Scott Fischer

Requirements for the amendment of bylaws should be specified in the bylaws. If they are not, then notice and a two-thirds vote or a vote of a majority of the entire membership would be the requirement per RONR.

I agree with Mr. Elsman. Do those instruments which supersede RONR in your organization require the minutes to record what was said? If not, then I would recommend you also bring up the following, "In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done." RONR (11th ed.), p. 468, ll. 16-20

General question: Is it improper if a special meeting is called, with proper notice given and subject matter to be brought up clearly described, but the conditions upon which the subject of the meeting is predicated have not yet occurred when the call is sent but will have occurred by the time of the meeting. For example, a board calls a special meeting to appoint a committee to fill a vacancy as authorized by the bylaws. The resignation has not been tendered as of the call but the intent has been communicated and is expected by the time the meeting is held. My feeling is that there would be nothing wrong with this because if the resignation does not occur then when the meeting is called to order you acknowledge that the purpose for which the meeting was called does not exist and adjourn.

Hi Guest jennsmith, before I answer your questions I would like to encourage you to pick up a copy of Robert's Rules In Brief. It is a great starting point for learning parliamentary procedure. I would also get a copy of Robert's Rules of Order Newly Revised,11th edition. At the time set for the meeting to start the Chair calls the meeting to order by saying something like, "The meeting will come to order." See RONR (11th ed.), p. 25. One point to remember is that the minutes are a record of what was done, not what was said. You will want to examine RONR pages 468-473. If the secretary does not properly record what took place then the membership should make corrections to the minutes at the time they are read for approval. See RONR pages 473-474.

Strike "proceedings of this". Strike "Unit" and insert "society". Now they are identical, I think, but it is late and I'm tired.😴

You should consult your governing documents, i.e. constitution and/or bylaws. If they do not stipulate the method then a motion to fix the method of voting can be made. See RONR (11th ed.), p. 438.

The word "recommended" is noteworthy and makes sense in the context of the procedure described in the original post that this church currently uses. There is a difference in saying that the nominating committee shall recommend vs nominate.

I agree with Mr. Martin. I have questions as to your process for forming your nominating committee and also wonder if nominations from the floor are truly not allowed per your bylaws. Does this apply to all offices?Would you be able to post exact quotes? In any case, as far as RONR is concerned the membership would not accept or reject the report. When the assembly receives the report of the nominating committee the individuals named in the report are nominated, unless your bylaws state otherwise. See RONR (11th ed.), p. 434-435. This would lead to some unusual situations I think.

From the information given I'm not sure this was even a legal meeting. Do your bylaws authorize the board to conduct electronic meetings? If so, I agree with the comments above, especially the advice of Mr. Elsman

I'm gonna pick a nit here and point out that while you can request that copies of the minutes of previously held meetings be furnished to you the only requirement of the secretary I know of is the following, " Any member has a right to examine these reports and the record book(s) referred to on page 459, lives 13-16, including the minutes of an executive session, at a reasonable time and place, but this privilege must not be abused to the annoyance of the secretary." RONR (11th ed.), p. 460, ll. 13-17. Remember, only the secretary's copy is considered the official copy. Good luck with your endeavors.

If you have considered and addressed the two points raised by Mr. Martin then I would point you to page 177, and 467-468 in RONR. On page 177 you will find the following, "The resignation of a member of a committee should be addressed to the appointing power, and it is the responsibility of that power to fill the resulting vacancy."

Got it. Thanks, J.J.

Look under Electronic Meetings on pages 97-99 of RONR (11th ed.).

Mr. Brown, while I am confident you are correct in your assertion I am struggling to find the relevant passage in RONR. Would the reason why a motion placing limits on candidate eligibility, e.g. any board member who resigns can't run for the office for two years, be out of order due to principle of interpretation number 4 on page 589-590, or did I miss something else? If this should have been made a new post I apologize but I figured since it was only asking for the reasoning behind the supplied answer I'd be safe.😁

Of course you can drop the word, whereas. If you have a simple resolution, even if it has more than one clause, you can choose to just start each clause with, Resolved, That..... See page 106-107 of RONR for a detailed explanation.

