Tomm

The board didn't have a parliamentarian at the time of the rulings in question. Only after much prodding and criticism from the membership did the board finally acquire a parliamentarian.

I am not a member of the board but I am a member of the corporation and will be in attendance at the upcoming annual membership meeting.

And there lies the reason for my question!

I would like for the rest of the Membership to hear the parliamentarian's response because I believe the chair violated the org's bylaws.

The Chair of the Board has made some questionable rulings in the past at the meetings of the Board. We, the Members, are now about to have our Annual Membership Meeting. I was wondering if it's appropriate or even allowed to still ask a parliamentary inquiry for something that has happened in the past. Of course, as only being guests at the Board meeting it is not permissible to ask such a question! In fact, I would actually like to ask the Board's parliamentarian who will be at our annual meeting because the Chair seems to have a higher opinion of her own knowledge of RONR.

There's been much said and many questions asked regarding Procedures in Small Boards. What's the definitive or preferred method to determine which small board rules are to be followed on a continuing basis? As stated in another thread, it is up to the assembly to determine which, if any, small board procedures are to be used. It's not an "all or none" commitment. To avoid the confusion that sometimes motions require a second and sometimes they don't, or sometimes the chair would cast a vote and sometimes not, I would assume they should be documented as special rules of order and they would list only those small board rules that would apply at every meeting of the small board. That would avoid the arguments between members regarding which rules apply! And of course "It is advisable to be printed in the same booklet with, but under a heading separate from, the bylaws."

I guess what initiated my original question was the fact that a motion to increase an annual fee was in fact raised at the preceding meeting and never received a second and therefore died. At the next meeting when the GM presented his report on the upcoming budget and was simply looking for an approval, the increase in the annual fee was added. That's why I'm questioning whether or not the question can be divided!

Just curious... If a bylaw states: "If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned" Question: Because an "adjourned meeting" is only a continuation of an unfinished, immediately preceding regular or special meeting, does a quorum need to be reestablished again or was the quorum that was established at the original meeting meet the requirements?

Roger-that! Sorry

I'm thinking in terms of the following: A board member makes a motion to divide the question but nobody "seconds" the motion. I understand how a "no-second" means nobody else is in favor of the motion but a forced vote would, kinda, expose the members more as individuals rather than a kinda hiding in anonymity?

The board (9 members) typically always asks for a "second" during board meetings. If no "second" the chair declares the motion dead. Because small boards don't require a "second" can a member demand a vote be taken even if nobody "seconds' the motion? Granted, the outcome of the vote would no doubt be the same however, non-board members quests in attendance would get to see that! There seems to be nothing in the bylaws that states all motions require a "second". Are small boards required to function under the procedures for small boards?

You guys know best and I appreciate your response but it appears to me (and that's just me) that the 2 stand alone motions should be restarted because you can now vote to approve the GM's budget without increasing the annual fee and you can vote to increase the annual fee regardless of whether or not the budget is approved? Thanks!

I guess my confusion comes from the question of why wouldn't you restart the vote on each new motion since each motion is now, kind of, a new stand alone issue? I believe you can't divide the question unless each one can stand alone on its own merits so what would justify a continuation of a vote to proceed without a restart? A motion such as, approve the general managers budget, but was then amended to add an increase in an annual fee. The question should/could be divided into 2 separate motions: 1. Approve the general managers budget. (the original main motion) 2. Increase the annual fee. What would justify not restarting the vote?

What if the motion was made to divide at the second or third reading?

Our organization has one of those bylaws that, at meetings of the Board, a motion is required to be voted on and passed at 3 consecutive meetings. It has been noted thru this forum in the past that just because the motion was amended, the now amended motion doesn't need to be voted on and passed 3 additional times because it wasn't really a new motion, but simply an amended main motion. If the motion was amended to divide the question into 2 separate motions would that, in your opinion, require that each of the new motions be voted on and passed 3 additional times?

The board is comprised of 9 members. Suppose the board holds a meeting in which 6 members, a quorum, are in attendance. One member makes a motion and it is not seconded so the chair declares the motion died for lack of a second. Now,... suppose the remaining members show-up late to the meeting and they are members who would have been in favor of the motion. Can the motion be moved again since it was never really voted on? Is a lack of a second considered a vote?

