rbk

Our assistant secretary performed the secretary's duties at a recent meeting. When the assistant secretary writes the meeting minutes, should she sign them with the title "Assistant Secretary" or "Acting Secretary"?

Our Compliance Officer received a complaint involving our Code of Conduct. Our bylaws say that when that happens, the Compliance Officer "shall make a written determination as to whether the complaint is supported by good cause." If there is good cause, there is a hearing. Our bylaws are silent on what to do if the parties involved in the complaint reach a settlement before the good cause determination. In my view, as long as the Compliance Officer is in receipt of the complaint, the complaint needs to be processed (good cause determination, etc.). Our bylaws do not discuss what to do when there is, effectively, an "out of court settlement." What are the Compliance Officer's and complainant's options at this point?

On 2/15/2023 at 10:19 AM, J. J. said:

Adding to Mr. Honemann's answer, it is in order to postpone something scheduled in the bylaws to a future session, when that item is pending (14:12).  This is subject to the rules relating to Postpone To a Certain Time.  (It looks like you did follow those rules.)

Thank you for the citation.

Our bylaws require one of our officers to give an annual report in January. At the January meeting, said officer offered a motion that allowed him (only this year) to delay presenting his report until our February meeting. Even though the motion was out of order (it violated our bylaws), the chair allowed it, no one raised a point of order, and the motion was adopted by unanimous consent. The officer gave his report in February, per the adopted motion. Was there any harm in doing what we did? (Only a few of our members might have known, at the time the motion was offered, that it was out of order.)

On 2/6/2023 at 11:15 AM, rbk said:

Our bylaws are ambiguous about the composition of our society's Trial Board, which (to my knowledge) we never needed to assemble until now. It seems like your advice is to ask the society to decide the question, if practical, but the Board of Trustees can decide the question if necessary.

On 2/6/2023 at 2:40 PM, Josh Martin said:

Yes, I think that is a fair summary of my advice on this matter.

Can a member propose a resolution at a meeting such as "Resolved, That the Trial Board shall be composed of the president,..." that would clarify the society's bylaws? Is that how a society interprets its bylaws?

On 2/6/2023 at 10:00 AM, Josh Martin said:

I would note that questions like this are rather to difficult to answer in a vacuum. I assume there is a particular situation which gives rise to this question, and it may be helpful if we had additional facts.

Our bylaws are ambiguous about the composition of our society's Trial Board, which (to my knowledge) we never needed to assemble until now. It seems like your advice is to ask the society to decide the question, if practical, but the Board of Trustees can decide the question if necessary. What would happen if the Board of Trustees decides the question, the Trial Board begins its business, and the general membership disagrees with the Board of Trustees' interpretation of the bylaws?

On 2/6/2023 at 9:12 AM, Josh Martin said:

What do your bylaws say specifically in regard to amending the bylaws?

Amending our bylaws is a lengthy process that ultimately requires a 2/3 majority vote of all members. Should the society always interpret its bylaws unless it is impractical to do so, in which case the board can decide the question?

"Each society decides for itself the meaning of its bylaws." RONR (12th ed.) 56:68(1). Does our society's Board of Trustees ever have the authority to interpret our bylaws or is the interpretation always done by the whole society? Our bylaws give the Board of Trustees "ultimate control and managerial authority over the business of the Department and of the real, personal, and intangible property of the Department."

RONR describes how to elect a pro tem presiding officer and a pro tem secretary. In the absence of both a presiding officer and a secretary, who would call a meeting to order and start the process of electing pro tem officers?

On 10/12/2022 at 9:05 PM, Richard Brown said:

The only automatic succession provided for in RONR is that the vice president automatically succeeds to the presidency. If there is more than one vice president then they succeed in order, starting with the first vice president, second vice president, third vice president, etc. There is no provision in RONR for other officers to automatically become president. That could be provided for in the organization’s  own bylaws if so desired. Usually, only the vice presidents succeed to the presidency automatically except, perhaps, when there is a president-elect.

