Shmuel Gerber

28 minutes ago, Hieu H. Huynh said:

Why wouldn't rescinding this rule require a two-thirds vote with previous notice or a vote of a majority of the entire membership?

Because my brain must have been in AutoComplete mode when I typed that. Thanks for pointing out my mistake!

On 11/17/2016 at 10:44 AM, Dottie said:

We have moved and chosen a date to go non-smoking in our club. This has gone back and forth from attempting to rescind it, to finally amending it and choosing the date. In order for this to not be brought up at every meeting here out, is it appropriate to move that it not be brought up again for two years?

6 hours ago, Daniel H. Honemann said:

I don't know what you mean by "thanks to his wisdom, you either always have a way out or no way out", but in any event, I don't think you have really given enough thought to what it is that you want to accomplish. My guess is that just about all of the members of your club, if they think much about it, will agree that it would be a very bad idea to adopt any rule which could not thereafter be rescinded or amended at all, no matter what. 

I think it's fairly plain that Dottie would like to move the adoption of a rule that no motion regarding the club's smoking policy shall be in order for the next two years. Whether such a rule is appropriate from a political/sociological perspective is open to debate, but why does anyone think it is inappropriate in terms of parliamentary procedure?

Although such a rule is very narrow in scope, it would operate much the same way as any other rule of order. It wouldn't prevent the club from changing a substantive decision if it really wanted to, but it would provide greater stability than if there were no rule, in this case requiring some action to be taken by the assembly itself before the subject could even be introduced. That is, before a motion to rescind or amend the smoking policy could be made, a two-thirds vote on a motion to Suspend the Rules would be required. Or the rule of order itself would have to be rescinded, which would also require a two-thirds vote, a majority vote with previous notice require previous notice and a two-thirds vote, or the vote of a majority of the entire membership.

And Gary Tesser is correct about the debate on a motion to rescind the rule:

15 hours ago, Gary c Tesser said:

But debate, to be germane, would (somehow, trickily I think) be restricted to whether the rule should be rescinded, disallowing discussion of allowing smoking.

But, going back to the political question, of course Gary Novosielski might also be right:

On 11/17/2016 at 3:30 PM, Gary Novosielski said:

it's usually much easier to simply and [swiftly] defeat an unpopular motion than it is to invent complicated ways of preventing it from being brought up.

I can state without equivocation that, as far as the rules of RONR are concerned, "a majority of the members of the board" (or "committee") means a majority of the members of the board (or committee), no matter what Kiefer Sutherland / Tom Kirkman / Jack Bauer might say about it. (Although Jack has some unique methods of persuasion, so I wouldn't want to argue about it with him.)

On 10/3/2016 at 5:10 PM, Richard Brown said:

Because post # 2 by you was a "coulda, shoulda, woulda" and we are already past that.  They screwed up.  Our poster wants to know what to do now that they didn't do it like they should have.  Your suggestion to have the "new crew" appoint a committee to draft and approve new ones can be done only if there is an intervening board meeting... which really isn't necessary because the outgoing secretary (or any other member) can prepare the minutes and have them at the first board meeting of the "new crew" for approval.  Your method requires two board meetings before the board gets an approved set of minutes.  My suggestion lets them have approved minutes at the next meeting... no intervening meeting necessary.   Either method will work, though.

Richard,

Nobody said anything about drafting new minutes until you raised the point. Presumably, the secretary already drafted the minutes in time for the next board meeting, and Mr. M. simply stated that as an alternative to directly approving the minutes of the previously constituted board, which the OP seemed to think presents a problem, the new board can appoint a committee (which would most logically be composed of members who were present at the previous meeting) to approve them.

1 hour ago, jstackpo said:

See pages 209ff. & 671ff.

The index is quite large, I'm not sure it helps to supply it as if referring to a section in the book.

And see FAQ 12 and FAQ 13.

Other than what is mentioned in the topic that can be found here, does anyone know of typographical errors (misspelled entries, wrong page numbers, or the like) in the index of RONR?

Zev points out a typo on page 320. See here.

D.Llama,

I suggest that you read your own words that I quoted, which my reply was in response to. You quoted a statement from RONR and then asked, "Is that statement correct- do you know - is that accurate ?"

Now, instead of engaging with the specific question that I posed in response, you are talking about a bunch of other things, including the role of the parliamentarian, and whether the rule is "sound" or "should be eclipsed by a special" [rule of order, I assume].

So, I'll ask again: If the assembly adopted the motion "that we accept the report of the auditors and hereby relieve the treasurer of responsibility for the period covered by the report for fiscal year 2015, except in the case of fraud," would you start turning to financial experts to ask if it was really true that such a motion relieves the treasurer of responsibility for the stated period (except in the case of fraud)? If not, then why do you have difficulty accepting at face value the statement in RONR that the assembly's adoption of the auditors' report accomplishes the same thing, at the very least by virtue of the simple fact that RONR says that's what it does?

And yes, I agree with potzbie: Nothing in RONR gives an organization the right to act on behalf of third parties to relieve an officer of that officer's responsibility with respect to those third parties.

