Richard Brown

Duplicate post 

Since this body is a city council, it is almost certainly a "public body" and is subject to its own rules and to state law regarding open meetings, meeting procedures, etc.  It is quite common, almost universal, that city councils and other public bodies do not normally read the entire contents of a proposed ordinance, law or resolution out loud in its entirety.  The clerk usually reads the title and maybe a brief summary out loud and nothing else. The members have the full text of the resolution in front of them. 

I suspect that what happened in this case is nothing out of the ordinary.  Resolutions usually get read in full only when someone is being honored or when it is expressing the city council's strong feeling on a public issue that will ultimately be acted on by another public body such as the Mayor, Governor, county governing board or state legislature.  Then they do it for effect, not because it's required (except, perhaps, for honoring someone with a proclamation).

3 hours ago, Guest All said:

Our corporate bylaws have no provision for what constitutes a quorum at a meeting for members.  At our AGM last year the board called a quorum as members present.  Since then the board has read in Robert's rules that a quorum should be a majority of the members.  Our membership is under 100. At a recent special meeting (requisitioned by the members) of members for a discussion only the board declared that a quorum was not present and the mtg should be adjourned to another day and time, but an informal discussion could take place. However, the members pushed back and said precedence had been set by the AGM of allowing a quorum of members present.  So the board, not wanting to cause a scene allowed the meeting to move forward.  Is the Board wrong for allowing the meeting to formally continue, or are the members correct that a prescidence has been set.?  It was also noted that there are other parliamentary rules for conducting mtg that have a different take on quorum.

Guest All, what do you mean by the last part of your post that I have highlighted in bold?  Are you saying that your organization has other rules regarding a quorum?  Or are you saying that other parliamentary manuals have different rules or definitions of a quorum?   I think that a quorum is universally defined as a majority of the membership unless the bylaws or some superior law specify otherwise and I am not aware of any commonly used parliamentary manuals that define a quorum in any other way.  The only exception is in the case of organizations with an indefinite or unknown number of members, such as some churches.  But, where the membership number is known, every parliamentary authority I am aware of defines a quorum as a majority of the membership.

It may be that your organization has adopted a custom of treating the members who show up as constituting a quorum, but once a member raises a point of order that a quorum is not present, the custom must fall to the ground.  If your organization wants its quorum to be something other than a majority of the members, it should specify the quorum requirement in the bylaws.

It is ultimately up to your organization to interpret its own bylaws.  We cannot do that for you.

I don't really understand your question. If the bylaws call for a secret ballot or if a secret ballot is ordered by a majority vote of the assembly, then a secret ballot must be used.

It is ultimately up to the society to interpret this rule for itself, but I personally believe that it means simply a two-thirds vote of those present and voting. Any rule that purports to change that standard RONR definition of a two thirds vote should be clear and unambiguous.

Yes, however one person cannot "call the question".  There is no such thing as "calling the question".  That is a common misconception.  There is, however, a motion to Move the Previous Question".  It requires a second and a two thirds vote.  A member who is speaking on a motion may conclude his remarks by "moving the previous question".   It is a motion to end debate.

The motion requires a second, is undebatable, and requires a two thirds vote for adoption.  One person cannot single handedly cut off debate. 
 

Edited to add:  Note:  If a member shouts "I call the question", the chair may (and probably will) treat it as a "motion for the previous question".  Also, a member must first be recognized in order to move the previous question.  The chair may ignore people who just shout it out without having been recognized.

D. Llama, you do have a copy of RONR, don't you?  If you don't have a copy, you really need one.  You can find an excellent (and lengthy) discussion about "the common parliamentary law" (or "general  parliamentary law") in the introduction to the 11th edition of RONR as well as in Chapter 1.  The introduction starts on page xxix and gets right into the subject.  I suggest you read the entire introduction as well as Chapter 1.  You should then have a clear understanding of what we mean  by "common parliamentary law" (and "general parliamentary law") and how it came to be codified in Robert's Rules of Order through the various editions as well  as in other parliamentary manuals.

Then, of course, in other chapters RONR goes into great detail about the powers of Executive Boards and the different language that can and should be used for varying grants of authority to them.  RONR also makes it  clear that a board has only those powers granted to it in the bylaws.

There should be no doubt, absent some contrary provision in your bylaws or controlling law, that the boards of directors of most deliberative assemblies as discussed in RONR are subservient to the membership and must abide by the dictates of the membership.

It is, of course, ultimately up to your organization to interpret its bylaws, but I have seen nothing that leads me to believe that the bylaws grant the board the EXCLUSIVE authority to promulgate policies and procedures for the organization.  It is ultimately up to your organization to determine if it believes that the quoted language amounts to an exclusive grant of that power.  I do not believe it does, but the decision isn't mine  to make. 

49 minutes ago, Guest D. Llama said:

Thanks to all for the responses provided .

