Joshua Katz

So they should not include what is said at the meeting, except that, if they do include what is said at the meeting, then they should include what is said at the meeting?

Then you can't have an assistant secretary, but you can have people who assist the secretary. There is a difference between helping out with a task and holding a position.

Speaking of which, what about those crazy physicists getting everyone call confused with their "law of gravity?" And economists with their "law of supply and demand?" How can we expect anyone to sort this all out?

As a general matter, topical motions are certainly in order during reports, when nothing else is pending. Many organizations conduct most of their business under reports, only rarely dealing with new business - and often disposing temporarily of new business by referring it to a committee. Of course, your own rules may apply, as may applicable laws (such as Sunshine Laws that may require certain sorts of motion have notice, or that all original main motions appear on an agenda). On the matter of dues, however, dues ordinarily appear in the bylaws, and so changing them requires the procedure specified for amending your bylaws. A standing rule establishing dues would be ineffective - it would propose to take away rights, contingent on paying a fee, already granted in a higher-level document. (I suppose the bylaws could simply authorize the charging of dues, and leave the details to a standing rule.) Reducing expenses is, for the most part, a simpler matter, unless you are dealing with motions to rescind or amend something previously adopted (whether it be the budget, or an agreement with a vendor - the latter bringing its own set of problems).

Do you think that an EC functioning as described should also take minutes? I've always thought yes, since it is, in effect, acting on behalf of the organization.

I'll accept Mr. Gerber's answer, but I can't agree with this.

Something feels off about this question. Who are these elected officials, and why are they briefed about why things are on the agenda? For that matter, what body is meeting?

On page 75, lines 16-18, though, it says "To change what the assembly has adopted requires something more (in the way of a vote or previous notice to the members) than was necessary to adopt it in the first place." It seems to me, then, that a motion which, per the bylaws, requires a 3/4 vote for its adoption, would require a 3/4 vote with notice for its amendment. When the vote threshold for rescind/amend something previously adopted are given, I understand that to, like the rest of RONR, contain an implicit "unless the bylaws, etc. say otherwise." In my mind, when the bylaws specify a higher vote threshold, they have also, implicitly, modified what it takes to rescind or amend. Now, in this case, it's not in the bylaws, but in an applicable procedural law. I see no reason the same logic wouldn't apply, though (of course, I'm not going to get into interpreting the law itself).

You won't find that rule, at least not in the 11th edition. Where you have "state laws," RONR has "applicable procedural laws." However, Mr. Martin above corrected me that the law under discussion would be a procedural law, so let's suppose it is. Your chair's interpretation of applicable procedural laws remains subject to appeal by the body. Your chair is not authorized by the law under discussion to unilaterally insert items into the minutes, any more than the secretary is (at least, that's how I read it, but the point is that your organization has to abide by it). If you want an interpretation of it, you could ask an attorney (although following an attorney's incorrect advice does not create a mistake of law defense), but the word of your attorney will not be the word of god either. As I mentioned above, if the law says your organization has to have a mascot, that won't cause it to have one, just to be in violation of the law until it adopts one. If your minutes are incorrect, and there's a law about them, you are in violation of the law - it doesn't give your chair any special powers; your chair is not a judge or a police officer (even if he were, he couldn't change your minutes). It matters not if we're talking about drapes or minutes (what if there were laws about the colors of drapes, and you were violating them? Would that law magically change the color of your drapes?). Amend your minutes so that they are in compliance. Consider this: what if there is debate about what happened at a meeting? This happens at times. So the secretary writes one version and presents it for adoption. A motion is made to amend, and there's debate. Would it help at all for either (or both) side(s) to cite that law? Of course not - we agree that the minutes should be correct, and both sides would be trying to get them correct. The law would resolve nothing.

As I stated earlier, the chair's request about approved minutes has no effect, except insofar as the assembly chooses to give it an effect. The chair can't unilaterally change approved minutes, nor can anyone else. I have no idea how a chair would justify refusing to allow a motion to be made until a transcript is provided; if a chair did that at a meeting and I was present, I would certainly appeal. If the assembly knows the motion passed, it should amend the minutes to reflect that, and the motion is in any event not out of order; all that is changed is the vote threshold.

