Tomm

I understand that but the agendas of board meetings are published 7 days prior to the meeting. So can I assume if approving the agenda is a mandatory requirement, it needs an order of business written as a special rule of order? As far as allowing guest members to comment; that's always done prior to board actually voting on a motion.

41:5 lists the Usual Order of Business that does not include approval of the agenda. 41:6 refers to special rules of order for different versions. Question: If the Order of Business makes it mandatory to approve the agenda, does that require a special rule of order? Question: If the bylaws allow for member comments at a meeting of the board, should that also be part of, or included in, a special order of business defining the modified orders of business?

The way I read that Article is that, first of all, it only talks about "removal" and not any other sort of discipline for any other type of infraction. It also only states the reasons for removal and the vote required to do so. It says nothing about the process of how you get from point A, preferred charges and investigative committee to point B, a hearing, trial and verdict? Seems to me that without some sort of a legitimate process, that article leaves the door open for any Director or group of Directors to simply call for a special executive session, accuse a Director (they may not like) of not performing their duty and kick them off the board with no method of defense or recourse? Any reason why a more elaborate process can't be spelled out in the bylaws that conforms more to RONR?

I understand that RONR chapters on discipline is intended to cover ALL members, both Directors and Members. Our Articles of Incorporation really only specifies the reasons for removal but not really providing a process. "Removal of any elected or appointed Director may be done in either of the following ways: A. By a vote of two-thirds (2/3) of the members of the Board of Directors after a member of the Board is absent from three (3) or more consecutive regular meetings of the Board or who, in the opinion of such two-thirds (2/3) of the Board members, is unwilling or incapable of performing his or her share of the duties and responsibilities of a Director. B. The Members...." (long drawn out petition process) It's my preference to recommend the establishment of a separate Article in the Bylaws on Discipline. My opinion is, it doesn't really matter if the person is a Director or Member as they go thru the process because whatever the final decision is, as to guilt or innocence, the punishment would be determined based on whether the member was a Director or Member! Question: Based on what you've seen in other organizations, is there a preference as to whether both Directors and Members are covered in the same Bylaw or is there separate process' for each? Please advise.

I'm referring to the motion to Withdraw a motion. If the request is made by the maker after the motion has been stated, and it does not receive unanimous consent, another member can make the motion and that motion does not require a second because more than one person has made the request. However, if a member in the assembly makes the initial motion to withdraw, then that motion would require a second. Is that correct?

Am I understanding this correctly that the motion does not require a second only if the initial request was first made by the maker? If any other member who moves that the motion be withdrawn, it must be seconded.

Thanks, but I was only referring to the manner in which they should properly be maintained.

Can someone please clarify the terms used in the hierarchy of governing documents? RONRIB states: 1. Law 2 Corporate charter 3. Bylaws or Constitution 4 Rules of Order -Special rules of order - Parliamentary authority 5. Standing rules 6. Custom C. Alan Jennings book (4th Ed. pg. 28) has a tie position for both special rules of order and standing rules and places RONR just above Custom? Question: I'm confused about where the actual RONR falls into place? Are the "4 Rules of Order" simply intended to be a generic "heading" covering Special rules of order and parliamentary authority? And why is Parliamentary authority above Standing rules, when Standing rules are handled in the same manner as special rules of order (i.e. separate heading in same book as bylaws?) HELP!

But how then does an individual member accuse or charge another member of the organization of a violation? Isn't that necessary to even start the process of discipline? Or is there a different definition between an accusation and charge? If I were to accuse the treasurer of stealing, wouldn't that be the charge?

Could you please elaborate on that a little more? Seems a bit counter intuitive.

How should all the processes and procedures regarding disciplinary action be handled within the corporate documents? Being that the process (establishing a committee, a trial, etc.) is more administrative than being in the context of a meeting, I'm thinking that there should only be a reference in the bylaws regarding discipline that refers you to a Standing Rule? Should the disciplinary process/procedure be different as it pertains to Directors rather than Members? What's your experience seeing what other organizations do? Oops!! Just found 63:38

To be clear, both the chair and vice chair will be in attendance. Let's just say that for medical reasons it's preferable to allow one other director, not necessarily the vice, to read the motion that will be put to the board.

