Scott Fischer

From the Bylaws of the Association that the Assembly has decided to withdraw from: "Should an Assembly holding membership decide to resign it's membership in this Association, it shall notify the Board of Directors of such action no less than ninety days prior to the start of the Association's next fiscal year. The Board of Directors shall then advise the Assembly holding membership of any unpaid financial items due the Association. Settlement of such financial obligations shall be a prerequisite to acceptance of an honorable resignation." From this, I believe it is accurate that an Assembly deciding to resign and informing the Association of that decision means the provisions have been partially carried out and, as such, a motion to reconsider at the adjourned meeting would be out of order. The decision to withdraw and the notification do meet the criteria of giving notice at least ninety days prior to the start of the next fiscal year.

A motion was adopted by an Assembly to, "withdraw from X association immediately." The hour was late and the Assembly adopted a motion to set the time to which to adjourn for a week later to finish the remaining items in the Order of Business. The Association has been notified of the motion to immediately withdraw passing. Would a motion to reconsider, assuming someone on the prevailing side wishes to make one, be in order at the adjourned meeting? My initial thought is it would not be in order. The motion was adopted by affirmitive vote and the Association from which the Assembly is withdrawing has been notified. Standard descriptive characteristic 2 states: "Can be applied to the vote on any motion except: c) an affirmative vote whose provisions have been partly carried out; d) an affirmative vote in the nature of a contract when the party to the contract has been notified of the outcome; RONR (11th ed.), p. 316, ll. 22-30. p. 318, ll. 17, 29-30, and p. 319, ll. 1-3 *minor note - The Assembly still uses RONR 11th ed. as the bylaws specify that edition. Thank you for your guidance and opinions!

Thank you, gents! I was sure I had seen it. I'll chalk this one up to a personally localized Mandela effect.

Would someone please save me from madness and cite where RONR states that the person who gave previous notice is not required to be the one who makes the motion at the meeting? I agree with this opinion but for the life of me I can't find it!

Got it. Many thanks to all who replied!

Can you help me out with why it would apply to officers as well? 51:53 is in the section on reports of Boards and Committees. Is the wording in 48:19 about executive officers reports generally conforming to the form of committee reports coupled with 48:27 what you base that on? I would like to have firm ground from Robert's to put forth at a future meeting that all reports of officers should be submitted in writing. Do you think the ground is already there or would it be more clear if a special rule of order was adopted saying as much?

Thanks, Josh. I was thinking of the wording in 48:19 Reports of Executive Officers, "In either case, the reports should generally conform to the rules as to form, substance, and disposition that govern committee reports (51)." It looks like the above quote would only apply to the President and Vice President. Why is that? Why wouldn't all officers be prescribed to follow the same procedure? Rather than record the orally rendered report verbatim would the proper practice moving forward be to insist that all reports, unless meeting the criteria of 51:60-62, be submitted in writing as per 51:53, "Even if a report contains only an account of work done......it should be in writing," or does that only apply to committees?

The Executive Session minutes were kept and approved separately. The objection voiced was on the appropriateness of including the oral report of the officer in them at all.

At a Board meeting, executive session was entered into by unanimous consent to receive a report from an officer. The report was short and given verbally. No actions were taken. Executive Session was exited by unanimous consent. At the next meeting the draft of the executive session minutes were presented by the secretary with the oral report recorded verbatim. A member thought this improper and that there should be no record of the report being received. I don't have my RONR on me but I thought that if a short report was given verbally then it was recorded in the minutes verbatim. If this is the case then wouldn't executive session minutes be recorded the same way? Also, is there any issue with "attaching" reports to the minutes, i.e. the minutes would say something like, "The Treasurer's report was received and is attached to the minutes." The thought being that this shows that the report is noted as being received and is an official document of the Board but is separate from the minutes. Thanks for your opinions!

Does anyone know if there have ever been any formal studies conducted on the effectiveness of using RONR? I am in the process of trying to have a Board of Directors that I am a part of adopt Robert's. I have brought forth all the usual reasons why RONR can be beneficial and thought that if there was a study done that it may further serve to illustrate my points. Thanks for any help.

Atul, I agree and I didn't think I was conveying otherwise. Sorry for being unclear. The recommendations were moved by individual members of the respective boards. The point of order was that the Executive Board had no authority to make such a recommendation to amend.

The distinction is noted. Thanks!

Mr. Brown - Board "A" is the Board of Elders of a church. It is not subservient to the Executive Board. There is not a separate Board of Directors. Responsibilities of the Board of Elders include, "See to it that all services are conducted in such a manner as to avoid needless disturbance and to foster an attitude conducive to worship among those in attendance." Recommendation "X" was a resolution from the Board of Elders to put out sign up sheets for Christmas Eve services as Covid has limited church capacity. The Executive Board recommended amending by adding language to include a ticketing system to the sign up sheet. I agree that the members of the Executive Board could move the amendments in their capacity as individuals but I'm trying to figure why it would be out of order for the Executive Board to make a recommendation to amend as the Executive Board, especially given the language in the bylaws from my original post regarding the Executive Board responsibilities.

Would the below wording be an acceptable example of how to write such a situation for the minutes? Mr. John Smith made a motion to do "X". The motion was lost for lack of a second.

