John A

Partly based on the spirited discussion from a couple of years ago (my question in this forum regarding the 3% increase), our group made the decision that the 3% annual increase was proper. Not everyone in that forum discussion agreed, but our committee interpreted that the "dues change" was from a flat amount to a 3% increase per year, and because the bylaws only required approval of the dues change, the current annual increase is compliant with our governance. I see your point about being careful about how the amendment is crafted and will take that into consideration, thanks.

For background, our current bylaws specify the following process for changing the annual dues (let me know if more specific detail is required). Board recommends the amount of annual dues and a justification for the dues Proposal is sent to the membership prior to the annual business meeting where it is discussed Entire membership is sent a summary of the proposal and comments from the business meeting, and then votes (electronically) on the proposal That is the only dues process specified in our governance. About 10 years ago, The Board made a proposal to have an annual increase of 3% going forward. From what I've read, that motion and decision was valid and in the absence of another proposal from the Board, dues have been increasing 3% annually since the affirmative vote. Fast forward several years and some newer members that were not involved in that previous decision want to force the Board to occasionally make a new proposal (and justification) for member approval. They are proposing adding the following text to the bylaw describing the dues process. Dues may not automatically increase for more than 7 years between membership approvals. My committee is charged with making a recommendation on the proposed bylaw amendment, particularly the consequences. We're still working on getting the wording just right, but the intention of the group is to force the Board to come back to the membership at least every 7 years or have the dues stay level. Another one of their intentions was to force the current stream of 3% increases to stop. It is clear to us that the proposed amendment would force any new dues proposals to be limited to 7 years. However, there is some disagreement about whether adding this to the bylaw would force the current stream of 3% increases to stop and/or force the Board to make another dues proposal. I think that the only way to force the current increases to stop would be to rescind the previous decision of the membership. According to RONR 35:6(b), the membership can't rescind prior dues increases, but they can rescind future increases. That would force the Board to make another dues proposal. Then, if the bylaw was amended, that new proposal would be limited to 7 years. Am I interpreting this correctly? Thanks in advance.

Your assumption about governance is correct, and the elections are carried out in the manner described therein. Thanks.

RONR (12 ed.) 46:14 states the following about the report of the nominating committee. The report should always be formally presented at a regular meeting, even if the names of the committee’s nominees have been transmitted to the members of the society beforehand. In my large association (several thousand members), we have one annual business meeting (ABM). The governance says that the nominating committee selects nominees for the Board, for Officers, and also for any vacancies on the nominating committee. The nominating committee currently starts their work in January each year, and the governance states that they present their nominations to the Board (in the spring) at least 12 weeks before the ABM (in the summer). In that 12-week interval, there is time allotted to collect nominations from the membership (by petition) and the election is done by electronic ballot starting 6 weeks before the ABM and ending 3 weeks before the ABM. The results of the election are announced at the ABM, although candidates are notified of the result (win or lose) before the ABM. How strictly should we be interpreting “should always be formally presented at a regular meeting”? I see that RONR (12 ed.) 46:1 implies that a nomination is equivalent to a motion and since motions can only occur at meetings, the nominations should probably be done at the the ABM (whether it is by report of a nominating committee or other means). Is there any way to rationalize how it is currently done with respect to RONR, or is moving the election to after the ABM the only way to be compatible with RONR (which is the adopted parliamentary authority)?

Understood, thanks. I will recommend future committees find out who (on the Board) would be presenting and possibly advocate (to them) that the report recommendations be considered by the Board. They might even consider finding a different Board member to present if they feel that would be helpful.

When a committee is created and then submits their report to the Board, it gets included in the Board agenda. Not all reports have recommendations, but some do. RONR p506 lines 30-34 says the following. MOTIONS FOR ACTION ON REPORTS. Immediately after receiving a board’s or a committee’s report—unless it is a report containing only information on which no action is taken (p. 525)—an assembly normally considers whatever action may be recommended in or arise out of the report. I'm having a disagreement with some of my colleagues regarding how recommendations should be handled. I interpret "normally considers" to mean that the Board should consider the recommendations, even if they choose to not approve them. Another colleague interprets this is direction for order of business, that recommendations would normally be considered immediately after receiving the report, but it does not require the recommendations to be considered. The agenda and what items are considered is usually under the control of a few individuals on the executive committee and the individuals that created the report are sometimes not there to present the report (submitted in written form). I had a question from the chair of a committee that submitted a report, who asked what did the Board decide about the recommendations that they had worked hard on, and they were quite disappointed that the Board did not really consider them. It also seems slightly disrespectful to ask a committee to spend a considerable amount of effort putting together the report and recommendations and not get any feedback (positive or negative). Is there anywhere else in RONR that supports having to deal with recommendations in reports that I can use to support my case. Our governance for these types of reports (ad hoc committees that report to the President) just says that the President submits the report to the Board (which they do).