In this circumstance  the bylaws do provide the Board with authority over " policies and procedures for the Co- Op Association " , however, otherwise they are silent . And the bylaws do not provide for any  specific rules set . . . . (Remainder of comment omitted)

D.Llama, why don't you tell us exactly what the bylaws say about the powers of the board? Give us the entire statement, not a snippet or a paraphrase. Just because the bylaws grant a board authority in a certain area does not mean that the board has been granted exclusive Authority in that area.

The rule in RONR about the general membership being superior to the board is not just a rule of order dreamed up by General Robert. It is a codification of long-standing common parliamentary law on the issue.

The ultimate answer depends on the wording of the bylaws regarding the powers of the board. Unless the bylaws provide otherwise, the board is subservient to the membership and must comply with motions adopted by the membership. 

Kim, my initial reaction, without researching it, is no, that would not be proper.  The actual text of the proposed new bylaws is not yet available.  I think the required notice requires that the text, or at least a summary of the new text, to be included with the notice.

If the regular minutes from a meeting are not available, any member (or group of members) can re-construct the minutes from memory as best they can and those minutes can be approved (or approved after corrections).  The secretary isn't the only one who can submit draft minutes.  Any member can do so.   Approving those particular minutes obviously might have to wait until a future meeting.  You approve what you have.  You can't approve what you don't have.

Edited to add:  Can you elect a "new" secretary pro tem?  Sure.  And you should.  RONR says on page 557 that the temporary officers elected at the first organizational meeting serve until  the election of permanent officers.  However, if the temporary secretary has abandoned his duties, it seems you can elect a new secretary pro tem either for the current meeting or perhaps to serve until permanent officers are elected.  At a minimum, you can certainly elect a secretary pro tem to serve at the meeting where the first secretary or any subsequently elected secretary is absent. You can elect a secretary pro tem to serve at ANY meeting at which the regular secretary is absent.

Guest Karen, are "new" members traditionally allowed to vote in the April election?   If so, that seems to me pretty clear evidence that they are considered members at that time.  If they are not allowed to vote in the April election, that is pretty strong evidence that they are not yet considered members.

Edited to add:  It is still ultimately up to your organization to interpret its own bylaws.  Custom may point the way, but custom must fall to the ground if it is found to be in conflict with the bylaws.

Guest Karen, I believe your question has already been properly answered by Messsrs Goldsworthy and Huynh:  The way we interpret your bylaws, a member becomes a member upon being approved by the required two thirds vote and paying the required dues by March 1.  It is ultimately up to your organization to interpret its own bylaws, but RONR is quite clear that at least when it comes to the "installation" of officers, a formal installation ceremony is purely ceremonial and has nothing to do when the officers actually take office unless your bylaws specify that officers do not take office until after the installation ceremony.  I see this as no different.  Per RONR, unless there is a rule to the contrary in your bylaws, elections take effect immediately, instantly.  In my opinion, and in the opinion of our regular posters who have responded, your members become full fledged, bona fide members upon being voted in by the required two thirds vote and paying the required dues by March 1.  I don't see any other way to interpret it.  But, as I said earlier, it is ultimately up to your organization to interpret its own bylaws.

If someone raises a point of order that a nominee is not eligible, the chair should rule on the point of order.  That ruling can be appealed to the assembly.

1 hour ago, CJD said:

Okay... so if I have an election with ballots, if the electors do not cast a vote (leave ballot blank), thats proper. When tallying the ballots, the blanks are not counted as no votes. But, when I determine the majority vote, are the blanks considered as the total number of members voting so as to determining the majority vote? Or do I need to change the majority vote based on the number of members present at the elections? 

If I can't use the blank ballots, then it would require one vote by the candidate to be elected.

You might look at FAQ # 4 and FAQ # 6 for more information on what constitutes a "majority vote" and the effect of an abstention.

If your board is what RONR considers a "small board", meaning it has no  more than about 12 members, then RONR says the president votes along with everyone else.  However, there is nothing wrong with your president or the board honoring a "custom" of the president not voting until after everyone else has voted.

FAQ # 1 provides a little more information on voting by the presiding officer:  http://www.robertsrules.com/faq.html#1

45 minutes ago, Guest Who's Coming to Dinner said:

We need to let go of this "suspend the rules" bone. BMunroe is asking what to rescind or amend to take these rules out of effect. I think the most straightforward approach is to amend the rules themselves to become inactive until a certain date and/or a revision is complete.

Actually, he was also  asking about suspending the existing rules.  I do agree, however, that suspension of those rules is probably not in order and that an outright repeal or amendment of some sort would be the proper way to go.  

Keefe, as one or two others mentioned, it is the assembly, not the president or the secretary, that ultimately decides what should go into the minutes.  It is the secretary's job to prepare the minutes as best he can following whatever rules and customs are in place.  The assembly can add to or remove items in the draft minutes when they are before the body for approval.  If the assembly agrees with the president that more detail should be in the minutes, then the assembly should adopt a special rule of order specifying exactly what extra information the minutes should contain.   Be forewarned:  When you start trying to summarize debate, you start getting into trouble, as Mr. Katz pointed out. 