Board "A" adopts a resolution to recommend to the assembly that a resolution to do "X" be adopted. The Executive Board, having been informed by Board "A" of their intent to recommend adopting resolution "X", adopts a motion to recommend amending "X" to the assembly. At the meeting of the assembly Board "A" puts forth their recommendation. It is stated by the chair and a member of the Executive Board moves the recommendation to amend on behalf of the Executive Board. A member raises a point of order stating that the Executive Board has no authority to make recommendations and that the subject matter of resolution "X" falls under the responsibilities of Board "A". The member is correct that the subject matter falls under the responsibilities designated to Board "A". Under the Executive Board the bylaws read: "The Executive Board shall meet to deliberate on matters to be presented to the assembly. Recommendations of the Executive Board are to be presented in the form of resolutions." How would you have handled this point of order? I would have ruled both points not well taken. My thinking is that the bylaws specifically state the Executive Board can make recommendations on matters to be presented to the assembly. So, if they are aware of a recommendation coming from another board and want to recommend amending it that is their prerogative. Second, the bylaws do not state that the responsibilities of Board "A" are exclusively placed under the control of Board "A". That being the case, wouldn't another Board be allowed to recommend an amendment? What do you think?

Thank you for the thread reference, very helpful. My search-fu was weak.😁

I have been elected to serve as a representative on a ten member Board of Directors for a private school. There are no vacancies. The bylaws do not name a parliamentary authority. At the first meeting I attended I moved a resolution which used the exact wording in RONR 12th ed. to adopt Robert's as the parliamentary authority as a special rule of order (yes, I would like it in the bylaws but they require 60 days notice to amend). After debate it was moved to postpone definitely until the next regular meeting. Does postponement have the possibility to affect the vote required for adoption? Since notice was not given, the vote required would have been a vote of the majority of the entire membership, which would be 6 in this particular instance, correct? RONR (12th ed.) 10:44 states, "A requirement of previous notice means that announcement that the motion will be introduced......" The motion has already been introduced and temporarily disposed of but could notice be included in the call of the next meeting where it is set to come back up to validly add the option of adoption by a two-thirds vote? Has anyone encountered this particular scenario? Sidenote - when introduced, reaction ranged from curiosity to hostility. I believe this Board would benefit greatly from having a parliamentary authority but I want to ensure that I properly and ethically handle the situation. Thanks!

Bylaws read as follows, "The Director selected shall hold office for a term of three years and/or until a successor have been chosen. No director shall serve for more than two consecutive terms." If a director has served two consecutive terms but the body which appoints their replacement has been unable to fill the spot can the term limited Director continue to serve? My initial thought is "yes" since it says "and/or". Does the fact that if one serves less than half a term it does not count as a term be applicable? I should note this Board does not have a parliamentary authority currently so RONR may be persuasive but not binding.

Alex, you mad my night. Thank you, sir. I take back some of the bad things I have said about millennials.😁 Sincerely, Gen X-er 78'

I'm with Mr. Mervosh on this. How is the original not fully executed? I think ratification is the way to go. We need that meme of the guy sitting at the folding table with a big sign saying, "convince me I'm wrong." 😜

Did the assembly adopt a proposed agenda or were you following a standard order of business? At the very least it would appear the chair improperly adjourned the meeting but the moment to object to that has passed.

Thank you, Mr. Kapur. Some clarifications please, Regarding this: And there is also an argument for amending the bylaws to add the words "[and/or] until their successors are elected." From the OP our bylaws read: Officers shall be elected for the term specified in the Bylaws and shall hold office until their successor shall have been elected and installed." Does this language not accomplish the same thing and even more? They serve their term and stay in office until their successor is elected and installed. On topic: I like your second, and preferred option, as it looks cleaner to me. Would the assembly need to adopt a motion laying out your proposed election procedure? Could I trouble you to help me with the citation in RONR justifying the proposed action? I am not finding it in chapter 13 or 14.

You are correct that no elections for this Board were held in 17, 18, or 19.

In April, 2017 my congregation created a new Board. Our Bylaws were amended to state, "The Endowment Board shall consist of five members, four of whom shall be elected from the congregation for two-year terms on a staggered basis, so that two members are elected each year. The Treasurer shall be an ex-officio member. The Board shall appoint its own chairman and meet at least two times per year. The term of an appointment shall be until the next officer election meeting of the Voters' assembly." Regarding the election of officers the Bylaws state, "The officers-elect shall assume their duties immediately upon their installation into office. In the event of a vacancy in any office, the Council shall appoint a successor to serve the remainder of the term. Officers elected by the congregation shall be permitted to hold office for six consecutive years only, Cemetery Board and Endowment Board members are excepted. Furthermore, a period of one year shall have elapsed before anyone who has completed six years in office shall be eligible for any office. Officers shall be elected for the term specified in the Bylaws and shall hold office until their successor shall have been elected and installed." I have gone back through the minutes and there are no provisos related to how to achieve the staggering of the elections of the initially appointed members or which of them would be up for election first. All four initial appointees have served from inception until now. How should this be remedied? The annual meeting at which elections are held is in November. My initial thought is that we have three incomplete elections, Nov 2017, Nov 2018, Nov 2019. We don't have to worry about term limits for this board but there should be two members up for election in Nov 2020. Can the congregation adopt a resolution at the August meeting stating which two board members are going to be up for election this year with the other two up for election next year? I am a relatively new Registered Parliamentarian and I'm not sure how to fix this. I am also currently the President of the congregation and am trying to slowly bring this assembly back into a more proper observation of RONR. Thanks in advance for any guidance.

Yes. They are kept by the Secretary but they must be read and approved in executive session. There are a couple of variables in play with your question depending on the size of your assembly. I think in most cases an assembly may feel that if the discussion on a motion warranted going into executive session you would vote on the matter in executive session but the assembly could exit executive session and then vote. Regarding the contents of the minutes, you have the right of it. Minutes contain mainly a record of what was done, not what was said. See RONR (11th ed.) pp. 95-96, 460 for executive session and pp. 468-475 for minutes.