On 3/18/2016 at 7:14 PM, Guest said:

. . . But here is the difficult part for me :   

RONR  p. 479-480 ,  line 35- onwards  :

"The adoption of the auditor's report has the effect of reliveing the treasurer of responsibility  for the period covered by his report , except in the case of fraud".

Is that statement correct- do you know - is that accurate ?. Would the treasurer then be relived of responsibility for the " Books " and errors in the "Books ". The best I can say myself  is that I do not  know- really- if its true or not true. . . .

D. Llama  

I find this line of questioning a bit puzzling. RONR, which presumably has been adopted by the organization, explicitly states that adoption of the auditors' report has a particular effect. How could it not be true that the motion then has that effect? If the assembly adopted the motion "that we accept the report of the auditors and hereby relieve the treasurer of responsibility for the period covered by the report for fiscal year 2015, except in the case of fraud," would you start turning to financial experts to ask if it was really true that such a motion relieves the treasurer of responsibility for the stated period (except in the case of fraud)?

11 hours ago, D.Llama said:

RONR refers to the need for the adoption of the auditors report . Where did this come from in a historical context and is it in any way - current ?  . This appears  to concern issues of potential liability and   shielding from liability . Is this not a  matter  that  only  experts in law and accounting  are experienced enough to make or determine  (?)- that is -that the auditors report needs to be adopted by vote of the assembly . Today I spoke to a CFO of a major corporation and he indicated that such a motion before corporate owners ,at the Annual General Meeting - is an unknown . Does anyone have a fix on this ? Thank-you . 

All of the rules in RONR are not only current but indeed timeless (at least until the next edition is published).

RONR (11th ed.) says, "[In] a stock corporation, although the board of directors is elected by stockholders who hold an annual meeting, it constitutes the highest authority in the management of the corporation" (p. 9, ll.-14) and that "the board [in an organized society] has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it. . . . It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business" (pp. 482-483).

It should therefore come as no surprise to hear an assertion from the chief financial officer of a major corporation that a motion at the annual meeting of stockholders to accept the auditors' report is unknown. I'm not saying that his statement is accurate, and I don't know what the actual practice is at most corporations, but it is in no way at odds with the rules in RONR to leave such matters to the board of the corporation, rather than the owners.

23 minutes ago, potzbie said:

Try this.

"There is no 'renewing' as its own separate parliamentary action, but only in the dictionary sense of "to attempt again".

I tried it, and I don't like it.

Renewing a motion has a defined meaning meaning under parliamentary law. Try this:

On 3/9/2016 at 0:49 PM, Gary Novosielski said:

There is no motion To Renew.  In order to renew a failed motion, you simply move it again at any future meeting.

On 3/9/2016 at 0:46 PM, potzbie said:

There is no "renewing".

22 hours ago, potzbie said:

<< excerpt, page 337 >>

1) No motion can be renewed during the same session . . .

2) Any motion that is still applicable can be renewed at any later session, . . .

Umm, so it looks like there is (yes) renewing, after all.

3 hours ago, Mrs. Comfort said:

1. Is the principle that “only a two-thirds vote can rightfully supress a main question without allowing free debate” a fundamental principle of parliamentary law?

2. If it is not a fundamental principle, why does it appear in the index on page 688 under “fundamental principles”? In the alternative, if is a fundamental principle, why is it called a “basic principle” on page 216?

 3. Finally, can anyone distinguish “fundamental principles” from “basic principles” of parliamentary law by providing a definition of both?

My answers are

1. No (or at least RONR doesn't say so).

2. Because someone looking in the index for "fundamental principles" might have been seeking "basic principles" as well.

3. As far as the rules in RONR are concerned, any "rule that embodies a fundamental principle of parliamentary law" cannot be suspended (cf. p. 263), and it is never too late to raise a point of order regarding any "action taken in violation of a fundamental principle of parliamentary law", since such action is null and void (cf. p. 251). There is no need to be over-concerned with exactly what a "basic principle" is, since there is no practical difference whether something is or is not a basic principle.

On 1/25/2016 at 8:20 PM, Hieu H. Huynh said:

In the 11th edition:

On page 618, line 34, the reference "p. 607, ll. 18-21" doesn't seem to be related to "the seating of delegates and alternates" from the previous line. Should it be some other reference?

On 1/26/2016 at 8:19 PM, Ann Rempel, PRP, CPP-T said:

Perhaps the reference should be p. 607, ll. 24-29.

Page 607, ll. 18-21, in which RONR states, "The work of organizing and preparing for a convention normally . . . involves many committees, under the general direction of the officers and the board of the association" is indeed one of the intended references in relation to the rule on page 618 that "Until the proposed standing rules are adopted, the convention is governed by the rules in the organization's parliamentary authority."

The placement of that reference next to the phrase "such as those concerning the seating of delegates and alternates" was perhaps inartful drafting, but I wouldn't call it a typographical error.

On 1/19/2016 at 0:33 PM, Hieu H. Huynh said:

How about this one from the In Brief book:

At the bottom of page 48 of RONRIB, the last word in the box is "resolution". Should it be "motion" instead?