Thanks Rob and Atul, makes perfect sense.

We are incorporated in DC, and DC law says "A nonprofit corporation shall keep as permanent records minutes of all meetings of its members, board of directors, and any designated body..." (https://code.dccouncil.us/dc/council/code/titles/29/chapters/4/subchapters/XIII/) and I would assume that the latter would included committees. We have had inquiries from members quoting that particular section to ask for those minutes.

The nominating committee in my association carries out their activity in executive session (entirely appropriate). However, there have been some questions about the extent of the minutes that should be kept by the nominating committee. Right now, the minutes are pretty much that they met in executive session and produced a list of nominees. Members that submit candidates to the nominating committee, as allowed in our governance, would like to see that their candidate was considered and have that reflected in the minutes, but the minutes currently just reflect the final list of nominees. My understanding is that the minutes of executive session should be a record of the actions taken in executive session and not the discussion. Would it be reasonable to assume that considering person X, and not choosing them for the nominating committee list be an action? Another way to consider the nominating committee process is that they consider n people and ask "who is the best" and then the action is just a report of that decision. However, should the n people that were considered by part of the minutes?

I fixed up the autocorrect typo. Whether nomination from the floor must be allowed for was definitely part of what I was asking, but I can now see I was not clear about that. In some sections of RONR, it gives examples of common things that can be added using a special rule of order (e.g., consent calendar). What I see from the comments is that it is OK to not have nominations from the floor, provided that it is consistent with our bylaws/rules. That has been brought up in our society at times, and there is an ad hoc committee that is looking at the nomination process itself. I should probably bring my concerns to them so that they can consider it when they discuss the situation and make recommendations back to the board. Thanks everyone for the comments.

We have several thousand members in our professional organization and the membership's annual business meeting is only once per year, usually in July or August. The Board meets right after the business meeting and in Nov or Dec. The bylaws allow for a Board that has elected officers, elected directors, and regional directors (elected by regional chapters in accord with their own rules). For the elected directors, the bylaws specify that a nominating committee puts forward some names and that list is sent to the membership ahead of the election, with a call for nominations by petition. This happens in the spring, and the election (electronic ballot sent to entire membership, plurality wins) is held before the annual meeting so that new directors and officers can be announced at the annual business meeting. The elected office actually starts Jan 1 of the year after the election and the nominating committee is elected by the members. The annual business meeting usually has less than 10% of the membership attending (electronic ballot gets about 30% response), which is why the bylaws specify that member voting is not carried out at the business meeting. Other than the nominations, I think the election process is OK The question I have is about nominations from the floor (we don't have them). For the officers (secretary, treasurer, president-elect), the nominating committee usually provides 2 names, but the process does not seem to allow (not sure if it ever did) nominations from the membership (by petition or from the floor). Here is the specific wording (we use RONR 11th ed as parliamentary authority). The Nominating Committee, with concurrence of the Board, shall make nominations for President-Elect, Secretary, and Treasurer. Nominees must be current or previous Board members in good standing and they must give their consent. There shall be at least two nominees for President-Elect. Biographical information for all nominees will be attached to the ballot. The balloting procedure shall be as for Board Members-at-Large. The possible issues I see with this are as follows. The equivalent section for Board Members-at-Large (the elected directors) specifically allows for nomination by petition, but this one does not allow membership to have input (other than by their elected choice for the nominating committee). The officer nominations are presented to the Board for their concurrence. While it has never happened, I'm not sure what would happen if the Board did not concur and I don't think that the board needs to concur since the members are the ones electing the officers. The nominations should probably be presented to the members instead (the nominations for elected directors are not presented to the Board). The ballots do allow for write-ins, but I don't think that should substitute for nominations from the floor. RONR does not discuss (from what I can see) the possibility of not having nominations from the floor, so I think that means that nominations from the floor should be the norm. The annual business meeting usually has less than 10% of the membership attending (electronic ballot gets about 30% response), and usually just has officer reports, and comments from the floor regarding bylaws amendments (votes for those are right after the business meeting). Other than the nominations, I think the election process is OK. I would be more comfortable if the officer nominations were presented to the members (like for elected directors) and then allow for nominations by petition. Another option would be to have the election after the annual business meeting. This would allow for nominations from the floor for all elected positions, which would be nice (in my opinion). Am I interpreting the issues reasonably?

