Richard Brown

I find these distinctions somewhat unconvincing. . . . 

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

Is it possible that you adjourned to resume at the call of the chair? If so, then the session is not over, your officers are still viable, and you can send notice of the time and place to continue. Otherwise, your officers are kaput and you will have to call a special meeting (in accordance with your bylaws) to elect new officers and adopt a budget.

Just out of curiosity, if only the president or a certain number of officers can call a special meeting (as is usually the case), and if all if those officers are now kaput, how exactly is this special meeting to be called? 

46 minutes ago, Unrealz said:

Thanks jstackpo, however for page 251 (a) doesnt this require to be a point of order that will be raised by a member at a meeting?

What if the special resolution has already been passed and meeting ended (The point of order likely can't be raised until the next meeting)? Does this mean that part of the special resolution becomes void? Is there another part of RONR that states this?

Thanks!

It does require a point of order to have an adopted motion declared void as conflicting with the bylaws.  As to timeliness, a motion which conflicts with the bylaws is a continuing breach and a point of order can be raised at any time (but only in a meeting) as long as the breach continues.

Edited to add:  You might find the following language from page 251 of RONR on point:

"The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach. Instances of this kind occur when:
    a)    a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly,"

18 minutes ago, Gary Novosielski said:

Yes, and having a provision for canceling a regular meeting, using language like that which you quoted is probably a good idea, depending on the liklihood of blizzards or hurricanes in your regioin.  Without such a provision, the meeting must be held.

I don't  know that I would  go so far as to say that without a provision for canceling meetings, a scheduled meeting MUST be held regardless of the circumstances:  blizzard, hurricane, flood, riots, etc.   It is true that RONR contains no provision for canceling a meeting, but it certainly doesn't say the meeting MUST be held regardless of circumstances.  Common sense must come into play at some point.

In reality, it is quite common for presidents to announce that meetings have been "canceled" regardless of whether there is authorization in the bylaws or rules for doing so.  And if it is in the middle of a blizzard or hurricane you can be pretty sure that nobody is going to show up and the meeting is not going to be held. 

When Godelfan asks if you set the time to which to adjourn, he is asking if you set an adjourned meeting.

Yes, unless restricted by your bylaws.

16 minutes ago, Guest Tom said:

I've got a concern about the opposite situation. What if two people are "co-officers" of a single position? Supposedly the body has past precedents for doing this, and justify it because each member then gets "half a vote".

In reality, board decisions are generally made by consensus, so this seems like an easy way to way to gain advantage by packing the debate with friendly voices.

What's the best way to address this situation?

Don't have co-presidents, co-chairs or co-"anything else".  You are on your own and have to figure the voting out out for yourselves if you want anything other than the traditional "one member = one vote".    This is true whether you have co-chairs, family memberships, or whatever.

RONR doesn't directly address "co-presidents", "co-officers, family memberships, etc.  But, here is what it has to say about co-chairs for committees:  "If the committee's task is heavy and will require some time to complete, it often is advisable to appoint a vice-chairman. The anomalous title "co-chairman" should be avoided, as it causes impossible dilemmas in attempts to share the functions of a single position. "

Those of us who post regularly on this forum firmly believe that the same principle  applies to co-officers of any type.

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

It seems that, despite the pinned warning, many querents are still posting their personal titles instead of their subjects. May I suggest that you re-title this field "Subject"? That is the term to which most keyboard jockeys are accustomed and I predict it will reduce the number of misunderstandings.

1 hour ago, Gary c Tesser said:

Lotsa luck.

One can always hope!!

11 hours ago, Guest Cahela said:

Can the chairman of the board of a non-profit organization also be the president?

RONR contains no prohibition on it.  Such a prohibition would have to be in your bylaws.  It is not uncommon for both positions to be held by the same person.

11 hours ago, Guest Cahela said:

Also, do they have voting privileges?

If he is a member, yes, he can vote.  Members can vote.  Non members cannot vote.  See FAQ # 1, cited above by Mr. Tesser, regarding when the president votes.

Edited to add:  Note that the prohibition on voting applies only to the presiding officer.  If they are two different people, the one not presiding can vote just like everyone else.   Also, pay attention to the distinction mentioned in the answer to FAQ No. 1 about the presiding officer voting in small boards.

6 hours ago, Daniel H. Honemann said:

I'm glad that Mr. Tesser has pressed me on this, because I think I may have been a bit too hasty when I said that, if the number of days’ notice is not prescribed by the bylaws, it may be prescribed by a special rule of order. Upon further reflection, I suppose that such a rule will be a standing rule and not a special rule of order, and if it is prescribed by the bylaws (as it should be), it would not be a rule which could be suspended.

