Richard Brown

The chairman has only such powers as the bylaws or other governing documents give him. He does not have the "inherent" power to create committees or appoint people to committees without something giving him that authority. There is nothing in RONR giving him that authority.

Based on the additional information above, it seems clear to me that the resignation was not accepted and that the member who submitted it had the right to withdraw it. The situation you described about other members not wanting him to resign and wanting him to reconsider is quite common. He's still in. Tough luck for those who wanted to fill his vacancy.

As a general rule, I agree completely. However, isn't this complicated at least a little bit by the fact that the officer submitted his resignation during a board meeting? Ideally the resignation should have been accepted....assuming the board has the authority to accept a resignation... but might the actions of the chairman and the board at that meeting amount to a constructive acceptance of the resignation, much like proceeding to fill the vacancy does? It seems to me that a little more detail about exactly what the president said when the resignation was tendered and whether any other mention was made of it during the meeting might be helpful. If there were any comments about the resignation by the president or the resigning officer or by other board members, such as wishing him well, or him turning over his organization files to the secretary or his successor, or talking about how to go about filling the vacancy, that could indicate that the assembly constructively accepted his resignation by unanimous consent. btw, Maggiez. it's a bit late for now, but next time please post your question as a new topic even if it seems to fit in with an existing topic. The forum works best that way. Think of this topic and thread as Guest Tina's thread. Click here for how to start a new topic. It's the pinned first post in the general discussion forum that says, "Important, read this first": http://robertsrules.forumflash.com/index.php?/topic/25416-important-read-this-first-information-for-new-members-and-guests/

I think it bears keeping in mind that the bylaws of many organizations provide that resignations are effective upon receipt by a certain officer. In those cases, there is no need to formally accept the resignation. We tend to repeatedly tell people on here that a resignation is not effective until it has been accepted. That is simply not always the case. It depends on the bylaws. It's one of those "unless your bylaws provide otherwise" situations. I know: Just about everything in RONR can be said to be "unless your bylaws provide otherwise". But, I have seen enough bylaws that provide for a resignation becoming effective upon receipt that I think it bears pointing out that caveat in our answers.

It still appears on the bottom of his posts....

That's ok... my mother in law calls me Robert, too. Long story.... private joke.... kinda used to it!!

Yes, the same rules apply for calling special meetings regardless of whether it's the general membership, the board, or the executive committee.... unless your bylaws contain different provisions for some of the above. You can't have them unless the bylaws authorize them and if the bylaws do authorize them, you must follow the bylaw provisions for calling them. btw, RONR makes no reference to "emergency meetings". It refers only to "special meetings". I would think that an emergency meeting qualifies as a "special meeting". It is a special meeting, just one called to deal with an emergency.

Well, the chair doesn't exactly accept the minutes. More precisely, when the minutes are up for the approval, the chair asks if there are any corrections. After any corrections have been made and no more corrections are being offered, the chair declares the minutes approved. Here is the procedure set out on pages 354-355 in RONR: "A formal motion to approve the minutes is not necessary, although such a motion is not out of order. After the minutes have been read (or after their reading has been omitted by unanimous consent as described in the previous paragraph), and whether or not a motion for approval has been offered, the chair asks, "Are there any corrections to the minutes?" and pauses. Corrections, when proposed, are usually handled by unanimous consent (pp. 54–56), but if any member objects to a proposed correction—which is, in effect, a subsidiary motion to Amend—the usual rules governing consideration of amendments to a main motion are applicable (see 12). After any proposed corrections have been disposed of, and when there is no response to the chair's inquiry, "Are [page 355] there any corrections [or "further corrections"] to the minutes?" the chair says, "There being no corrections [or "no further corrections"] to the minutes, the minutes stand [or "are"] approved [or "approved as read," or "approved as corrected"]." The minutes are thus approved without any formal vote, even if a motion for their approval has been made. The only proper way to object to the approval of the secretary's draft of the minutes is to offer a correction to it. It should be noted that a member's absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval."

