JustinPappano

On 1/5/2022 at 2:03 PM, Josh Martin said:

Some organizations, particularly public bodies and HOAs, are subject to state statutes governing the use of executive session, among other things. Such laws are often referred to as "open meeting laws." If this organization is subject to such a statute, then it would certainly be prudent to review it.

Agreeing with Mr. Martin, if there are overarching legislative requirements they obviously must be followed. 

On 1/5/2022 at 1:54 PM, Tomm said:

Although 9:24 doesn't stipulate specific reasons why and when a meeting may go into executive session, this seems to be (IMHO) an inappropriate use of executive session

I disagree with this view. Of course, if there are higher rules then that is a whole other matter; barring that, the Assembly may go into Executive Session for whatever reason they want, it is their privilege. RONR is clear that a motion to go into executive session is a question of the privileges of the assembly (19:7).

There are several options to prevent non-members from being present for part of or the full duration of the meeting:

• A majority vote of the Board may restrict the presence of non-members by a motion to that affect (this motion is a question of privilege)(9:25/61:7)
• A ruling of the Chair in cases of disorder by non-members (doubtful in this case) (61:7)
• Adoption of a rule by the board on the subject (61:7)
• A majority vote of the Board may adopt a motion to go into executive session (which would mean anything that occurs during the executive session is secret) (9:24)

On 1/4/2022 at 11:18 PM, Guest Helen said:

but not members of the board

This peaks my interest. Am I correct that members of this body are not receiving notice that a meeting is occurring? If so, that may be a breach of RONR (9:2) and probably of your bylaws as well. If this is the case, the breach is most likely in the nature of a continuing breach (23:6) and the actions at such a meeting are null and void. It is a violation of the basic rights of the individual members to deny any particular member the right to attend meetings (25:11).  

What do your bylaws say about meetings? Anything about notice?

On 1/2/2022 at 3:15 PM, PresidentM said:

but in a tone that explains the policy without being obnoxious and condescending. 

Bylaws are meant to be concise, clear, and interpretable in only one way. Bylaws are the rules of the organization not the explanation of said rules to the reader. 

It seems clear to me that you have your wording: 

On 1/2/2022 at 3:15 PM, PresidentM said:

we are looking to prohibit screen recording and sharing on non-member forums

Under an appropriate section, the above can easily be a clause such as, "The recording of meetings shall be prohibited." If you want to record them but only prevent screen recording you can insert 'screen' before 'recording'. This clause is by no means the only one nor a canned one. The standard bylaw given in RONR are very good but there is no such thing as a canned bylaw clause for every situation.

I would contend that there are only a few situations where a standard clause is almost never going to change; every organization is different. 

On 1/2/2022 at 3:15 PM, PresidentM said:

sharing on non-member forums

This clause needs more clarification though, what is being shared? It is an unclear antecedent. If the screen recordings being shared are prohibited the ban on them occurring seems to be more than enough in my eyes, unless you have a better reason than I can imagine. 

 

On 1/2/2022 at 1:49 PM, Guest Mohammad Ali said:

Essentially, any guidance on the working of such a committee. 

I think you may find guidance in XVIII of Robert's Rules of Order Newly Revised, if that is your parliamentary authority.

In particular you should review Section 57 in full, in that section RONR explains the process for bylaw amendments and revisions. In this case, it seems like you are proposing a revision. It should be noted that a revision is considered seriatim (clause by clause) then there is a final vote on the bylaws as a whole. 

On 12/17/2021 at 10:54 AM, Guest Don Lubberts said:

Ontario Corporations Act, R.S.O.

Hi Don, I notice that your incorporating authority is the OCA I am the President of the Ontario Association of Parliamentarians (OAP), if you want to learn more about parliamentary procedure we at the OAP and here on the forum can help, if you want to connect, email the OAP email: president (at) parliamentarians.ca 

Best of luck with your situation!

On 12/17/2021 at 9:03 AM, Richard Brown said:

some state corporation codes do provide that once a quorum is established at a Board of Directors meeting the board may continue to conduct business despite the subsequent loss of a quorum.

Interesting. I have always found such rules baffling. The idea that hypothetically seven show up to a meeting (exactly a quorum) and then by the end of the meeting two people are making decisions for everyone. It does not seem logical to me. 