 

Now I'M the one confused.  I was fairly confident that such a rule (a notice requirement) would be a special rule of order since it pertains to meeting procedure, in particular, when a meeting can be held or how much advance notice of it must be given.  It also defines a duty of an officer.  Every time I think maybe I've got the distinctions between special rules of order and standing rules down pat, something happens to cause those lines to become blurred again.  Can someone explain why a notice rule such as the one at issue her would be a standing rule rather than a special rule of order?

I agree with the previous answers.  RONR give members the right to ask questions, but nothing in it requires a member to respond to questions.

Guest Everdawn, you might read Section 33 in RONR regarding Requests and Inquiries, particularly pages 292-295.

To elaborate on the correct response by Dr. Stackpole (JStackpo), if the person who made the motion had the floor, the time consumed by the question and answer would come out of his time.  However, if he has yielded the floor and a member rises during debate with a request for information (formerly called a "point of information"), the time consumed comes out of the time of the member who has risen to ask the question. 

In neither case, however, is anyone obliged to respond to questions. You can certainly use said refusal as a factor in deciding how to vote on the motion, as can the other members of the committee.  You can even refer to the failure or refusal to provide pertinent information on the issue in your debate.

Yes. But there are a few caveats/exceptions. More information about the specific situation will be helpful.

Seconds are not required in small boards and committees. Seconds are required in most regular assemblies, but once debate or voting starts, the lack of a second is waived and becomes immaterial.

19 minutes ago, Guest Mari said:

Sorry, forgot to add...would a non-member be appointed as an ex-officio? The info in the section 32 under Article V on "To Commit or Refer" seems to imply nominations for committees from the floor name members to the post...

No.  People specifically named to serve on a committee are not ex-officio.  They are full  fledged members just like everyone else specifically named to the committee.   Committees may be appointed (filled) by several methods:  appointment by the chair, nomination by the chair with approval by the assembly, named in the motion creating the committee, or separately elected to the committee after it is created, for example.  Again, get yourself the 11th edition.  It's around $12 or $13 from Amazon, $19 or so in bookstores. 

Edited to add:  BTW, the current edition is not available on line.  The 1915 edition is on line only because its copyright has expired.  I

Guest Mari, since you apparently do not  yet have a copy of the current 11th edition, I will quote here from the bottom of page 174 and the top of page 175 regarding the appointment of the members of a special committee by the chair, per the reference Chris Harrison made:

"NAMING MEMBERS TO A SPECIAL COMMITTEE. A standing or special committee may include, or even have as its chairman, one or more persons who are not members of the assembly or the society; but if the chair appoints the committee, the names of all such nonmembers being [page 175] appointed must be submitted to the assembly for approval, unless the bylaws or the motion to appoint the committee specifically authorizes the presiding officer to appoint nonmembers (see also pp. 492–93, 495–96)."  (Emphasis added)

Pay attention to the highlighted part:  If the assembly names non members to a committee, no other "permission" is needed since it is the assembly itself naming the non members.  However, if the chair alone is making the appointments and names any non members to serve on the committee, those names must be approved by the assembly.

8 minutes ago, Guest Mari said:

Article IX, section 49: A Committee is a body of one or more persons appointed or elected by an assembly or society to consider, or investigate, or take action in regard to, certain matters or subjects, or to do all of these things.

This is where I'm confused. It doesn't specify that the person appointed or elected has to be a member, but it seems to imply it. Are there any other articles that give additional clarification?

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. 

1 hour ago, George Mervosh said:

 

No one here said that.  I'm inclined to agree with Mr. Novosielski's comments quoted above because I can't find anything in RONR that would suggest anything different. This may be a bylaws interpretation question.

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.

5 minutes ago, Fergusgw said:

Our Bylaws require that 25 members be present for a regular meeting and it does address the quorum when it talks about a special/called meeting.  RONR addresses regular meeting but does not address called/special meetings.  Someone wants to do an amendment to the bylaws to say there would be no quorum for a called/special meeting. 

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.

6 hours ago, Gary Novosielski said:

If not raised at the time, a point of order at the next meeting should be ruled as untimely by the chair, unless "clear and convincing evidence" is presented that a quorum was not present.  That's the standard in RONR.

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.

6 hours ago, Gary Novosielski said:

When the vote required is a majority of those present, all that matters is the number of Yes votes, which must be more than half of the number present.

I agree that a voice vote cannot reliably determine this.   I think a counted rising vote or counted show of hands would be necessary.  It would not be necessary to call for the No votes, since the motion either passes or fails based upon the number of Yes votes cast.

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.