Shmuel Gerber

On 5/16/2023 at 9:50 PM, Guest CLD said:

Well it was on the agenda (the ending time was). The agenda was set by an executive committee, headed by the chairperson. The motion was brought by a different committee, but it was also on the agenda as the last item of the meeting.

If the agenda was adopted at the meeting, then the chair should announce when the time for adjournment has been reached. At that point a motion can be made to set aside the orders of the day (i.e. to not adjourn), or the chair can put the question on proceeding to adjourn, or a member can move to extend the time by a certain amount.

Any of these procedures requires a two-thirds vote in order not to adjourn. If there is no such vote, then the chair declares the meeting adjourned.

However, if the agenda was not adopted at the meeting, then it has no effect on when the meeting ends (unless your organization has a special rule giving it such force).

Also, under the rules in RONR, there is no speakers list that has to be gone through; members are recognized one at a time as they obtain the floor. Even in a large meeting where speakers may line up at a microphone, members who are lined up have no special claim when debate is closed or the meeting is set to end. 

On 5/16/2023 at 4:44 PM, Guest CLD said:

We came to end of our scheduled meeting time, with several people still on the list.

How and by whom was the end time of the meeting scheduled?

On 5/14/2023 at 9:44 PM, Guest Jeffrey said:

For example, if I were to make an amendment to "creating a hotdog stand," amending it to be "creating a hotdog factory," could a member object to the consideration of that question, or would it be disallowed due to it being a subsidiary motion and not an original main motion?

An individual member cannot "make an amendment", but can move to amend a pending main motion in a particular way. Such a motion to Amend is a subsidiary motion and is not subject to an Objection to Consideration. 

On 5/14/2023 at 9:45 PM, Guest AaronT said:

I’m reading through the full book for the first time and no one I have asked can tell me why the abbreviation is RONR instead of RRNR. What does the RO stand for? Abbreviation of Robert? Roberts rules Of order? roberts Rules of Order?

Basic question I know, but it doesn’t make sense to me and I’d like to know.

The letters in RONR stand for "Rules [of] Order Newly Revised".

On 5/3/2023 at 10:32 AM, Caryn Ann Harlos said:

I thought I responded to that question.. I think it got lost in the thread merge.

 

It matters as a committee member made a proposal.  Another member raised a point of order that it was a revision and the committee was not authorized to do a revision.  The original member clapped back that:

1.  It was not a revision

2.  Even if it is a revision, the committee is inferred to have that authority, no specific authorization is needed for reasons I laid out above

 

Does that help?

I think the text cited by Mr. Mervosh answers your question:

On 5/3/2023 at 9:47 AM, George Mervosh said:

The last sentence in 57:5 and n2 may be of help in answering your question.

"Consideration of a revision of the bylaws is in order only when prepared by a committee that has been properly authorized to draft it either by the membership or by an executive board that has the power to refer such matters to a committee."

"A proposal to substitute a new set of bylaws that is submitted by anyone other than such an authorized committee is not improper, but it is not treated as a general revision. In such a case, only changes within the scope of those contained in the substitute can be considered, as described in the previous paragraph (57:4)."

So, assuming the committee is not authorized to propose a revision, it can still propose a substitute for the existing bylaws.

Normally the rule would then be that "Portions of the substitute which remain as in the existing version cannot be amended, since they involve areas for which no notice of proposed change was given." (57:4)

However, you say that no notice of bylaw amendments is required. It seems to me that in such a case, it would be possible to offer primary and secondary amendments to the proposed substitute bylaws (or, more precisely, to the main motion to adopt the substitute in lieu of the current bylaws), assuming such amendments are germane under the rules given in paragraphs 12:16ff.

Why does it matter whether this is a revision or not? 

On 4/9/2023 at 3:04 PM, Gary Novosielski said:

I doubt it.  One of mine was too. 

It was the one where I posted the link to the archive copy of PL.  I assumed that the software treats links to outside web sides with some suspicion.  

You are correct. Posts with links are held for moderator approval. 

On 3/31/2023 at 12:12 PM, Guest Mr Speaker said:

I am the presiding officer of a mock government. One concern that has come up in my chamber is that one of my delegates is transgender and someone continues to misgender them intentionally during debate, while addressing the floor. Is this behavior against Robert’s rules?

