Joshua Katz

The President has no "special powers" so to speak, to get rid of a motion he does not like; he has only those options available to others (with some limitations). The appropriate motion is amend or rescind something previously adopted. To make that motion, you'll need to give up the gavel. Alternatively, you can recruit someone else to make the motion. The motion requires a 2/3 vote, or a majority vote with notice, or a majority of the entire membership voting in the affirmative, for its adoption, any one of which will suffice.

The answer depends on what your bylaws say about membership meetings, and whether they provide for special meetings.

Well, regarding your general meeting, the board has no business telling you you can't put things on the agenda, and in fact has no role at all at such meetings, as a board (each board member, if a member of the organization, may participate, but with no special powers). So what you're being told about your membership meetings is wrong, and an attack on the rights of members. For board meetings, what you've been told sound right. As for requesting agenda items, well, first, precatory requests are always allowed (and can always be ignored), but second, you might have relevant laws (outside the scope of this forum) related specifically to HOAs. If your meetings have been run contrary to your bylaws (and other governing rules), then no, you haven't established a precedent. Custom falls to the ground on the presentation of a point of order. If a customary practice is consistent with the rules, though, then it stands unless a different decision is made.

All your board members probably have fiduciary duties to the organization, but they don't arise from RONR or from parliamentary procedure. They arise from the law - both state common law (and, in many states, statutory law) and federal statutory law. As such, understanding the fiduciary duties owed by board members is beyond the scope of this forum, and requires consulting with an attorney with expertise in fiduciary matters.

Well, it seems like a lot of work to me to deal with contentious, awkward problems without having a rule for them. But ultimately, your organization will decide how it wants to go.

Well, it also ensures unlimited power for the board, but organizations are free to do as they like.

The only time discussion should be happening is if a motion was already made, so main motions would be out of order at that point. However, if your organization has gone off the reservation and is having discussion without a motion, then sure, I guess.

I should add, though, that RONR does discuss a somewhat similar situation: minutes where the next meeting will not be for an extended period of time, or where the next meeting will be, in essence, a new assembly (such as a convention). In those instances, it says a minutes approval committee should be empowered to approve the minutes. Now, it might be too late for that in your case, BUT here's an idea: a committee may produce a report without meeting if the report contains only what all members have separately agreed to. Perhaps your committee members could unanimously agree to appoint such a committee? Others might disagree. A related question: you've had your final meeting, but have you reported yet to the assembly to which you are to report? The committee does not go out of existence until it delivers its final report.

No; as noted, RONR doesn't contemplate committees taking minutes. (The minutes, by the way, are approved, not ratified.) Not really - if you met for the sole purpose of approving the minutes, those minutes would be very short, and could certainly be approved at the same meeting where they are taken. I wonder if you are including more in the minutes than needs to be included. It is usually rare to need to refer to audio for anything other than the exact wording of a motion that you didn't jot down quickly enough. Regardless: Does the law require that the minutes be approved?

Well, the author is an attorney... The board simply must consult with its attorney regarding the choice of a parliamentary authority? There are instances where that is a good idea, but it hardly seems true in general. *** I looked over the proposed rules a bit. I've never seen this particular set before, but I was briefly a member of an organization which adopted (against my advice) a very similar set of rules. It existed for a few months, its meetings were awful, and it went out of existence. That might be a coincidence, but I think the two are related. The rules replace the previous question (2/3 vote) with a request to the chair, who can simply cut off debate - and if the chair chooses not to, that decision is appealable and decided by a majority. This makes a mockery of what "appeal" means. Even simple matters can't be easily handled. The only way to ask a speaker to speak up or use a microphone is to make a request of the chair, and to then appeal. The only way to raise a point of order is in the form of an appeal. These might (might) work when no problems are present. If a matter becomes the least bit complicated or tense, though, these rules are woefully inadequate. I joked above that they are written by an attorney, but attorneys who think that law school (where nothing touching parliamentary procedure is studied) makes them experts in the area are all too common.