Has anyone else read the aforementioned?

The author attempts to establish a parliamentary authority that is not 'complex' or 'arcane.' He goes on to state, "Rules of parliamentary procedure stemming from Robert’s Rules are neither appropriate nor applicable to the corporate or nonprofit business meeting" (xiv). Which I found fun... He really seems to have a bone to pick with rules he deems unneeded and cumbersome, although he does not provide for a limit on debate unless a motion is adopted for that purpose. 

Does anyone know why (or wish to guess why) people (mostly lawyers from my point of view) who write books such as these all insist that the Chair should rule with just about unrestricted procedural power and somehow perpetual quorum is invariably enshrined as a rule?

What other 'parliamentary authorities' such as this one exist? (I know my fellow Canadians will bring up our favourite parliamentary authority...)

Your thoughts?

On 12/16/2021 at 11:09 PM, Atul Kapur said:

Based on the limited information provided, it seems as if the person can resign from the office of president and continue as a director

Agreeing with Dr. Kapur, it seems to me that, barring additional rules we are unaware of, that the offices of President and Director are independent from each other. 

My assumption, dependant on your rules, is that when the board accepts the resignation of the President that the VP would usually assume the Presidency and the former president in this case can remain in their original elected position of director. 

RONR states, "In organizations with employees, the assembly or the board can give instructions to an employee in the form of an order..."

Does this preclude the the assembly or the board giving instructions to an officer who is not an employee in the form of an order?

E.g. "Ordered, that the secretary mail a letter to Mr. X" Is this motion permissible if the Secretary is not an employee?

Would a better form of that motion be: "Resolved, that the secretary mail a letter to Mr. X" ?

I think the word can is of note in this case.

Thoughts?

1 hour ago, Weldon Merritt said:

So I suspect there are chapters that still use RONR

I know that the Virginia Schlotzhauer, District of Columbia Chapter American Institute of Parliamentarians bylaws I read in the fall still use RONR!

Suppose a Board (whose parliamentary authority is RONR) of 20 has a meeting via an electronic format that is approved by the bylaws and other special rules as needed. 

The quorum for said Board is a majority of the membership (11 is a majority of 20 members in this case) 

Let's also suppose that 11 of the members are attending electronically, and they cannot be seen visually by the other members in attendance. 

Suppose a member, knowing that another member in the meeting has left to go shopping and is not on their computer at that moment, raises a point of order (in accordance with 40:12) citing 3:3 and 40:1 that, "As indicated in 3:3, a quorum in an assembly is the number of members (see definition 1:4) who must be present in order that business can be validly transacted." (40:1). 

How does the Chairman rule? Does the Chairman have an obligation to verify if the member is there? Further, does the ruling of the Chairman change if they know that the person is shopping? Also, is any business transacted prior to the point of order null and void by 40:12 or is this not clear and convincing proof? 

I think the core of my line of question is what does it mean to be 'present' at a meeting held electronically if it is not defined in any rules regarding electronic meetings. 

Thanks in advance for your thought. 

1 hour ago, Josh Martin said:

I am not entirely certain, however, why an assembly would do all this, which makes me wonder if the assembly is doing this because of other customized rules in play that I don't know about.

25 minutes ago, Richard Brown said:

I, too, am wondering why the assembly wants to do this.

There is a specific reason for this procedure which creates this dilemma, although I will not bore the members of the forum with the 'why'. 

Just now, Josh Martin said:

Can you clarify what exactly it is you mean by this?

Of course. Could a Committee of the Whole meet outside of a meeting of the Assembly? As in, an assembly would rather convey a Committee of the Whole to make a recommendation at the next meeting rather than doing it during a meeting. Is this allowed? 

Can an Assembly have a meeting of the Committee of the Whole outside of a meeting of the Assembly?

Hi all,

Am I correct in my interpretation of 25:3 that if an assembly has a Special Rule of Order stating, "All members shall have two opportunities to speak on each question for no more than 9 minutes per speech per day" and that if that assembly adopts a motion to Limit or Extend Limits of debate to a time that is contrary to their Special Rule of Order, that motion is effectively the motion to Suspend the Rules and in order?

