Richard Brown

Dennis, I have not been able to find the thread that I think I saw in one of the RONR forums. Perhaps I read about it in a recent issue of NAP's National Parliamentarian. And perhaps the thread has been deleted. However, I did a Google search and found information on the Florida Condo statute. Here are a couple of links that may get you started on your quest to determine whether to keep a nominating committee. I'm sure you can expand the search considerably. I know I've read more about it, I just can't remember where I read it. https://www.hoaleader.com/public/470.cfm http://www.myfloridalicense.com/dbpr/lsc/documents/electionbrochureenglishmaster06092010.pdf

Dennis, within the past couple of months or so there was a thread about this issue in either the general discussion or advanced forum. The original poster made reference to what I believe is a Florida statute regarding homeowner or condominium associations which specifically prohibits the use of nominating committees. If you dig deeper into the rationale behind the statute, it might help with your decision. If I have time later, I'll search the forum for that thread. But, if you want to search for it yourself, the key search terms would probably be "nominating committee" and "Florida". I think a link to the statute was posted in the thread. As i dug into it, it made for interesting reading. There are articles about that Florida statute.

If they refuse to act at all, as opposed to just refusing to confirm specific appointments, the membership might believe that the members of the executive committee are refusing to perform their duties and subject them to censure, removal from office, or even expulsion. Anything beyond censure gets tricky. Chapter XX in RONR (the chapter on discipline) devotes 26 pages to disciplinary procedures. Your bylaws will also likely have a say on what you can do and how you have to go about it. But, you probably aren't helpless. RONR does provide remedies for such obstinance. Even if the executive committee is taking up the appointments but is routinely refusing every appointment of the president, if the membership believes they are not acting in the best interests of the society, the membership likely has the remedies I mentioned above. Another option, of course, is the one suggested by Mr. Huynh: The president can try appointing people whom the executive committee will approve. And if it is the president who is being difficult, he is likely subject to discipline or removal from office as well.

By the vote threshold specified in RONR in cases where the bylaws are silent. RONR requires previous notice (as do these bylaws) and a two thirds vote or the vote of a majority of the membership to adopt a bylaw amendment when the bylaws are silent as to the vote required. RONR page 102 122

I think Mr. Coronite is raising a legitimate point. Bylaw Article VII and Bylaw # 23, when read in its entirety and taken as a whole, DOES seem to say that the bylaws can be amended by EITHER the Board of Trustees (with a vote of two thirds of the full board) OR by the general body, presumably at an annual general body meeting. So, the bylaws so seem to say in TWO places that they can be amended by the Board or the general body. You have to read Article VII and "Bylaw 23" in its entirety. Here it is. I have highlighted what I think is a key provision in the first sentence of "Bylaw 23: Amendments". I agree with Tom Coronite. I believe the bylaws provide that the bylaws can be amended by EITHER the Board or the general membership. I think it is clear that Section B has no application to amendments by the board and clearly applies to amendments by the general membership (general body). It is ultimately up to the members of the society itself to interpret Article VII and "Bylaw 23".

Yes. An adopted motion may generally be rescinded as long as it has not already been fully carried out. If it has been partially executed, the unexecuted portions may be rescinded. Edited to add: I agree with Mr. Honemann's answer. I had started typing a response before anyone else had responded but was interrupted by a phone call and did not realize he had responded.

I agree with Mr. Katz that this is ultimately a bylaws interpretation question. That is something only your organization can do. We cannot interpret your bylaws for you. We can, and sometimes do, give our own opinion based on what has been posted, but it is just that: our personal opinion. It doesn't count. It is the opinions of your members that count. They know the history of the organization and are more likely to know what was intended by a particular bylaw provision. Now, having said all that, I will say that my own opinion, based on what you have posted, is the same as yours and is based on the same rationale. But, again, it's the opinions of your members that count.

Per RONR, only members of the body that is meeting may speak in debate. However, the body may adopt a rule governing remarks/presentations by the executive director. It is quite common for an executive director to attend board meetings and to participate to at least some degree. If he isn't an actual member of the body that is meeting, they can grant him permission to speak and address the body by a majority vote and, by a two thirds vote they can grant him permission to participate in debate. Either action can also be done by unanimous consent without a vote. The participation of an executive director varies substantially from one organization to another.

LSCHelper, pay close attention to the last part of Dinner Guest's post: "As long as no action has been taken which cannot be undone." If you have already notified the other party that you have accepted the bid proposal, you could have legal problems if you try to "undo" it. That is a legal question that is outside the scope of this forum.

I think it is ultimately up to your organization to interpret its own bylaws, including this provision. It does appear to me, however, that if the member notified the Membership Committee by December 1, there is no problem even if the request was acted on later. It will be up to your organization to determine it this rule is in he nature of a rule of order or a standing rule (even though contained in the bylaws) and may therefore be suspended.

There is no rule in RONR about recording meetings. That would be governed by your own rules and applicable state law, if any. No rule in RONR are either permits it nor prohibits it. RONR is silent on that topic except to say that a recording device can be helpful to the secretary in preparing minutes. It also says that a recording is not a substitute for minutes. Edited to clarify: Actually, RONR says that a TRANSCRIPT of the recording should not take the place of official minutes.

