Willie Watson

Okay, I am half way there. We don’t have to go back and adopt the manual as adopted. In my organization, we have to give 30 day written notice to amend the manual. Don’t the exact wording of each proposed individual amendment have to be inserted into the manual first (using strike, insert/add, strikeout and insert, or substitution) before it is voted on. Nothing else in the manual that was previously approved can be changed except the amendment being considered and such changes have to be within the scope of the notice. Is this correct? Shouldn’t we always have someone (the President or Secretary) certify the amendments in the manual as being what was voted in?

One strange thing about our organization is that our organization’s bylaws delegates the authority to interpret bylaws to the bylaws committee and then goes on to say if a significant number of members question the bylaws committee interpretation of a bylaw statement that the bylaws committee is to seek the advice of a professional parliamentarian. Since I am the chair of our bylaws committee that is why I am seeking the opinions of members of this forum. I am glad you mentioned that RONR (11th Ed.) often used establish and appoint interchangeably. I observed that also. Maybe in the 12th edition of RONR this mistake will not be made because it causes some headaches. However, there is one caveat that convinces me that the intent of our bylaws (when they were written) was not to use establish and appoint interchangeably. The caveat is that the standing committee section of our bylaws establishes the authority of each standing committee but it states specifically that the President can only appoint the chairman of standing committees and the committee chairman appoints the remaining standing committee members. Given this reality, I feel comfortable in arguing that if section 10.12 of our bylaws intended for the President to appoint the special committee members it would have used appoint and not establish just as it did in the standing committee section of the bylaws. I must also add that I am the bylaws committee chairman of the organization. A very good question and I would answer this way: Although the Board, the Executive Committee, and the President are mentioned in the same breath, it is not clear that they are equal. For example, our Board of Director (which consists of the six elective officers of the society and 2 delegates from each affiliate unit) is the assembly. So any power (such as the appointment of committees) not delegated to an officer or other entity via our bylaws belongs to the assembly which in this case is the Board of Directors. In that same vein, our Executive committee is composed of the six elective officers of the society and the President is only one member of this Executive Committee. Why shouldn’t a committee have veto power over an individual member of its committee.

While we are on approval of the minutes, I couldn't help but to notice Mr. Brown's comment on accepting the minutes. I have a question on the current draft of the Secretary minutes in my organization. Her draft of the minutes simply say that the previous minutes were approved. But no one knows from reading her minutes whether the previous minutes were approved as read or as corrected. RONR (pp. 355, ll.1-5) and the tinted pages (see tinted page 35, item #45) suggest that minutes are either approved as read or approved as corrected. I am tempted to make a correction to the Secretary's minutes at the next meeting to say the previous minutes were "approved as read." That way someone reading the minutes years later will know that there were no correction to those minutes. I wonder, however, if I am just making a minor technical point on the minutes or if this is really necessary! What do you think.

The role of a parliamentarian during a properly called meeting is very clearly defined on pp. 466-467 in RONR (11th Edition). His role is limited to giving advice to the chair and, when requested to other members. He does not make motions, participate in debate, or vote on any question (except by ballot). My question has to do with the role of a parliamentarian outside of the confines of an assembly meeting. Isn’t it true that outside of the confines of a meeting the parliamentarian of an organization can give recommendations, participate in debating issues, and as stated in RONR pp. 465, ll. 26-29, can even steer business that has yet to be formally introduced to the assembly. I ask this question because one member of my assembly (who is not the parliamentarian) is telling our parliamentarian, that outside of a meeting that he can only comment on things that are in conflict with the organization’s Bylaws. The member spoke with such an authoritative tongue that I was wondering if any of you have heard of any such thing?

Our assembly recently had a regular meeting in which there was not a quorum. Therefore, a motion was made to adjourn the meeting and the motion was accepted. The Secretary was under the impression that there should be no minutes because we did not have a meeting. I pointed out that in RONR p. 347, ll. 22-29, it stated that a meeting was held even though no business was transacted (written committee reports were also sent in via email to the Secretary). So I have a two part question: (1) Should there be minutes for the meeting? (2) Exactly what goes in the minutes in the absent of a quorum?

In our organization we have a Fundraising Committee and the chair of that committee is appointed by the President of our organization. Our bylaws only list the duties of the Fundraising Committee and nothing is said about the duties of any committee chair. If we want to require the Fundraising Committee Chair to be bonded, cannot that be done by adopting a standing rule to that effect or does that have to be placed in the Bylaws. Note: our Bylaws are already too long and we don’t want to encumber them with things that can legitimately be adopted with a standing rule. Thanks for your attention to this matter!

