Richard Brown

Duplicate post 

Guest Deb, I am afraid that this is ultimately a matter of interpreting your own bylaws, and that is something which is beyond the scope of this forum.

You do have some alternatives however, such as having the membership, at the next meeting, authorize the board or a committee to handle the matter and to set an upper limit on what they may spend. Adopt a motion that gives the board or a committee a job description and a budget to work with.

Edited to add: I based my answer on the assumption that your Association has only one General membership a year. Even if you meet more often, you can still authorize the board or a committee to handle the matter without having to wait for the next general membership meeting.

This should be clear by now, but in case it doesn't I will try to state it clearly: one of the primary duties of the secretary is to take minutes at every meeting. No officer has the authority to direct the secretary otherwise.

If the assembly is unhappy with the minutes that were prepared by the secretary when they are before the assembly for approval, the assembly may make whatever corrections to the minutes that it so desires at that time.

It is the secretary's duty to prepare the minutes but the assembly has the ultimate decision on what is included in the minutes as approved.

See Official Interpretation 2006-2 for more information on removing the president from presiding at a particular meeting.

However, if the presiding officer is the regular elected presiding officer, it would require a suspension of the rules and a two-thirds vote to take away the chair's authority to preside at a meeting. See Pages 651 - 652 of RONR.

The time to object to lack of discussion would have been at the time the matter was under consideration. Lack of discussion is not in and of itself indicative of anything other than the fact that no one cared about discussing the matter. But, even if it can be shown that the presiding officer or someone else  improperly cut off or prohibited discussion, the time for objecting to that error has long since passed.

Any motion which has been adopted can be rescinded as long as the motion is still in effect. Any member can make the motion. The motion to rescind or amend something previously adopted is subject to certain rules and requires a majority vote to pass if previous notice has been given or a two-thirds Vote or a vote of the majority of the entire membership.

2 hours ago, Joshua Katz said:

. . . . 

I first joined the forum with questions about an organization I was a part of, and where displeasing people presents unusual risks.  I chose my name in maybe an overly paranoid manner for fear that a search for my name would otherwise turn up my posts here.  I suppose at this point, having moved across the country, I could change it to my real name.

Congratulations on coming "out of the closet", Joshua!!  I agree with Mr. Honemann:  You are very knowledgeable and your responses to questions are very helpful. it's time you started getting personal credit for your posts.

3 hours ago, Godelfan said:

If this has been done, what would the organization do if it wanted to engage in a bylaws revision?

I'm curious, too, Joshua. Although a revision is considered a form of amendment by RONR, a revision is actually the adoption of a complete new set of bylaws and it seems to me that any such provision could be omitted in a bylaws revision.

Edited to add: I base my opinion primarily on the language on page 593 of RONR rewarding General revisions.

I agree with Mr. Huynh and would point out that the"discipline" imposed by the society could be as simple as adopting a motion of censure. When done that way, it is not technically"discipline" and is simply the adoption of motion expressing disapproval. It avoids the complex formal disciplinary procedures and can be adopted just like any other motion with a majority vote. It might get the point across that the society wants the executive board to follow the rules.

3 hours ago, Guest Who's Coming to Dinner said:

The regular presiding officer is usually called "President," but may also be called "Chairman" or something else. When this person is absent the Vice-President (or Vice-Chair, etc.) presides. When both are absent, or if there is no regular presiding officer, the members elect a temporary chair by majority vote.

That is true, but according to RONR if no vice president is present, before the assembly elects a chairman pro tem, the Secretary should call the meeting to order.  The assembly should then proceed to elect a chairman pro tem, presumably with the Secretary presiding until a chairman pro tem is selected.

9 minutes ago, Gary c Tesser said:

I'm overlooking the requirement for this in RONR:  someone point it out, please?

I'm curious, too, and anxiously await the citation. It is Mardi Gras day in New Orleans, you know, and any kind of work, such as looking up a citation , is against the rules and would be blasphemy. Besides, even we RONR fanatics don't carry it around with us to parades.  We leave it in the car. ?

Laissez les bon temps rouler!!

There is no need to rescind each motion separately. 

I'm afraid I don't really understand the question.

Edited to add: if you are asking what I think you are asking, and if the matter was referred to a committee by the general membership rather than by the board, I believe that such committee referral puts the matter beyond the reach of the executive board.

Elaine please explain to us what you mean by "record the minutes".

If you are referring to using a recording device for recording the meeting, that is something which is under the control of the assembly. A tape recorder can indeed be helpful in assisting the secretary with preparing the minutes, but the assembly has the right to prohibit tape recording its meetings or to put restrictions on the use of recordings.

I see that you have started a separate thread about minutes. I suggest that your questions about the minutes be answered in that thread..

