Tomm

It's often stated that new motions can be presented at the end of a meeting even if no New Business is offered on the Agenda. It is also stated that it must be done before the Chair gavels the meeting adjourned. Isn't it necessary, even if the Chair is attempting, on her own, to cut-off a member from presenting a new motion at the end of a meeting, that the Chair must first ask/state "If there's no further business this meeting is adjourned" then pause and wait for a response? Once the gavel slams down is it too late for member to say, "Hey, wait a minute, Point of Order, I have new business"

Well, I read 41 and am now more confused than ever. On the one hand, it seems to me that the above mentioned agenda satisfies the Standard Order of Business or Orders of the Day as specified in 41:5 because couldn't those motions be considered normal items items of business that the assembly will take up or do special orders always require that they were scheduled from a previous meeting? On the other hand, and because our organization has a rule not covered under RONR and requires multiple readings of a motion at consecutive meetings before it's passed, that would make a second reading of the motion a Special Order? Does the fact that our organizations Agenda does not list New Business, which those motions could be covered under, make it a non-standard order of business?

Thanks Josh for such a comprehensive response. One last question: Are you suggesting that since the Agenda is not approved, there should be a procedure provided in the bylaws to do so?

It get's posted on the corporation website by (I'm assuming) the administrative secretary, an employee on the staff of the corporation. This same administrative secretary takes the minutes and sits with the members of the board at their meetings. Don't ask me what the Secretary of the board of directors does! I would have thought that that would be her responsibility?

Each new motion is pretty much added/offered by each member of the board and the first time the general Membership, who are allowed to attend board meetings, see these motions is when they are posted 7 days prior to a meeting. There doesn't appear to be one although the bylaws state that they are "subject to amendment." At one time the "Approval of the Minutes" was always included on the agenda. It seems that once the board gained the services of a parliamentarian the vote to approve went away as did the approval of the treasurers report, which I understand is actually the correct thing unless it was the approval of the annual audit. Since the inclusion of a parliamentarian at the board meetings I have noticed subtle changes in the way the meetings are conducted, which is, for most part, a good thing. I would suspect that the removal of the approval was a recommendation of the parliamentarian because it fits into that timeline, however, I would also suspect that the parliamentarian would have recommended that a method of amending the agenda was also suggested? Absent of a procedure, any suggestions or recommendations?

The typical agenda would read: Call to Order Pledge of Allegiance Welcome and Introductions Roll Call of Voting Members, Confirmation of Quorum Approval of Minutes Treasurers Report Management Report Committee Reports Motion 1 Motion 2..etc. Announcements Adjournment

At meetings of the board, the Bylaws state: "At least seven (7) days prior to all Board meetings, excluding Executive Sessions, Special Sessions and Member/Board Exchanges, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website." However, the agenda does not list the "approval of the agenda" in the opening items listed on the agenda and no vote is taken. I think it's correct to assume that the board is functioning under the RONR standard order of business and therefore no approval is required? Question: How and when would the proper time be for a member of the board to make a motion to amend the agenda? It's certainly more desirable to do so when only a majority vote is required rather than 2/3rd's.

Just inquiring here, but aren't agenda's unofficial until they are approved? Why wasn't or wouldn't a motion to amend the agenda be the first correct course of action by the Chair of the Budget Committee? He is, after all, just another member of the assembly!

I specifically wanted to note that there wasn't an executive committee within the board just in case there were possibly rules that would apply differently to those select members.

I believe it was just for the interview. But when you consider that the new-hire would be reporting to and managed exclusively by the Board, I think the entire Board should be included?

I have since learned that in the not to distant past, a meeting was held to interview a potential new-hire to the corporation but not all members of the board asked or allowed to participate or attend! Water over the dam I know, but I can at least inform the board members who were excluded that that situation is not permissible unless it was due to some disciplinary action that would have disallowed them to attend.

If a Board doesn't have a specified Executive Committee within that Board, and the Chair calls for a meeting to be held in Executive Session, can the Call of that meeting limit which Board members can and can't attend or should every member of the Board be included in that meeting?

Great thanks. I'm of the understanding that even some of the Board members are confused as to their status at the Annual Membership Meeting. It makes them reluctant to participate in debate not knowing which side they may be representing! Having them seated among the general assembly would set that question to rest!

At one time the organization was, in fact, a trust but was then sold for $10 and turned into a 501-c-4 corporation. We are a senior 55+ community and the corporation provides the recreation facilities, 8 recreation centers and 7 golf courses. As a homeowner we are all considered Members. The Article of Incorporation gives the power to amend the Articles of Incorporation strictly to the Membership. Both the Board and the Membership can amend the Bylaws. In fact, the Board has the power to amend the Bylaws on their own without Member approval!?!

