Richard Brown

Keefe, as one or two others mentioned, it is the assembly, not the president or the secretary, that ultimately decides what should go into the minutes. It is the secretary's job to prepare the minutes as best he can following whatever rules and customs are in place. The assembly can add to or remove items in the draft minutes when they are before the body for approval. If the assembly agrees with the president that more detail should be in the minutes, then the assembly should adopt a special rule of order specifying exactly what extra information the minutes should contain. Be forewarned: When you start trying to summarize debate, you start getting into trouble, as Mr. Katz pointed out.

bmunroe, you might look at the rules we are discussing as, say, operating procedures, but as far as RONR is concerned, they are still in the nature of standing rules. RONR does not define operating procedures, but does define and distinguish between special rules of order, which apply to parliamentary issues in a meeting context, and standing rules, which apply either outside of a meeting context or, if in a meeting context, deal with things other than parliamentary procedure. Rules governing refreshments, unlocking and locking the clubhouse and turning the heat on and off would be in the nature of standing rules, as would rules specifying procedures for getting checks approved, purchasing supplies, etc. Here is the first part of the RONR definition of a standing rule from page 18: "Standing rules, as understood in this book except in the case of conventions, are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society." Some organizations have rather a rather lengthy "policies and procedures manual" for the details of the administration of the society. Regardless of what those rules are called, I believe that as far as RONR is concerned, they are still in the nature of standing rules unless your bylaws define them differently.

Mr. Lages is correct. The time to "clean up" the language of a motion is before it is finally voted on. As far as the two alternative wordings you presented, I think it is just a personal preference.... but again, the wording that appears in the minutes should be the exact wording of the motion as it was voted on. Note: The name of the person who made the original motion usually appears first, rather than last, but that is more by custom than by any rule.

I agree with Mr. Katz. These particular rules appear to me to be in the nature of standing rules relating to procedures outside of a meeting context. According to RONR, such rules are not suspendable. Here is the language from page 18: "Standing rules, as understood in this book except in the case of conventions, are rules (1) which are related to the details of the administration of a society rather than to parliamentary procedure, and (2) which can be adopted or changed upon the same conditions as any ordinary act of the society. An example of such a rule might be one setting the hour at which meetings are to begin, or one relating to the maintenance of a guest register. Standing rules generally are not adopted at the time a society is organized, but individually if and when the need arises. Like special rules of order, standing rules may be printed under a separate heading in the booklet containing the bylaws, and in such a case, any enacting words such as "Resolved, That" should be dropped. A standing rule can be adopted by a majority vote without previous notice, provided that it does not conflict with or amend any existing rule or act of the society. (For the vote required for rescinding or amending such a rule, see p. 306, ll. 24–31.) A standing rule remains in effect until rescinded or amended, but if it has its application only within the context of a meeting, it can be suspended at any particular session (although not for future sessions) by a majority vote. Rules that have any application outside a meeting context, however, cannot be suspended." (Emphasis added). Edited to add: My suggestion, as others have already suggested, is to leave the rules in effect until new rules or amendments are ready to be adopted.

I see nothing wrong with the way you are doing it. It seems fine to me. btw, I am assuming you are not the same person as the original poster. Is that correct?

Guest Concerned Citizen, were your questions not sufficiently answered in your previous inquiry a few days ago that Mr. Huynh referred to? Our answers are going to be the same unless different and pertinent facts are brought to our attention. If notice is required by the bylaws, it must be given. Period. Action taken without the required notice is null and void.

At a special meeting, you can act on only those items specifically listed in the call of the meeting. Taking up a main motion to do something not listed in the call of the meeting would be out of order and would be null and void if adopted. Subsidiary motions, such as motions to amend a motion which is properly before the assembly, refer it to a committee or postpone it are, of course, in order. As to disciplining or removing an officer, since your bylaws appear to have a customized procedure, you will have to follow the procedure prescribed in your bylaws. If previous notice is required, then it is required and you can't get around it because of a fear of intimidation. Notice must be given if it is prescribed in the bylaws. Whether an alternative method of removing board members is possible would depend on your bylaws. You might find FAQ #20 helpful: http://robertsrules.com/faq.html#20

Guest Harper, not only RONR, but every parliamentary authority that I am familiar with says that the minutes should be a record of what was done, not what was said. I think you don't understand the purpose of minutes. Any society is free, however, to adopt its own rules as to what its minutes should include.

Agreeing with Mr. Huynh, the chair should not have to ask of anyone is opposed to the motion, but he may of course do so. Debate is the time for all members wishing to speak on the motion.. both those in favor of the motion and those opposed to it... to make their arguments.

Agreeing with Mr.Honemann, and following up on his comment, the usual role of a nominating committee is for the COMMITTEE to come up with a list of nominees. Others may privately suggest people who might be good for the job, but it is usually the nominating committee itself which comes up with and presents the list of nominees, usually one name per position. Depending on your bylaws, nominations from the floor by other members usually take place at some point between the time the nominating committee submits its report and the election. So, like Mr. Honemann, I am wondering what this "nominating chair" is chair of and what role they play in the nominating process. What need is there for a nominating committee if members just "self nominate" by "running" for office?