35 minutes ago, bmunroe said:

Thanks for the responses so far.  To clarify a bit, "referral rules" are a set of procedures our union uses to refer workers to jobs.  They are not standing rules, parliamentary rules, or anything like that. Think of them as operating procedures for a business entity. . . .  (remainder of post omitted)

bmunroe, you might look at the rules we are discussing as, say, operating procedures, but as far as RONR is concerned, they are still in the nature of standing rules.  RONR does not define operating procedures, but does define and distinguish between special rules of order, which apply to parliamentary issues in a meeting context, and standing rules, which apply either outside of a meeting context or, if in a meeting context, deal with things other than parliamentary procedure.  Rules governing refreshments, unlocking and locking the clubhouse and turning the heat on and off would be in the nature of standing rules, as would rules specifying procedures for getting checks approved, purchasing supplies, etc.

Here is the first part of the RONR definition of a standing rule from page 18:

"Standing rules, as understood in this book except in the case of conventions, are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society."

Some organizations have rather a rather lengthy "policies and procedures manual" for the details of the administration of the society.  Regardless of what those rules are called, I believe that as far as RONR is concerned, they are still in the nature of standing rules unless your bylaws define them differently.

Mr. Lages is correct.  The time to "clean up" the language of a motion is before it is finally voted on.  

As far as the two alternative wordings you presented, I think it is just a personal preference.... but again, the wording that appears in the minutes should be the exact wording of the motion as it was voted on.

Note:  The name of the person who made the original motion usually appears first, rather than last, but that is more by custom than by any rule.

I agree with Mr. Katz.  These particular rules appear to me to be in the nature of standing rules relating to procedures outside of a meeting context.  According to RONR, such rules are not suspendable.  Here is the language from page 18:

"Standing rules, as understood in this book except in the case of conventions, are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society. An example of such a rule might be one setting the hour at which meetings are to begin, or one relating to the maintenance of a guest register. Standing rules generally are not adopted at the time a society is organized, but individually if and when the need arises. Like special rules of order, standing rules may be printed under a separate heading in the booklet containing the bylaws, and in such a case, any enacting words such as "Resolved, That" should be dropped. A standing rule can be adopted by a majority vote without previous notice, provided that it does not conflict with or amend any existing rule or act of the society. (For the vote required for rescinding or amending such a rule, see p. 306, ll. 24–31.) A standing rule remains in effect until rescinded or amended, but if it has its application only within the context of a meeting, it can be suspended at any particular session (although not for future sessions) by a majority vote. Rules that have any application outside a meeting context, however, cannot be suspended."    (Emphasis added).

Edited to add:  My suggestion, as others have already suggested, is to leave the rules in effect until new rules or amendments are ready to be adopted.

14 minutes ago, bmunroe said:

When I chair our Union meetings (usually 25-30 people), and there has only been discussion on one side of a motion, I will ask if anyone wants to speak for the other side of the motion.  If no one does I suggest that we proceed with the vote. I generally do not know who is on what side of an issue so I can't go back and forth.

I see nothing wrong with the way you are doing  it.  It seems fine to me.

btw, I am assuming you are not the same person as the original poster.  Is that correct?

4 minutes ago, Hieu H. Huynh said:

Similar questions were asked by the same guest in this thread.

Guest Concerned Citizen, were your questions not sufficiently answered in your previous inquiry a few days ago that Mr. Huynh referred to?  

Our answers are going to be the same unless different and pertinent facts are brought to our attention.  If notice is required by the bylaws, it must be given.  Period. Action taken without the required notice is null and void.

At a special meeting, you can act on only those items specifically listed in the call of the meeting.  Taking up a main motion to do something not listed in the call of the meeting would be out of order and would be null and void if adopted.   Subsidiary motions, such as motions to amend a motion which is properly before the assembly, refer it to a committee or postpone it are, of course, in order.

As to disciplining or removing an officer, since your bylaws appear to have a customized procedure, you will have to follow the procedure prescribed in your bylaws.  If previous notice is required, then it is required and you can't get around it because of a fear of intimidation.  Notice must be given if it is prescribed in the bylaws.

Whether an alternative method of removing board members is possible would depend on your  bylaws. 

You might find FAQ #20 helpful:  http://robertsrules.com/faq.html#20

Guest Harper, not only RONR, but every parliamentary authority that I am familiar with says that the minutes should be a record of what was done, not what was said. I think you don't understand the purpose of minutes. 

Any society is free, however, to adopt its own rules as to what its minutes should include.

2 hours ago, LaVern said:

does the presiding officer have the authority to ask if any members would enter Negative points of discussion as to the main motion?

Agreeing with Mr. Huynh, the chair should not have to ask of anyone is opposed to the motion, but he may of course do so.  Debate is the time for all members wishing to speak on the motion.. both those in favor of the motion and those opposed to it... to make their arguments.