The Board holds meetings open to the Members and also allows member comments. The Boards request for comments from the Members typically takes place just before any motion was made. The motions are posted 7 days before the meetings so everybody knows what they are and can make their comments pro or con. The only thing the bylaws say are: "All meetings of the Board, excluding Executive Sessions, shall be open and video recorded with time allotted for Members to make comments." Due to the fact that there are no limits specified in either the Bylaws or a Special Rule of Order, and since the Board functions under RONR, would it be a reasonable assumption that each Member can comment twice for 10 minutes? Where would the "allotted" time be required to be specified? Can the Board simply say "You've got 3 minutes" at the meeting or does it need to be previously documented?

Yes, but only because I wanted you to understand the requirements for a regular meeting are different than for a special session and my confusion whether a regular meeting can, in fact, be held entirely in executive session!?!?.

For regularly scheduled meetings: "At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in Facilities and/or on the website..." For Special Session meetings: "Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given. For Executive Sessions: "The Board may meet in an Executive Session (closed meeting) to discuss confidential matters such as; litigation, matters relating to formation of contracts with third parties, Cardholder discipline and personnel matters. All matters discussed in an Executive Session shall remain confidential indefinitely. Executive Sessions may be called separately or during any meeting of the Board or Membership. The Board has the authority to take final action in Executive Sessions and is not required to reveal those decisions. Minutes of Executive Sessions are retained as a part of the confidential records of the Corporation." QUESTION: I'm confused about what's required for Executive Session. I can understand that it appears according to the bylaws a Regular Meeting held in Executive Session would not need to adhere to the requirements of 7 day previous notice but is that even a reasonable assumption that an entire regular meeting would be held in Executive Session? I can better understand it if it was just referring to a portion of the regular meeting. Based on the stated bylaw, if a Special Session was to be held entirely in executive session would the purpose of the meeting still be required to be stated in the call? It's my opinion that board members are reading more into the executive session bylaw than is there? It's my belief that the previous notice or purpose of the call is still required for a Special Session regardless of the fact the entire meeting will be held in Executive Session. The board thinks that if the entire meeting is to be held in Executive Session then nobody outside the board needs to know anything and I can kinda understand that but shouldn't the entire membership still be somewhat informed that the board is meeting? I know I have touched on this before but another discussion with another board member has resurrected their interpretation and believes the bylaws gives them carte blanche . Please advise!

Please explain why 6:17 par. 4 says it can be raised?

It would be a main motion to amend a bylaw!

Hypothetical: Currently, the board meets twice a month, goes thru the entire orders of the day/agenda and adjourns to the next regular scheduled meeting which is specified in the bylaws (second Monday and last Thursday of the month). Suppose a board member continues to raise the same failed motion at every meeting and the chair decides to rather than simply adjourn the meeting he adjourns to a certain time now turning that single meeting into part of a session preventing the board member from continually presenting his motion? Question: How far into a meeting must the orders of the day be completed to determine it was a completed meeting rather than part of a session? Can each meeting/session go completely thru the entire plan of the day or agenda up until the time to adjourn, then adjourn to a certain time and declare that it was only a session not an individual meeting?

Too perhaps better explain to my reluctant board members how an executive session is not a type of meeting, and if held in a special meeting, the purpose of that meeting must be specified in the call; Using the three hat concept... You wear one hat as a member of an organization, You may wear a second hat if you're also a member of the board, And possibly a third hat if you're also an officer on the board. So...regardless, whether or not you serve on the board as a board member (hat 2)or a board officer (hat 3), you are first and foremost a member of the organization (hat 1)! As far as an executive session goes,... Hat 1 is a meeting, whether it's a regular meeting, a special meeting, or an adjourned meeting, Hat 2 would be if that meeting was held in part (or in whole) in executive session. Point being: You must first establish a type of meeting (hat 1) before you can apply to it an executive session (hat 2)? Does that make sense and sound about right?

Roger that! 35:2 "...These motions yield to subsidiary, privileged, and incidental motions." Thanks. The old brain sometimes needs a little more definitive explanation, like actually naming the motions that it cannot be applied to!?!? My bad!

It seems to have been pretty much determined that this motion to postpone until January of 2022 was null and void from the minute it was stated because 1) it was out of order because it exceeded the allowable time limits of the rule, and 2) because it would have been postponed to a time when term limits would have replaced 3 of the 9 board members. Is there a proper way to correct this or should it simply be ignored because it was out of order in the first place? Can, or should, at the next meeting somebody make the motion to Rescind/Amend Something Previously Adopted, and either rescind the motion entirely, or amend it?