Not specifically, but you should review RONR (12th ed.) 3:12, 4:30, and 43:21 to 43:23.

On 3/22/2023 at 3:35 PM, Guest Ken Hatcher said:

If the annual meeting adjourns sine die, not to meet again for another 12 months, can the Board arrogate to itself, sua sponte, the authority to correct, if necessary, and to approve the secretary's draft? Or, do the minutes remain as a draft during the 12-month interim?

It may be that the board will justify approving the minutes via argumentum ab inconvenienti and pro bono publico, but RONR gives the board no such authority, even if the minutes were taken by a secretary pro tempore. 

On 3/15/2023 at 11:06 AM, Atul Kapur said:

BTW, it sounds like you, the attorney, or both believe that RONR requires the adoption of an agenda at the beginning of every meeting.

It does not.

On 3/16/2023 at 4:11 PM, Shmuel Gerber said:

But RONR does require that if an agenda is to be binding on the assembly, it must first be adopted

On 3/16/2023 at 6:57 PM, Atul Kapur said:

I do not believe that what I said conflicts with the sections that you have quoted (which I am reading as implied by your use of the word "but").

I was simply pointing out that if an assembly is going to be bound by an agenda for the meeting, then under the rules in RONR that agenda would need to be adopted (or the agenda must solely reflect a preexisting applicable order of business). If there is no agenda, or if the agenda is not to be binding, then no agenda needs to be adopted. Simply saying that RONR does not require the adoption of an agenda at the beginning of every meeting is not incorrect if understood properly, but it does not tell the whole story.

On 3/16/2023 at 4:10 PM, Josh Martin said:

I think there is a reasonable argument for "becomes necessary to act on" and "inconvenient or unnecessary" being interpreted quite broadly.

Even so, there is still the problem that the article on bylaw amendments has specific requirements for amending the bylaws, so I don't think a more general provision allowing voting by mail can be applied. 

On 3/16/2023 at 4:10 PM, Josh Martin said:

But to the extent that the rule pertaining to mail-in voting is applicable to bylaw amendments, certainly this requirement must be modified in some manner, since "two-thirds vote of members present in person or by proxy" has no meaningful application in a vote by mail.

This is just a further demonstration, in my opinion, that the mail voting requirements have no application to bylaw amendments. The mail voting requirement is "In any Association meeting or mail vote of the membership, decision on each question or proposal shall, unless otherwise required by law or stipulated in these Bylaws, be by majority vote of members present at the meeting in person or by proxy or of members voting by mail."

The bylaws have a different requirement in the case of bylaw amendments. In order to allow the amendment to be adopted by mail, the reasoning would have to go something like this: If this were taking place in person it would require two thirds of the members present; but this is a mail vote, and if it were some other item of business, it would require a majority of the members voting by mail; ergo, it requires two thirds of the members voting by mail."

I don't agree that this can be taken as what bylaws say. However, I have not read these bylaws, and in addition there appear to be legal requirements, so all of this is just speculation and not really relevant to understanding the rules in RONR.

On 3/15/2023 at 11:06 AM, Atul Kapur said:

BTW, it sounds like you, the attorney, or both believe that RONR requires the adoption of an agenda at the beginning of every meeting.

 

It does not.

But RONR does require that if an agenda is to be binding on the assembly, it must first be adopted: 

"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).

"41:62    Agenda Provided in Advance. In some organizations, it is customary to send each member, in advance of a meeting, an order of business or agenda, with some indication of the matters to be considered under each heading. Such an agenda is often provided for information only, with no intention or practice of submitting it for adoption. Unless a precirculated agenda is formally adopted at the session to which it applies, it is not binding as to detail or order of consideration, other than as it lists preexisting orders of the day (41:40ff.) or conforms to the standard order of business (3:16, 41:5ff.) or an order of business prescribed by the rules of the organization (2:16, 3:16)."

On 3/14/2023 at 9:03 AM, Guest Cathy Guest said:

3. Our Certificate of Incorporation says about Bylaws voting: 

To make and adopt by-laws, by two-thirds (2/3) majority vote, containing rules for the administration, government, suspension, and expulsion of its members; the imposition of fines and penalties not exceeding the sum of Twenty-five Dollars ($25.00); the levying of assessments or dues to further the purposes and objects of the corporation; the election of its officers and board of management and defining their property and funds; and for the voluntary dissolution of corporation, not inconsistent with the laws of the State of Connecticut or the United States of America.

