Josh Martin

Well, I suppose your first step is to figure out what actually happened, since there seems to be some doubt on that point. After that is settled, then any necessary corrections to the minutes can be made, and (if necessary) any further action needed can be taken on the resignation.

Yes, but RONR (12th ed.) 12:92 says "Among cases adapted to such treatment are main motions or primary amendments containing names of persons or places, dates, numbers, or amounts." Given the wording "Among cases..." it seems clear that this is not an exhaustive list, but it also seems to me that the procedure is limited to other items which are similar in kind. Since we have no idea what procedure ABC and procedure DEF are, we don't know whether this is a situation where the device of filling blanks would be appropriate, although I would generally hazard a guess that it is not a situation where it is appropriate. The OP (who actually knows what the procedures are) also seems to think it is not a situation where filling blanks would be appropriate.

That would be sufficient. As I have previously noted, this is certainly a situation where it is appropriate for the chair to "assume" a motion. (And even if a motion had been required, it would be too late to raise a Point of Order about it now.) If the assembly voted to accept the resignation, it's accepted.

A resignation is a particular form of a Request to be Excused from a Duty and follows the same rules. The Standard Descriptive Characteristics for this motion are found in RONR (12th ed.) 32:2, which (among other things) describe whether the motion requires a second. This is indeed a situation where the chair might use the procedures of assuming a motion and requesting unanimous consent. The chair might say, for instance, "Mr. X has submitted his resignation from the office of Treasurer. Is there any objection to accepting his resignation? [PAUSE] Seeing none, the resignation is accepted." Mere silence when the resignation is offered, however, is not sufficient. If instead a formal motion is made to accept the resignation, this motion requires a second if the motion is made by the person resigning. If it is made by any other person, no second is required, because it is presumed that the person resigning supports accepting the resignation and therefore counts as the second. "The request can be granted by unanimous consent, or a motion to grant it, which is debatable and amendable, can be offered." RONR (12th ed.) 32:1 "Does not require a second except when moved formally by the maker of the request. A motion to grant the request of another member does not require a second since the maker of the request and the maker of the motion—two members—wish the question to be considered." RONR (12th ed.) 32:2

Then Member B's motion to permit the presentation will require a motion to Suspend the Rules, which requires a 2/3 vote for adoption. I don't imagine any of this will make much practical difference most of the time, as such matters are often handled by unanimous consent. In the event, however, that a majority feels strongly that Nonmember C should be permitted to make this presentation, but is unable to obtain a 2/3 vote in support for this, then motions such as Postpone to a Certain Time or Lay on the Table could be used to temporarily dispose of the main motion so that it is no longer pending, in which event a main motion to permit Nonmember C to speak will once again be in order and require only a majority vote for adoption.

I think it is a bit of a stretch to call this a "question of privilege" at all (it would require a very expansive view of the phrase "the conduct of its officers and employees, or of visitors"), and in any event I agree with Dr. Kapur that it is not of sufficient urgency to warrant interrupting the existing parliamentary situation. "Questions of the privileges of the assembly may relate to its organization or existence; to the comfort of its members with respect to heating, ventilation, lighting, and noise or other disturbance; to the conduct of its officers and employees, or of visitors; to the punishment of its members; or to the accuracy of published reports of its proceedings; etc." RONR (12th ed.) 19:7 "Unless the point is simple enough to be promptly adjusted (as in the first example, below) or unless it is in the form of a motion and is not seconded, the chair rules whether the question is a question of privilege, and, if so, whether it is of sufficient urgency to warrant interruption of the existing parliamentary situation. From this ruling an undebatable appeal can be taken." RONR (12th ed.) 19:9 In order to have nonmember C make a presentation on this question with only a majority vote required to permit this, it would seem to me that Member B would need to make the motion to have nonmember C speak prior to Member A actually making a motion on the subject. This is simply an ordinary main motion.

RONR doesn't have anything called "emergency passage" and therefore says nothing in regards to that specifically. RONR also has nothing to say specifically regarding ordinances. As a general rule, if a motion is defeated, it is indeed "dead." The motion may nonetheless generally be reconsidered (under the strict time limits for doing so) or may be renewed (that is, made again) at a future meeting. It is correct that a motion which is defeated is not automatically "referred back to committee for a re-vote at a subsequent meeting," but it can be brought back at a subsequent meeting by a member simply making the motion again. That's part of your rules (or state law). Under RONR, a motion may be made simply by obtaining recognition at a time when the motion is in order, such as during New Business while no other business is pending. Public bodies frequently have additional rules on this subject, but what those rules might require is beyond the scope of RONR and this forum. RONR does cover what happens to defeated motions generally, but it has nothing regarding ordinances or emergency passage specifically. Additionally, since your council's rules and state law have their own rules relating to introducing ordinances, what RONR says about defeated motions will not be fully applicable. So this question is ultimately a question of interpreting your council's rules and state law.