A nine member board has a rather strange rule regarding appeals from rulings of the chair. This board has no constituent membership and is a public body, but I don't believe that is of any significance for the purpose of this discussion. The board has adopted RONR as its parliamentary authority. The board's special rule regarding the vote required on an appeal from a ruling of the chair reads as follows. (The Board calls its special rules "policies" and "rules of protocol"). Pay particular attention to the last sentence: "The presiding officer of any meeting shall conduct such meeting in accordance with the Rules of Protocol and shall have authority to make rulings on interpretation of these Rules of Protocol and any other matter or question which may arise with regard to conducting the meeting, including recognition of speakers, whether a speaker is out of order, etc." "The decision of the presiding officer shall be final unless appealed by a Board member or committee member to the entire Board or committee as set forth herein below. Any member who disagrees with a decision of the presiding officer may appeal such decision to the total Board or committee. Such appeal may be taken by a statement to that effect and no second is required. The presiding officer shall immediately call for a vote on the question of whether or not the ruling of the presiding officer shall be sustained. Upon a favorable vote of a majority of those Board or committee members present and voting including the presiding officer, the rules of the presiding officer shall be sustained." What is the opinion of others on here as to the effect of a tie vote on an appeal? RONR says it takes a majority vote to reverse a decision of the chair and that a tie vote sustains the chair, but this rule says "upon the favorable vote of a majority of those board or committee members present and voting including the presiding officer, the rules (ruling??) of the presiding officer shall be sustained." Does that mean that on a tie vote the ruling of the chair is reversed?

I think almost everyone commenting in this thread has lost sight of the fact or is choosing to ignore the fact that Guest Cindy is referring to a city council.... a public body... that is almost certainly subject to both state open meetings (sunshine) laws and to its own special rules, both of which almost certainly call for the body to not only adopt an agenda but to post or publish the proposed agenda prior to the meeting. Listing items for discussion on agendas for such public bodies is quite common. If I am going to incur the "wrath of Dan" for saying that, so be it. If someone thinks it is "showing off, so be it. RONR can apply.... and usually does apply... whenever and to the extent that it is not in conflict with the superior rules of the body, state law, or other controlling law such as a city charter. The fact of the matter is that it is quite common for city councils to both adopt agendas and to have items on those agendas for discussion only.

Cindy, I cannot find anything directly on that point. Besides Edgar's correct statement that small boards are permitted to discuss things informally while no other business is pending. Here is the pertinent provision from page 488. It's a list of relaxed procedures in small boards: "PROCEDURE IN SMALL BOARDS. In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects: • Members may raise a hand instead of standing when seeking to obtain the floor, and may remain seated while making motions or speaking. [page 488] • Motions need not be seconded. • There is no limit to the number of times a member can speak to a debatable question.* Appeals, however, are debatable under the regular rules—that is, each member (except the chair) can speak only once in debate on them, while the chair may speak twice. • Informal discussion of a subject is permitted while no motion is pending. • When a proposal is perfectly clear to all present, a vote can be taken without a motion's having been introduced. Unless agreed to by unanimous consent, however, all proposed actions must be approved by vote under the same rules as in larger meetings, except that a vote can be taken initially by a show of hands, which is often a better method in small meetings. • The chairman need not rise while putting questions to a vote. • If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions.** Unfortunately, that provision does not specify whether any type of motion is necessary in order to discuss something informally. It is my understanding that such discussion would normally take place without objection by unanimous consent. Perhaps someone else has a better citation. Stay tuned. Edited to add: I want to point out again, though, that with this being a public body with what are probably specific agenda procedures, this might well be covered by the council's rules or by custom.

Can you explain better what you mean by that statement? What kind of motion defeated the discussion item? Edited to add: Was it a motion to remove the item from the agenda?

I think you are probably right, which is why I added the second paragraph and then a third paragraph to my post # 5. It may be that no motion is needed in order to discuss the item. But, the point i made in the third paragraph is that if no one starts discussing, then no discussion takes place. It seems to me, unless they have a rule to the contrary, that when the "discussion" item is reached on the agenda that someone simply starts discussing.

I agree with Mr. Guest. Just having an item on the agenda is not enough unless the council's own rules are different. Someone must still actually make the motion. If nobody makes the motion, it dies and the next item on the agenda is taken up. The link posted by Mr. Huynh is the correct method for getting something on the agenda per RONR, but getting it on the agenda, as Mr. Guest and I have pointed out, is not the same as getting it before the body. That takes a motion. I emphasize that your council might have specific rules that provide differently, especially for items for discussion, which is not the usual procedure in RONR. Edited to add: I have seen city councils put items on their agenda just for discussion, updates, etc. Those are unique procedures that would likely be subject to their own rules. But, if nobody starts discussing, then there is no discussion, right? :-)

As Hieu pointed out, in most cases particular rules in RONR and in the society's special rules of order that interfere with doing something the assembly wants to do can be suspended, but only by a two-thirds vote of the assembly. The chair alone does not have the authority to suspend any rules. Not all rules or order can be suspended, though. There are exceptions. So, trying to suspend ALL of the rules in RONR at once would not be proper, but most (not all) rules can be be suspended in particular situations.

