Richard Brown

You still have not told us whether it was a regular board meeting or a meeting conducted in executive session. It makes a difference in how the minutes are handed and in what can be disclosed to others. Do you understand what the term "executive session" means? Edited to add: This what RONR says about an executive session on pages 95-96: "An executive session in general parliamentary usage has come to mean any meeting of a deliberative assembly, or a portion of a meeting, at which the proceedings are secret. This term originally referred to the consideration of executive business—that is, presidential nominations to appointive offices, and treaties—behind closed doors in the United States Senate. The practice of organizations operating under the lodge system is equivalent to holding all regular meetings in executive session. In any society, certain matters relating to discipline (61, 63), such as trials, must be handled only in executive session. A meeting enters into executive session only when required by rule or established custom, or upon the adoption of a motion to do so. A motion to go into executive session is a question of privilege (19), and therefore is adopted by a majority vote. Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being [page 96] held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. A member of a society can be punished under disciplinary procedure if he violates the secrecy of an executive session. Anyone else permitted to be present is honor-bound not to divulge anything that occurred. The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes—that is, the action taken, as distinct from that which was said in debate—was not secret, or secrecy has been lifted by the assembly. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting. "

What the secretary put in the minutes was not correct, but first I have some questions concerning just what happened and your use of the terms "executive","executives", "executive meeting" and "executive minutes". What group was meeting? Was this a meeting of the Executive Committee (or board), or a meeting of some other group in executive session, or a meeting of the executive board being conducted in executive session? An executive session is a "secret" session. Meetings of executive boards and committees are not necessarily conducted in executive session. The comments of members should not be in the minutes regardless of whether they were "in private" or in executive session, but the prohibition is even stronger if the meeting was in executive session. Minutes of a meeting... all meetings... should contain a record of what was done, not what was said. No attempt should be made to quote or summarize comments or debate. Minutes can always be corrected, even years after the fact. When the minutes are first up for approval, they can be corrected by a regular majority vote, although it is usually done by unanimous consent. However, if someone objects or there is disagreement, a majority vote settles the issue. The body which was meeting is the body which approves the minutes of its own minutes meetings. Once the minutes have been approved (whether as submitted or as corrected), they can still be corrected at a future meeting by use of the motion to Amend Something Previously Adopted. The motion requires a majority vote if previous notice was given. Without previous notice, it requires a two thirds vote or the vote of a majority of the entire membership. If it is a board meeting, obtaining a majority of the entire board is often easier than a two thirds vote, especially if all members are in attendance. If the meeting at issue was in executive session, the minutes of that meeting, or at least the part of it that was in executive session, should not be sent to the general membership or anyone else without the express permission of the body. Doing so defeats the entire purpose of having the meeting in executive session.

Touche', Dan! Here it is: Special meetings. Special meetings of the board may be called by the president or any two members of the board by giving notice of not less than five, nor more than 14 days before the date of the meeting. I trust that I paraphrased accurately, at least for the purposes of my question.

Agreeing with Mr. Huynh and with the answer to FAQ # 12, the Chamber board member is correct: There is technically no such thing as "tabling" or to "table" something in RONR. If it is in fact desired to set something aside temporarily in order to take up something else more pressing, such as interrupting the consideration of a motion in order to allow the guest speaker, who just arrived, to make his presentation, the proper motion is to "Lay on the Table", not to "table". However, the motion to lay on the table (or to "table") is usually misused and is used when the correct motion is to "postpone" to a definite time or date, usually to the next meeting. The public bodies you mentioned are misusing the motion, but that is not uncommon with public bodies. In my area (a city just outside New Orleans), the most common term used for postponing something is to "defer" it. The only time my city council uses the term "postpone" is when they want to postpone something indefinitely.... which actually kills the motion without a direct vote on the merits. Occasionally a council member will correctly move to postpone something to the next meeting, but that's unusual. They almost always use the term "defer", which RONR frowns upon on page 149. btw, committees of the Louisiana Legislature use the term "defer" in place of postpone, too. I guess it's a hard habit to break. Here is what RONR says about it on page 149: "The subsidiary motion to Postpone to a Certain Time (or Postpone Definitely, or Postpone) is the motion by which action on a pending question can be put off, within limits, to a definite day, meeting, or hour, or until after a certain event. (The expression "to defer" should be avoided, since it is often [page 180] subject to vague usage.)"