Our Organization has adopted RONR as its parliamentary manual in our bylaws. We have six elected officers that make up our Executive Committee (EC) and a quorum for an EC meeting is designated in the bylaws as a majority. One member of the EC has resigned and the resignation has been accepted. An appoint for the position has yet to be assigned. How is the quorum now computed? Is it still based on six members where a quorum would be four or is now based on five members where a quorum is three. Thank You!

Our assembly meeting was adjourned due to the absence of a quorum. Written committee reports were emailed to the Secretary prior to the meeting and our next regular assembly meeting is six months from now. What happens to the Written Committee Reports (none have recommendations to be voted on): 1) Can they still be distributed via email to the assembly members , 2)Do they have to be resubmitted for the next regular meeting, 3) Is there some other disposition of these committee reports Thanks

I would like some of you to weigh in (i.e., give your opinion) on a situation that occurred in my organization. My local unit is an affiliate unit of a parent body. The parent body (ABC) is incorporated. The ABC Corporation has adopted RONR as its parliamentary authority. Here is the exact wording used in the parent body’s bylaws: Section 13: Parliamentary Authority The rules contained in the most current edition of Robert's Rules of Order Newly Revised, shall govern the proceedings of ABC in all cases to which they apply and are not inconsistent with these bylaws and any special rules the Corporation may adopt or to which it is subject. The ABC Corporation is multi-national in scope and has an assembly that meets bi-annually. The venues for upcoming meetings are decided in the assembly meeting. My local unit has two members (that the local unit elects) that are part of the parent assembly. The Bylaws of the parent body allow all non-assembly members of the ABC Corporation to vote on the election of officers and amendments to the ABC Corporations bylaws (via a postal-mail ballot). All other decisions (according to the parent body bylaws themselves) are to be made by the parent assembly with the caveat that the Executive Committee (EC) may act on behalf of the assembly between the assembly’s bi-annual meetings. No other absentee voting has been authorized in the ABC Corporation’s Bylaws with the two exceptions noted above and no preferential voting has been authorized in the ABC bylaws at all. At the last assembly meeting, the ABC Corporation found itself without a quorum (could conduct no business) and had to adjourn without deciding a venue for its next meeting. Following adjournment, ABC’s Executive Committee (EC) had a meeting and I assume (I haven’t see the minutes) decided to defer the decision on the venue to the affiliate units. The Corresponding Secretary sent a ballot to each affiliate unit and stated that each unit would have one vote on the upcoming venue. The ballot asked each unit to mark their first and second choice for the venue. Here are my two primary questions: Does the ABC’s Executive Committee have the power to authorize absentee voting of affiliate units on the selection of the venue (or preferential voting for that matter) without authorization in the ABC Corporation Bylaws. Do the Executive Committee have to make the decision themselves within the confines of a properly called EC meeting. In that same vein, my unit has a set of local bylaws that also adopted RONR as its parliamentary authority (our local bylaws do not authorize absentee or preferential voting anywhere). However, one member of the parent body Executive Committee who happens to be a member of my affiliate unit (they are not the President or Secretary in my unit) sent the ballot out via e-mail to members of the local unit and asked each member to mark their first and second choice on the ballot for selection of the venue. What should be done with those ballots? I assume that they cannot be counted and sent in as the official decision of my unit because we have had no meeting to take a vote.

Below is a direct quote from the bylaws ( and the word quorum is not mentioned anywhere else in our bylaws, I did a word check). Two of the Directors on the Board have not yet been replaced. Section 8.7 Quorum At least one-third (1/3) of the Board of Directors must be present to constitute a quorum for the conduct of business.

We have two vacancies on our Board that have yet to be filled. Where in RONR does it state how to handle a vacancy in computing the quorum (do we count the vacancies or are they excluded in computing the quorum)? Thanks!

Okay, thanks for your answer! But now I am having trouble understanding what sense did it make for the bylaws to create the assembly in the first place! The reason I say this is the EC can perform a preemptive strike on all business by approving it before it gets to the assembly. This leaves the assembly with only the choice of a 2/3 vote to rescind the EC’s decision. What should happen is that the EC should pass all business that does not have to be decided between assembly meetings to the assembly. It should act only on that business that must be decided before the next assembly meeting.

Our bylaws say nothing about whether the business is urgent.

Our Executive Council (EC) conducted a teleconference meeting this week without any authorization in the bylaws (they simply decided to have a meeting because they could not get together physically). They made a number of decisions which they are currently acting on. I am a member of the parent assembly (i.e., the superior body) but I am not a member of the EC. Could you give your opinion on how this should be handled.

Well said and thank you!