1. It doesn't matter that you've informed the secretary. Once the minutes are adopted, the way to change them is to make a motion. They no longer belong to the secretary. At the next meeting, before this matter arises, amend the minutes to include the previous motion. When the item comes up and a point of order is raised, the chair may find it useful to have the now-amended minutes read. 2. It's a two thirds vote, or a majority vote with previous notice, or a majority vote the entire membership, any one of which will suffice. 3. If I were the chair, I would say "the motion is out of order as an original main motion; it would be in order to move to amend the previously adopted motion." Or I might just say "The chair will treat the motion as a motion to amend the previously adopted motion, and it will require a 2/3 vote as no notice was given" or something to that effect.

I'm not quite clear on the scenario. Please let me know if I have this right: 1. A motion was made and adopted at a meeting. 2. It was not put into the minutes. 3. The minutes were adopted (?) 4. A conflicting motion was made. If this is right, the chair should advise the member to move to amend something previously adopted. THe minutes should be corrected by a motion to amend something previously adopted, i.e. the minutes. I don't see what point of law you wish to trump what point of order. Now, maybe it's illegal in your jurisdiction for the motion not to be recorded. The law should be followed, of course, but it doesn't appear to me that such a law is an applicable procedural law, so it does not trump your rules of order. Instead, it is just something that must be complied with, and you would comply by amending the minutes. If, for some reason, the membership prefers inaccurate minutes, and the secretary doesn't wish to be liable, the secretary should resign. There's simply no way for a law to act to push things into your minutes - they have to get put there through your procedures. If a law required every organization to adopt a mascot, an organization that failed to adopt one would be out of compliance with the law - the law doesn't operate to simply give you one (what would it be?) Even if a court of equity intervened to give you a mascot, it's not clear you'd be in compliance with the law requiring you to adopt one.

No, but it likely also shouldn't include the delinquent payments unless action was taken on them.

Your bylaws prevail over RONR.

I'm not sure about 3.

As Mr. Martin and I have said, it's a judgment call. Lots of things are judgment calls, and I don't see any reason this is more problematic than other rules that use words like reasonable, excessive, etc.

Hmm, yes, this is a problem.

Except it is not at any time whatsoever, it is when the chair has failed to call a meeting.

I think it is ambiguous as to whether or not the rule applies to subsequent meetings. I'd add that it has rather bizarre consequences if it doesn't, though. "Our committee chair isn't scheduling any meetings and we aren't getting anything done." "So replace them." "How?" As a result, I'd apply it to subsequent meetings. The remaining question is what "fails" means. I think that's up to the judgment of the committee, but my personal opinion is that one cannot be simultaneously trying to schedule a meeting, and failing to act.

Exactly. They didn't say "6 year terms, approximately one third elected every 2 years."

Approximately one-third of the Senate comes up for re-election (or not) every 2 years, but they don't put it that way. I'd not suggest you put it that way either. How about, instead, saying how many people are on the committee, giving a term of office and setting up staggered terms, then letting the voters take it from there?

I've also seen worse meetings. That doesn't mean this one doesn't, as the title suggests, need major help. The administrator might have the intent to do some sort of "rescue," but is actually shouting down a recognized speaker who is speaking against a pending motion. I don't think the speaker has exceeded any time limits, but if they have, a point of order would be more appropriate than what was actually done. Yes, as I mentioned, the speaker has the only lectern, and that's a problem - it's also why the speaker winds up yelling at the administrator. The speaker has not yet moved his amendments - so? Debate is permitted, and he's debating. You'll notice also that when he tries to move them, he is shouted down because there's already a pending motion, as if subsidiary motions were not "a thing" (it is important to try to fit in with the setting, and so I am using some millennial phrases).

I agree that if RONR is adopted in the bylaws, its rules can (through one of two different theories, and I don't know that it matters which one you use) be considered rules of the society. However, I don't think such a standing rule would conflict with anything in RONR. RONR says that members have no such right, but does not prohibit their attendance. It is not, in my opinion, contrary to that to provide such a right by rule. If a federal law were to provide that states do not have to, I don't know, include pictures on driver's licenses, would it be contrary to that law for a state to provide, by state law, that such pictures will be included?

Mr. Martin's comment got me thinking - a standing rule of whose? A standing rule of the board can, of course, be suspended by the board (or amended out of existence). But a standing rule adopted at a membership meeting would be sufficient, and couldn't be suspended by the board, I think.

In all seriousness, I think a better lesson may be that those calling a meeting should try to do it when they expect others may attend.