Richard Brown

I'm not sure if guest Joanne is asking about roll call votes or conducting a roll call of members at the beginning of the meeting to make a record of who is present. RONR does not require keeping track of what members are present. It is up to each individual organization to determine whether to do this.

Joshua, it can be a committee or not be a committee, whichever is the pleasure of the society. If one person is appointed to be in charge of the kitchen, it could be argued that that person is a one-man committee. However, although the kitchen committee might be in the nature of a standing committee, it cannot actually be a standing committee without amending the bylaws. There is nothing RONR that indicates a committee's function should be limited to parliamentary matters. Have you never heard of Christmas party committees or Fourth of July committees or Clubhouse maintenance committees which are created with power and charged with actually putting on an event or executing their charge? Those committees might not ever report back to the membership or the board until after the event is over. All of their decisions and activities take place outside of meetings of the society.

I disagree. I think taking care or maintaining the kitchen as something very much within the purview of a committee, especially one created "with power".

Perhaps I am missing something, but as I recall, the original post said that only certain standing committees are created in the bylaws and that the board is given the authority to create ad hoc committees. If that is the case, then I don't see how the society can make this a standing committee without amending the bylaws.

Thank you, Atul. That makes sense and confirms what my gut told me the case should be.

This is what I was referring to when I said the Board has no authority to rule the special meeting null and void. As I recall, that was JKaRe's original question. I don't see where the board was directed to do anything. I don't see in the original post where the membership directed the board to do anything. I'm under the impression that the Board took it upon itself to declare the membership's action null and void. I still maintain that, no matter how egregious the membership's action might have been, the Board, as a board, has no authority to declare any of the membership's actions null and void.

I was in the process of editing my response to elaborate on the illegality of what they did when you and Atul posted your responses almost simultaneously. So, I decided not to post the edit. I don't have the answers to all your questions. This is made more difficult because it appears it was bylaw amendments they were voting on. As to the vote required to do that, it seems to me a ratification should be by the same vote threshold required to adopt the motion in the first place, but I think I've seen posts in this forum to the effect that actions which required a two thirds vote to pass could be ratified with a regular majority vote. I hope someone can weigh in on that point. All of that is another reason why they should not have done what they did. They should have noted the absence of a quorum and the chair should have declared any substantive action other than the actions permissible in the absence of a quorum to be out of order. In the case of an ordinary motion, ratification is rather straightforward. But, in the case of bylaw amendments, it is more problematic. Let's see what we can agree on: First, I think we can all agree that the votes on the bylaw amendments should not have taken place. The chair should have ruled them out of order due to the absence of a quorum. They could have set an adjourned meeting, but they didn't do it. Second, I think we can all agree that, regardless of how improper it might have been for the membership to adopt the bylaw amendments, the board had no authority to declare that action null and void. Third, I think... or at least hope...we can agree that at the next membership meeting perhaps a member should raise a point of order that the bylaw amendments were not validly adopted and that they are null and void. The chair should find the point of order well taken and rule the amendments null and void. I do think that, as a purely technical matter, the action from the previous meeting could still be ratified, but at the moment I don't know whether it would take the same vote as needed to amend the bylaws (presumably a two thirds vote, but I'm guessing) or if the action could be ratified by a majority vote. That will require some research. Maybe someone who knows will weigh in... I know it has come up before. One more problem is a notice problem... this was a bylaw amendment that was apparently noticed for a special meeting. This raises the question as to whether it would be appropriate to consider it at a meeting without notice. All in all, I think the best thing for them to do is to have the bylaw amendments declared null and void at the next meeting and to start over and notice the proposed bylaw amendments for a future meeting. And do it correctly at that meeting. All this goes to show why a quorum requirement should not be ignored....and especially not for something as important as bylaw amendments. It leads to too many problems.

No. Unless your bylaws give the board the power to overrule decisions of the general membership, the board has no such authority. The membership is supreme. See Official Interpretations 2006-12 and 2006-13 http://www.robertsrules.com/interp_list.html#2006_12 As to the action taken at the inquorate meeting, your solution is to attempt to have the membership ratify the action at a future meeting...either the next regular meeting or a special meeting. btw, a quorum requirement in the bylaws cannot be suspended, but, as I said above, the action taken at an inquorate meeting can be ratified provided the meeting was properly scheduled and noticed.

I agree.

A little more information might be helpful, but, unless your bylaws provide otherwise, a board has no authority to countermand a decision of the membership. The board can and most likely should work to carry out the directives of the membership, but does not have the authority to contravene a membership directive.

It seems to me it is ultimately up to your organization to determine for itself whether "approving" the report amounted to adoption of the rules proposed by it. My own guess, which really doesn't count since I'm not a member and wasn't there, is that the members thought they were indeed adopting the proposals. Is it customary for your members to vote to "approve" reports regardless of whether they contain recommendations? If so, you should stop that practice. It leads to exactly the problem you are facing now. Reports should not be "approved". They are given, either verbally or in writing or a combination of the two, and that is that. No "approval" is necessary or even proper unless it is desired to actually adopt what is in the report. However, adding the proposed rules to the bylaws should be a completely different matter. Adding rules to the bylaws can be done only by following the procedure spelled out in your bylaws for their amendment. I doubt that what was done satisfies those requirements.