That is an area that is more subject to the control of your own state's ethics laws and open meetings laws, rather than parliamentary procedure. State laws generally dictate when public officials must recuse themselves and what the effect of a recusal is. Under RONR, even if a member has a conflict as defined in RONR, he still has the right to debate and vote on the issue and cannot be compelled to abstain. RONR provides that if a member has a financial personal or pecuniary interest in the outcome of something not in common with other members, he should abstain from voting. However, he cannot be compelled to abstain.

Well, generally, yes, but not necessarily. Here is what RONR actually says on page 401 about taking a two thirds vote: "In determining whether a question has obtained two thirds of the votes cast, the chair should take a rising vote (or, in a very small assembly, if he prefers and no one objects, a vote by show of hands), and he should obtain a count of the vote whenever he is in doubt concerning the result." I suspect that the manner of taking the two thirds vote is the least of Guest Harrison's worries right now, but who knows. He's still trying to figure out when it's even required. We don't know how many people attend his meetings. If it's a relatively small meeting, I wouldn't worry too much about whether the vote is taken by a rising vote or a show of hands. If they prefer a show of hands, and the vote is close or inconclusive, then take it again as a counted rising vote.

I think the key, or at least an important factor, is the sentence I have bolded: "Officers . . . shall serve for a term of one year or until their successors are elected". The new officers were elected at the May meeting. Therefore, the terms of the outgoing officers (except for the Treasurer) ended the moment the new officers were elected. The terms of the new officers began at the same instant (except for the Treasurer), at least in my opinion (and assuming there isn't another relevant bylaw provision we don't know about). The foregoing language also comports with the rule in RONR that unless the bylaws provide otherwise, elections take effect immediately. What is the custom here? When do the new officers usually take over? That will also be a factor. Edited to add: I strongly urge that the bylaws be amended to remove the vague and ambiguous wording about officers taking over following the close of the meeting in May or June". Pick a meeting. Be specific.

Agreeing with Mr. Novosielski, I will add that it is fairly common for banks to try to get all of the "old" and "new" officers/signers to come in together to make changes on the "signature cards". Consider yourself fortunate if you have a bank that is easy to work with when it comes to making changes in a non-profit organization's bank accounts. Some, usually the larger banks, can be quite picky and hard to deal with... such as their insistence that everyone come in together. Some don't care much about the resolution, but just want all of the old and new officers to sign off on the changes. In the case of one organization I belong to, we recently discovered that the bank had never removed any of the old signers from the checking account and that we had quite a few current and former members who have not been officers for several years but were still authorized to sign checks.

This is what RONR says about the effective date of elections on page 444 absent a contrary provision in the bylaws: "TIME AT WHICH AN ELECTION TAKES EFFECT. An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election. An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." (Emphas added)

Guest Boardnightmare, what, if anything, do your bylaws say about terms of office? You quoted what they say about when the "new" board takes over (sort of), but I'm asking what the bylaws say about terms of office for officers. It might be in the section on officers, elections or somewhere else. What, if anything, do they say about when the officers assume office? What, exactly, do your bylaws say about the annual meeting? Please quote the relevant provisions exactly, don't paraphrase. For whatever it's worth, RONR says that elections take effect immediately unless the bylaws provide otherwise. By immediately, RONR means the instant each officer is elected. It is common for bylaws to provide that new officers assume office upon adjournment of the annual meeting. Do yours say anything like that? Edited to add: I concur with the comments above by Josh Martin. I don't see any parliamentary issues, either, except as to when the election becomes effective. RONR is clear on that point, absent a contrary provision in the bylaws.

Based on what you just posted, and especially on the provisions I have highlighted (in bold), I reaffirm my earlier position that the current president may serve out the remainder of the current term to which he was elected prior to the adoption of the bylaw amendments. As I read these provisions, they prohibit a trustee (previously we referred to them as board members) from being NOMINATED to a third consecutive term. They do not prohibit a trustee from completing a third term to which he had already been elected prior to the adoption of the amendments. I note that there are separate provisions dealing with the terms of office of the president, who is apparently elected annually (from among the trustees?) to serve a term of one year. As I recall, without going back and re-reading everything, I have previously stated that I see nothing to prohibit the current president from completing his third term to which he was elected prior to the amendments. I'm also assuming that the provisions at issue which some claim would prohibit the current president from completing his third term were all adopted after he was elected to the third term. I'm making the same assumption with regard to the provisions regarding term limits for trustees. Both sets of provisions seem to prohibit only being nominated for or elected to a third consecutive term, but do not prohibit completing a term to which one was nominated and elected prior to the adoption of the amendments.