First, what do you mean by "record the minutes"?  Do you mean to record them with a tape recorder? Do you mean to take the notes that will be used to produce the minutes? Or do you mean to actually produce the minutes?

The secretary should not have to be told to take notes in order to prepare the minutes at a meeting. That is the secretary's job!

However,  anyone may prepare draft minutes of the meeting from notes or even from memory. When the minutes are up for approval, they can be corrected as the assembly deems appropriate.

Edited to add:. Oops, I misread your post. I thought you said the secretary was not told to take notes or record the minutes. However, you said she was told not to record the minutes.  That should not happen, as minutes should be produced for every meeting, including those that are held in executive session. I suspect there is a lack of understanding as to what should be in the minutes. The minutes should be a record of what was done, not what was said.

You said your president is out of town and your first vice president resigned. That indicate you probably have a second vice president. He should preside at the meeting if he is available. If you have no vice presidents available, the secretary should call the meeting to order and the assembly should then elect a president pro tem to serve as chairman for the remainder of the meeting.

That is often done by unanimous consent, with someone suggesting a person who will probably be acceptable to the membership.

The special meeting would be held for whatever purposes are listed in the call of the meeting. It will work just like any other meeting except that only items of business that are listed in the call of the meeting can be taken up

Not unless you have a provision in your bylaws allowing it or a controlling state law that requires.   Otherwise, only members who are physically present count towards the quorum.  

Edited to add:  If your organization has a bylaw provision permitting proxies, or if they are required by state law, it is possible that a member being present by way of proxy might count toward the quorum, that that is something that is outside the scope of RONR and must be determined based on your own rules and any controlling state law.  If RONR is your guide, a member must be physically present to count toward the quorum.

The minutes of a special meeting are normally approved at the next regular meeting, but, as Mr. Huynh noted above, they can also be approved at a special meeting if the approval of the minutes of the previous special meeting is listed as an item of business in the call of the meeting.

23 hours ago, mjhmjh said:

I don't think there's a distinction in RONR between power and full power. It seems to me that Richard added the second paragraph of his post after posting and simply forgot to amend the first paragraph.

3 hours ago, Daniel H. Honemann said:

 

Yeah. What did Richard forget to amend in his first paragraph?

I quoted directly from RONR in both paragraphs, so I,  too, am wondering what I "forgot" to amend in the first paragraph.

RONR uses the term"full power" in the quote in the first paragraph and uses the word"power" in the quote in the second paragraph. I don't see any meaningful difference between the two terms in the context in which they are used. 

I see nothing wrong with Rev Ed's response to the original question based on the information provided, although I do question whether failure of the society to act on a resignation at the first opportunity constitutes automatic acceptance. I don't know that first opportunity and reasonable opportunity are necessarily synonymous. I was hoping some of our regular posters would comment on that particular issue.

34 minutes ago, mjhmjh said:

How could a motion be worded to give a committee executive authority?

On page 175 178, RONR suggests language as simple as this:  "I move that the question be referred to the Executive Board with full power";  Just substitute the appropriate committee name for "executive board".

On page 490, it is explained what the term "with power" means:  "When a committee is appointed "with power," this means with power to take all the steps necessary to carry out its instructions."

 I would interpret a motion to give the committee the authority to act as equivalent to a motion granting the committee full power to carry out its recommendations. However, it is ultimately up to the society to determine the intent of the motion.

25 minutes ago, keefe said:

Is an agenda for a special meeting necessary?  If not necessary is it advised? 

I am wondering this because the business being brought up is issued in the call.

If the President/Chairman says that the call should state that there will be "discussion" on an item/topic does that allow for a member to move on business at the meeting?  Or is only discussion allowed?

12 minutes ago, Hieu H. Huynh said:

An agenda is not necessary. The assembly could take action on the item.

I agree that an agenda is not necessary, but I don't think it is well settled that stating in the call that something is "for discussion" necessarily enables the assembly to take binding action on it. At a minimum, it depends on the exact wording of the notice (call). 

Edited to add:  I think that an attempt to take action would certainly be subject to a point of order the the item is for discussion only. The chair would rule and his ruling and could then be appealed to the assembly

33 minutes ago, mjhmjh said:

Two questions

Q1: Are there any limitations to the duties that can be assigned to officers in special rules of order or standing rules?

Q2: Would the bylaws have to specifically allow for the assignement of duties to officers in special rules of order or standing rules, or would having adopted RONR as the parliamentary authority with the proper bylaws clause be enough?

Q1: well, you can't contradict or override a duty prescribed in the bylaws.

Q2: As Dr Stackpole told you way back.in the first response, having your bylaws use the language recommend in RONR for the duties of officers and for the adoption of your parliamentary authority gives your society the authority it needs to provide for additional duties of officers by rule.