No. It is not just wiser. It is generally the only correct procedure. It should also be noted that the assembly is not limited to the options described above, which is one reason the procedure described above is improper. There is also the procedure of "filling blanks," which is used for simple items such as amounts of money, names, places, colors, etc. I take it the items described here are not of such a nature. Even in such a case, however, there would be no "No change" option. Rather, a vote would first be taken on which suggestion would fill the blank, voting on each in a logical order until one receives a majority. Debate and amendment would then be in order on the motion as it then reads, and a final vote would be taken on the motion.

I think this is an interesting question. My understanding had always been that only the "statement of purport" is required whether the notice is included in the call or given at a meeting. The exact text on this subject, however, does appear to call this into question. The paragraphs cited are reproduced below for reference, as well as 10:51, which addresses directly the question of a notice being sent in the call of the meeting. "The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (1:7, 9:2–5) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see 9:7) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting." RONR (12th ed.) 10:44 "If previous notice is given at a meeting, it can be given orally unless the rules of the organization require it to be in writing—which is often the case with notice of amendments to bylaws. Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in “to raise the annual dues to $20”—since it will determine what amendments are in order when the motion is considered. The notice becomes invalid if the motion is amended beyond the scope of the notice (see also 35, 57)." RONR (12th ed.) 10:47 "Instead of being given at a meeting, a notice can also be sent to every member with the call of the meeting at which the matter is to come up for action, in cases where there is a duty or established custom of issuing such a call. In such cases, the member desiring to give the notice writes to the secretary alone, requesting that the notice be sent with the call of the next meeting, and the secretary then does this at the expense of the society." RONR (12th ed.) 10:51 The rules on this subject do not seem to be entirely clear. It is certainly clear that, if the notice is given at a meeting, all that is required (unless the organization's rules provide otherwise) is that "only the purport need be indicated; but such a statement of purport must be accurate and complete." The comparable rule for giving notice in the call (10:51) does not state one way or the other what level of specificity is required for the notice. So the question hinges on the meaning of the phrase "indicating its exact content as described below." On the one hand, the words "exact content" might suggest that the exact wording must be included if the notice is included in the call. On the other hand, the words "as described below" would suggest that this is discussed further in the following paragraphs, and nothing in the following paragraphs suggests that the full text is required unless the organization's rules so provide. As a result, I am inclined to think the phrase "exact content" does not in fact mean that the full text of the motion is required, whether or not the notice is included in the call. Rather, the meaning of the phrase "exact content" as further described below appears to be that "Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete." Therefore, I would personally conclude that the full text of the motion is not required regardless of the manner in which the notice is submitted, unless the organization's rules provide otherwise. With that said, an alternative interpretation does not seem to be unreasonable. If previous notice is given at a meeting, the exact circumstances of the parliamentary situation may mean the member is under a bit of a time crunch to ensure that the member gives timely notice, and it simply may not be practical to have the exact text of the motion prepared at that time. On the other hand, it does not seem unreasonable to require members to provide the full text when the motion is being submitted between meetings, in writing, at the member's leisure. It should also be noted that the text refers several times to the possibility that an organization may adopt its own rules regarding previous notice, especially for such matters as amendments to the bylaws, and in such cases it is those rules which must be followed.

I would first note that if there is a Vice President, the Vice President automatically becomes President in the event of a vacancy. In any event, if there is no President, then until that vacancy is filled, the assembly would elect a Chairman Pro Tempore to preside at each meeting. RONR does not assign any duties to the President other than presiding at meetings. Many societies, however, assign extensive administrative duties to the President in their rules, however, so the lack of a President may be problematic. If the board can't get a quorum, the board will not be able to do anything.

Based on this additional information, the answer to the original question is "no." The membership itself may adjourn the meeting to a later time at the call of the chair. I'm not clear on how the board would adopt a resolution during a meeting of the general membership. The board isn't meeting. Even if it somehow does so, however, the board lacks the authority to adjourn a meeting of the general membership. I suppose an individual member of the board (if also a member of the society) could make the motion to adjourn to a later time, but the membership would vote on this motion (or it could be adopted by unanimous consent if no member objects).

A nonmember can be granted permission to speak by majority vote when no motion is pending or by a 2/3 vote when a motion is pending. It is correct that there is nothing between the stating of the motion by the chair and the start of the debate. If the assembly is having a hard time distinguishing between whether a motion is pending, the chair should review RONR (12th ed.) Section 4.