Six yea votes and six no votes comes out to 50%, not 51%. The motion would not be adopted.

Guest Terry, I am a fairly recently accredited Registered Parliamentarian so I believe I can properly answer your questions though some of the more experienced members of this community will be able to give you more thorough advice. A couple of items to mention first: It is unfortunate that your current documents do not provide for their own amendment or revision and I would highly recommend that be on the top of your list of items to consider. You should confirm that RONR is stated to be your parliamentary authority in the current documents. If not, that would be another item I highly recommend considering. As to your questions, you should look at section 57 in RONR. In brief, however, I would answer your questions as follows: 1. Yes, the membership should have a chance to look at proposed changes and yes, notice should be given. Notice can be given at a meeting or in the call of a meeting or in the report of a committee dealing with this task. RONR (11th ed.), p. 595, ll. 9-35. 2. There doesn't have to be a committee but depending on the extent of the changes proposed it may be wise to form one. 3. No, the Board could not do so unless given that authority in your governing documents. Finally, if it is accurate that your documents do not contain provisions for their own amendment then according to RONR the requirements for adoption would be previous notice AND a two-thirds vote or a majority vote of the entire membership. RONR (11th ed.), p. 592, ll. 8-13 Hope that helps, and if I have something incorrect I'm sure I will be quickly smited by the jealous gods of these forums.😊

Keeping in mind that rules of order defer to bylaws how would you interpret the following: "All decisions of the organization shall be by a majority of the members voting unless otherwise specifically provided in these by-laws." The by-laws designate the parliamentary authority as RONR 11th ed. Would this mean that Roberts vote requirements are followed or that if nothing in the bylaws states a higher threshold for passage all matters are decided by majority vote? The words "unless otherwise specifically provided in these by-laws" trouble me when coupled with RONR (11th ed.), p. 404, ll. 20-24,"Whenever it is desired that the basis for decision be other than a majority vote......the desired basis should be precisely defined in the by-laws or in a special rule of order." Granted, the desired basis in the bylaws quote above is a majority so maybe I am really being to strict with my interpretation..... The only other place the by-laws give a different basis for passage is amending the by-laws. For example, normally a motion to suspend the rules would require a two-thirds vote for passage. Would the above quote change that to mean only a majority vote is needed?

This is the first of at least three items I would appreciate some help with. An organization has the following language in the by-laws: Section xxx - "Unless otherwise provided either by the laws, practices, or by vote adopted by this organization, Robert's Rules of Order shall be the guide and authority for the method of conducting the affairs of this organization at its meetings." Section xxx - "In the absence of a standing rule to apply to the question before the organization, recourse shall refer to Robert's Manual." The above quotes are the only reference to a parliamentary authority in the by-laws. I think this language is unfortunate in that I would say it leaves the question of which edition it is using as its parliamentary authority open to interpretation. The by-laws were last revised in 2015. What edition would you say is being prescribed? If you agree it is unclear, how would you recommend the situation be remedied? I would say the best course of action would be to amend the by-laws to the language in RONR (11th ed.), p. 580. If clarification is needed before the by-laws are amended would it be acceptable to introduce a resolution stating that the above quoted sections are interpreted to mean RONR 11th ed.?

Agreed that the motion to amend something previously adopted would be the proper way to handle the situation. The only decision being made was whether to try and amend line by line or substitute the whole thing.

Pertinent information: An organization has adopted RONR 11th edition as its parliamentary authority. The bylaws of the organization state the day of the week, month, and time of regular meetings. At the last meeting the executive board recommended a budget. That recommendation was adopted by the organization. The executive board now wishes to make enough changes to the budget, i.e. multiple line items, that they feel a recommendation to amend something previously adopted and wholesale replacement of the budget would be best. Questions: Is it required to give notice, or call, of a regular meeting if the bylaws are as stated above? Is it improper to do so? If notice is given, would it be proper to include in the call a notice of the recommendation the executive board intends to offer so as to reduce the vote requirement for passage from a two-thirds vote to a majority vote? For the record, I believe the answers to the questions I asked are: No - RONR p.89, ll. 5-10, No, and Yes - RONR p. 306, ll. 26-30 but I would appreciate confirmation or correction.