Richard Brown

From page 492 of RONR: "It is possible for persons who are not members of the assembly or the society to be appointed to committees—even to the position of committee chairman—but control over each such appointment is reserved to the assembly in the individual case. " What does your citation come from? I'm guessing that it comes from the online version of Robert's Rules of Order, which is the 4th edition that was published in, I believe, 1915---- over 100 years ago! We are now in the 11th edition.. I suggest you get a copy. :-) http://robertsrules.com/book.html

I agree with Mr. Harrison. If the meeting was clearly in executive session , as disciplinary procedures should be, you are probably on firm ground as far as her breaching the confidentiality of an executive session by letting someone else hear the recording. As Mr Harrison said, disciplining her for recording the meeting is more problematic unless there is a clear rule against it.

Deb, in lieu of having to wait until the next meeting to approve the minutes, your society can adopt.a special rule of order allowing a committee appointed by the board to approve the minutes between meetings. In fact, that is the practice that RONR recommends for annual meetings and for bodies which don't meet very often. Boards which meet monthly may also follow that practice. Edited to add: at the regular monthly meeting, the board may still amend the minutes by using the procedure to amend something previously adopted.

I agree. It looks like a bylaws interpretation issue to me. I can't conceive of there bring NO quorum requirement for special meetings. For that to be the case the bylaws would have to say so explicitly. So, the question is whether the drafters of the bylaws intended for the Quorum requirement for regular meetings to also apply to special meetings. If not, then I believe the default quorum requirement in RONR of a majority of the membership would apply.

The quorum requirement in RONR applies to ALL meetings. I would think long and hard before removing a quorum requirement for special meetings. Edited to add: in your first post you said your bylaws do not address the quorum requirement for special meetings. But in your post above you say it does address the Quorum for special meetings. So which is it? What exactly do your bylaws say about a quorum for special meetings?

As the others have said, absent a rule or custom to the contrary in your organization, comments and summaries of discussion do not belong in the minutes. However, when the minutes are up for approval, the assembly can decide by majority vote to include or exclude whatever it wants to in the minutes. The assembly itself has the final say. The minutes can also be amended at a later meeting to either add to or delete from the approved minutes by following the procedure to amend something previously adopted. BTW , I like your name. I used to be intrigued with the stories of "The Amazing Mrs. Pollifax".

Thanks, Dan.

Am I alone in thinking that RONR could be a lot more explicit regarding debating nominees for office? I am willing to bet that the vast majority of members of organizations do not know that according to RONR nominations are debatable and that they are debatable only while nominations are pending. I bet if you ask ten random organization members whether nominations are debatable, they won't know. If you ask them at what point should nominations be debated, they will almost certainly answer "after all nominations have been made and prior to the voting". It has been my experience that most organizations with which I am familiar provide for a period of debate or candidate speeches after nominations have been made. This is usually done as a matter of custom or by way of a motion and is rarely mentioned in the bylaws or special rules of order. Only in the most formal of organizations (usually large ones) do I see nominating speeches made at the time the nomination is made. I NEVER see nominations debated during nominations. RONR also fails to make it clear that an assembly may adopt a motion to allow debate, speeches or whatever at any time it desires, the "rule" in RONR notwithstanding. Nowhere in the 15 pages of Section 46 on Nominations and Elections does RONR make a single reference as to whether or when nominations are debatable, despite the fact that it otherwise goes into great step by step detail on how to handle nominations and elections. That section appears almost to be written for the novice, but makes no mention of debating nominations. The ONLY references to nominations being debatable are # 49 on page 18 of the tinted pages and on page 43 of the tinted pages where it is listed in motions "which are not amendable but are debatable". It seems to me that the TEXT of the section on nominations and elections should state explicitly whether and when nominations are debatable. It should be listed as a standard descriptive characteristic of nominations. I suggest to the authorship team that future editions of RONR be more explicit and go into a bit more detail and provide more guidance on the subject of debating nominations for office within the text of the section on Nominations and Elections.

Huh? Are you sure about that? Whether there is clear and convincing evidence goes to the burden of proof necessary to invalidate the vote taken at a previous meeting. What does it have to do with timeliness? Whether the MOTION is timely is a separate issue that has nothing to do with the evidence of whether a quorum was present. The point of order can be timely regardless of what the evidence ultimately shows. The point of order can be not well taken but still timely.

Doesn't RONR provide that the chair should always call for the no votes except in the case of some courtesy votes,? (I don't have RONR with me at the moment).

Agreeing with the previous responses, in committees and small boards, the chairman usually votes along with everyone else. Committees also don't keep detailed minutes, but may do so if desired. The minutes would normally just say that the motion was adopted and would not mention the vote count.