Making a motion is the only way a member could add something to the agenda, which is why I mentioned making a motion. Even then, though, the board can vote down the agenda item, which is why I mentioned voting. Is this regarding the agenda for the annual meeting, or the board meetings? "Nonmembers, on the other hand - or a particular non-member or group of nonmembers - can be excluded at any time from part or all of a meeting of a society, or from all of its meetings." p. 644, ll. 29-31. "In contrast, the rules may be suspended to allow a nonmember to speak in debate." p. 263 n*. Of course, if it requires a suspension of the rules to allow a nonmember to speak, then a member has no general right to speak. "A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote." p. 3, ll. 1-5. Then, if RONR is your parliamentary authority, you use its rules when your bylaws are silent. Since they are silent regarding speaking rights, the rules in RONR apply - i.e. no nonmember has such a right, but the board may allow it by motion or rule. Or you can amend your bylaws to give members the right to speak.

Ordinarily, committees do not keep minutes. Since yours does, it would have been ideal to approve them at the last meeting. But given that that wasn't done, I guess there's not much to do done about it now.

Each body *should* approve its own minutes. However, if the general meeting is an annual meeting, the bylaws should provide for the appointment of a minutes approval committee, rather than waiting a year (or more than a quarterly period) to approve the minutes. The minutes would then be read and, as always, subject to change through the motion to amend something previously adopted at the next general meeting (or they can be distributed). The board can be selected as the minutes approval committee.

If the item is not unfinished business, it should not be moved to unfinished business. Why can't you just take action on it when it comes up under Reports? It strikes me that this organization is likely using agendas incorrectly, but without more details it is hard to know what exactly it is doing wrong.

The meeting at which this occurred would be your annual membership meeting, most likely. Yes, the rule on board meetings is clear: non-members of the board have no *right* to speak at board meetings or to make motions, which includes amending the agenda. The board may permit them to speak, or (perhaps) to make motions, although not to vote. At your membership meeting, though, you can amend the bylaws to change this rule, if the organization wishes.

No, the fact that people have been permitted to attend in the past does not mean they can in the future, if the board asserts itself and says no. It would appear there is a custom of permitting attendance, but a motion may override that custom (standing rules are higher ranked than custom). It does mean, though, that it will be something of a fight, and that the membership assembly may, if the bylaws permit it (they probably do) push back against such an action. But that's a political problem, not a rules problem.

"Don't go see that movie. It takes 2 hours! I can just tell you the ending in 30 seconds. What's better, 2 hours or 30 seconds?"

So the proposal is, in effect, to disalign your bylaws from your substantive state laws? An organization is free to do so according to RONR, but that will not absolve it from the legal consequences. But if you're looking for something in RONR telling you you can't change your bylaws, you won't find it - RONR is inferiour to your bylaws. You'll just need to use good old fashioned politics to persuade people that doing so is a bad idea, and that you face consequences outside of these voluntary rules (such as, perhaps, being denied agency certification? I don't know your state, of course.)

600. How did it get to be 600 pages? Because it started with fewer (maybe not 11, but fewer) and then situations came up which the rules could not resolve, or in which the rules provided for unfair outcomes, so additional rules were added. What is better - fairer and thorough, or unfair and less thorough? Well, I have - but you can also, besides reading it, bring it to meetings, and look things up in the rare event that something outside the "norm" arises. Meanwhile, you can read RONRIB to know how to handle the routine bits.

This is not a parliamentary question (at least, not as we use that term here) and so unfortunately I don't know that we'll be of much e hlp on it. It's really a legal question.

For what it's worth, I just returned from a many-hour long meeting which was conducted entirely using special rules - the bylaws contain a parliamentary authority for all but one particular meeting, held annually, which is conducted according to special rules of order. We got done what we needed to get done, but it would have been shorter, I think, if we used RONR, and certainly less confusing.

My assumption was that it was the sort of situation where, e.g., a bank needs to see the minutes.

Then why is it the content of the minutes being amended?

Remind me again: what is the motion used to modify minutes after approval?

Well, they don't have deliberative functions as such, but if members, they are part of a deliberative body. Why is an officer moving a recommendation in his own report different from an officer moving to amend the minutes, to adjourn, or to allocate $500 to paint the clubhouse red when it is not part of his report?