Josh Martin

I would note that RONR’s advice on this matter is related to limiting what is shared outside of the society. How much is shared inside the society is at the assembly’s discretion. Even if the meeting had been held in executive session, it would violate no rule in RONR for the board to agreee to make a full report to the membership. The rules on this subject protect the rights of an individual member (the accused), and therefore may be suspended only with the consent of the accused.

It appears that what the organization wishes for is an “opt-out” rule instead of an “opt-in” rule. So they could say something like: “Notice shall be sent to the member’s email address on file with the society. If the society does not have an email address on file for the member, or the member has requested to continue to receive notice by US mail, then the notice shall be mailed to the member’s mailing address on file with the society.”

Well, certainly a situation in which “someone made a motion, it was seconded, but the proponents of the motion got distracted and we went on to other business” is not going to neatly fit into anything, since this is not a proper application of parliamentary procedure. I believe Guest WCtD is correct that, as a technical matter, if the motion was not stated by the chair, it was never pending, and therefore cannot be considered unfinished business. If, on the other hand, the motion was stated by the chair, then it would seem to me that, although this does not exactly fit any of the scenarios on page 358, it is close enough that it should be considered unfinished business, in my view. If it is Unfinished Business, the motion does not need to be made again - rather, it should simply be stated by the chair at the appropriate time.

Robert’s Rules has no such requirement. What RONR says on this matter is that “In some organizations, it is customary to send each member, in advance of a meeting, an order of business or agenda, with some indication of the matters to be considered under each heading. Such an agenda is often provided for information only, with no intention or practice of submitting it for adoption. Unless a precirculated agenda is formally adopted at the session to which it applies, it is not binding as to detail or order of consideration, other than as it lists preexisting orders of the day (pp. 364ff.) or conforms to the standard order of business (pp. 25–26, 353ff.) or an order of business prescribed by the rules of the organization (pp. 16, 25).” (RONR, 11th ed., pg. 372) RONR has no requirement that a meeting must have an agenda, that an agenda must be sent in advance, or any requirements regarding how detailed such an agenda must be. All this is saying is that some organizations have a custom of sending agendas in advance, but that such agendas (unless and until they are actually adopted at the meeting) are not binding upon the assembly. Okay, then the rules you actually want to cite are these: ”A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance.” (RONR, 11th ed., pg. 91) “The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting.” (RONR, 11th ed., pg. 93) So yes, I would agree that “Vice Chair Report and Take Possible Action” does not meet the requirement of “clearly and specifically describing the subject matter of the motions or items of business to be brought up.”

I think either is permissible. I would note that in the event the motion to recess is used, then it is technically a single meeting of the county council. If adjournment is used, then adjourned meetings may be set, so that they are multiple meetings, but all part of the same session. See RONR, 11th ed., pgs. 81-89 for more information.

I concur with Mr. Novosielski, although I would add that in the case of a special committee, there may be some time limits, depending on the type of assembly. “A special committee—since it is appointed for a specific purpose—continues to exist until the duty assigned to it is accomplished, unless discharged sooner (see 36); and it ceases to exist as soon as the assembly receives its final report. The fact that an annual meeting intervenes does not discharge a special committee. But in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time, like a convention of delegates, a city council, or a board of directors, a special committee expires with the body that appointed it, unless it is appointed expressly to report at a later time. If it does not report, its life expires with that of the body to which it was to report.” (RONR, 11th ed., pgs. 502-503)

Yes, I agree that there is particular difficulty in applying the dilatory rule to the motion to Commit (and certain other motions, such as to Postpone to a Certain Time), since the intent and effect of these motions, even when used properly, will be to delay action on the main motion. It appears that the intent is to make an incidental main motion to refer a particular matter to a special committee. A subsidiary motion to refer will then be made in order to refer this main motion to a different special committee, for the purpose of working out some details related to the other committee’s charge and instructions. Yes, I agree.

