Josh Martin

Do nothing. The minutes are a record of what was done (not what was said) at the meeting. What you received is something that was said, and it didn’t happen during the meeting. It doesn’t belong in the minutes. It should be noted that, unless the vote was taken by roll call, how particular members voted should not be recorded anyway, making the issue moot. If the vote was taken by roll call, the minutes still should not be altered. The member is free to change his mind, but he can’t change history. No.

No - at least, not so far as RONR is concerned. It is conceivable the assembly has its own rules on this matter.

I see nothing in the cited bylaws which “expressly provide(s) otherwise for filling a vacancy in the office of president.” If it is desired to prevent the Vice President from automatically becoming President in the event of a vacancy, the rule concerning vacancies should be amended to read “If a vacancy occurs in any elective office (including the office of President), with the exception of the Service Board, the office shall be filled, by ballot, at any regular meeting of the Company.” Alternately, perhaps the organization should eliminate the position of Vice President.

An Objection to the Consideration of a Question may only be raised when an item is first introduced for consideration (and even then, the time limits for raising it are very strict). This is because the purpose of this motion is to prevent any consideration of the question. After consideration of the question has already begun, this is simply no longer possible. At this juncture, my recommendation would be for a member to move to postpone the motion indefinitely, and then follow up with a motion for the Previous Question. These could even be combined into a single motion by means of a motion to Suspend the Rules. This will still accomplish the objective of swiftly disposing of the motion and will still avoid a direct vote on the main question.

It should first be noted that, so far as RONR is concerned, the minutes should not contain what is said, which would solve this problem, and other problems in this nature which will undoubtedly arise in the future. It is conceivable, however, that your organization’s rules or applicable law provide otherwise for your assembly. To the extent that recording what is said is required, it certainly would be desirable that it is recorded as accurately as possible. Setting that aside, yes, the motion is debatable.

Yes, I agree. The advantage of a special rule of order would be that this would not need to be done at every meeting.

Previous notice means that notice has been given of the intent to make a particular motion (in this case, to remove the officer). Unless the organization’s rules provide otherwise, notice may be given orally at the previous regular meeting (if the next meeting is within a quarterly interval) or included in the call of the meeting. If the bylaws provide that officers shall serve for a certain number of years or until their successors are elected, or otherwise explicitly indicate that officers may be removed before their term ends, then if notice is provided of the motion to remove the officer, only a majority vote is required for adoption. If no notice is provided, a 2/3 vote or a vote of a majority of the entire membership is required.

Yes, I think it is correct that a rule concerning notice for membership meetings has no bearing on meetings of the board.

Members could still, however, make motions after all business on the agenda has been completed. (Unless, of course, the assembly adopts a motion to adjourn at that point.) If the assembly wishes to provide that only business which is listed on the agenda may be considered, this would require a special rule of order.

This entire procedure went downhill after the motion to Lay on the Table was made. We are told that "We made a motion at our school PTA to purchase a printer , which was then seconded. Then the president opened it up for discussion. During the discussion a motion was made to table it for further discussion. First we voted on purchasing the printer. It was 20 - 12, so it did not pass. Then we voted to table the discussion. It was 12 - 12. So the president started asking the members what she should do, are people going to hate her which way she votes. So then the members started voicing their opinions. I reminded everyone that during a vote, there should be no discussion. She ended up voting it down." There are numerous problems with this procedure. When the motion to Lay on the Table was made, the President should have asked what other business the member wished to attend to. The purpose of the motion to Lay on the Table is to take up some other urgent business. If this was not the member's intent, the chair should have ruled the motion out of order (and perhaps suggested another motion which would have been appropriate, such as the motion to Postpone). Setting this aside, if a motion to Lay on the Table is made, the motion to Lay on the Table takes precedence over the main motion, and is therefore voted on before the main motion. This was not done. The President declared the motion defeated on the basis that it required a 2/3 vote, however, none of the facts presented suggest such a vote was required. After the motion was defeated, the assembly had remaining a motion to Lay on the Table. However, there was no longer anything pending to Lay on the Table - the motion was already defeated (although this declaration was incorrect.) (This would not have occurred if the assembly had voted on the motions in the correct order.) You say that the assembly was now voting to table the "discussion," but there was no longer any motion to discuss. Discussion is not in order without a motion pending. As a result of all this, the President should have ruled the motion to Lay on the Table out of order at this point if he had not done so already. Finally, we are told that there was discussion during the vote on the motion to Lay on the Table. This is not in order, but since the motion to Lay on the Table shouldn't have been voted on at all (for several reasons), that is probably the least of the assembly's problems. However, it is too late to raise a Point of Order about any of this at this time. Just make the motion again at a future meeting. Yes. As a general rule, a Point of Order must be raised promptly at the time of the breach.