The President of the Board, seated at the head of the auditorium, presides over our annual membership meeting and has the remaining board members up there as well. Question: What, typically, is the proper place for those Board members to be seated? Because they are there as a Member of the organization and not in their capacity as member of the Board shouldn't they be seated among the assembly and not at the head table? I'm pretty sure there's nothing in RONR that address' this question but wondering what you may have experienced in the past? Question: Should the Secretary of the Board take the minutes or should a Member of the general Membership be assigned that duty?

I get it. Both motions get you to the same place. Seems to be more to the fact that most members don't understand RONR and the proper application of its rules/motions.

Because it's easy! Especially if it's to purchase something you may want! A simple motion to approve more expenditures doesn't imply or require any additional review of what the current budget may be. It's simply asking for more money! Damn the torpedo's, full speed ahead!

Is it necessary to make a motion to Amend Something Previously Adopted if the budget has already been approved or can a simple motion to approve an additional amount of expenditures acceptable? I know it seems trivial and almost like both motions are the same, but I would assume that continuing to add more expenses with a simple motion without first reviewing the original current budget by Amending Something Previously Adopted, you can quickly find yourself in the position where the budget is no longer in the black? Does the motion to Amend Something Previously Adopted add any additional due diligence rather then a simple motion to approve more money? It's kinda like leaping without looking to do so!

I'm not sure what's going on either, but a member of the board (I'm not a member) contacted me and basically asked the original question. He apparently knows the motions that will be on the agenda of the upcoming meeting?

I consider it "unauthorized" because the original motion is being changed without the approval of the entire board. I would have to conclude that once the original motion was presented to the board at the last meeting it no longer belonged to the maker but to the entire board, and any change is required to be voted on and approved by the entire board?

I understand that RONR doesn't address motions that require more than one reading at consecutive meetings, however, I'm wondering if the second reading of the motion was different than the first (no limit on dollar amount in first reading but added to the second reading) what's the proper motion to address this issue or should it be considered a first reading again? The second reading will be presented at the next board meeting next week. Please advise.

If, for instance, there is a Standing Committee, titled "Long Range Planning Committee"; would it be appropriate for that committee to create an additional special committee to pursue some other related task such as generating a questionnaire to be presented to the general membership asking what they would desire to have in the future for the organization? 50:10 seems to say that the Standing Committee should perform related tasks itself with no authority to create a committee within that committee? Wouldn't the creation of that questionnaire be part of the original responsibly tasked to the Standing Long Range Planning Committee...looking into future needs? The assigned function of the committee is: "H. Long Range Planning Committee: The purpose of the Long Range Planning Committee is to provide the Board with reports, recommendations, and suggestions regarding the future needs of Members and a suggested timeframe to implement future facilities and programs to meet those needs.

Is there a definitive statement within the Articles of Incorporation that would indicate whether the Members or the Board of Directors is the superior assembly? Granted, the Articles of Incorporation state that the affairs of the corporation shall be conducted by the Board of Directors, but I assume the "affairs of the corporation" pertain to the facilities management, (i.e. I interpret them to be the tools and services that support the functionality, safety, and sustainability of buildings, grounds, infrastructure and real estate, and not necessarily the rules that govern the Membership?). I would conclude that those requirements were established prior to the general membership during the establishment of the corporation? The Articles allow the directors to amend the bylaws without the approval of the general Memberships and state, "3. The Directors shall have the power to adopt Bylaws not in conflict with the Articles of Incorporation." But they also state: "4. The Bylaws may be amended, modified, revised, or revoked by the Directors or by the Members. In the event of conflict concerning the Bylaws as amended, modified, revised, or revoked by the Directors, the action of the Members shall prevail." (emphases added) Question: Does stating that the "action of the Membership shall prevail" place the general Membership the superior authority?

Board of Directors meeting: Director A is the Chair of a Standing Committee. Director B is the Co-chair. Director B put a motion on the agenda (agendas are not approved at the beginning of the meeting) Director B was unable to attend the board meeting because of medical issues. When the motion came-up, Director A pulled the motion because she said it didn't go thru the committee and the chair agreed. Director C questioned the authority of Director A to pull the motion and offered to make the motion on behalf of Director B but it was not allowed and the motion was pulled? Question: Does this seem correct or should the chair have allowed Director C to make the motion on behalf of Director B?

I agree, but in your opinion, does it appear that the motion violated or over-stepped its bounds as a committee?