Richard Brown

It is customary to approve minutes in the order of the meetings, but it is not mandatory that it be done that way. If there is a problem with getting the minutes of a particular meeting to accurately reflect what was done at the meetingor if the secretary has not completed preparing those minutes,, the assembly may approve other minutes first. This happens sometimes when the secretary was absent and a secretary Pro Tim took the minutes and is having trouble getting them typed up. It can also happen when the secretary is absent Ideally, minutes of each meeting are approved at the next meeting.

Well, some (or even all ) of these "procedures" might well be in the nature of special rules of order. We don't know. But if they are, amending them would be somewhat more difficult and would require previous notice and a two thirds vote or the vote of a majority of the entire membership.

I agree with Mr Huynh . It is up to the club to decide how to handle this issue. In addition, although some may consider the gifts to be compensation, that is not for us to decide.

The "IMM"?? Who/what is that? The "M" and the"P" are pretty far apart on my keyboard.

What exactly do your bylaws say about board meetings ?

Only those people specifically authorized by the bylaws to call special meetings can do so. If the bylaws do not authorize special meetings, you cannot have them. You need to look to your bylaws to see who can call special meetings of the board.

Well, the results could be used as part of a member's argument during debate, such as a member saying, "I surveyed our membership prior to tonight's meeting and 75 percent of them said they are opposed to this motion".

There are several instances in RONR where it makes statements that merely reflect custom or common practice but are not intended to be actual rules.

It's the last sentence of the RONR provision, which you omitted but I included, that causes the confusion. It says that " a new body of committee members is normally appointed at the beginning of each Administration." That provision is not as clear as it could be. If it is intended as a must rule, rather than a should rule, it should say that a new body of committee members MUST be appointed at the beginning of each Administration. It may be that it is a must rule rather than a should rule, and in retrospect it probably is intended to be a must rule, but that last sentence creates the doubt.

RONR prohibits straw polls during a meeting, but there is no prohibition against officers or members surveying members outside of a meeting.

In a recent thread (a few months ago) about incomplete elections vs vacancies, believe Dan Honemann made a post to the effect that at some point in time an incomplete election can (or does...I don't remember) become a vacancy. I will try to find that thread.

Guest Mari, keep in mind that even if the Board could fill the vacancy (and I agree with Gary Novosielski that it probably cannot), it would have to fill the vacancy with someone who meets the qualifications and is willing to serve. That seems to take you right back to square one.

I agree. I don't see anything about co-chairs or vice chairs either. It appears to me the president can appoint chairmen, but not co-chairs or vice chairs. However, if that is their custom, I suppose they can continue it until a motion or rule is adopted to the contrary. AS to staffing the standing committees, since the method is not specified in the bylaws, this should be done via a motion of some sort. Greg Goodwiller has already made an outstanding post about the options for appointing and staffing committees. The bylaws do seem relatively clear that the president appoints all members of special committees. As for the terms of members of standing committees, RONR says the following on pages 490-491: "Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them. In an ordinary society, the members of such a committee serve for a term [page 491] corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide. Thus, a new body of committee members is normally appointed at the beginning of each administration. " It isn't as clear as it could be whether that provision is in the nature of a rule or a simple statement of the usual way of doing things. It seems like more of a "should" rule than a "must" rule. I think it is up to your organization to determine what practice to follow.... or whether to continue with your existing practice, whatever it is.

You should at least try holding an election to fill the vacancy. Unless your bylaws prohibit it, someone can be nominated from the floor. Often, people won't "volunteer" for a job, but once they are nominated, they will accept it. Another option is that write in votes are also permitted unless prohibited by your bylaws. If someone is actually elected, even if by means of a write in vote, there is a substantial likelihood that that person will ultimately agree to serve. Another possible option, at least for the short term, is that depending on the wording of your bylaws, the outgoing officer might still be in office. Look for language to the effect that officers serve until their successors are elected. Edited to add: If your organization is incorporated, check your state's non profit corporation laws. Such laws often contain a provision that outgoing officers continue to serve until their successors are elected.

I don't see a need to rescind the previous motion. You can simply amend it to make it $35 rather than $25. If it is to be presented to the membership as a board proposal, then it should be amended. You also need to comply with whatever notice requirements your association has. If previous notice is required and if notice has already been given that a $25 fee increase is being proposed, you might have a notice problem. Amending it at the meeting from $25 to $35 would exceed the scope of the notice and would be out of order. So, check your own bylaws regarding required notice of fee increases.

