Richard Brown

A previously adopted motion can be amended or rescinded until it is no longer in effect. The fact that it has a delayed effective date does not make any difference. As Mr. Huynh said, you must follow the procedures for amending or rescinding something previously adopted.

5 hours ago, Jim Anderson said:

The Chairman of our organization's Board of Trustees called a Special Board meeting with set agenda giving prescribed 3 day notice. During the "3 day notice" period, information came to the attention of the Chairman ostensibly with serious implication to the organization. In the view of the Chairman, divulging this information to the Board must be in "executive session" and cannot wait (certainly should not) until the next regular meeting of the Board or even waiting another 3 days to give the prescribed notice for another special meeting.

Question: During a "called special meeting" would a motion to enter "executive session" to deal with a matter not on the published agenda be in order when the item may have serious implication for the organization?

16 minutes ago, George Mervosh said:

Unless you have some rule requiring it, the call to a special meeting need not include the fact the board may wish to enter into executive session.  That motion can be made and dealt with right then and there.  RONR (11th ed.), p. 93, ll. 3-8.

George, I agree that normally the notice for a special meeting need not include the fact that the board may enter executive session to deal with a matter included in the call of the meeting.  However, in this case, if I understand the question correctly, Mr. Anderson is asking if they can go into executive session at a special meeting to deal with an issue which was not noticed in the call of the meeting.

Do you still believe that it is in order for the board to go into executive session at a special  meeting to deal with a subject not listed in the call of the meeting?   Wouldn't such a request or motion to go into executive session to take up something not noticed be out of order?  Or if no reason is given for the executive session, wouldn't it be out of order to take up a matter not noticed in the call? 

I do realize that the board members, if they deem the matter sufficient important and urgent, may agree to take action on the item nonetheless, but they have no authorization for taking action and can only hope that the proper body (probably the board itself) will ratify it at a future meeting.  My concern is whether it is technically in order to go into executive session at a called meeting to take up a matter not noticed in the call.

The best course of action, if time permits, is to call another special meeting to deal with this new issue if it cannot wait until the next regular meeting. However, if this is a true emergency, the board members may, at their own risk, take such emergency action as they deem necessary and then hope that the action will be ratified at a special meeting or at the next regular meeting.

Note: there is nothing wrong with them informally discussing this new issue, but they should not take any action on it unless they believe it is a true emergency and the board members are willing to risk not having the action ratified. Any such discussion should probably take place during a recess or prior to the official meeting or after the official meeting adjourns.

It is ultimately up to your organization to interpret its own bylaws. My own opinion, based on the except I read, is that there is no need to"renew" the authorization for a particular person or position annually. That is ultimately for your organization to decide.

I initially agreed with Godelfan that the board probably does not have the authority to"waive" dues for a specific member. However, Kim Goldsworthy made a good point that this might well be within the board's power to set dues per section 3 of the quoted bylaws provisions.

All things considered, including the long standing custom, I am  convinced that this is a matter of bylaws interpretation that is up to the organization to decide.

6 minutes ago, Bob G said:

We need someone who is well versed in the rules and requirements of Canada's Not-For-Profit Act as much as anything.

Bob

 

Use an (hopefully experienced ) attorney to help draft your bylaws or to unsure that they comply with law if you want to, but have an experienced Parliamentarian review them at some point to look for problems from a parliamentary procedure standpoint. Most attorneys know absolutely nothing about parliamentary procedure. 

The sample bylaws in RONR can be a very good starting point and can serve as a checklist.

I think we need more information in order to answer the question. Specifically, we need to know exactly what the bylaws say about the makeup of the executive committee, the duties of the chair, and provision regarding the chair not voting. 

I'm not at all convinced that the chair 'is not a member" and should not be counted for quorum purposes.

I think ultimately this is a question of bylaws interpretation, something only the organization itself can do.

Since RONR makes no provision for co-presidents (or co-anythings), except to recommend against the practice, you are on your own here. I don't think we can help you other than to say this co-president thing is a bad idea.

Electing someone else to the position amounts to an acceptance of the resignation, but I question whether this happened in a proper meeting of the proper body. I'm especially troubled by the statement that it was "filled by consent of the congregation and the board members present". 

So, I have the same question as Guest Who's Coming to Dinner: who (what  body) is responsible for electing the chairman (or filling the vacancy) and what body was meeting?

I agree with Godelfan that this is a matter of interpreting your bylaws, something that only your organization can do. My personal opinion is that waiving dues probably exceeds the board's authority, but it has been my experience that this is the type thing that boards sometimes do anyway, even if without real authority to do so. This is a matter for your organization itself to decide.

Edited to add: if your organization wants to continue the practice, the bylaws should be amended to allow it or even to specify that that the member serving in that position shall be exempt from paying dues.

I agree with Mr Huynh , but since you also have a separate Constitution, it could be placed there as well.

That change can be made only by amending your Constitution or bylaws.

