Josh Martin

I would say “2/3 vote” instead of “2/3 majority,” and it would seem to me that the language “of the votes cast at a Church Business Meeting” is redundant. It is already the case that a vote is based on the votes cast (unless your rules provide otherwise) and that action may only be taken at a regular or properly called meeting (or more specifically, at a business meeting, if you also have non-business meetings).

This is not correct. Even if the question had failed at the full board, the motion could be made anew at a later meeting. As Dr. Stackpole notes, there is certainly nothing in RONR which prevents the board from taking up a motion defeated at a meeting of a subordinate committee.

I think it would be perfectly appropriate for the member to make a motion ordering that his report be filed with the other reports of the meeting in question, and I think a majority vote would suffice, since nothing has been previously adopted on this subject.

Yes, because as I have previously noted, reports shouldn’t be included in the minutes. The assembly should use this situation as a learning opportunity to stop bogging down their minutes with unnecessary information.

Reports should not be included in the minutes at all (except for very brief oral reports or reports which are adopted in their entirety, neither of which appears to apply here). The minutes are a record of what was done at a meeting, not what was said. The reports of boards, officers, and committees are also part of the Secretary’s records, but they are not part of the minutes. The Secretary does not have the authority to set a deadline for such reports, although the assembly may do so if it wishes. The chairman is correct that the question of whether the report should be included in the minute was not germane to the report itself. If the member wishes for the report to be included in the minutes, he should have made a motion to that effect, although in my opinion, members should not have voted in favor of such a motion as reports should not be included in the minutes. Alternatively, the member could have moved that his report be filed with the reports for the current meeting. So far as RONR is concerned, oral reports are only given in very specific circumstances (listed on the pages you have cited), and such reports are included in the minutes. Even if the assembly permits other reports to be given orally, the Secretary is under no obligation to record those reports, unless so ordered by the assembly. It appears to me, however, that the report in question was in writing, but was not submitted by the deadline imposed by the Secretary. Certainly, but based on the facts presented so far, there does not appear to be any reason that the member’s report should be included in the minutes.

Very carefully. I would not advise repeating any of what you just said during the meeting. Such comments are, in my view, highly indecorous (even if true). What I would do instead is the following: Raise a Request for Information asking all of the candidates for office whether they are willing and able to serve their full term if elected. (Do not contradict their answers.) Nominate another popular candidate for President and/or Vice President and speak in support of those persons.

I think it is correct that, unless your rules or the text of the motion provide otherwise, the fact that the budget provides funding for a position does not mean that the assembly has ordered that the position be filled. Furthermore, even if it is determined that the motion would conflict with the motion referred to the committee, the assembly could still reach the question by adopting a motion to Discharge a Committee. This generally requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

No, I do not think the nominations are void. It appears to me that, at this time, it is too late to raise a Point of Order regarding the composition of the nominating committee.

Well, technically RONR’s preference is to use “Chairman” regardless of the gender. I have seen many societies use “Chair” or “Chairperson.” I do not often see “Chairwoman.”

It may have been helpful if you had mentioned this earlier, since the purpose of this forum is to advise on questions regarding RONR. Nonetheless, RONR may still be of assistance as it is the leading authority on the common parliamentary law. Just so that we are clear, there is absolutely no doubt that, in so far as RONR and the common parliamentary law are concerned, a board is not a committee and a provision in the bylaws which makes the President an ex officio member of all committees does not make him a member of the board. There is also absolutely no doubt that, if your bylaws or applicable procedural rules in law provide otherwise on these points, those rules take precedence over RONR. Whether your bylaws do, in fact, provide otherwise on these points is a question for your organization and whether applicable law does, in fact, provide otherwise on these points is a question for an attorney.

I am afraid these clarifications of yours still leave something to be desired. When an election is pending, the implied motion is “That (blank) be elected to the office of (name of office).” More precisely, the procedure is analogous to filling a blank in a motion which has already been adopted. The report of the nominating committee is merely a list of nominations and may not be amended. If a member wishes for others to be elected, the proper procedure is to make a nomination from the floor. Once again, no motion to amend the nominating committee’s report is necessary or appropriate, and if such a motion is made the chair should rule it out of order and inform the member of the correct procedure. It is unfortunate that many organizations do not understand how nominations and elections work, but the organization’s lack of understanding does not affect the proper procedure. It does not depend on how the organization has handled elections over the years. The fact that the assembly has been doing it wrong for years is not a sufficient reason to keep doing it wrong. If the organization has actually adopted rules prescribing a different procedure, that is another matter. Depending on the exact nature of these rules, it may be possible to adopt them as special rules of order, or it may be necessary to amend the bylaws.