Yes, an incidental main motion to refer is subject to a subsidiary motion to refer. Unless your rules specify the manner in which special committees are to be appointed, however, it is up to the assembly itself to determine this. So the assembly is free to select different committee members, or to to simply defeat this motion. Well, whoever is authorized to appoint special committees is presumably the same in both cases, so the second motion will probably make little difference in any event. Yes, but the chair is generally supposed to give members the benefit of the doubt in such matters and only rule a motion out of order as dilatory if he is certain it is intended to cause delay.

Provided that the email is submitted to the secretary or appointing power, I do not think there is any doubt that this is sufficient, in that the resignation has been validly submitted and may be accepted by the assembly if it wishes to do so. An email is in writing. I certainly agree, however, that the assembly is also free to hold off on accepting the resignation until the member’s wishes may be clarified.

It is conceivable that some members of the assembly changed its mind on how large the fund or account should be, in which event the proper action is the motion to Reconsider. As to the use of the word “large” rather than an actual amount, and perhaps also the “fund” vs. “account” issue, we should keep in mind that this is a hypothetical situation.

What do your rules provide regarding what notice is required for the annual meeting and the elections held at that meeting?

In my view, details of this nature are up to the assembly itself to decide. While the sample minutes do not include a title or headings, nothing in RONR suggests that the inclusion of these items would be inappropriate. Indeed, I can see how headings may be beneficial, particularly for very lengthy minutes with many items of business.

It is not entirely clear to me that there is no practical difference between the two. There is presumably some reason why the amendment to strike “fund” and insert “account” was offered. That reason may be as simple as some members believing one word sounds better than the other, or perhaps there are differences in meaning between these words I am not aware of. It is conceivably possible that the chair could have ruled the amendment out of order as frivolous or dilatory, although I would err on the side of admitting the amendment as in order if there was any doubt on this point. In any event, however, it appears that the assembly had already decided the question of whether to include the word “large” in the motion, and whatever differences there may be between a fund and an account, it seems unlikely that these differences would be such as to make the inclusion of the word “large” a substantially different question than it was previously.

It is in order in assemblies of any size. No, that would be silly. “Pretty thin” is an understatement, in my view. Provided that the amendment itself is germane to the main motion (which it must be, to be in order), then it would seem to me that any comments relating to potentially introducing such an amendment will necessarily also be germane to the main motion. An amendment will not always be this simple. The amendment may change the main motion more substantially, and I concur with the OP that in those cases, proposing a poorly thought out amendment may confuse the situation rather than clarify it. Yes, but in the situation discussed here, a motion is pending (the main motion), so it seems to me that the answer to the OP’s question is “yes” even in a larger assembly.

I disagree with this for two reasons. First, since the bylaws provide only for a minimum of three members, there does not seem to be anything preventing the society from electing more board members if it wishes to do so. Second, a plurality vote is not sufficient unless the bylaws so provide. I concur with Dr. Stackpole that the most reasonable solution is to adopt a motion specifying the number of board members, where that number is at least three, and then elect that many board members (with a majority vote required). Yes, exactly. There is nothing in your bylaws which caps the number, but there is also nothing suggesting that the society cannot adopt such a cap if it wishes to do so. What happens if, through this method, the society elects fewer than three board members? In the ordinary case, the bylaws specify a set number of board members. That many board members, no more and no fewer, must be elected. As a result, the question is not whether to elect board members, but who to elect. Therefore, a yes/no vote is not proper (at least in a ballot vote). If the vote is taken by voice (which is not recommended), a yes/no vote is taken simply because there is no other option.

Either wording appears to be correct with respect to a motion. ”If the chair is obliged to rule that the motion is out of order, he should say, "The chair rules that the motion is out of order [or "not in order"] because ... [briefly stating the reason]."” (RONR, 11th ed., pg. 39) The distinction appears to be not between “not in order” and “out of order,” but in whether the chair says that the motion is out of order or that the member is out of order.

If it is desired to take disciplinary action against the board members for misleading the board members and the CEO, see FAQ #20. As to the possibility of a lawsuit, or any other legal risks which may arise from these actions, those are questions for an attorney.