If your group is incorporated, check your state's non profit corporation laws. Those laws frequently provide that officers continue to serve until their successors are elected. They vary from state to state.

2 hours ago, pattsi said:

O.K. I have a further question for clarification. It is my understanding when a public body goes into closed session, there is a roll call vote to this motion. When the public body returns to open session, another roll call is done to establish the meeting quorum and what members of the public body are still present. Why is that not the same procedure for the meeting being called back to order after a recess of any length by RRO.

The special meeting after 4 hours was adjourned. The COW agenda was folded into the next county board agenda with no procedural announcement.

Patti, the executive session (closed session) rules for public bodies that you speak of, if they in fact exist,  are almost certainly state laws that are part of your state's open meetings laws and possibly your local jurisdiction's own rules. Those procedures are not required by RONR and are not part of RONR.

10 minutes ago, Hieu H. Huynh said:

Perhaps the members of the executive committee could be removed from office (see FAQ #20).

Thanks for posting the link to FAQ #20, Hieu.  I couldn't figure out how to do it using this cell phone. And since my wife had dinner ready, i knew better than to sit here fiddling with my phone trying to figure out how to do it. I might be a bit slow to learn some things, but I learned a long time ago that it isn't very smart to keep fiddling with whatever I'm fiddling with when she says "Dinner is ready"! 

Not based on the rules in RONR .  First, the executive committee has no business taking over the meeting. Second, depending on the wording in your bylaws about terms of office, a motion to remove an officer, according to the rules and RONR, might require previous notice and a trial.

Disciplinary procedures are very complex and are covered in the 26 pages of chapter XX of RONR.

55 minutes ago, Guest Tia said:

I believe, any vote can be brought up for re-vote if the person requesting the challenge originally voted no.

No, guest Tia, that is not exactly correct. A motion to reconsider can be made only by a member who voted on the prevailing side. If the motion was adopted,  the motion to reconsider must be made by someone who voted yes. If the motion failed, the motion to reconsider must be made by someone who voted no. In most cases, it can also be made only on the same day that the original motion was voted on.

However, a motion may be renewed, that is made again, at any subsequent meeting. If the motion was adopted, it can also be amended or rescinded.

Those rules are rather complex.

Edited to add: I agree with jstackpo . It is best that you ask a new question by starting a new topic

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

"Police Officers' Association"

Well, I guess it could stand for that, but I doubt that's what guest Marian's organization is. It could also mean"perturbed" off Americans, but I'll put my money on "property owners association". 

("Perturbed" is the best "P" synonym I could come up with, what with this being a respectable family forum and all.)

2 hours ago, Daniel H. Honemann said:

I don't like facts being made up as we go along.

So tell me, has this organization whose assembly adopted this motion adopted RONR as its parliamentary authority, and if so, how?

But before you respond to the preceding request, please let us know if you understand the response which I gave to the unedited version of your question.

Yes, I do understand your response to the original, unedited version of my motion/rule.  RONR already specifies that it is the secretary's duty to send notices, so the only effect of the original version of my motion/rule was to impose a five day advance notice requirement.  Rules specifying the number of days notice required are apparently in the nature of standing rules and not rules of order.  Yep, I think I've got that part.

And that's why I immediately edited the motion to make the vice president, rather than the secretary, responsible for sending the notices.  I made that change specifically to make it different from the rule in RONR that it is the secretary's duty to send notices. 

So, with that in mind, using the motion/rule as I edited it and as it appears in this thread, would the rule be a rule of order or a standing rule?  It has characteristics of both.

1 minute ago, Daniel H. Honemann said:

If the organization whose assembly adopted this motion has adopted RONR as its parliamentary authority, it already has a rule of order prescribing that a duty of the secretary is to send out notices of meetings. As a consequence, the only thing which this motion does is to create a standing rule prescribing the number of days' notice to be given.

Dan, read my edite3d version, which I edited within a couple of minutes of posting it.  I made sending the notices a duty of the vice president, rather than the secretary, to avoid this very issue.

12 hours ago, Daniel H. Honemann said:

In a nutshell:

A rule prescribing the number of days' notice required is not a rule of order. It is administrative in nature, just as are rules prescribing the date, time and place of meetings, and hence it is a standing rule.

The rule in RONR prescribing that it is a duty of the secretary to send out the notice is a rule of order.

 

6 hours ago, Daniel H. Honemann said:

The mere fact that a duty which an officer is to perform is to be performed outside of a meeting does not mean that it is not a rule of order.

Sometimes it is obvious that a particular duty of an officer, which will be performed outside of a meeting, is designed to facilitate the orderly transaction of business in a meeting, and the smooth functioning of the assembly. For example, the presiding officer at any meeting should have at hand "a memorandum of the complete order of business listing all known matters that are to come up, shown in proper sequence under the correct headings—or with their scheduled times—as applicable", and it is the duty of the secretary to prepare this memorandum for the presiding officer's use prior to each meeting. (p. 451, ll. 3-6; p. 459, ll. 24-28). Sometimes this connection is not so obvious, but I would suggest to you that your best bet is to regard all of the rules in RONR which prescribe the duties of officers as being rules of order. General Robert himself was a bit more clear about this. He refers to "the duties of the officers", without tacking on the words "in that connection." (ROR, p. 267; see also pp. 244-250)

OK, taking those two posts together, I'm still confused.

