Richard Brown

The reason for it is to protect absentees. Who was absent? Who objected? I realize my opinion may be in the minority and that some members of the authorship team might disagree. It is still my opinion. Minority opinions often turn out to be majority opinions with the passage of time, as anyone who follows Congress, the history of the Supreme Court, and science can attest. Edited to add: I'm also putting on my attorney hat and thinking about how a court would look at a case where all members of a governing board were present without objection and all voted in favor of a motion to which some member of the general membership objects and files suit to have the action declared invalid. But, since we aren't supposed to get into that here, I won't go any further with that other than to say I'm also looking at this from that angle. I could well be wrong on all counts. But, until I am persuaded otherwise, it is still my opinion. Now, having said that, my advice, if confronted again with the situation, will probably be: "Call another special meeting if there is time. If not, go ahead and have your meeting and do what you think needs to be done, but ratify or re-adopt the same motion asap at either another special meeting or at the next regularly scheduled meeting".

Oh, I agree. But failure to mention that key point doesn't make it go away. I still have heard no good argument presented as to any purpose for the rule... and for it being non-suspendable... other than to protect absentees.

The question which started the thread being referred to was my question. Although the majority of members responding, including one or two members of the authorship team, said that if the meeting wasn't properly called, any business conducted would be null and void, that opinion was not unanimous and at least two of us disagreed with it. I still disagree for the simple reason that I have heard no reason articulated for the rule other than that it is designed to protect absentees. I also believe it is a rule of order which can be suspended if there are no absentees and no objections. If thee are no absentees, there is no one to protect. I could be wrong, but I believe there have been other situations presented on this message board where the authorship team has taken the position that the purpose of a rule should be taken into account in determining whether it is applicable in a particular situation. It is my position that this is one of those situations.

I'm not convinced that the auditor's report necessarily becomes a part of the minutes. The assembly can, by a majority vote, order that it be included in the minutes, but I'm not convinced that it automatically becomes a part of the minutes. I think keeping it on file without actually including it in the minutes might be appropriate. I view this much like, say, a motion approving a lengthy 25 page contract, lease, report, blueprints, etc. I don't think a motion to "approve" a document means that the entirety of the document should automatically become a part of the minutes. I can find nothing in RONR which says such a report should be included in the minutes. Does anyone have a citation?

Not necessarily. Just as with any other meeting, the chair may just declare the meeting adjourned under certain circumstances, such as: When the time for adjournment has been reached, in case of an emergency, and when the agenda or order of business has been completed. In that case, the chair should ask if there is any other business, and, after a brief pause, declare the meeting adjourned. In the case of a special meeting, further business would be unusual, but still possible. An example might be a member giving notice of an intent to make a motion at the next meeting to rescind a motion just adopted at the special meeting. Edited to add: See pages 240-242 and also pages 122-123.

Guest Alan Moll, I agree with the advice by Mr. Merritt. Something about your original post makes me afraid that you might be hoping to adopt the bylaws revision first and then go back and start amending it. That is not the right way to do it. You perfect it first with amendments then adopt it once you are finished amending it.

I don't see why not. I was about to suggest the same thing. Edited to add: I suspect, however, that the society doesn't care enough about the dues the Treasurer might owe to another entity to actually pay those dues on her behalf!

I think Mr. Harrison raises a valid point. I also agree with his conclusion that if the committee has already met and voted on the issue, the assembly's recourse is probably limited to censure, removal from office, or perhaps some other form of discipline. I think we need more information to know if the provisions of lines 15-30 on page 606 regarding instructions to a delegate would be applicable to the situation here. I note also that the referenced section of RONR seems to be directed to conventions. I'm not sure if that provision would apply to the situation described here by the original poster. I will leave it to others to speculate on that.

Bylaw amendments (and revisions) are covered in Chapters 57 and 28 of RONR. It is a more extensive than I care to get into here other than to say that with a revision, the entire document is open to amendments and it should be taken up in seriatim (by paragraph), with each paragraph first being perfected and then the document as a whole being voted on and again subject to amendments. Perhaps someone else will go into more detail. Edited to add: It would be permissible to adopt a motion to consider the document as a whole rather than by paragraph, but the entire document is subject to amendment just like any other main motion would be. A motion to consider the document as a whole would require a majority vote unless it is adopted by unanimous consent.