No, I do not find this interpretation to be persuasive. "The Corporate Charter (in different states variously called the Certificate of Incorporation, Articles of Incorporation, Articles of Association, etc.) is a legal instrument that sets forth the name and object of the society and whatever other information is needed for incorporating the society under the laws of the particular state—or under federal law in the case of a few special types of organizations... In an incorporated organization, the corporate charter supersedes all its other rules, none of which can legally contain anything in conflict with the charter. Nothing in the charter can be suspended by the organization itself unless the charter so provides. For these reasons, a corporate charter generally should contain only what is necessary to obtain it, and to establish the desired status of the organization under law—leaving as much as possible to the bylaws or to lower-ranking rules if appropriate in accordance with the principles explained below and in 56." (RONR, 11th ed., pgs. 11-12) Because the recommended course of action for the articles of incorporation is to include as little information as possible and to leave as much as possible to the bylaws or other lower-ranking rules, I do not find it persuasive that because the articles of incorporation contain no requirements for three readings of a motion, or that motions must be posted seven days prior to their consideration, that this means that the adoption of such rules in the bylaws (or special rules of order) is prohibited.

No. No, neither of these is sufficient.

I am a bit uncertain on the details here. When you say that “Our Faculty Senate constitution was approved by a majority of faculty several years ago. However, our governing body did not ratify it at the time,” do you mean that a revised constitution was adopted, or that a constitution was adopted for the first time?

It is at the assembly’s discretion. I would suggest taking a recess, if the assembly wishes to do this. RONR has nothing to say on this subject. Depending on precisely what occurs, there may or may not be anything regarding this matter in the minutes. The baby shower itself would not be recorded in the minutes, but any main motions adopted on the subject, for instance, would be recorded. As to your other concerns, you are free to share them with your fellow members. As previously noted, this is ultimately at the assembly’s discretion.

The report of the auditors (which is generally conducted annually) should be approved. Unaudited financial reports should never be approved. As with other reports, they are simply placed on file.

While I agree that homeowner’s associations are certainly not “public bodies,” laws pertaining to homeowners associations frequently contain provisions similar to “open meeting” or “sunshine” laws, in order to protect members of the association (rather than the public at large). If the original poster is concerned that “unannounced meetings” at which business of the association may be informally discussed are in violation of such laws, that is a question for an attorney. I concur with my colleagues that such gatherings violate no rule in RONR.

Reports of any kind do not need board approval (unless the intent is to adopt the report in its entirety as an official document of the society, which might be done if, for instance, the report is to be published in the society’s name). If the report is for information only, no action by the board is required, and the report is simply placed on file. If the report contains recommendations, one or motions should be made to implement those recommendations, and it is those motions which are approved. So I would advise immediately ceasing the practice of placing the reports on the consent calendar. Additionally, I would note that the board should adopt special rules of order governing the use of consent calendars, if it has not already done so.

At the board meetings, this person may not raise a Point of Order since he is not a member of the board, and the board is the assembly which is currently meeting. I assume the annual meeting is a meeting of the full association. If so, he may raise a Point of Order during that meeting. To the extent that a “work session” (a term RONR does not define) is a meeting in the parliamentary sense, only persons who are members of the body that is meeting during such sessions may raise a Point of Order.

First, it’s called “Unfinished Business,” not “Old Business.” Second, based on what is described here, it seems likely that the time limits on the motion to Reconsider have passed. The motion to Reconsider may be made during the same meeting, or at a meeting held on the next business day in a multiple-day convention. If the time limits for the motion to Reconsider have passed, the proper tool at this time is to either make a motion to Rescind or Amend Something Previously Adopted (if the original motion was adopted) or to renew the motion (that is, to simply make the motion again) if the original motion was defeated. In either case, the assembly could add the motion to the agenda under General Orders (or even under Special Orders) if it wishes to do so, or else the motion could simply be made during New Business. This is not Unfinished Business.

Only a member of the body that is meeting may raise a Point of Order. So at board meetings, only board members may raise a Point of Order. At meetings of the full association, any member of the association may raise a Point of Order. Since you describe the POA members as the “audience,” presumably the meetings in question are board meetings.

Assuming what was added to the motion was germane (that is, relevant) to the first motion, it may be offered as an amendment to it. A motion to Amend requires a majority vote or unanimous consent for adoption.

Only if the board chooses to lift secrecy regarding the language and results of the motion.

So far as RONR is concerned, a paper ballot is used when required by the organization’s rules, or if a motion to use a paper ballot is adopted (by majority vote). RONR has no rules prohibiting the use of paper ballots for certain circumstances or for certain assemblies. It is conceivable that for public bodies, applicable law (often called “open meeting” or “sunshine” laws) prohibit or limit the use of paper ballots, but that is beyond the scope of RONR and this forum.

Yes, that is correct.

So far as RONR is concerned, the board would vote (or decide by unanimous consent) on whether to exit executive session while it is in executive session. If this is adopted, the board is now in open session. There is no transitional state between executive session and open session.