Suppose the assembly adopts the following motion, and that it is adopted without objection:  "The vice president shall send out notices of special meetings at least five days prior to the special meeting".   Nothing more.  It's not proposed as any particular kind of rule, just as a "garden variety motion".  And since it was adopted without objection, it was adopted by unanimous consent with also meets any requirement of a two thirds vote. Let's even assume that previous notice was given of the proposed motion.

What kind of rule is that?  Is it a standing rule or a special rule of order?  It specifies a duty of an officer in connection with a meeting (sending out notices), which seems to  fit the special rule of order category.  But, it also contains a notice requirement, which seems to fit the standing rule category.

So, which is it and why? 

And would it make any difference if the motion was worded this way:  "At least five days notice of special meetings shall be sent to the membership. Said notice shall be sent by the vice president."

Edited to provide that the vice president, rather than the secretary, is the officer charged with sending the notices. I did that to make it plain that the "rule" departs from the rule in RONR describing the duties of the secretary.

23 hours ago, Gary c Tesser said:

I did find that before, and there's the list of messages, but what do I do with them?

Click on the "topic" (or  subject) of each message thread.  Then, on the right side of the screen, click  on "options".  You have the option to delete the "conversation".   Yeah, the forum calls our message exchanges "conversations", not messages.  Delete the blasted conversation!!!

BTW, in the course of trying to help you figure out how to delete messages so you can receive new ones, I discovered that my own message inbox is full!!!!  That doggone George Mervosh sent me a message that I replied to and I never deleted the "conversation".  That one maxed me out!  I'm going back in to delete some more now.

13 hours ago, Guest Nancy N. said:

OK, I can read them, but I want to save them (not all, but the lovely some; I cherish the messages I get from George and Dan and John, and more) to hard-drive and then delete them from here, to make room. But it doesn't show me how, but I remember having done that in the past.  (N.B.  I never remember what I've done in the future.  Just to cross that "t.")

Godelf, I can't receive messages because my inbox is stuffed.  That's what I'm whining about here.

__

N.B.  I, GcT, am writing as Nancy here.

Well, i've tried sending you messages, too, and get a message that you cannot receive messages.  Maybe that is the forum's way of saying your mailbox is full.  I dunno.  I just know that we are limited to 50 messages.

On 1/19/2017 at 8:47 PM, keefe said:

. . . "The call to order may be immediately followed by religious or patriotic exercises or other opening ceremonies."  I just purchased the downloaded version for my PC and am unable to see page numbers to reference, once I get to know the program better I will be able to reference as well.

Keefe, on the CD-ROM version, the page numbers appear within the text in red print set off in brackets, like this: [page 174]. It represents the beginning of a page, not the end.

They correspond to the page numbers in RONR.  The CD-ROM does not, however, have line numbers. And footnotes are easy to miss:  They are indicated by teeny, tiny red asterisks, like this: *  Click on the asterisk to read the corresponding footnote.

19 hours ago, Kim Goldsworthy said:

According to Robert's Rules of Order (not law):

A member who would count toward the quorum at the top of the meeting will continue to count toward the quorum, no matter how many times that member recuses himself. . . .

Is that supposed to be a quote or citation from RONR?  If so, please provide it.  A word search using my CD-ROM version does not show the word "recuse", "recused" or "recusal" used even once. 

It might also be worth noting that some state laws, particularly those dealing with public bodies, require that certain officials "recuse" themselves from participating in or voting in certain circumstances regarding possible conflicts. I am of the personal opinion that even if a member has "recused" himself from participating in the consideration of a certain matter, he is nonetheless still present (unless he has physically left the room) and should be considered present for quorum and vote requirement purposes.  However, I am not at all certain that the courts would agree.  I have never researched that particular question.  I'm not 100 percent convinced that recusal and abstention mean exactly the same thing in all cases.

BTW, I don't know that a recusal (or abstention) based on a statute REQUIRING such recusal or abstention is a "self recusal".

I believe the answer to guest Stephen's question is not as cut and dried as it might appear at first blush.  In fact, I don't know that we can answer it because the answer likely depends on statutory law or rules outside of RONR.

Comments, anyone?

On 1/20/2017 at 2:04 PM, Data2017 said:

Can the board of directors create rules for themselves? Example, make a rule that not one person cannot write checks for themselves.

Maybe it's not particularly relevant to what I believe is the question being asked, but i am completely unable to wrap my brain around what is meant by "a rule that not one person cannot write checks for themselves". 

Does that mean that if the rule is adopted, everyone can write checks for (or to) themselves???