You're missing the main part of the provision — what entity or persons are being given this power? In any event, this is about making bylaws on specific subjects, not about revising the bylaws adopted by the membership.

On 3/14/2023 at 9:03 AM, Guest Cathy Guest said:

These Bylaws may be amended by two-thirds vote of members present in person or by proxy at any Association meeting at which a quorum is present, provided that advance notice of at least 10 days of the amendment proposal has been given to each Association member.

On 3/14/2023 at 1:17 PM, Josh Martin said:

On 3/14/2023 at 9:03 AM, Guest Cathy Guest said:

How many votes do they need to pass this?

2/3 of the votes cast.

It's not clear to me that two-thirds of the votes cast is sufficient when the requirement is "two-thirds vote of members present in person or by proxy". In fact, my assumption is that two-thirds of the members present (in person or by proxy) is required.

On 3/14/2023 at 9:03 AM, Guest Cathy Guest said:

2. It also talks about mail voting vs. voting at a meeting. I assume we have to do a mail vote for the Bylaws in order to include all members, even if the Bylaws say the voting takes place in person:

"Section 7. If it becomes necessary for the Association membership to act on any matter of business, and if, in the judgment of the Board, an Association meeting would be inconvenient or unnecessary, a mail vote of members may be taken, provided that each member be fully informed of the details of the proposed matter of business. Decision may be reached only by return of ballots by not less than one-third of all Association members within the time stipulated by the Board and stated in the mail-vote notice.

I see no reason to "assume we have to do a mail vote for the Bylaws in order to include all members, even if the Bylaws say the voting takes place in person". Just the opposite: You must follow the procedures in the bylaws for amending the bylaws.

Even if there were some way to interpret section 7 as being able to supersede the article on bylaw amendments (and I don't think it is), it is a huge stretch to think that a bylaws revision is something that "becomes necessary to act on" and that a meeting could be dispensed with because it is "inconvenient or unnecessary".

On 3/14/2023 at 8:29 PM, Joshua Katz said:

On 3/14/2023 at 6:56 PM, Guest Cathy Guest said:

"Bylaws may be amended by two-thirds vote of members present in person or by proxy at any Association meeting at which a quorum is present..." or by mail if the Board feels appropriate. 

Why is that last part, which happens to be most important here, outside the quotes?

The wording is given in another topic, here.

On 3/16/2023 at 2:45 PM, Josh Martin said:

Supposing that the rule in question did, in fact, prohibit the board or executive committee from meeting in executive session, and the board or executive committee nonetheless met in executive session, my view is that the business conducted at the meeting would remain valid.

It might be worth noting that the rule posted in this topic refers to "closed session" and not "executive session". There may be a question whether these closed sessions are supposed to be secret.

On 3/14/2023 at 6:21 AM, Dan Honemann said:

 

But only if we are willing to overlook the very substantial differences between them.  🙂

Isn't it true that "when the assembly has previously adopted a specified time to adjourn and that time has been reached," it is necessarily the case that "a motion to adjourn has been adopted"? In the context of the original question of this thread, I think my original answer is correct (enough), although it does not specify the additional details mentioned by Mr. Merritt. 

On 3/13/2023 at 10:30 PM, Weldon Merritt said:

Or when the assembly has previously adopted a specified time to adjourn and that time has been reached. In that instance, however, the assembly may decide not to adjourn by adopting a motion to extend the time of the meeting, by a two-thirds vote.

True, although we can imagine that was included when I said "or a motion to adjourn has been adopted". 🙂

On 3/13/2023 at 10:28 PM, ttraider88 said:

Is there a specific rule that can be cited to the member asking?

See RONR (12th ed.) 8:9-10, 21:12, 21:14-15, and 47:7(11).

On 3/13/2023 at 9:42 PM, ttraider88 said:

At our last booster meeting, a member mentioned that is the members who adjourn the meetings not the President.  Is there a specific rule about who closes meetings?  I did see in 6:12(4) that a member can close the meeting by moving to adjourn even with business pending.  Our assembly has fixed, regular monthly meeting dates that are announced at the beginning of the school year.  What reason would a member want to close a meeting with business pending?  I'm trying to understand why that was even brought up.  The President has always adjourned the meetings.

