Josh Martin

A Point of Order is not the appropriate tool to correct an error in the minutes. Rather, a motion to Approve Amend Something Previously Adopted may be used to correct approved minutes. This motion requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. If the assembly refuses to adopt this motion, then the minutes will remain a false record of what happened. This seems like a bad idea, and there may also be legal consequences, although that is a question for an attorney.

No rule in RONR would prohibit it. If she wins, there will be a vacancy to fill in her current position.

Based on these facts, I am not at all persuaded that the statement that the bylaws “specifically call for all nominations to come only from the Nominating Committee” is correct. I see nothing in the quoted rules which say any such thing. It is ultimately up to the society to interpret its own rules, but my own view of it is that the language “All church committee members shall be recommended by the Nominating Committee” simply means that the nominating committee shall make recommendations on the membership of all committees, not that only the nominating committee can make recommendations. The rule also clearly states that the members are elected by the church. RONR is clear that when the nominations are by committee, nominations from the floor are in order. So in my opinion, the proper course of action after the nominating committee’s report is read is for the chair to announce that these five persons are nominated, and then ask if there are any further nominations. If no further persons are nominated, the chair could declare these persons elected by acclamation (since the bylaws do not require a ballot vote). If other persons are nominated, an election will be required. A ballot vote is generally preferable. Each member would vote for up to five candidates. The candidates who receive votes on a majority of the ballots are elected. If more than five receive a majority, the five with the greatest number of votes are elected. If fewer than five receive a majority, then those who receive a majority are elected, and additional rounds of voting are held to fill the remaining positions.

I think the vacancy-filling procedures in the bylaws could also be used, although the persons appointed to fill the vacancies would only serve until the incomplete election may be completed. I disagree. I believe the election still would have been invalid in any event. The use of “or” or “and” in this context does affect the process to be used to remove an officer from office, but in neither case can an assembly simply elect someone to a position which is currently filled. Some action must be taken to remove the current occupant first.

It will be necessary to review the exact wording of the rule which ”specifically calls for all nominations to come only from the nominating committee,” along with any other relevant rules in your bylaws on the subject of nominations and elections, in order to answer this question.

If this is indeed what the OP is referring to, then RONR still has nothing to say about it, and he should consult an attorney for any questions.

That makes a bit more sense, but there’s nothing in RONR about “waiver clauses” either.

For future reference, please ask a new question as a new topic, even if an existing topic appears similar. I would first note that committees generally do not take minutes, as the committee’s reports serve as the committee’s records. (RONR also notes that a committee might, in addition, keep a “memorandum in the nature of minutes,” which need not be approved.) If a particular committee does take minutes, the draft minutes are subject to correction. If the Secretary submits the draft minutes for review prior to the meeting, members are free to suggest corrections to the Secretary if they wish, and the Secretary can choose whether to incorporate these corrections into the draft minutes. The minutes are ultimately approved at the committee’s next meeting, at which time corrections may be formally offered. Generally, corrections are handled by unanimous consent, but a majority vote is sufficient if there is disagreement. If the errors in question are not discovered until after the minutes have been approved, corrections will need to wait until the next meeting and will require a motion to Amend Something Previously Adopted, which requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

No. The same process is required in any event. No.

Neither of these phrases exactly matches any of the phrases in RONR, 11th ed., pgs. 400-404, so RONR has no definitive answer to this question. As a consequence, the proper interpretation of these phrases is ultimately up to the society. The Principles of Interpretation found in RONR, 11th ed., pgs. 588-591, and the aforementioned pages regarding wording for various bases for a decision, may be of assistance in this regard. If I was to wager a guess on the meaning of these phrases, I would need, at a minimum, to see the exact wording of these phrases in context. In my view, the wording of “majority of the board,” in particular, is quite ambiguous, and therefore I do not think I can make a determination of its meaning without this information.

No. The council has the authority to choose the chairmen of its committees (and subcommittees) as it sees fit, assuming the council has no rules of its own to the contrary (and we are told that it does not). No, the council did not follow the correct procedure. The minutes are to reflect what was done at the meeting, and the purpose of approving minutes is to ensure that they are an accurate and complete record of what was done, so the minutes should not be amended to reflect something that did not actually occur at the meeting. It is indeed correct that the proper procedure would have been a separate motion to remove Councilor 2 from the position of Chairman and appoint Councilor 1. Additionally, I would note that this practice of the council approving the minutes of its committees and subcommittees should be ceased altogether. RONR notes that committees do not generally keep minutes (since the committee’s reports serve as their records), but if a committee (or subcommittee) does keep minutes, the committee (or subcommittee) should be approving its own minutes. The minutes of a subcommittee should not be approved by the committee or by the council, and the minutes of a committee should not be approved by the council. As noted above, the purpose of approving the minutes is to ensure that they are an accurate and complete record of what happened at the meeting. The committee (or subcommittee) is presumably in the best position to know whether its own minutes are accurate. If the committee is making recommendations to the council, those should be handled through separate motions, as whether the council approves the recommendations has nothing to do with whether the minutes should be approved. Furthermore, if the committees and subcommittees are to keep minutes, the minutes of a subcommittee should not be “incorporated into” the minutes of the standing committee, since the minutes are a record of what happened at the meeting in question. The minutes should be kept separate, since they reflect what happened at two different meetings of two different bodies.