Assume that your bylaws provide that officers may not serve more than two consecutive terms. In addition, assume that the terms are for one year. Your secretary resigns and the body elects Jane to complete her term. If there are less than six months remaining in the original term, Jane would be eligible to serve two full terms in her own right after completing the partial term. However, if there are more than six months remaining in the unfinished term, Jane would be able to serve only one full term in her own right. The term she is completing for the secretary who resigned is considered a full term since more than half the term is remaining when she was elected to fill it

I agree with Dr. Stackpole. Notice requirements cannot be suspended or waived. And telephone meetings cannot be held unless the bylaws (or state law) authorize them.

I think we have answered your question. Term limits must be provided for in the bylaws ( or in the Constitution if you have both). Term limits cannot be imposed by way of a simple motion. They must be in the Constitution or bylaws. Edited to add: if the trustees want to allow more members to serve as officers and to spread the work around, they can simply elect new people to the executive committee. No new rule is needed. Just start electing new officers.

I wouldn't get too hung up on procedure. If this group is not very sophisticated from a parliamentary standpoint, and if what it has been doing is working, and if most motions carry almost unanimously, it may be that voice votes will suffice. However, keep in mind that any member may demand a division, which is a rising vote or, as a possible alternative, raising hands. In your case, since the vote threshold is based on the members present, a division should be conducted by means of a counted vote to insure that you have the required number of yes votes. You don't need to be more formal than is necessary for the organization to conduct business effectively and efficiently

The unqualified term majority vote means a majority of those present and voting. If 20 members are present, but only 10 of them vote, it would take six votes to adopt something . The term majority of those present means just what it says. If 20 numbers are present, it requires 11 yes votes to pass something regardless of how many vote no and abstain

Without having seen your bylaws, it seems to me that this change would likely require an amendment to the bylaws. It amounts to new term limits. Such term limits must be in the by-laws. However, there is nothing to stop the board from unofficially adopting this policy in the form of a gentleman's agreement.

I concur, but would point out that this is actually a matter of bylaws interpretation and it is up to the organization itself to determine what the provisions mean.

I don't understand why the board member must bring the matter before the board in the first place if he believes it is not in the best interest of the organization. However, accepting for now your premise that he somehow must do so, all four of your suggested approaches seem fine to me. The most common and most straightforward method, of course, is for someone to make the motion and for it to then get voted down. My fifth suggestion would be to simply do nothing. Don't make any motion at all. That gets back to my question about why it is that the board member must bring it up at all if he thinks it is a bad idea.

If your intent is that the board be able to set the annual dues from time to time by majority vote (or two thirds vote), the language you suggested (adding the words "by majority vote") will accomplish that. But before you make that change, make sure that you are willing to do away with the requirement of previous notice in order to do so with a majority vote. Do you really want to spring a dues increase on people without notice?

I still don't have a clue what this block chain stuff is or how it can be used for secret voting during a telephonic or conference call meeting. Is watching a seven minute video really the only way to learn in a nutshell how it works and can be used in a telephone meeting?

What is "blockchain technology"? And how can it be used for voting by secret ballot during a conference call?

1. The president can talk to (armtwist) the board members in advance and try to convince themm there is no alternative. . . No other choice. 2. Challenge the board members to come up with someone if they don't like the president's choice. 3. Name someone else. People may initially not volunteer or even decline, but will step up to the plate once they realize they are really wanted or needed. It's sort of like electing someone to an office when that person is not at the meeting. He may not have wanted the job, but once he learns he has been elected anyway, he will usually agree to do it.

If your "meeting" is still going on, one member can raise a point of order that the meeting was not properly called and is an illegal meeting. The chair will rule on the point of order. The chair's ruling, whichever way he rules, can be appealed to the assembly. The assembly's decision is final. That's a pretty risky way of doing things though, as somebody at some point in the future may start the fight all over again and claim that the officers are not legitimately elected. It's probably best to either reschedule the elections for the next regular meeting or call a special meeting with proper notice.

This doesn't help you for now, but next time this happens, one or two members should show up at the appointed time of the cancelled or postponed meeting, have one member call the meeting to order, another member move to set an adjourned meeting for a couple of days distant, adopt it by unanimous consent and then adjourn. Voilà! You have now formally, officially, and legally set an adjourned meeting for two days later. No new notice necessary, but it is a good idea to try to give notice to everyone anyway. Actually, you can probably do that by having only one member show up, but I suggest for several reasons that it be at least two members. Edited to add: setting an adjourned meeting is one of the few things you can do in the absence of a quorum.