Yes, but in this case, no motion is suggested by the committee’s report. The report of the nominating committee is simply a list of nominations. If members wish to elect others, the proper course of action is to make additional nominations from the floor.

It is neither appropriate nor necessary to amend the report of the nominating committee. Members are free to make further nominations from the floor. Indeed, it is generally not appropriate to amend any committee report. Reports for information only are received and placed on file. For reports which contain recommendations, motions are made to adopt those recommendations. Those motions may be amended, but not the report itself. The only circumstance in which it is appropriate to amend a committee report is when the report is being adopted in its entirety, which may be done, for instance, if the report is to be published in the name of the society. Even in such a case, the edits must be made clear - it is not appropriate to suggest that the committee agreed to something when it did not. Yes, but as there does not appear to be any suggestion that a single vote would have affected the committee’s decision, I don’t see how it matters at this point. The individual can be removed from the committee, but the committee has already completed its work.

Well, this complicates matters significantly. As my colleague has stated, when an amendment to the bylaws is adopted, the amendment takes effect immediately. As a result, if the bylaws are amended so that there is a limit of two consecutive terms, that limit will apply to all members of the board, including board members whose terms began prior to the adoption of the amendment, unless a proviso is adopted which states otherwise. Indeed, some board members may even be “termed out” immediately, if they had already served two consecutive terms. If this had simply been a matter of amending existing bylaws, the answer is clear-cut. The new knowledge that there were no bylaws at all (or the equivalent) until recently, however, is a different matter. So far as RONR is concerned, the bylaws define the organization’s most basic features including the existence, nature, and composition of the officers, the board, and the organization itself. Prior to the adoption of the bylaws, the organization does not really exist so far as RONR is concerned, and the assembly is instead simply a series of mass meetings until bylaws are adopted. As a result, there is no board and no officers (except for a Chairman and Secretary). It would therefore seem to me that, unless a proviso was adopted stating otherwise, time served prior to the adoption of the bylaws does not count for purposes of applying the term limits. Since it seems like the organization somehow managed for several years with nothing more than “guiding principles” to go by, the organization really should have adopted a proviso along with the bylaws to address transition questions like this one, but apparently it did not do so.

No, a majority vote is not sufficient to adopt a rule of this nature. Yes. A special rule of order requires a 2/3 vote with previous notice or a vote of a majority of the entire membership. Previous notice may be given orally at the previous meeting (if the next meeting is within a quarterly interval) or by including the notice in the call of the meeting.

Do you ever meet in person? If so, that would open up a lot of possibilities. Alternatively, is there a higher body (a general membership meeting, a convention of delegates) which meets in person. If the answer to both of the above questions is no, then I wonder if you may need a lawyer, not just a parliamentarian. Frankly, you may need one anyway.

I would place a blank where the topic would go and explain in the notice that “The topic to be inserted in the blank will be determined based on feedback from the members and shall be one of the following five topics (list them).”

If the organization simply amended its bylaws, I agree completely.

Your problem is that you are reading a very old edition of Robert’s Rules of Order - specifically, the 4th edition, which was published in 1915. The current edition clarifies that the Board of Directors is not a type of committee. The Board of Directors is not a committee.

Could you please clarify what you mean by this statement? Are you saying the organization recently revised its bylaws, or are you saying that there were no bylaws at all prior to this year?

Generally speaking, it is too late to raise a Point of Order regarding the issue you have described at this time. A member could have raised a Point of Order at the time (followed by an Appeal and further steps if necessary) regarding the chair’s failure to recognize the members moving for a Division of the Assembly, and/or regarding the chair’s declaration that the meeting was in recess (as it is the assembly, not the chair, who determines this). The one potential complication I see is that you say this was a town meeting. If this means that the reason for the 2/3 vote requirement was a provision in applicable law, then that may change things.

The main reason would be if it is intended to publish the report and share it outside of the society. In some organizations, for instance, the annual report of the board will be published. The assembly decides.

To be more precise, the two ballots are collectively counted as a single illegal vote.

Rescinding a motion to amend the bylaws will require another motion to amend the bylaws. Apparently, the bylaws require a 3/4 vote for their amendment.

Yes. Check your bylaws to see if they say anything on this subject. If not, see Ch. XX of RONR. A special election for what, exactly? Is there a vacancy in an office?