For future reference, please post a new question in a new thread. In response to your question, I'm not entirely clear what is being asked here. If the question is whether the member may move to rescind the motion, the answer is yes. A member who abstained may move to rescind. Unlike the motion to reconsider, the motion to rescind may be made by any member, regardless of how (or if) the member voted on the original motion. The motion to rescind requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice for adoption. Your question said, however, "Next meeting she wanted to rescind her vote," which makes it sound like she wants to "rescind" her individual vote. If that is the question, the answer is no. for one thing, the member didn't vote in the first place, so she doesn't have a vote to rescind. Additionally, it is much too late for a member to change their vote.

Presumably a separate folder with a different password can be created.

All main motions must be recorded in the minutes, so the minutes will need to record the motion to adopt the original agenda, the motion to rescind the agenda, and the motion to adopt the new agenda, and the disposition of each of these.

I wonder if the "President" in question is in the nature of a CEO or Executive Director - that is, the highest-ranking employee in the organization, and is not the same person as the Chairman of the Board.

Whether you are concerned about it or not, the fact remains that electronic meetings or electronic voting are not permitted unless authorized by the bylaws or an applicable law or executive order. "Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present. Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or “face-to-face”) meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly (see 1:1) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present." RONR (12th ed.) 9:31-9:32 "It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting." RONR (12th ed.) 45:56 The document tracking actually seems relatively simple. It would seem to me that platforms such as Google Docs, Sharepoint, or Microsoft Teams could likely serve this purpose. I am not aware, however, of a platform which supports 2,600 participants in an actual live meeting. I found a few that could support up to 1,000 participants, but I didn't see anything beyond that. (Some support more for "events," although my understanding is that format is designed more for an informational presentation than a meeting which enables members to participate.) It sounds, however, like the intent may be to use electronic voting but not an actual electronic meeting, and that seems more technically feasible... although this would still need to be authorized in the bylaws or applicable law or executive order.

For clarity, is this the number of total members in the organization, or the number of members who generally showed up to meetings? If the latter, it may be extremely difficult as a practical matter for such a large assembly to meet electronically (even if it is authorized under the rules to do so). Just for starters, it may be difficult to find a meeting technology that supports that many participants.

The board is free to permit a particular person who is not a member of the board to have access to minutes taken in executive session if it wishes to do so.

Yes, I agree that this information should be included in the minutes. The solution to this problem is to keep separate minutes for the executive session portion of the meeting, approve those minutes in executive session, and make those minutes available only to board members.

I would first note that this is technically a "custom," not a "precedent." When something has been done a particular way in the past, that is referred to as a "custom." RONR is clear that written rules take precedence over a custom in the event of a conflict. "In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, such an established custom is adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it." RONR (12th ed.) 2:25 A "precedent" is created by a ruling of the chair on a Point of Order, and also by any subsequent appeal. This is a formal interpretation of the rules, rather than simply the way something has been done. An incorrect precedent, however, can and should be corrected. Since I have seen only a brief paraphrase of this rule, I cannot say with any certainty whether the rule in question applies to committees. There is no doubt, however, that if the rule is applicable to committee, it takes precedence over the Planning Committee's erroneous custom to the contrary.

Was the situation that the minutes were being presented for approval for the first time, or was the member attempting to correct minutes which had already been approved? In the former case, a correction of this nature isn't recorded anyway, so there is no need to report anything in the minutes. In the latter case, I suppose I would write something like "Mr. X made a motion to amend the minutes of the 2020 annual meeting, the exact contents of which were unclear due to audio quality issues. The motion was defeated." I concur with Dr. Kapur that the chair should not have stated the question on a motion when no one had any idea what it was.

Minutes of the executive session portion of the meeting should be kept separately and approved in executive session. Those minutes would then be available only to members of the board. I would also note, however, that the minutes should not include details of discussions, whether or not the meeting is held in executive session. The minutes are a record of what was done, not what was said. Decisions would be recorded.

The only way to change this would be to amend the bylaws, or to adopt a proviso relating to the transition for the bylaw amendments (if it is desired for the change to be temporary). Provisos are discussed in RONR (12th ed.) 57:15-17. The problem is that the deadline occurs prior to the time at which the bylaws will be amended.

Given the additional information, I now am even more certain that this will ultimately be a legal question. "If one or more of the organizations involved in a merger or a consolidation are incorporated, an attorney should be consulted to draw up the proper papers and advise as to all steps necessary to fulfill the legal requirements." RONR (12th ed.) 55:2