Breck, I edited and added to my answer as you were replying, so you might go back and re-read it for the additional information. Also, although Robert's Rules of Order Newly Revised in Brief is an excellent primer for the basics, it contains nothing on forming a new organization. It is designed to just give people the basics on how a meeting should be run, how to make motions and amendments, etc. It covers only the basics.

Breck, have you read Chapter XVII in RONR, "Mass Meetings and Organization of a Permanent Society" on pages 543=561? It pretty much walks you through the process of starting a new organization. Chapter 53 is "Mass Meetings" (which is usually your first meeting) and Chapter 54 is the actual process of organizing the new society. If you do not have a copy of RONR, I suggest you get a copy as it has extremely useful information for starting a new organization. It's only about $12.50 or so from Amazon, about $18 in bookstores. Another book which is helpful in this regard is "Robert's Rules for Dummies" by C. Alan Jennings. It is currently in its third edition. Edited to add: As to the best into to RONR, I woud say without a doubt it is Robert's Rules for Dummies by C. Alan Jennings. Keep in mind it is not intended to be a substitute for RONR, but is rather a book about RONR and can be an excellent help in understanding it. Robert's Rules of Order in Brief is also an excellent book for the basics. It is written by the RONR authorship team and costs about $7.00 online and in bookstores.

Guest Constance, we know nothing about your organization's structure, but in addition to the points already made, and which I agree with, does your organization even have the authority to have any say whatsoever in dues payable to your "district", whatever that is? What is this "district" you speak of and what is its relationship to your organization? It seems to me that the "district dues" would be set by and controlled by some "parent" organization. Is that the case? If so, why are they letting your treasurer get away without paying their own dues? For example, I am a member of NAP (The National Association of Parliamentarians), the LAP (Louisiana Association of Parliamentarians) and the Metairie, LA unit of NAP. All three entities are part of the parent organization, the NAP. They all have their own dues structure. I pay national, state and local dues. Let's assume, for the sake of this discussion, that my local unit, The Metairie Unit, might be able to adopt a motion exempting me from paying unit dues. Fine. But, the Metairie Unit has no authority to exempt me from payment of my state dues or national dues. Those entities would have to exempt me from payment of their dues. And my state association has no authority to exempt me from payment of my local unit dues. Each organization (entity) is in control of its own affairs to the extent allowed by the national association's bylaws. Perhaps that isn't a good analogy, but your reference to paying "association dues" and "district dues" leads me to believe that there is some sort of "parent entity" and "subsidiary unit" here, each with its own dues structure. Is your organization in charge of setting the dues for both your organization and "the district"? If not, who sets the "district" dues? Note: This issue is in addition to the problem of the adopted motion waiving payment of district dues being in violation of your bylaws. I'm questioning whether your organization could waive payment of those dues even if your bylaws made no mention of payment of district dues.

Thank you, Guest Constance. In that case, I agree with the comment above by Mr. Mervosh.

Nothing in RONR prohibits the president and the chairman of the board of an organization from being the same person. In fact, it is frequently the same person. As to whether there are any IRS rules pertaining to that question when it comes to tax exempt 501 c 3 organizations (or any other tax exempt organizations), I doubt it, but that is a legal/tax question which is outside the scope of this forum.

Guest Constance, I have a question. Do your bylaws actually say that the treasurer must pay the district dues and the other assessments? Or, is that your interpretation of the provision that exempts the treasurer from payment of membership dues?

Agreeing with Mr. Martin, the other members can still show up for the meeting which the president tried to cancel. If they have a quorum, they can still conduct business and adopt motions just as effectively as they could have if the president had not tried to cancel the meeting. However, even though not authorized by RONR, cancelling meetings is a fairly regular phenomenon, usually due to bad weather or some other unforeseen circumstance. It has been my experience that when a president does "cancel" a meeting the members generally acquiesce and consent to the cancellation. However, the members do still have the right to show up and conduct the meeting without the president, assuming a quorum is present.

Atul's original response, before he amended it, is what prompted me to weigh in. His original response said, in essence, that this rule is a rule protecting absentees and cannot be suspended. The edited version throws in some wiggle room. I'm not at all certain that this rule is a rule protecting absentees. I think we need more information before we can come to that conclusion. In addition to the points Atul raised in the first sentence of his edited post about the type meeting being held and the manner of distributing the agenda, I think we need to know how, when and by whom the agenda is prepared. I can think of... and have actually seen... examples of such rules that were not intended to protect absentees. I also note that the language in RONR on pages 263-264 about a rule protecting absentees makes reference to previous notice of a proposed bylaw amendment but not to other types of motions. I also note that the book appears to be giving examples, not an exhaustive list of rules which protect absentees. All things considered, I think we need more information before we can say that this is a rule protecting absentees and that it cannot be suspended. And I commend Atul for second guessing and editing his original response!