Thank you, I will.

For reasons I prefer not to get into; are there any restrictions within RONR that would prevent or disallow the chair of a board meeting from asking another director to read and put the question? Citation please.

Because our bylaws already do as I stated in my original question!

I don't quite understand the question! I believe both issues apply if you want to comply with RONR.

That's good because the board secretary doesn't really handle those items because the corporate administrator (staff employee) takes care of maintaining documentation. Thanks

That pretty much is the case. The current Board Policies pretty much pertain to the entire organization. What I would like to see would be to have any additional specific policies that would perhaps only apply to the Membership meetings be applied to those meetings as well as policies that only apply to Board meetings. The same goes for Special Rules of order. As an example, there is currently no specific Board Policy that states board meetings can't be video or tape recorded and you need to turn your cell phones to silent, which could be one added as a subheading under both Board and membership Meetings! They simply make that same announcement at every meeting which is probably okay, but you get my point. And as previously stated, the Board could allow for consent agenda's! I'm just trying to properly organize the organizations governing documents in accordance to RONR.

This is not a committee of the board. One director has approached me (I'm just a member who seems to understand RONR better than anybody on the board) who wants to get their bylaws in proper order. When I explained that they really need special rules of order to do some of the things they do, so he asked me to come-up with a motion that he will present at a board meeting (the board does have the authority to amend the bylaws)

Josh, thanks for your response. Our organization recently went thru several months of an Ad Hoc Bylaws Committee in an attempt to amend them, but unfortunately they failed to pass. Seems that the board can only handle doing things in piecemeal? My main objective to simply get the organization to adopt special rules of order to comply with RONR, so my thinking is because when you go to the website to see the Corporate Documents just see Articles of Incorporation, Bylaws, and Board Policies. So by listing special rules of order it would encourage them to make some special rules. Their Board Policies are already well established. The board currently uses a consent agenda but there is no special rule of order that allows that! They also sporadically use procedures for small boards but not all the time. I'm hoping that if they simply adopt the format structure (see above) that includes a line-item for special rules of order, they will begin to use special rules of order! I doubt they would be inclined to refer this to a committee after spending so much time on a rewrite that failed to pass? I like your bullet-point verbiage but prefer to include it in a motion that doesn't include creating a committee. Thanks.

Our organization which is under the authority of RONR has no such thing as special rules of order and the standing rules are referred to as board policies. I want to write an amendment so that the organization complies with RONR. Our corporate documents are also posted on our organizations website. I'm thinking about the following motion but could use some help! I move to amend the method of maintaining the corporate documents and rules to comply with Robert’s Rules of Order in the following manner, whereas special rules of order and standing rules shall be printed or displayed with the corporate documents under a heading separate from the bylaws. · Articles of Incorporation · Bylaws · Standing Rules, General (Board Policies applying to all Members) · Membership Meetings · Special Rules of Order · Standing Rules · Board Meetings · Special Rules of Order · Standing Rules

Some are arguing that as long as the rule is more stringent than the statute the rule can take precedence over the statute, but it's just my opinion that a policy as general as that can get out of hand?

If a state statute doesn't have the "unless otherwise specified in the articles of incorporation or bylaws" can a bylaw override the statute" Ex. Statute states only a majority vote is required but the bylaw says 2/3rd's?

I understand that 9:26 says certain things that took place within an executive session can be made public but it seems to relate to disciplinary action 63:3! Question: Is it permissible to immediately announce the results of an executive session where the directors were electing their officers?

Well, I'm not a parliamentarian or a lawyer just a follower of this forum, but I will tell you that I belong to a non-governmental 501(c)4 non-profit corporation in Arizona and unless the State Statute says something to the affect of, "Unless otherwise provided in the articles of incorporation or bylaws," the State Statutes rule over your bylaws! Hopefully someone who knows more than me will chime in and set the record straight?