In my opinion, the new bylaw provision (b. Term limits for president) does not apply to the current president during this current term. I am of this opinion because the bylaw provision prohibits being ELECTED to an executive committee position after having served two one-year terms as president. The current president has already been ELECTED to this position. The provision doesn't prohibit SERVING a third term.... it prohibits being ELECTED to a third or subsequent term. It will prevent him from being elected to an executive committee position in the future, but it cannot retroactively "de-legitimize" his already completed election. If the intent was that the amendment apply to the currently serving president, it should have prohibited "being elected to or serving" as a member of the executive committee after having served two terms as president. Ultimately, however, it is up to your organization to interpret its own bylaws. Edited to add: Is the current president in a third CONSECUTIVE term? If so, the prohibition against serving more than two consecutive terms DOES seem to apply to him and should have prevented him from even being elected to the third consecutive term. If these three terms were not consecutive, then I do not believe that provision has been violated.

See FAQ # 1: http://www.robertsrules.com/faq.html#1 Edited to add: I was on my cell phone and for some reason could not open Guest Jillie's link when I posted that. I see now that what she posted is just a word document copy of FAQ # 1. btw, I agree with the comments by Mr. katz. If you have a copy of RONR, for more information on when the chair votes, see pages 53-54. For more information on the "Small Board Rules", see pages 9 and 487-488

I think Guest Janine might have been responding to my question asking her if she is a member of original poster Jay's organization. But, yes, belonging to this forum does have its advantages, primarily not having to fool with those darned captchas and the fact that it is much easier for members to follow threads they have posted in.

Guest Harrison, I believe I answered these questions in the other thread as best we can without your answering the questions we have asked you. I have explained in detail twice the vote requirement to rescind or amend something previously adopted. You have said three times now that you don't need a quorum at annual general membership meetings, but, finding that very hard to believe, I have asked you at least twice to quote the bylaw provision which states that there is no quorum requirement at your annual general membership meetings. You still have not answered. But, ignoring that for now, I have told you twice in the other thread what the vote requirement is to rescind or amend something previously adopted. I'm not going to repeat it here a third time.

Guest Janine, that's not exactly how several of us interpret it. At least two or three of us interpret the provision as applying to someone who wants to RUN for a third term. It refers to what is necessary to be nominated or elected. However, someone currently in office has already been nominated and elected. If the provision said a person is not eligible to SERVE a third term without the required waiting period, it would be different. But, this rule, as written, only addresses being nominated and/or elected to a third term... something that has already taken place. As an example, suppose an organization has a rule that says a person must meet certain qualifications in order to be nominated for office. Since that provision applies only to being nominated, it would not prevent someone who doesn't meet those qualifications from being elected as a write-in candidate or from serving if he is elected. If it is desired to prevent someone from actually being elected or serving without those particular qualifications, the rule should say that the requirement is a prerequisite to being elected or serving in that office. A prohibition against being nominated is not a prohibition against being elected or serving. Ultimately, however, because this is a bylaw provision, it is up to the organization itself to interpret the provision at issue. I'm curious: Are you a member of this organization?

Guest harrison/harrion, you did not answer my questions. You simply restated your original comment/question. Please tell us EXACTLY, verbatim, what your bylaws say about not requiring a quorum at the annual general membership meeting. Please don't paraphrase, but quote the provision exactly, verbatim, word for word. If your bylaws are simply silent about a quorum and RONR is your parliamentary authority, then you do in fact have a quorum requirement, per RONR, and that requirement is a majority of the entire membership. Also, what do your bylaws say about special meetings? You can't have them at all unless they are authorized in the bylaws. Edited to add: In one of my two previous posts I set out the vote requirement for rescinding or amending something previously adopted. A two thirds vote (or, as an alternative, the vote of a majority of the entire membership) is necessary, per RONR, to rescind or amend something previously adopted if previous notice of the motion to rescind or amend was not given. If previous notice is given, a majority vote is sufficient.

I agree with Mr. Martin's analysis. Clearly anyone in a fourth or subsequent term is out automatically, instantly. The gray area is an officer currently in his third consecutive term. I read the provision the same way Guest Zev does, meaning someone in his third term can complete that term, but it is definitely ambiguous and is a question for the organization to decide.