Technically, no. Rules of Order are those rules contained in the society's parliamentary authority, such as Robert's Rules of Order Newly Revised. If a society (an organization) wants to adopt special rules or order to supplement or modify those rules in the parliamentary authority, those special rules should be called "Special Rules of Order" and should be labeled as such. They supersede the rules of order in the parliamentary authority. However, some organizations don't do it that way and adopt a "Policies and Procedures" manual which contains all sorts of rules, some of which are in the nature of special rules of order, some in the nature of standing rules, and some in the nature of policies, etc. When done that way, it is much harder to figure out which rules fall into which category. That is important because there are different rules for suspending the different types of rules. Your organization may indeed have what amount to special rules of order contained in a Policies and Procedures manual. See pages 15-18 of RONR for clarification of the different types of rules a society might have. Edited to add: If a society has not adopted a parliamentary authority such as RONR, but has adopted rules of order which it promulgated itself, those rules, rather than being called "Special Rules of Order", might properly be called simply "Rules of Order". The term "Special Rules of Order" is used when there are also rules of order in the adopted parliamentary authority.

Rules of Order are generally considered to be those rules of order contained in the society's parliamentary authority... such as Robert's Rules of Order Newly Revised. Special rules of order are those rules adopted by the society to supplement, or in some instances, to modify certain rules or to substitute their own rules for certain rules contained in the parliamentary authority. A society's special rules of order take precedence over and supersede conflicting rules of order contained in the parliamentary authority.

I think you will see the light when you wake up.

Well, I've heard people say things like "I know what you're thinking" or "it was obvious that we were all thinking the same thing" or "all on the same page", so I figure maybe they know that by means of ESP.... extrasensory perception. Or maybe a wink and a nod.

Well, regardless of whether a quorum was present, if they voted (formally or informally or by means of ESP) to do "whatever", that "whatever" should be in the minutes, shouldn't it? Edited to add: They can ratify "whatever" at a meeting at which they do have a quorum, assuming the "whatever" is something that they could have done if a quorum had been present.

Guest Guest, are you the same person as Member Nosey who started this thread? Is the same group? It seems that Member Nosey's question has been answered, especially by Dr. Stackpole in post # 4 and by Josh Martin in post # 9. If you are talking about a different situation or organization, please post your question as a new topic.

RONR treats a revision as a form of amendment. There is no reason to treat an amendment to or a revision of a constitution any differently from bylaws in that regard. You might find the following language from page 582 of the 11th edition of RONR instructive: "The wording of this article should avoid redundant phraseology such as "amend, alter, add to, or repeal," or "alter or amend," or "amend or in any way change." The word amend covers any change, whether a word or a paragraph is to be added, struck out, or replaced, or whether a new set of articles is to be substituted for the old one." (Emphasis added). You may be on to something which would constitute a continuing breach with the notification process, but I believe your other objections are considered waived if no point of order was raised at the time of the breach. As to email notice, RONR specifies that email notification will suffice only for those members who have consented to it unless is is expressly permitted in the bylaws. RONR page 89.

I'm getting really confused. Board members aren't members of the organization? And the word "members" refers only to team members, even though the opening sentence quoted from the bylaws refers to "members of the organization"? Are "members of the team" and "members of the organization" the same people? Agreeing with Bruce Lages, I see nothing in the quoted provision that gives members of the organization (or "team members, either, for that matter) the right to attend board meetings, but I'm bothered by the language quoted from the bylaws that gives members voice "in the consideration of all matters of the club." What the heck does that mean? Does that give the members "voice" in board meetings, too? My, my.

I agree with Mr. Guest's statement. I read the original post to say that she had actually resigned verbally, but it she said only that "I intend to resign", that is not the same thing as an actual resignation. It is simply an expression of intent to do something in the future....which she may or may not actually do.

According to RONR, a resignation should be submitted in writing but can also be submitted orally at a meeting. Here is a quote from RONR on page 291 regarding resignations: "If a member who has accepted an office, committee assignment, or other duty finds that he is unable to perform it, he should submit his resignation. A resignation is submitted in writing, addressed to the secretary or appointing power; alternatively, it may be submitted during a meeting either orally or in writing.* By submitting a resignation, the member is, in effect, requesting to be excused from a duty. The chair, on reading or announcing the resignation, can assume a motion "that the resignation be accepted." The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted."