Tomm

The Article of Incorporation state: "Three (3) Directors in a manner set forth in the Corporate Bylaws, shall be elected each year to serve for a term of three (3) years and shall serve until their successors are installed. A Member/Director may be elected to a maximum of two (2) three-year terms, six (6) years total, on the Board of Directors." Just wondering what effect this has on appointments to fill vacancies? Directors are elected by the General Membership but appointees are selected only by the Board in executive session. It is typical that if a Director resigns before his/her term has been completed, the board would appoint a Director, who has previously served, to serve out that term. Question: If a Director has already served his/her total 6 years, should they be eligible to fill an appointment?

Pardon my inclusion to this thread but, it seems to me that there's a difference between "limiting" debate, which includes the number of times and length of time a member can speak, and totally "excluding" debate all together? Isn't it a fundamental right of membership that a member cannot be deprived of their rights to attend meetings, to make motions, to speak in debate and to vote? (1:4) Seems to me that as long as a motion received a second, it would always be in order to allow for some sort of debate? Can you really allow a member to make a motion that no other member can comment on? I don't understand why a member can be deprived of that fundamental right of membership?

I'm think in terms of a special committee established to revise/rewrite the bylaws that would consist of many meetings over a considerable length of time.

Ah yes! But Reconsider must be made on the same day or the very next meeting. Can't do it after that.

Is it correct to assume that because all of the meetings of a special committee constitutes a single session, you cannot make the same motion more than once regardless of how many times that special committee may meet? 50:23 This rule, however, does not apply to standing committees.

Then perhaps the chair should announce the fact that if members/delegates leave the meeting prior to the announcement of the results, the results will not be announced?

Well...based on what I'm being told is that you will not learn the results of that vote until you can hold a meeting that has a quorum.

Fair enough but, I think you would agree that the Minutes would at least disclose the fact of what occurred...the quorum was lost and the meeting fixed a time to adjourn? I think that's what Wright Stuff was asking.

The approval and posting of the minutes within 2 weeks answered Wright Stuff's concern about having to wait an entire year to learn of the results.

No. The bylaws require that the Minutes must be approved by 3 officers of the board within 2 weeks and posted.

Annual Membership Meeting: What happens if while ballots are being counted in the back room, and no other business is taking place, members leave the meeting and a quorum no longer exists? Is the vote counted, finalized and accepted or does the meeting immediately adjourn and the motion is required to be brought up again at a new meeting with a quorum being in attendance?

The intention, whether right or wrong, was simply include the approval of the agenda in the organizations order of business to insure that it get's approved, which has not always been done in the past. Thanks for all your responses.

Okay, I’ve read thru §41, several times. My initial question was: Question: If the Order of Business makes it mandatory to approve the agenda, does that require a special rule of order? These are items that caught my eye that makes me believe a special order of business can be established by a special rule of order and they can both be used at the same time. I respectfully submit the following: 41:4 Within a meeting in which the only items of business that are in order have been specified and set in sequence in advance—as might occur, for example, in a particular meeting of a convention—the orders of the day are identical with the order of business (which, in such a case, is in the form of an agenda or program). This tells me 2 things, first that a different sequence in the order of business can be established prior to a meeting, and second, the orders of the day can be identical with the order of business and an agenda. So both, orders of business and an agenda, are acceptable to be used at the same time and it’s not necessarily an either, or situation. (Note: the term “meeting of a convention” is only used as an example in this context, so the occurrence of that situation is not limited to conventions.) 41:6 In organizations that have adopted this book as parliamentary authority and that have not adopted a special order of business, this series of headings is the prescribed order of business for regular meetings… Here again, you can adopt a special order of business with additional headings. 41:31 Roll Call. In some organizations it is customary at meetings to call the roll of officers in order to verify their attendance—or, sometimes in very small societies, even to call the roll of members. If there is a roll call of this nature, it should take place at the end of the opening ceremonies unless a special rule of the organization assigns it a different position in the order of business. The chair announces it by saying, “The Secretary will call the roll of officers [or “will call the roll”].” This tells me that a special rule of order can modify the standard order of business. 41:46 Relation of Orders of the Day to the Established Order of Business. In assemblies that follow the “standard” order of business explained above, orders of the day for a given session, day, or meeting that are not set for particular hours are taken up under the headings of Special Orders and Unfinished Business and General Orders (see 41:18–26). In cases where an ordinary society has adopted its own order of business for regular meetings, it usually includes similar headings covering such orders of the day. Where an organization’s order of business does not provide such headings, special orders not set for particular hours are taken up before unfinished business and general orders, or (if there are neither of these), at all events before new business. Under the same conditions, general orders are taken up after any unfinished business (that is, business pending at the adjournment of the previous meeting, if any, and orders of the day not disposed of at the time of its adjournment), and before new business unless a later hour is specified (see below). 41:60 Organizations and Meetings in Which Adoption of an Agenda Is Customary. It is customary to adopt an agenda or program for each session in organizations that do not hold frequent regular meetings, and at conventions and other sessions that may last for several days (see 59). This is also frequently done when, for any reason, neither the standard order of business nor a special order of business established by rule of the organization is practical or applicable. The term “customary” is what caught my eye here. We know that a custom is not a hard fast rule and is only valid until challenged with an actual rule. So although it’s not typical to use both an agenda and the standard or special order of business, it’s not prohibited. 41:61 Procedure for Adoption. In cases in which an agenda is adopted, usually this is done at the outset of a session and the agenda is intended to cover the entire session. At a session having no prescribed or adopted order of business, such an agenda is followed as a guide by the chair pending its formal adoption and can be adopted by majority vote, even if it contains special orders; it is then the order of business for that session. At a session that already has an order of business, an agenda can be adopted by a majority vote only if it does not create any special orders and does not conflict with the existing order of business; otherwise, a two-thirds vote is required (see also 25:12). In conclusion: It appears that you can use both, and agenda and an order of business at the same time as long as the agenda doesn’t conflict with the order of business, whether standard or special, and you can modify the standard order of business with a special rule of order. Have I understood these citations correctly? Thanks.

I never thought this would be such a difficult question? All I want to do is make the Order of Business include the Approval of the agenda. You can't count on the agenda being approved, and it won't be approved if you rely on the standard order of business. It doesn't make sense to me to say you can't write a special rule of order that provides for a special order of business, and at the same time you're saying that a special rule of order doesn't take precedence over RONR.

Here's another reference I came across while searching that says, "Yes" you can write a Special Order of Business and can either place it in the bylaws or as a special rule of order. https://robertsrules.forumflash.com/topic/37377-special-order-of-business/ Question being: "So are you saying that a Special Order of Business is only good for one particular agenda or meeting? What if you wanted to permanently change and rearrange or remove the items of the standard order of business? Wouldn't that now be called a Special Order of Business?" Response: "Yes, a special order of business can be adopted that would apply to all sessions. Mr. Novosielski thought you were referring to a special order, an understandable mistake. An order of business could be provided in the bylaws or adopted as a special rule of order." Edited June 15, 2021 at 06:55 PM by Tim Wynn

I'll have to see if I can track it down. I typically copy and paste my questions and responses into a WORD document and save them in a RONR file. I'll search thru my account.

The question that was asked by me was, "The previous thread never seems to specifically address my initial concern which is, can New Business be offered without having to amend the agenda if it's not specifically listed on the agenda?" And the response was: As for my view, I think it's important to get clear on agendas and orders of business. The order of business in RONR is not analogous to an agenda. An agenda lists general and special orders. As you know, those topics appear in the order of business. But the difference is that the agenda says what they are, while the order of business says when to take them up. The two, as I see them, are complementary. Which is why I agree, as Mr. Martin said, that even though the agenda may not call for new business, new business may be offered after the agenda has been completed, so long as you can do so before the chair declares the meeting adjourned. New business, in fact, in my opinion, does not belong on an agenda, because it is an order of business heading, not an agenda item. But it is the case that an adopted agenda allows the chair to, once it is completed, declare the meeting adjourned, because it is presumptively all the business to be conducted. Thus, the better course is to amend the agenda to include the item of business - especially if you think it is important enough to not be pushed to last place. So here again, it seems to me that the order of business dictates in which order how the items on the agenda will be acted upon. If the standard order of business does not provide/include for the approval of the agenda, then my assumption is if a special order of business is to be established, it would be by aa special rule of order.

Right or wrong, here's why it makes sense to me; at one point this forum told me that, "An agenda lists general and special orders. Those topics appear in the order of business. But the difference is that the agenda says what they are, while the order of business says when to take them up. The two are complimentary." If the agenda is not official until it is approved, and the topic of "Approve the Agenda" is not listed in the standard order of business, a special order of business should be established and that should be a special rule of order? If you don't approve the agenda then it holds no force and you must then rely on the standard order of business. But if the standard order of business does not require the agenda to be approved, where does that leave you? When the statement was made that they are "complimentary" it means to me that they are two separate items. What I'm being told is that you must use one or the other, which could very well leave you in the position where you have an unapproved agenda, and a set of orders of business that doesn't require the agenda to be approved! I suppose there's nothing in RONR that would prevent the making of a special rule of order that establishes an order of business that includes approves of the agenda?

I like that answer! Keep thinking!😀

Let me ask it this way; the standard order of business requires that the Minutes must be approved but says nothing about the agenda requiring approval. If an order of business is written to include having as one of its mandatory items, be the approval of the agenda, would that order of business need to be established as a special rule of order?

That was my main concern. There were times when newly elected presidents wouldn't move to approve the agenda because it wasn't listed on the agenda. Was thinking that if they knew a special order of business existed that emphasised it had to be approved it would help to reinforce the action, but I do agree that based on the bylaw it must be approved if the option exists to amend it. Thanks

That was my main concern. There were times when newly elected presidents wouldn't move to approve the agenda because it wasn't listed on the agenda. Was thinking that if they knew a special order of business existed that emphasised it had to be approved it would help to reinforce the action, but I do agree that based on the bylaw it must be approved if the option exists to amend it. Thanks

The bylaws do say, "At least seven (7) days prior to all Board meetings, excluding Executive Sessions, Special Sessions, Informational Meetings and the Exchanges, an agenda, subject to amendment, shall be posted in..." So I guess that since you can't amend the agenda unless you approve it, it's kinda already there in the bylaws, but there has been times when the new 1/3 of the board is elected every year, and a new president is elected, there was a period of time when the agenda was not approved. I was hoping a special rule of order was required specifying the order of business to emphasis that the agenda always needs to be approved.

The corporate secretary, based on the input and requests of the individual directors, composes the agenda and it is posted via e-mails and corporate web site by the corporation to all members, not just board members. Nothing in the bylaws requiring that the agenda be approved, only posted!

Okay but, there's nothing in the bylaws mandating or requiring that the agenda be "approved"? Two different things a.) a requirement for posting the agenda, b.) requiring that they be Approved.