Agreeing with my colleagues, and just wanting to make sure there is no question about what they have said, a rule in the bylaws or Constitution imposing term limits cannot be suspended.

Guest Aliris, is this California "Neighborhood Association" considered a public body in California or subject to the California "Brown Act" regarding public bodies? If so, it might have something to say about this.

I agree with the response by Mr. Mervosh and would add that the president should relinquish the chair to you as VP if she intends to speak in any way on the motion. RONR requires that the president remain impartial and not participate in debate. See the following language from pages 394-395 of RONR: "Rule Against the Chair's Participation in Debate If the presiding officer is a member of the society, he has—as an individual—the same rights in debate as any other member; but the impartiality required of the chair in an assembly precludes his exercising these rights while he is presiding. Normally, especially in a large body, he should have nothing to say on the merits of pending questions. On certain occasions—which should be extremely rare—the presiding officer may believe that a crucial factor relating to such a question has been overlooked and that his obligation as a member to call attention to the point outweighs his duty to preside at [page 395] that time. To participate in debate, he must relinquish the chair; and in such a case he should turn the chair over: a) to the highest-ranking vice-president present who has not spoken on the question and does not decline on the grounds of wishing to speak on it; or b) if no such vice-president is in the room, to some other member qualified as in (a), whom the chair designates (and who is assumed to receive the assembly's approval by unanimous consent unless member(s) then nominate other person(s), in which case the presiding officer's choice is also treated as a nominee and the matter is decided by vote). The presiding officer who relinquished the chair then should not return to it until the pending main question has been disposed of, since he has shown himself to be a partisan as far as that particular matter is concerned. Indeed, unless a presiding officer is extremely sparing in leaving the chair to take part in debate, he may destroy members' confidence in the impartiality of his approach to the task of presiding." (Emphasis added)

If it's important to take something up early in meeting, it can be made a special order for the meeting. You can also suspend the rules to take it up earlier or amend the agenda to move it up or take it out of order. If your agenda hasn't been adopted yet, the proposed agenda can be amended prior to adoption to take it up anywhere you want to. Everything on an adopted agenda is essentially a special or general order.

Yes, the meeting was still legitimate.

You might consider changing the proposed amendment to apply specifically just to standing rules and special rules of order that are to have a continuing effect. A no-smoking rule, for instance is pretty clearly in the nature of a standing rule. A motion to, say, buy free standing ash trays to place at the clubhouse entrance (or on the clubhouse back porch) is not. It is a motion to do something once, to make a one time purchase. A motion that members and guests must extinguish all cigarettes, cigars and tobacco products before entering the clubhouse would be in the nature of a standing rule: It has continuing effect.

I agree with the posts quoted above by J.J. and Gary Novosielski. A motion to spend more money than the organization has in the bank is not our of order per se. A motion to rob a bank to get the money would not be out of order, either, per the 11th edition, as the laws prohibiting bank robbery are not procedural laws. Under previous editions, it might have been out of order to adopt a motion to rob a bank, but the 11th edition (or maybe the 10th) clarified that only violations of procedural laws cause a motion to be out of order. Unwise, perhaps, but not out of order. See pages 3, 125 and 251 of RONR 11th ed.

Guest Pat D, is this a public body of some sort? If so, do your rules or state open meetings laws (sunshine laws) require that all votes on substantive motions be record votes?

As Mr. Katz said, a motion to amend the bylaws is a special form of the motion to amend something previously adopted. However, it is not usually referred to as a motion to amend something previously adopted, but is referred to simply as a proposed bylaw amendment. It is treated just like any other main motion, but is usually subject to special notice and vote requirements for adoption.

Ok. I agree. Your original response, "and also not the parliamentarian", wasn't clear what it was you were trying to say about the parliamentarian.

Huh??

Yep. And you are free to do what you want to and talk about what you want to during a recess. If a few members want to briefly discuss something informally and try to come up with the wording for an appropriate motion, moving for a brief five minute recess can serve that purpose. Then, when the meeting is called back to order, introduce the motion. In my experience, that works better than having someone make a poorly worded motion on the fly which is so awkward or deficient that the assembly must spend a half hour or more just trying to perfect it using multiple motions to amend....just to have it still be a poorly worded motion.

I agree with Mr. Katz. It does seem to me, though, that the term is perhaps being used in the sense of the vote required for the Executive Council to overturn a vote of the membership. In RONR, it would not be possible for such a board to overturn the vote of the membership, but the membership could overturn actions of the board. The term could also be used in the sense of a"Motion to Reconsider" or a "Motion to rescind or amend something previously adopted". The two thirds vote requirement is the requirement in RONR to rescind something previously adopted without previous notice. However, RONR permits something to be rescinded or amended with a majority vote if previous notice is given. I'm speculating. We really don't know what is meant by that term and it is up to your organization to figure out what it means. It does not come from RONR.

The term "revote" is not used in RONR. More information as to the context in which the term is being used would be helpful. It could mean any one of several different things.