It is permissible to have a special meeting for the purpose of taking up a motion to rescind or amend something previously adopted provided your bylaws permit special meetings. Do they? If notice of the motion is included in the call of the special meeting as it should be, it can then be rescinded or amended at the special meeting by a majority vote. The notice should not just say that the purpose of the special meeting is to "revisit" the motion. The notice should specify that it is to consider a motion to rescind or amend the previously adopted motion

I agree with Mr. Mervosh and want to emphasize the last sentence of his post which I have highlighted. We get many questions... too many questions.... about what rights associate members have. This should be specified in your bylaws. The bylaws could either specify what rights the associate members have, such as "the right to attend meetings, to make motions, and to speak in debate but not to vote", or they can say something to the effect that "Associate members shall have all of the rights and privileges of regular members except for the right to vote". If you just say that "associate members shall not have the right to vote", that leaves open the question of exactly what rights they do have. It causes problems. Spell it out.

Guest Harrison, I'm not sure I understand what happened and I also question your statement that a quorum is not required at your annual meeting. What, exactly, do your bylaws say about a quorum generally for meetings and what do they say about the Quorum for the annual meeting? Please quote exactly, don't paraphrase. Pursuant to the rules in RONR, an adopted motion, assuming it was properly adopted, may be rescinded or amended at a later meeting. If prior notice is given of the motion to rescind, it may be rescinded (or amended) by an ordinary majority vote. However, if previous notice of the motion is not given, a motion to rescind (or amend) requires a two-thirds vote or the vote of a majority of the entire membership. The foregoing paragraph assumes that the motion was validly adopted. However, if there was not a quorum at the meeting at which it was adopted, there is nothing to rescind or amend and the motion may be declared null and void based on someone raising a point of order.

Well, if the notice of the amendment as required by your bylaws was not given, then the amendment was not validly adopted and the recent election would likewise be void. Whether the bylaws have been reprinted with the amendment is not a controlling factor, but could, perhaps, be construed by some as evidence that the secretary does not think the amendment was validly adopted. It is not unusual for it to take a while for bylaws to be reprinted with recently adopted amendments. The proper way to correct this is for someone to make a point of order at the next meeting that the bylaws were not validly adopted due to lack of notice as required by the bylaws. A notice requirement is something that cannot be suspended or waived. It must be complied with or the resulting action is null and void. The chair will (or should!!) rule on the point of order. His ruling can be appealed to the assembly. It requires a majority vote to overturn the decision of the chair. You really need to start over by giving notice of the proposed bylaw amendment in the manner required by the bylaws. Then adopt the amendment again (this time validly). Then give notice of an election to elect someone to the newly created position and hold an election. The election can actually be conducted at the same meeting at which the bylaw amendment is adopted, provided notice is given to the membership that an election will be held at that meeting if the amendment is adopted. If not, do the election at the next meeting after the adoption of the bylaw amendment. btw, you refer to the fact that the board adopted the bylaw amendment. Usually the membership has to vote on bylaw amendments. Is your board authorized to adopt bylaw amendments?

I agree with explaining a majority as "more in favor than against" (or "more yes votes than no votes"), but it is the term "more than not" that gives me pause. I just don't think it adequately explains what a majority is. When explaining a "majority vote" to laymen, I usually first say "it means more than half" or "more than half of the votes cast" and then follow that up with "more yes votes than no votes". Or, if it's regarding an election, "more votes than all the other candidates combined". Likewise, when explaining a two thirds vote, I usually add that the easiest way to determine whether you have a two thirds vote is "that there must be twice as many yes votes as no votes" or "if you have twice as many yes votes as no votes, then you have a two thirds vote". No need to bring out a calculator in most cases. And, of course, depending on the situation, particularly if the question concerns an election, it might be necessary to also explain that "illegal votes" (votes cast for an ineligible or unidentifiable candidate) count as a vote cast, but are not credited to any candidate. Thank goodness that isn't usually the case when someone wants to know how you calculate a majority or two thirds vote.

I suppose defining a majority as "more than not" might be an acceptable definition, but I much prefer the standard "more than half" as defined in RONR and other parliamentary authorities. I think the term "more than not" is just too confusing, especially for readers who, by the very question, do not understand what a majority is. Here is the definition of "majority" from page 400 of RONR, along with the examples used on that page: "Majority Vote—the Basic Requirement As stated on page 4, the basic requirement for approval of an action or choice by a deliberative assembly, except where a rule provides otherwise, is a majority vote. The word majority means "more than half"; and when the term majority vote is used without qualification—as in the case of the basic requirement—it means more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting. For example (assuming that there are no voters having fractions of a vote, as may occur in some conventions): • If 19 votes are cast, a majority (more than 9) is 10. • If 20 votes are cast, a majority (more than 10) is 11. • If 21 votes are cast, a majority (more than 10) is 11."

Are you sure you got that sentence right? If the last word should be "officers" rather than "directors", I tend to agree. If you mean for the last word to be "directors", my response is, "Well, duh. . . ."