RONR has no answers to these questions. RONR prohibits absentee voting unless it is authorized in the bylaws. Furthermore, RONR strongly advises against adopting rules which permit a combination of absentee and in-person voting, precisely because of problems like this. “An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. The votes of those present could be affected by debate, by amendments, and perhaps by the need for repeated balloting, while those absent would be unable to adjust their votes to reflect these factors. Consequently, the absentee ballots would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result. If there is a possibility of any uncertainty about who will be entitled to vote, this should be spelled out unambiguously and strictly enforced to avoid unfairness in close votes.” (RONR, 11th ed., pgs. 423-424) Since your society has nonetheless adopted such rules (and has not “spelled out unambiguously” how the procedure is supposed to work), the society will need to interpret its rules as best as it can. See RONR, 11th ed., pgs. 588-591 for some principles of interpretation.

The organization might wish to amend the motion to instruct some other person to take the action, or discipline the President for failing to carry out the instructions, or both.

My impression was that “no action has been taken” meant that the motion was adopted, but that no action has yet been taken to carry out the motion. I agree with your analysis if the motion has not yet been adopted.

No. The motion can be amended or rescinded at a future meeting, but that doesn’t change history. The minutes of the original meeting must remain the same. The motion was adopted at that meeting, and that must be recorded in the minutes.

Actually, not all motions are recorded. All main motions are recorded (except those which are withdrawn), but other motions are not necessarily recorded. See the pages Mr. Mervosh cited for more information. Conversation and discussion are not recorded.

I am starting to wonder now if the rules in RONR are applicable to this situation. Under the rules in RONR, a committee is fully subordinate to its parent assembly. The parent assembly may reject committee recommendations for whatever reasons it pleases, and is not required to provide any explanation for its decisions. If your organization indeed has rules which say that “The Board is only tasked with ensuring process was followed by procedure” and that “if they disapprove something they are supposed to identify what procedure was violated,” then I suppose the organization itself will have to figure out what is supposed to happen in this situation, because RONR has no answer. I don’t know that it matters. I don’t know that your “boards” and “committees” are “boards” and “committees” in the sense that RONR uses these terms.

The board isn’t required to give any direction after rejecting a motion. The board’s action was complete when it rejected the motion. It isn’t required to do anything else. So it appears the “instructions” are just advice. Nonetheless, the motion was rejected by the board.

I don’t quite understand what the confusion is. The motion is not “effectively” killed, it is killed. “if the assembly expressly decides against doing what the motion proposes, the motion is lost, or rejected.” (RONR, 11th ed., pg. 33) I suppose their quibble is that the committee is a separate body from the board. Since the board is the superior body, however, it seems that the motion is rejected just as much so (and arguably even more so) than if it was rejected by the committee. Furthermore, the board explicitly instructed the committee to “look at the topic again and come up with another recommendation.” Committee instructions are binding. “Instructions to the committee can also be included in the motion to Commit, whether the committee is to be a standing or a special one, or a committee of the whole. These instructions, which are binding on the committee, may involve such matters as when the committee should meet, how it should consider the question, whether it should employ an expert consultant, and when it should report.” (RONR, 11th ed., pg. 172, emphasis added)

No. Yes.

First, you might want to pursue all of your options within the society. See RONR, 11th ed., pgs. 247-260 regarding Point of Order and Appeal. A Point of Order can be raised when a rule is bring violated, followed by an Appeal if necessary. If this is insufficient, see RONR, 11th ed., pgs. 650-654 for information regarding abuse of authority by the chair during a meeting, and procedures for removing the officers from office. As to what remedies may be available outside of parliamentary procedure, that is beyond the scope of RONR and this forum. I would suggest consulting an attorney if it comes to that.

No. No.

The latter. The assembly’s chairman does not have the power to instruct committees, unless the organization’s rules do provide. The former. A committee may choose to review a subject and make recommendations on its own initiative. Any member of the committee, including the chairman, can bring up the topic. No vote is required. RONR has no specific rules on this matter. Personally, I think it is probably a good idea for the committee to prioritize items referred to it by the assembly, but this is not strictly required. The committee is not required to provide an explanation, but it is generally a good idea to do so.

Based on these additional facts, if the society wishes to proceed with its plan of keeping the President in office but having someone else preside, the only options are to suspend the rules at each meeting or to amend the bylaws.

As noted above, the board has no authority to adopt such rules. Only the club itself may adopt these rules. They are special rules of order, so they require a 2/3 vote with previous notice or a vote of a majority of the entire membership for adoption. Whether the proposed rules are in the club’s best interest is up to the club to decide. Yes, by adoption of a special rule of order, which requires the vote noted above. Only the membership, however, can adopt such a rule for meetings of the membership. Adopting different rules for the number and length of speeches is such a common special rule of order that the text mentions such rules specifically, on multiple occasions. ”Special rules of order supersede any rules in the parliamentary authority with which they may conflict. The average society that has adopted a suitable parliamentary authority seldom needs special rules of order, however, with the following notable exceptions: ... • A rule relating to the length or number of speeches permitted each member in debate is often found necessary.” (RONR, 11th ed., pg. 16, emphasis added) “In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly.” (RONR, 11th ed., pg. 387, emphasis added) “Unless the assembly has a special rule providing otherwise, no member can speak more than twice to the same question on the same day—except that in the case of an Appeal (24), only the presiding officer can speak twice (the second time at the close of the debate), all other members being limited to one speech.” (RONR, 11th ed., pgs. 388-389, emphasis added) ”ADOPTING A SPECIAL RULE. The rule allowing each member two speeches of ten minutes' length per day on each debatable question can be made either more restrictive or more liberal for all meetings of a society by adopting a special rule of order by a two-thirds vote after notice, or by a vote of a majority of the entire membership (2; see also pp. 121–24). An example of a more restrictive rule might be one setting a limit of not more than one speech of five minutes' length on the same question on the same day for each member.” (RONR, 11th ed., pg. 390)