The presiding officer exclusively has the duty of declaring the meeting adjourned, but has the authority to do so only when the business of the meeting has ended or a motion to adjourn has been adopted (or, as J. J. mentioned, in case of an extreme emergency).

On 3/9/2023 at 4:20 PM, Guest Harley said:

I am new to Roberts rules so forgive my ignorance. Also this is a very specific question. Can you make a motion between the adjournment of one meeting and the call to order of the next meeting? If you can, does a quorum need to be present for the motion to be valid?

It may be possible to call a special meeting for the purpose of considering the new motion.

On 3/8/2023 at 12:51 PM, Guest Dusty Christopherson said:

Local Fire District here, at our last meeting, a Board Member made a motion (with a second) to consider an item removing a Board Member on our next public meeting. Our Bylaws require 2 people to support an item on an agenda without the Chairperson's approval. I am a local fire district so we do have to follow local open meeting laws (sunshine laws). Our Chairperson has called an executive session and then a regular session to discuss this particular item in advance of our next regularly scheduled public meeting, where the topic was supposed to go to be heard. I understand I need to place this item on our next scheduled public meeting as well since it was noticed to the public at our last public meeting.

Is there a special way to handle the motion if the Board takes care of it at their special meeting called in advance of the next regularly scheduled meeting? Is there special language or a process relating to muteness? or I saw that a member can object to considering this item if they want to, but is there something that says this item is no longer required? A motion to delete or something similar?

It seems your board is operating in a thicket of special rules and public laws, so I don't think we'll be able to answer your questions by referring to Robert's Rules.

But you should double check your bylaws and laws for provisions relating to removing a board member. It is possible this is not something that needs to involve a public hearing, and there may be other specific rules that apply. 

On 2/24/2023 at 2:40 PM, Shmuel Gerber said:

when a section of the bylaws and the amendments are approved

You can't approve one section of the bylaws. The bylaws as a whole remain in effect at all times, and any amendments go into effect either when they are adopted (if adopted without a proviso as to when the changes go into effect) or when specified by a properly adopted proviso (if any).

On 2/24/2023 at 2:24 PM, Trish said:

My question is on Bylaws Amendments.  We are currently reviewing our entire  bylaws.  Due to the length of the bylaws, the committee would like to present and vote during a few months of general meetings.  The question is:  when a section of the bylaws and the amendments are approved, does the amendment(s) take affect at the time of the vote; OR can it be designated to be effective at the beginning of the new year?  

 

Thank you for your time to answer my question.

 

Trish

57:15    "An amendment to the bylaws goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion. While the amendment is pending, a motion can be made to amend the enacting words of the motion to amend by adding a clause such as this: “… with the proviso that [or, “… provided, however, that”] this amendment shall not go into effect until after the close of this annual meeting.” Or, while the amendment is pending, an incidental motion can be adopted that, in the event of the amendment's adoption, it shall not take effect until a specified time. Either method requires only a majority vote. … If the mechanics of transition to operation under a revised set of bylaws will be complicated in ways for which the act of adoption must provide temporarily, such provisions can be numbered and attached to the revision draft on a separate sheet headed “Provisos Relating to Transition.” The motion to adopt the revision can then be made in this form: “I move the adoption of the revised bylaws with the provisos attached thereto.”"

On 2/23/2023 at 8:38 AM, Guest Ralph said:

I understand that the minutes record only the decisions, not the discussions. But some of our points of order don't make sense unless the reader can see what the point of order was about. For example:

"Member B made a point of order that Member A should be allowed to speak."

if this sentence is by itself it doesn't make sense, so does the secretary include what happened before the point of order was made? Something like:

"The Chair told Member A and said he was off-topic. Member B made a point of order that Member A should be allowed to speak". ?

Also, if the Chair doesn't respond to the point of order but concedes to it, how is this recorded? (In this case, he allowed member B to speak after the point of order was made).

 

It seems to me that an appeal would have been more appropriate than a point of order in this case. But anyhow, I agree that the minutes should include enough information to show what the issue involved was, including what the motion was and what type of remarks in debate was considered germane (or not germane) to it.