I'm afraid nothing in RONR prevents the trustee from voting as he deems appropriate. However, if he is ignoring the will of the body which elected him, he might be subject to disciplinary action and or removal from Office, depending on the organization's bylaws and governing documents. Edited to add: you might see FAQ # 20 regarding removal from office http://www.robertsrules.com/faq.html#20

Agreeing with my colleagues, I suggest that this organization amend its bylaws to clarify just how one becomes a "member" and what the distinction is, if any between whatever different classes of members it might have and what rights (and obligations) the members of each class have. If there is more than one class or type of member, it needs to be spelled out in the bylaws.

Agreeing again with all of my colleagues, I would urge you, smastiff, to learn about how to appeal from the ruling of the chair and to be prepared to do so. When I say "be prepared to do so", I don't mean just the mechanics of an appeal, but to have already discussed the situation with other members who agree with you and to have them prepared to back you up with a second and a vote to overrule the decision of the chair. Just knowing the mechanics of how an appeal works doesn't help you much if nobody else knows what you are doing and how to support you and your appeal. One of the best ways to convince your colleagues in your organization that the president is wrong is to show them this discussion... or to show it to them in the book. That advice holds true anytime you are having to take action to deal with a difficult chair or one who doesn't understand the rules. It's not enough for you to be the only one who knows what should be done. You usually need support from others when you are going to challenge the chair on procedure. Note: You might pick up a copy of Robert's Rules of Order Newly Revised in Brief, by the authorship team of the "big book". It's only about $7.50 and it gives you the basics of proper parliamentary procedure. It's an excellent book for those who just want the basics: http://www.robertsrules.com/inbrief.html Another book which I recommend for those who find the "big book", aka RONR aka "The Right Book" to be a bit intimidating is Robert's Rules for Dummies by C. Alan Jennings. It's currently in its third edition. It is not a substitute for RONR but is rather a book about RONR and can be an excellent aid in understanding some of the more complex provisions of RONR.

Well, besides knowing who or what body is responsible for filling vacancies, I think it is important to know what the Constitution says about submitting resignations. Do the Constitution or bylaws specify who a resignation should be submitted to?

Agreeing with the others, the president should have nothing to do with the minutes. A draft of the minutes is prepared by the secretary. Those draft minutes are then corrected and approved by the assembly which was meeting, not by the president. The president has no more control over the minutes than any other member of the organization. The membership itself (of the body which was meeting) is in control of what is in the minutes, which should be a record of what was done, not what was said. Until the minutes are approved by the body which was meeting, they are merely draft minutes.

Without the approval of the general membership?

I agree with the responses by Atul Kapur and Hieu Huynh, but would add that although the board may determine who may attend and speak at its meetings, it is likely subject to the control of the general membership which could adopt a special rule of order permitting or prohibiting non board members from attending or speaking at board meetings. This seems to be even more the case where, apparently, EVERY decision of the board must be ratified by the general membership. This board is clearly subservient to the membership. Taken literally, that rule about the membership having to approve every decision of the board would apply even to parliamentary motions, subsidiary motions, etc. Somehow, I don't think that was the intent of the drafters.... but that is for this society to decide. It is one thing to say that the board is subject to the directives of the membership or that the membership may reverse board actions. It is quite another to say that every board decision must first be approved by the membership before it becomes effective. I have to wonder how such a bylaw provision ever got approved. Perhaps the quoted passage is meant to say that "The membership, by a majority vote at its next meeting, may reverse decisions of the board". That would make more sense, but there is still the period of time between the adoption of a motion by the board and it's approval or rejection by the membership during which period I have no idea whether the board decisions are effective. Now, what was the original question? Oh, yeah. About non-board members attending board meetings. I think the general membership has the right to weigh in on this with an appropriate rule... or by vetoing any rule adopted by the board which the membership doesn't like.

I agree with the suggestion by GWCTD. In fact, RONR actually suggests as much on page 39 where it says as follows: "When a member who has legitimately obtained the floor offers a motion which is not in order, the chair may be able, in certain instances, to suggest an alternative motion which would be in order and would carry out the desired intent to the satisfaction of the maker."