We do specify latest edition of RONR as the parliamentary authority. I believe that was the original problem. It was mainly the word "change" in the bylaw that was concerning. As noted in this thread, some interpret the voted-on standing rule as setting increasing dues every year until they are changed again, and some would interpret a 3% increase as a change and that the standing rule is inconsistent with the bylaw.

Succinct and to the point. I also erred when I said it was discussed by the Rules Committee and I haven't found evidence of this in their minutes. However, I'm going to see if any of them recall any discussion that was not minuted. You are correct that the 2/3 threshold would be difficult, and that was likely why the board decided to try to move this forward as a standing rule. I also appreciate the point about bringing this up as a member instead of to the board. Thank you everyone for thoughtful responses; I very much appreciate your willingness to share points of view and expertise. You've given me a lot to think about regarding how I might want to proceed, but I believe I'm much better off as a result of this interaction.

I'm pretty certain that all of the appropriate steps were followed. As might be expected, I recall the discussion was robust on both side of the issue. Just looking at the By-Laws, it would appear to be a violation. If someone were to question why the dues were going up each year, we would have to point them to the vote results, which are not easy to find. It was discussed by the Rules Committee at the time, and they decided that a bylaws change was not required, so I'm guessing that was their interpretation was that the bylaws would allow an annual increase if the membership voted for that. The specific motion text that was put to vote for the increase part was "Institute an annual increase of 3% for Membership dues." I've checked the annual dues since then, and the increases have been 3% (rounding to the nearest whole dollar). The biggest thing that bugs me right now is that somewhere in the governance, I think there should be a mention of 3% as the annual dues increase. Would it be reasonable to document this as an administrative policy, citing the results of the vote as justification for the way that our administrative staff determines the dues each year? In hindsight, this would have been so much easier if they had bundled in a small bylaws change that only required a membership vote if the board's recommended increase was more than 3%. However, I worry that if I bring this up to the board and explain that a bylaws change is needed because we have been violating our own bylaws, a membership vote will not pass and we would have no choice but to get rid of the annual increase.

Our organization has a section in the By-Laws that deal with dues, and here is an excerpt. The Board shall recommend the amount of annual Dues for each class of membership and shall transmit all proposed Dues changes, with a statement as to their necessity, to the Secretary. The Secretary shall distribute the proposal and statement of necessity to all Members and Emeritus Members at least 60 days before the Annual Business Meeting and will facilitate discussion and submission of comments on the proposal from the membership prior to and at the Annual Business Meeting. The Secretary shall summarize the comments received. The proposed change together with the statement of necessity and the summary of comments shall be presented to the Members and Emeritus Members in good standing for final approval or rejection by secret vote. Obviously, this can make it very difficult to increase dues. After a few failed attempts to get a dues increase (many years ago), there was a concerted effort to present a proposal that would increase the dues, and allow for a 3% increase in the annual dues each year without having another vote. This was passed by a majority and we've been increasing the dues by 3% each year,. consistent with the result of the membership vote. However, the By-Laws were not changed and I wonder if someone could challenge this in the future (that the By-Laws should have been changed). The only documentation of an annual dues increase are the minutes where the voting results are recorded and it is nowhere else in the governance. Reading some of the other threads, I wonder if voting for the dues increase and annual 3% increase would be interpreted as a standing rule of the organization. If so, should we record this as such in the governance (we currently don't have any such standing rules recorded), perhaps with a record of the date that the vote occurred? It would seem reasonable that the 3% increases are legitimate and at first, I was thinking that the By-Laws would have to be changed, but now I'm not so sure. Any advice would be appreciated.