Elaine, in order for members whose dues are not current to be denied the right to vote, that provision will have to be specifically included in your bylaws. RONR says explicitly that, unless you have a bylaw provision to the contrary, being delinquent in the payment of dues is not grounds for denying a member the right to vote. If your bylaws say explicitly that only members in good standing can vote and if they also define members in good standing as members whose dues are current, they you are probably covered on that point.

Any provisions regarding the use of proxies will have to be in your own rules or determined by your own organization. RONR frowns upon the use of proxies in most societies and provides no rules regarding their use, other than a statement that the use of proxies is prohibited unless the laws of your state require it or your bylaws specifically permit it.

Those items should be under new business. Discussion items in the Yahoo discussion list is no different from having informal discussions over the phone or in a coffee shop or in a bar with other members.

There is no such motion "to table to the next meeting". However, it is quite proper and quite common to "postpone until the next meeting". That is called postponing to a time (or date) certain. It is the correct way to postpone something to the next meeting. As the FAQ's cited by the guest above state, the motion "to lay on the table" is properly used only to set something aside temporarily, usually for only a few minutes, while something more pressing is dealt with.

Because of your customized rule about proposed bylaw changes having to be reviewed by the board, your organization will have to determine for itself exactly how to deal with that provision. I believe a bylaw change can be submitted by any member, but your organization has to determine when, how and by whom it goes before the board for its review and whether the board can stop a proposed change or merely render an advisory opinion to the membership.

I don't believe the answer is quite as clear-cut as Dr Stackpole suggested. He might well be completely right, but think the answer depends on some facts we don't know. For example, are the executive board meetings truly in executive session? If they are, then the Secretary absolutely should not be sharing what was said and done at the meeting with anyone not on the board. However, if the meetings are not truly in executive session, I don't think the Secretary is violating any rule in RONR . Letting non board members hear the recording might be unseemly and unprofessional, but we don't know enough to know if it violates any rule.

mjh, what makes you so sure that Guest EAT has a copy of the 11th edition of RONR? The passage you cited is very short, why not quote it? Guest EAT, RONR does not require that members actually be provided with a copy of any minutes. What RONR does require, in the line referenced by mjh, is that the Secretary must make the minutes AVAILABLE to members upon request. That is not the same thing as providing members with a copy, although it is quite common in many organizations to do so. That can be by custom or by rule. RONR has no rule prohibiting it, but neither does it have a rule requiring it. Here is the text of the line referenced by mjh about the duties of the secretary: "To make the minutes and records available to members upon request (see p. 460, ll. 13–17). " To elaborate on Mr. Goldsworthy's answers, only the members of a particular body are entitled to see the minutes of that body as a right. For example, only executive committee members are entitled to see the minutes of the executive committee and only board members are entitled to see the minutes of the board. All members of the society are entitled to see the minutes of general membership meetings. As Mr. Goldsworthy pointed out, there are procedures that can be utilized to obtain access to minutes one might not normally be entitled to see. And, of course, a body can always create a rule or adopt a motion to grant access to its minutes and/or to distribute them to anyone and everyone it so desires.

Guest Angela, is this "council" by any chance considered a public body? Edited to add: Also, what is this "Act" referred to in the first paragraph of your quote from the bylaws?

Answer to Question 1: No, not unless the removal of the director is listed as an item of business in the call of the special meeting. Answer to Question 2: Yes, since the bylaws seem to say that removal can only be accomplished at a special meeting of the members and RONR requires that all business to be transacted at a special meeting be listed in the call of the meeting. Answer to Question 3: In my opinion, you do not need to state the cause for removal since the removal provision does not mention removal for cause. My answers are based on the small snipped from your bylaws that your quoted and on the rules in the 11th edition of RONR.

Quietstorm, If the bylaws grant guests the right to attend board meetings, neither the chairman nor any other board member nor the board as a whole has the right to demand to know why a particular person is attending. Why go there? Why not welcome their attendance? They have a right to be there. Do the other board members share your concern? I sense that there is more to this than we have been told.

Nothing in RONR prohibits a person from serving as an officer or Committee Member in more than one position, but someone doing so still gets only one vote. Make sure your bylaws are truly silent on that point.

My take on this a bit different. Much like city council meetings, with homeowner associations it is quite common, whether by custom, rule or law, for member homeowners to not only attend board meetings, but to be permitted to address the board and or ask questions at some point in the meeting. I think it is quite common for the chairman and sometimes other board members to address the homeowners in the audience to.explain to them what is going on. I see nothing wrong with it as long as a majority of the board members have no problem with it. If other board members object to it, someone should raise a point of order or the board should adopt a rule addressing the situation.

If he is a member of the board, he is counted for Quorum purposes.

I have a hunch this president may not have a clue what the orders of the day are or what the call for them means. Carol Marie might have to explain it.

I agree with Dr Stackpole. Since this is a public body, the notice and posting requirements are almost certainly spelled out in state or local law. Those laws would trump any contrary provisions in RONR.