Josh Martin

Certainly not the first one, as it is not up to the chair to make the decision. The second seems better, although it would be better still if a member simply made the motion instead of the chair soliciting the motion. Stick around for other opinions, however, as RONR does not directly address this question. If such a motion is made, I would suggest that the chair makes sure that the members understand the ramifications of this action, and if the motion is adopted, I would suggest that the chair offers any members who do not wish to take on this responsibility the opportunity to leave. They must be done separately. Approving the minutes simply means that the assembly agrees that they are an accurate record of what happened at the meeting. Approval of the minutes should come first, however. Additionally, when an assembly meets less frequently than quarterly, the assembly should authorize the board or a committee to approve the minutes, as it is difficult to recall what happened when the meetings are so far apart. I suppose this is not an option, however, if a quorum is not present.

If the board wishes to record a rationale, it is free to do so, but I would advise creating a document separate from the minutes for such purposes.

RONR says that the assembly must approve of such appointments. If these are committees of the board (which seems to be the case), the board is the assembly.

No. A violation of the scope of notice rule would be a very serious issue and a Point of Order would still be timely. I'm not sure, however, that this is the case. It seems as though a single vote was taken on the revised set of bylaws in their entirety. If so, that sounds more like a general revision than a series of individual amendments. When a general revision is proposed, any changes are within the scope of notice.

The protocols you are referring to must be in the county commission's own rules or in applicable law, because there is no rule in RONR which requires anything to be posted publicly. If these are the commission's own rules, the commission will have to interpret whether they apply when adopting an employee handbook. If these rules are in applicable law, then the commission should seek legal advice regarding whether the rules apply when adopting an employee handbook.

Well, we must first understand two things: When the minutes are up for approval, the sole question before the assembly is whether the minutes are an accurate record of what happened, not whether the members approve of the actions taken. The rules generally assume that the assembly's members (or at least most of them) are acting in good faith. With this in mind, my guess would be that the advice posted from various members of the forum on this topic presume that the minutes fail to include the motion in question either because of a simple oversight or because there is genuine disagreement over whether the motion was, in fact, made and adopted. If the former is the case, then the minutes can be promptly corrected. If the latter is the case, the assembly will have to come to an agreement about what actually happened, and then the minutes can be promptly corrected. If the situation is instead that a substantial number of the assembly's members are willing to falsify the society's records, then that is certainly a much bigger problem. As to your hypothetical, the members will need to determine at their next meeting whether the motion was, in fact, adopted. If so, they should amend the minutes to reflect that fact. If it was not, then the President may be in some trouble.

I think we should hear what the exact nature of the violation was before we come to that conclusion.

Yes, but unless this is a meeting of a committee or small board, he should relinquish the chair before doing so.

It was out of order - but to be clear, they need to ask the board's permission. It is not up to the chair alone to grant or refuse permission for a non-member to speak.

If the committee chair fails to follow Mr. Mervosh' advice, then no, he may not speak against the recommendation - but he may vote against it.

What exactly is the nature of the violation?

That would appear to be the case. The rules of decorum are found in RONR, 11th ed., pgs. 391-394. I see no parliamentary issue with this, provided that nothing in those bylaws conflicts with your new Articles of Incorporation. If you are the Parliamentarian, however, someone else should make this motion, so that you may retain your appearance of impartiality. See RONR, 11th ed., pgs. 645-648.

An assembly which does not have a quorum is permitted to consider incidental motions "related to the conduct of the meeting while it remains without a quorum." It seems to me that an appeal regarding the question of whether a quorum is present is such a motion. For the sake of simplicity (and setting aside the officers for a moment), suppose there are 20 chapters, and each chapter is entitled to five delegates. So there could potentially be 100 delegates. However, not every chapter actually sends all five delegates, and some delegates get sick and don't go to the convention, and so on, so there are ultimately only 80 delegates who register with the credentials committee. A majority of the total possible delegates is 51. But a majority of the registered delegates is 41. This has nothing to do with whether the officers are considered delegates. If the assembly determines that there is clear and convincing proof that a quorum was not present, then yes, any action that was taken is null and void.

Why not? It seems like just another form of correction to me.

If the member is present, they must decide immediately. If the member is not present, they must decide promptly upon being informed - no exact time is specified in RONR. Do your bylaws actually grant the board the authority to "approve" or "disapprove" candidates for office? If so, it will be up to your organization to interpret its own rules. Again, do your bylaws actually give the board the authority to do this? So far as RONR is concerned, the board has no business "approving" or "disapproving" candidates in an election by the general membership. If the membership elects, the membership elects. The board doesn't have veto power. If your bylaws provide otherwise, it is up to your organization to interpret those rules. I suppose, if that is what your bylaws say.

If the general election fails to fill a position, then the first thing to do is to see if the bylaws provide that officers serve "until their successors are elected." If they do, then the incumbents would continue to serve until they resign or the membership completes the election. If the incumbents resign, or if the bylaws do not contain the "until their successors are elected" clause, the position could be filled in the same manner as any other vacancy, except that the person the board elected to fill the position would serve only until the membership could complete the election. If your bylaws provide their own rules for what to do in the event of an incomplete election (and it seems they might, based on your other thread), follow those rules.

If it is part of your powers and duties as President to appoint committees, then replacing this person as committee chairman would come up under the President's Report, not Unfinished Business. Reports of officers come before committee reports. As for dealing with a member who is speaking when he does not have the floor, and who persists in this behavior after the chair directs him to stop, see RONR, 11th ed., pgs. 644-648. As for employing a local parliamentarian to serve as a professional presiding officer, both the National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals. Finally, I am concerned about the nature of your "questioning" of the committee chairman during his report. Could you elaborate on what you said?

"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) "Other business" does not seem very clear or specific to me.

It is ultimately a bylaws matter, but generally speaking, only delegates are eligible to vote at a convention of delegates - whether on the election of officers or on any other matter.

Neither. The position is not vacant. The Immediate Past Chair is still a member of the Steering Committee. It just looks like he won't be doing anything. This is one of many reasons why most members of this forum (myself included) advise against granting any automatic status to the Immediate Past Chair.

Robert's Rules allows for a board to conduct all of its business in executive session, and to keep all of its minutes solely for the board to review, if the board wishes to do so. This is at the board's discretion. Any limitations on what the board may or may not do in executive session will be found in the board's own rules or in applicable law, not RONR.

Assuming the remaining three members all vote, two. It is also not correct that the member who is affected by the agreement can't vote, unless your bylaws or applicable law so provide. So far as RONR is concerned, he should not vote, but he has the right to do vote.

No. The only way to object to the approval of the minutes is to offer a correction. If there are no corrections, you may declare the minutes approved.

No, giving notice of a motion to rescind does not put the project on hold.

Based on the facts provided, it seems to me it should be under the Executive Committee's report.