RONR (the correct abbreviation for "Robert's Rules of Order Newly Revised") provides that unless your bylaws provide differently, votes can be taken only at properly held meetings. I am at a loss as to what this "taking a vote before the meeting" is all about. That is not how things are done. Business is conducted at meetings... meetings which are properly called or scheduled. Without bylaws, you are in a sort of no man's land with very little guidance as to what you can do and how to do it. You do need bylaws asap, and I understand that adopting bylaws is exactly what you are trying to do. Based on what you have said so far, in my opinion notice has been given that the adoption of bylaws will be taken up at the next meeting. That is the appropriate way to do it. This business of one member trying to have some kind of vote outside of a meeting or at a meeting where the bylaws cannot properly be taken up is nonsense. There are many reasons, not the least of which is that ALL members must be sent notices and that no one member has the right to demand a vote on something.... especially outside of a meeting. I suggest VERY STRONGLY that you get a copy of either the 11th edition of RONR (the current edition) or a copy of RONR in Brief. Here is a link to RONR: http://robertsrules.com/book.html Here is a link to RONR in Brief: http://robertsrules.com/inbrief.html You can find both books in good bookstores and also on Amazon. In Brief is around $7 on Amazon and in bookstores and is very easy to read and is an excellent primer for people unfamiliar with parliamentary procedure. RONR is around $12 to $14 on Amazon (I haven't checked lately...the price fluctuates) and retails for about $19 in bookstores. Another good book for beginners" is "Robert's Rules for Dummies" by C. Alan Jennings. The third edition was just published a few months ago. It's around $15 on Amazon, slightly more in bookstores. Note: Is is a book ABOUT RONR and should not be used as a parliamentary authority. It is a great help, however, in understanding the rules in RONR, which is over 700 pages and rather technical. Edited to add: Both RONR and "Robert's Rules for Dummies" have chapters on forming new organizations and adopting bylaws. RONR in brief is more about how to properly conduct business in existing organizations and does not have a chapter on forming a new organization or adopting bylaws.

I appreciate your questions, but such organizations do exist. Many of them. Very many of them. Probably thousands of them. Maybe hundreds of thousands. We might say they "don't exist" without bylaws, etc, but try telling them that they don't exist when they have been having meetings, electing officers, collecting dues and doing things. . . sometimes for years!

Guest Attajb.can you quote for us EXACTLY what your bylaws say about these committees and the method of appointing/selecting the members and chairmen? Don't paraphrase, we need an exact quote. btw, are you the same person as the original poster, Guest Alyson Bennett? If you aren't the same person, is this at least the same organization? It confuses us when posters change names in the middle of a thread.

Only with the consent of the assembly. Such consent would require a two thirds vote to suspend the rules if there is a vice president or vice chairman who could preside.

I agree with Mr. Huynh's response but have a question: You said the "president should then have been required to vote but that did not happen". Do you have a special rule of order or bylaw provision that REQUIRES the president to vote? In RONR, the president is not required to vote but MAY vote whenever his vote will affect the outcome. In fact, per RONR, the president usually does NOT vote except when his vote will affect the result. From page 53 of RONR: "Chair's Vote As Part of the Announcement, Where It Affects the Result. If the presiding officer is a member of the assembly or voting body, he has the same voting right as any other member. Except in a small board or a committee, however—unless the vote is secret (that is, unless it is by ballot; 45)—the chair protects his impartial position by exercising his voting right only when his vote would affect the outcome, in which case he can either vote and thereby change the result, or he can abstain. If he abstains, he simply announces the result with no mention of his own vote." I note that you said the board is comprised of 13 members. You might well consider that to be a small board which follows the small board rules, in which case the president can vote with everyone else.... if he chooses to vote. No rule in RONR requires that he vote.

D. llama, if there are no rules, we on this forum cannot possibly help you interpret rules that don't exist. Your organization is flying by the seat of its pants. That is fine, obviously, as long as things roll along smoothly. But, when problems arise, there is no rule to look to, no rule to apply, no rule to interpret. There is only the question of what your society wants to do. Edited to add: Once your society does something which would violate a rule in RONR, but RONR is not your parliamentary authority and you have no other rule on the subject, you have not violated any rule. You have simply done what you have done. No rule has been violated if there are no rules. There is no rule to say what you should do when a "rule" has been violated because there was no rule to violate and there is no rule that says how to correct it. Edited again to further add: I suppose, though, if the assembly decides after the fact that something it did violated a non-binding rule in RONR, it could decide to voluntarily use the rules in RONR to get itself out of the jam that it got itself into by not following the RONR rule in the first place.

My answer above is based on the assumption that the society has not adopted RONR as its parliamentary authority, but instead uses it only "as a guide" (whatever on earth that means). If it is only a guide, by whom and how is it determined when it will and won't be followed and what happens if it isn't followed? But, for the same sake of argument, if it IS the parliamentary authority (or is to be followed nonetheless), here is what RONR says on page 453 about an invited temporary presiding officer: "Invited Temporary Presiding Officer. In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt such an arrangement for all or part of a session. Alternatively, the rules may be suspended to authorize [page 454] it, even over the objection of the president or a vice-president. Cf. pages 652–53" (Emphasis added).

I typed a long response but just deleted it. Upon further reflection, it seems to me that if this organization is using RONR only as a guide and has not adopted it as its parliamentary authority, we are in no man's land and anything goes. I question whether we on this forum can be of much help. The organization has brought this upon itself and must sort it out by itself.

Yep, good point. I agree.

No, the president cannot "delegate" or appoint someone to run a meeting. If the president is not there, it is the vice president's job to preside. However, there are procedures that allow someone else to preside with the consent of the assembly regardless of whether a vice president is in attendance. The president cannot arbitrarily "appoint" someone to preside, however.