Richard Brown

Even if a quorum is not present, the proper procedure, as noted by Godelfan, is to call the meeting to order, note the absence of a quorum, and then adjourn, unless action is going to be taken to obtain a quorum or to schedule an adjourned meeting. You technically still hold the meeting. You are simply limited as to what actions you can take at such a meeting.

Answer to questions 1, 2 and 3: A motion to enter or leave an executive session is a question of privilege affecting the assembly. As the text on pages 226-227 cited by J.J. indicates, such a motion requires a second and is debatable, I think that in most instances a member simply moves to go into executive session (and to close it) without the prefatory statement. I would suggest reading all the way through page 230. I think page 230 in particular may be helpful. In understanding this, it is important, as either Mr. Honemann or Mr. Gerber explained to me once a while back, to understand the difference between "raising a question of privilege" and making the motion. You may have to read the cited pages more than once to fully understand that. Edited again to add: An executive session entered into during a meeting is not a meeting within a meeting. It is all the same meeting, with part of it being held in secret and closed to non-members other than those who may be invited to stay.

J.J., I suspect that not many of us have copies of the National Parliamentarian from 2002 lying around and I doubt that Mr. (or Ms) Miller has them. So, how about elaborating on your answer and quoting the relevant provisions from the article? Or providing a link to it if one is available?

I think the question of whether it was inappropriate to share minutes of a board meeting with a non-board member depends on the circumstances and on information that we do not have. For example were the board meetings held in executive session? Do non board members frequently attend board meetings? Are the board minutes generally kept secret? I think the primary question to be answered is whether the board meetings were held in executive session.

To rescind or amend a motion previously adopted requires previous notice and a majority vote or, without previous notice a two thirds vote or a vote of a majority of the entire membership. (In this case, that would be the membership of the board). However, it sounds to me like this is a rule of order. If so, it requires previous notice AND a two thirds vote or, in the alternative, the vote of a majority of the entire membership. Since this is a board, it might be easier to get the votes of a majority of the entire membership than to get a two thirds vote, especially if all members generally attend the meetings. The 11th edition of RONR discusses amending and rescinding something previously adopted on pages 305-310. Edited to add: You might also take a look at this very recent thread: http://robertsrules.forumflash.com/index.php?/topic/29259-procedural-manual-updates/

I tend to agree with Godelfan. Although the procedure followed cut some corners and was not conducted precisely as perhaps contemplated by the bylaws, I'm not convinced that the bylaws have been violated or that the appointment is invalid. I think that is a judgment call for your organization to make based on all of the circumstances. Giving the action taken the benefit of the doubt, it could well be construed as having been done by unanimous consent. If a member believe it was improper and that the appointment is invalid, that member should raise a point of order at the next meeting that the appointment was invalid for failure to follow the bylaws. The chair will rule on it one way or the other. His ruling can be appealed to the assembly, which has the final word.

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.