I was just meaning that we only require officers and committee volunteers to fill out the conflict of interest (COI) form, and that is spelled out in the Rules that essentially govern how the board and committees work. It is not a general requirement for membership and your next response affirms that we are probably on solid ground for the COI. However, if the board wants to apply the other policies to the entire membership, it needs to be in the by-laws.

Some additional information that might be relevant. One of the By-Laws says "The privileges and obligations of membership shall be as specified in the Articles and By-Laws. The benefits of membership shall be as specified in the Rules" and the articles of incorporation say "They shall meet ethical, academic, and scientific standards as specified in the By-Laws". Combined with the other information, it seems pretty clear to me that the board can't impose an obligation on the membership that is not spelled out in the By-Laws. For board and committees, they can impose other requirements because the By-Laws give the board the authority to spell out (in the Rules) how they operate.

Our association has a conflict of interest policy (adopted by the board) and we have a Rule in our governance documents that states Policy: All individuals selected for service to the Association shall be required to complete a “Potential Sources of Conflict of Interest” statement prior to assuming their duties, listing relevant connections and interests. Such statements shall be made available to members of the Association.Procedure: The Board shall approve a Professional Policy which specifies its scope, the content of the “Potential Sources of Conflict of Interest” statement and the means through which the information submitted shall be made available to members of the association. The process used to ensure that statements are completed and maintained shall be under the general supervision of the Secretary. In our association, the "Rules" are owned by the board and describe the operation of the board of directors and subsidiary committees. We have been interpreting the rule to mean that anyone that volunteers to serve as an officer, board member, or on a committee must have an up-to-date COI statement on file. This is done on an annual basis and is working well. We also have higher level by-laws that require membership vote to change, and the rules must be consistent with the by-laws. The association now has a fairly comprehensive Code of Ethics and also a Policy Against Harassment and Disruptive Behavior at Meetings, both approved by the board. The board would like to have these as part of an annual attestation. Any member that has not attested to the behavior policy will not be allowed to register for conferences of the association. Members that have not affirmed the code of ethics will not be allowed to continue as a member. At least this is what the board wants. As parliamentarian, my feeling is that forcing volunteers or members to attest to a code of ethics or behavior policy in order to remain as a volunteer or member should not be allowed without spelling it out in the governance. For the COI, we have that, but I think it needs to be done for the other policies. Am I being too strict?

I’ll see what other members of my Rules Committee think about a name change. Change can be hard, but the name can also avoid confusion between agenda and consent agenda. I’ll be sure to include that in my draft special rule. Thanks all.

Thanks, Atul.

I am parliamentarian (started this year) for a large professional society with a board of directors. The society uses RONR as the authority (specified in the by-laws), and the by-laws define the board of directors and that they will have "Rules" that they control. The Rules are essentially a more detailed description of the operation of the society that is controlled by the board rather than membership. Currently, the board only has 2 regular meetings per year and each meeting is about 5 hours long. Similar to other such groups, the first order of business after calling to order and establishing quorum is to adopt an agenda that was distributed at least 2 weeks before the meeting (along with background information for the items on the agenda). After the agenda is adopted, the next item is the consent agenda, which I now recognize is called a consent calendar in RONR. The consent calendar items are listed on one page of the agenda and they are also specifically marked as such in the agenda. We use it pretty much exactly like RONR describes it and how I've seen it in other forum threads. RONR implies that using a consent agenda requires a special rule of order and as far as I've been able to tell, we don't have any such rules in the society by-laws or the board's Rules. There is a Rule that says "Except as otherwise provided, the conduct of Board Meetings shall be in accord with a current edition of "Robert’s Rules of Order."" and there is a similar by-law that defines procedure for the annual meeting of the membership. I have a few things I would like to clarify. Provided that nobody brings up an objection (or point of order), the use of a consent agenda would be considered a "custom" of the board, but it's use should be formalized once it is determined that a special rule of order is required. I'm thinking this would also pre-empt anyone trying to derail the board meetings by calling a point of order and moving everything off of the consent calendar. Since our "Rules" govern how the board does business, it would be appropriate place for a special rule of order to specify that the board uses a consent agenda. RONR does say that board can have their own special rules of order and a consent calendar is only used by the board. If a special rule was created, it would seem better to change our terminology to use "calendar" instead of "agenda" since that is the term used in RONR. Since we've had several years of using "agenda", so it may cause some confusion at first. Thanks in advance.