of this "liaison member" and what the bylaws say about him for us to speak with any authority on whether there was a quorum present. My guess is that there was a quorum, but we don't have enough information to say that with any certainty. We also don't know what this Memorandum of Understanding says or what legal significance it has. I think all we can say with any degree of certainty is that if the vote on the motion was 3 to 0, there was a majority vote pursuant to the rules in RONR. We just don't know enough to address the status of this liaison member and his effect on whether a quorum was present or on whether the motion passed if their rules require something other than a standard majority vote for passage of the motion in question. Perhaps we can be more helpful if Maggie 906 will provide more information and quote EXACTLY what the bylaws say about the makeup of the board and the status of this liaison member and the quorum requirement. It would also help to know more about this "Memorandum of Understanding" and what it says about this liaison member and just what its legal significance is. There are just a whole bunch of unknowns here. Too many, in fact, for us to say more than that a vote of 3 to 0 is a majority vote pursuant to RONR.

In my opinion the society is not responsible for the cost of postage of a member mailing a proposed by law Amendment to the bylaws committee in the manner specified in the bylaws. The bylaws can contain just about any provisions that the members want them to contain. Apparently, the members wanted this provision in the bylaws. Ultimately, this is a matter of bylaws interpretation, but that is my interpretation for whatever it's worth.

Agreeing with Mr. Katz and Mr. Huynh, and with my own earlier post, based on the information you have provided and the rules in RONR, the motion in question received a majority vote and was adopted. I'm curious: on exactly what basis does the dissenter claim that the vote was invalid and that the motion was not adopted? Edited to add: I'm inserting a big caveat here. We have not read your bylaws or this memorandum of understanding that you have spoken of. It is quite possible there is language in one or the other of those documents that would cause us to change our opinions. However, not having seen that language, we can base our answers only on what you have told us and on the rules in RONR .

FWIW, I still do not understand all of this and I am still confused. I don't see where RONR is at all clear that we can do what Mr. Honemann seems to be suggesting. I hope the inserted provision CAN be removed with a simple majority vote at the next session to which the question was postponed, but I just don't see where RONR comes even close to saying so.

Guest Phil, I agree with my colleagues that more information would be helpful. You might also take a look at FAQ # 20: http://www.robertsrules.com/faq.html#20 If your president cannot or will not fulfill his duties as set out in your rules or bylaws, you have at least three options: Change the rules (whether in the bylaws, standing rules, or whatever), discipline the president, or remove the president. FAQ # 20 addresses removing the president.