Am I also correct that it does not require a higher threshold than a 2/3 vote as per #92 in the tinted pages?

Thank you all in advance. 

1 minute ago, Josh Martin said:

It's a majority (more than half) of the current members of the board, not the number of positions

Just now, Atul Kapur said:

The general response on this forum has been that it refers to the current members of the board, unless it specifies the number of positions.

Thank you, gentlemen! I presumed this to be the case, although I wanted to be sure. 

Hi all, a quick question about quorum that a friend of mine and myself were discussing. 

Suppose a bylaw clause states, "Section #. Quorum. A majority of the Board of Directors shall constitute a quorum." 

Suppose further that there are 20 members of the Board of Directors and that 15 of them resigned partway through their term for whatever reason (these resignations are accepted). 

Suppose the bylaw provision regarding vacancies on the Board is, "Section # Directors. A vacancy in a position of elected director shall be filled by the Board until the next General Meeting. No vacancy shall be filled in the period commencing thirty (30) days prior to a General Meeting."

Does the quorum of the Board of Directors remain at half of the members on Board or half of the positions? So if there are only 5 of the 20 members of the Board and the other 15 positions are vacant, is quorum a majority of the remaining five remaining members or the total 20 positions?

6 minutes ago, Daniel H. Honemann said:

There is also an issue here as to whether or not what has been done as a result of the vote taken in July is something that is impossible to undo.

Suppose this is the case, would a remedy for KTB's situation be to move the contracting of the individual anew if possible (and maybe pursue a censure or some other measure against the Board)? 

Just now, Rob Elsman said:

My opinion is the same.

Agreed. Thank you! This is a case where fix the time to which to adjourn would have come in handy. 

10 minutes ago, Rob Elsman said:

Without seeing the bylaw,

Let's for sake of discussion show the bylaw clause pertinent here:

"[the governing documents can be amended] by a two-thirds vote provided that notice of fourteen (14) days has been provided to all members of the Board of Directors"

Does this change anything? I don't think so, but I don't mind hearing everyone's opinion. 

5 minutes ago, Rob Elsman said:

this is a special meeting, not an adjourned meeting.

I am inclined to agree with you. Thank you!

Hi all, 

Suppose you have a meeting where you considering a motion that requires 7 days notice as per the bylaws. Further, suppose that this meeting is inquorate. The President then calls a special meeting with 4 days notice as required in the bylaws to consider that motion, is notice fulfilled? Or does the special meeting also have to be at least 7 days in advance?

Hi all, 

From what I am reading about Suspend The Rules, (25:1) it makes it clear that an assembly can use this motion, that I know; although, from what I have read, it seems that this is not something a committee can explicitly do (unless a special rule of order/bylaw clause states that they can of course). This is based from my reading, there is nothing to my knowledge that says it one way or another. 

So, can a committee move to suspend the rules? 

Thank you all in advance! 

17 minutes ago, Atul Kapur said:

Whoever has the authority to make the necessary preparations for the meeting, for example, rent the hall where it will be held (or the virtual hall), would almost certainly have the right to confirm that members are attending and non-members are not. Likely this will be the board or staff.

Dr. Kapur, do you think this would also apply in the case of requiring members to register in advance? For example, in the call stating that all members who wish to attend must register 48 hours prior to the start of the meeting, in your opinion, would this be covered by 61:6 or would it have to be in the nature of a special rule of order/bylaw clause?

Thank you Mr. Martin, you addressed all of my concerns.

54 minutes ago, Josh Martin said:

I'm not sure I understand the question. Is your concern that there are so many imposters that there are enough of them to prevent adoption of the rule? If not, I don't understand what is preventing the assembly from adopting this rule.

You addressed my concern here with the sentence, I was unsure how it would occur at its first instance. 
 

55 minutes ago, Josh Martin said:

Yes, I think the rule described here could only be adopted by the membership, unless the bylaws provide otherwise. It is quite common for large societies to grant extensive power to the board.

For my curiosity, what sort of bylaw language would authorize the Board to have such power? I have seen Boards that have the ability to amend their society's bylaws; therefore, even if they are unable to institute this on their own volition, I assume they can change the bylaws to reflect the language you kindly presented above? 

Thank you!