Probably it should.

Unfortunately, there are quite a few mistakes in RONRIB, although this one was not yet on our list!

Note: The previous replies in this topic were split off from here: http://robertsrules.forumflash.com/index.php?/topic/25927-must-shall-should-may-c/#comment-146994

Please feel free to point out additional errors in new posts below.

Under RONR, "the delegate has the duty...to be prepared on returning from the convention to present to his unit an information report of what transpired" (p. 605, l. 23ff).  The unit meets monthly and follows the RONR standard order of business ("MRS SUN"). Under what category of business do the delegates report?

Who says that the delegates actually get to present their report? Maybe we just want to make sure they are prepared to present an information report, to ensure that they don't fall asleep at the convention.

Wouldn't that fact (the lack of a second) be moot once the motion to "table" the approval of the budget was adopted?

What is your understanding of the current status of the "ta(bling" of the motion to approve the budget? Is it different from my analysis? If so, in what way?

I prefer not to speculate about such things. Robert's Rules is more about how to guide the assembly so the meeting doesn't get derailed than about how to pick up the pieces from a flaming wreck. :-)

This sounds as much (or more) like a political issue than a parliamentary one.

 

From a parliamentary standpoint, the motion that was made "to table" the budget to Sept 28 should have been a motion "to postpone definitely" (or "to a definite time") rather than as a motion "to table" and should have been treated as such.  There is actually no such thing as a motion "to table".  The correct name of that motion is to "lay on the table".   It's purpose is to lay something aside temporarily in order to reach something more pressing and then to take it back up again once the pressing business is disposed of, usually at the same meeting.   It is frequently misused as it was in your meeting.

 

However, even if the chair treated it as a motion to lay on the table and it was adopted as such, it was, in essence, postponed until the next meeting (session).  A matter laid on the table can be taken from the table either at the same meeting session or at the next meeting session.  So, once the meeting adjourned, it was effectively postponed until the next meeting.

 

There's a big caveat, though:  It does not come up automatically at the next meeting, but there must be a motion to "take from the table" in order to take it up.  If it is not taken from the table by the end of your next meeting, it dies.

 

See sections 17 and 34 in RONR for more information on the motions to "lay on the table" and "take from the table".

 

Edited to add:   Because of your statement that the budget was the last item on the agenda and there was no other pressing business to take up, I suspect you already know that the motion "to table" was misused.  The chair should have inquired as to the intent of the member who made the incorrect motion and then ruled it out of order if told that the purpose was to postpone it until the next meeting or to kill it.   But, since that didn't happen, it is my opinion that it was adopted as a motion  "to lay on the table" and can be taken from the table at the next meeting.   Others may believe that it should be treated as a motion to postpone until the next meeting.  As a practical matter, I don't think it makes any difference as long as it does in fact get taken from the table at the next meeting.  Stay tuned for other comments.

You seem to be ignoring the original poster's mention that the motion to approve the budget was not seconded. This fact would be notable only if the board of commissioners (or whatever this body is called) requires motions to be seconded, in which case the chair should have announced there was no second, and that the motion to approve has died for that reason, before entertaining any other motions.

Perhaps you meant to say "change censure to commend"?

Or perhaps after being punched with a beer bottle, the member needs some amending.

....

Within the last few weeks I learned our organization must abide by other regulations. In NYS, not-for-profit organizations have to abide by "Not-for-profit Corporation" regulations. These regulations dictate many things, such as quorums, whistleblower requirements, conflict of interest policies, mergers, consolidations, finances, and many other details. Many of the regulations allow the organization's By-Laws to supersede the state regulations.

 

The page with information on these regulations can be found at:

 

http://public.leginfo.state.ny.us/lawssrch.cgi?NVLWO:

(On the page, scroll down to "NPC  Not-For-Profit Corporation")

 

FYI... On the page with the Not-For-Profit Corporation regulations, "Article 1, Section 102. Definitions" states the following:

(6-a) "Entire board" means the total number of directors  entitled  to vote which the corporation would have if there were no vacancies. If the by-laws of the  corporation  provide that the board shall consist of a fixed number of directors, then the "entire board" shall consist of that number of directors. If the by-laws of any corporation provide that  the board  may  consist  of  a range between a minimum and maximum number of directors, then the "entire  board"  shall  consist  of  the  number  of directors  within  such  range that were elected as of the most recently held election of directors.

....

 

We can't interpret statutes here on the RONR forum, but a definition of "entire board" doesn't tell you anything by itself. It must be read in combination with some other provision (such as a quorum requirement) that actually uses that term.

Since you are interested in filling vacancies in the board of directors, I suggest that you look for a relevant statutory provision regarding the filling of vacancies in the board of directors.

The topic title says it all. Click here.

And, lest there be any further misunderstanding (and as indicated by his status popup on the message board), Mr. Honemann is still an author of the current editions of RONR and RONRIB, and there ain't nothin' he can do to change that.

Note: This discussion has now been split off from an earlier topic.