Mr. Katz, I certainly concur that, so far as RONR is concerned, the rules in question may not be suspended. We are told, however, that the organization has its own rules on this subject, which provide that any of the organization’s rules may be suspended, except for certain exceptions, and this is not one of the exceptions. It would seem to me that the organization’s rule takes precedence.

No, this is completely false. Members are free to discuss what happened in executive session with members who missed part or all of the debate. The purpose of executive session is to keep the proceedings secret from non-members, not from members.

Yes. Specifically, the member should be requested to wait until New Business. The member should not be making motions during the President’s Report unless they are germane to the report (and even then, he should wait until after the report is given). There is no such heading as “Old Business.” The name of this heading in RONR is “Unfinished Business and General Orders.” Due to the nature of this heading, all items of business under this heading will already be known in advance, so a member would never spontaneously make a motion under this heading.

See FAQ #10. Accept the resignations of the board members, provide notice that the vacancies will be filled at the next regular meeting, and then fill the vacancies at the next regular meeting. The body with the power to accept the resignations and fill the vacancies is the same body which elected the positions in the first place, unless your bylaws provide otherwise. Additionally, the board may accept resignations and fill vacancies if the bylaws grant the board full power and authority to act for the association between meetings of the association. Alternately, if it is time for the regularly scheduled elections, simply proceed with those elections. Finally, if there is no longer a President or Vice President as a result of the resignations, a Chairman Pro Tempore should be elected. If there is no longer a Secretary, a Secretary Pro Tempore should be elected. These persons would serve for the duration of the meeting or until permanent officers are elected and take office, whichever happens first.

I think there is some question as to whether such a procedure is proper, unless it is in the bylaws, since it has the effect of denying any members who arrive late the right to attend, and all other rights contingent upon attendance, such as to speak in debate or to vote. I think Mr. Dinner’s point is that the interruption (multiple members speaking without recognition, with sufficient volume to disrupt the assembly) was not proper, and it was not necessary for the speaker to wait for them to quiet down. The chair, or any member, can and should have called the disruptive members to order, in my opinion, although I suppose a question of privilege would also be appropriate. Certainly, if this had been done, the time used for these motions should not have counted against the speaker’s time. I concur, however, that since this was not done, extending the speaker’s time for an amount of time equal to the interruption would have been the proper course of action. I agree that the chair should have simply done so on his own initiative and, failing that, a member could have moved to extend the time or raised a Point of Order.

It does not appear, however, that there is yet any indication that “the organization prefers to conduct its business in a disorderly fashion.” Instead, the organization has chosen to (in an orderly fashion) adopt an amendment to the bylaws which provides that certain members are ineligible for office and, in certain circumstances, do not have the right to vote. This provides an exception to the general rule in the bylaws which permits all members to vote and serve in office. It also supersedes the rules in RONR, which permits all members to vote in all cases, and permits the society to elect anyone to office. There are reasonable grounds for disagreement on whether these rules are in the society’s interest, but I do not see anything disorderly or unethical about the rules themselves or the process of adopting them. ”Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization.” (RONR, 11th ed., pg. 10)

Yes, but let’s make sure we are clear what is meant by “action” in this context. Specifically, I am referring to action in a parliamentary sense. If a main motion is made, that is recorded in the minutes. If members just talk about something without any motion being made (which generally should not be done), there is nothing to record. I could perhaps provide more guidance if you could clarify what exactly you mean when you say “often times items of business are recorded even if no ‘action’ has taken place.” RONR also requires minutes, so these facts, in and of themselves, do not change anything. It may well be, however, that some other provision of the corporate code you refer to requires more detailed information in the minutes than RONR. If so, those rules take precedence, but any questions regarding what the California corporate code requires is beyond the scope of RONR and this forum.

“In organizations with employees, the assembly or the board can give instructions to an employee in the form of an order, which is written just as a resolution except that the word "Ordered" is used in place of the word "Resolved." An example would be: "Ordered, That the steward obtain impoundment of all unauthorized vehicles found parked on the club premises." (RONR, 11th ed., pg. 110)