Guest Kelly B may be long gone by now, but I agree with Mr Goldsworthy. Unless the bylaws provide some other method of determining who is a past president or immediate past president, anyone who served as president for even a moment is a past president. And the last person who served as president, even if for only a moment, is the immediate past president.

I think it is important to determine weather the church bylaws limit the authority of the congregation to accept or reject a recommendation from the council as presented and without the authority to amend it. That would be a bylaws interpretation question. I imagine the congregation has the authority to amend it, but the answer to that question depends on the bylaws.

I think to consider that the election was for one year would not be permissible because it conflicts with the bylaws requirement that terms of office of directors are three years. I think the ultimate decision here is up to the society, but I think the choices are between declaring the election invalid or that it is valid but for a term of three years rather than one year. My own opinion, for whatever it is worth and without having seen the bylaws, is that this director was elected for a period of three years regardless of what statements were made prior to the election.

Agreeing with Mr Huynh, I don't understand exactly what happened. Can you elaborate?

I would you say that your policies, procedures and rules are most likely not bylaws. However, that is ultimately for your organization to decide.

If you can refine your question a bit, perhaps we can be of more help. Under the procedure recommended in RONR, when the minutes are up for approval (not acceptance), the chair asks if there are any corrections to the minutes. If there are none, or once all of the corrections have been made and there are no further corrections, the chair declares the minutes approved. The body does not actually vote on final approval, but votes only on the individual corrections.

Is it appropriate or permissible for the Secretary to be a member of the minutes approval Committee? If prohibited, please provide a citation.

Duplicate post

Since this body is a city council, it is almost certainly a "public body" and is subject to its own rules and to state law regarding open meetings, meeting procedures, etc. It is quite common, almost universal, that city councils and other public bodies do not normally read the entire contents of a proposed ordinance, law or resolution out loud in its entirety. The clerk usually reads the title and maybe a brief summary out loud and nothing else. The members have the full text of the resolution in front of them. I suspect that what happened in this case is nothing out of the ordinary. Resolutions usually get read in full only when someone is being honored or when it is expressing the city council's strong feeling on a public issue that will ultimately be acted on by another public body such as the Mayor, Governor, county governing board or state legislature. Then they do it for effect, not because it's required (except, perhaps, for honoring someone with a proclamation).

Guest All, what do you mean by the last part of your post that I have highlighted in bold? Are you saying that your organization has other rules regarding a quorum? Or are you saying that other parliamentary manuals have different rules or definitions of a quorum? I think that a quorum is universally defined as a majority of the membership unless the bylaws or some superior law specify otherwise and I am not aware of any commonly used parliamentary manuals that define a quorum in any other way. The only exception is in the case of organizations with an indefinite or unknown number of members, such as some churches. But, where the membership number is known, every parliamentary authority I am aware of defines a quorum as a majority of the membership. It may be that your organization has adopted a custom of treating the members who show up as constituting a quorum, but once a member raises a point of order that a quorum is not present, the custom must fall to the ground. If your organization wants its quorum to be something other than a majority of the members, it should specify the quorum requirement in the bylaws. It is ultimately up to your organization to interpret its own bylaws. We cannot do that for you.

I don't really understand your question. If the bylaws call for a secret ballot or if a secret ballot is ordered by a majority vote of the assembly, then a secret ballot must be used.

It is ultimately up to the society to interpret this rule for itself, but I personally believe that it means simply a two-thirds vote of those present and voting. Any rule that purports to change that standard RONR definition of a two thirds vote should be clear and unambiguous.

Yes, however one person cannot "call the question". There is no such thing as "calling the question". That is a common misconception. There is, however, a motion to Move the Previous Question". It requires a second and a two thirds vote. A member who is speaking on a motion may conclude his remarks by "moving the previous question". It is a motion to end debate. The motion requires a second, is undebatable, and requires a two thirds vote for adoption. One person cannot single handedly cut off debate. Edited to add: Note: If a member shouts "I call the question", the chair may (and probably will) treat it as a "motion for the previous question". Also, a member must first be recognized in order to move the previous question. The chair may ignore people who just shout it out without having been recognized.

D. Llama, you do have a copy of RONR, don't you? If you don't have a copy, you really need one. You can find an excellent (and lengthy) discussion about "the common parliamentary law" (or "general parliamentary law") in the introduction to the 11th edition of RONR as well as in Chapter 1. The introduction starts on page xxix and gets right into the subject. I suggest you read the entire introduction as well as Chapter 1. You should then have a clear understanding of what we mean by "common parliamentary law" (and "general parliamentary law") and how it came to be codified in Robert's Rules of Order through the various editions as well as in other parliamentary manuals. Then, of course, in other chapters RONR goes into great detail about the powers of Executive Boards and the different language that can and should be used for varying grants of authority to them. RONR also makes it clear that a board has only those powers granted to it in the bylaws. There should be no doubt, absent some contrary provision in your bylaws or controlling law, that the boards of directors of most deliberative assemblies as discussed in RONR are subservient to the membership and must abide by the dictates of the membership. It is, of course, ultimately up to your organization to interpret its bylaws, but I have seen nothing that leads me to believe that the bylaws grant the board the EXCLUSIVE authority to promulgate policies and procedures for the organization. It is ultimately up to your organization to determine if it believes that the quoted language amounts to an exclusive grant of that power. I do not believe it does, but the decision isn't mine to make.