What about the presiding officer of a meeting? Would anyone automatically assume that role if both the president and vice president were absent? Our bylaws assign the role of presiding officer to the president.

On 10/12/2022 at 6:50 PM, Richard Brown said:

Yes.  Unless your bylaws provide otherwise, RONR says very specifically that in the event of a vacancy in the office of the president, the vice-president (or 1st VP if there is more than one VP) automatically and instantly BECOMES PRESIDENT.  He doesn't just fulfill the duties of the president, he BECOMES the president for the remainder of the president's term.  He is not "interim" president, he is President. 47:28 and 56:32 RONR (12th ed.).

Edited to add:  The resulting vacancy will be in the office of the vice president, since he would have become president automatically in the event of a vacancy in the office of president.  The vacancy should be filled as soon as possible following the vacancy-filling procedures in your bylaws.  If your bylaws do not prescribe a procedure for filling vacancies, let us know. Generally, an election must be held to fill the vacancy.  See §47:57-58 for filling vacancies.

I was wondering who would be 3rd in the presidential order of succession.

Does RONR say anything about succession in the event of a vacancy in the office of president or vice president? My group's bylaws do not address this topic.

On 10/8/2022 at 7:12 PM, Richard Brown said:

What, exactly, do your bylaws say about the power of the board in this instance?

This is the entire section of our bylaws entitled "Powers of the Board of Trustees":

"The Board of Trustees shall have ultimate control and managerial authority over the business of the Department and of the real, personal, and intangible property of the Department. The Board of Trustees shall also have those duties as set forth in Article XII concerning Trial Board actions."

Our bylaws say nothing about a member's right to attend or speak at Board meetings, but members have been invited to Board meetings to speak and answer questions.

On 10/8/2022 at 7:12 PM, Richard Brown said:

As to whether the membership can have anything to say about this, it can almost certainly discuss the matter and make a recommendation to the board.

What is the parliamentary procedure for doing that?

At Board meetings, our Board of Trustees is discussing the merits of signing a contract (signing contracts is the Board's responsibility). Is there a way for a member of our organization (not on the Board and not privy to Board discussions) to open up a discussion, at a regular meeting, of the pros and cons of that contract? If so, how? Since the Board decides whether to sign the contract, is it possible to have the Board's business discussed at a regular membership meeting? The Chair has reported on the contract at a regular meeting.

On 10/5/2022 at 6:47 PM, Josh Martin said:

For what reason, specifically, does it matter whether Sally's membership started in January or February?

People are elected to our organization as probationary members; they become eligible for regular membership after 1 year.

Consider the following hypothetical:

Sally is elected to membership at an inquorate meeting in January. Per RONR (12th ed.) 10:54, a motion to ratify is adopted in February to validate Sally's membership.

Did Sally's membership start in January or February? Should the motion to ratify state the effective date of Sally's membership?

Secretaries in our organization have had a long-established, but improper, custom of writing meeting minutes as a summary of most of the things that were said at the meeting (e.g., "we will have our company picnic on the 23rd"). Because of this custom, our minutes have also served as a newsletter, which many of us find useful. If someone were to follow parliamentary procedure to correct our minutes by asking to remove improper items, would the chair be obliged to correct the minutes ("the custom falls to the ground")? RONR (12th ed.) 2:25. Is there any harm in continuing the custom of writing improper minutes if no one objects?

RONR (12th ed.) 4:4 discusses the difference between motions and resolutions. RONR says that resolutions are used for "important or complex questions, or when greater formality is desired." Is that the only difference between the two terms?

On 9/12/2022 at 11:38 PM, Shmuel Gerber said:

But there's a book that actually contains all the rules of the book that contains the rules; you can see where to get it here: https://robertsrules.com/purchase/

It's a great book. I highly recommend it, even though I haven't read it all (as you apparently surmised). I wish I had an autographed copy of it.

On 9/12/2022 at 11:29 PM, Atul Kapur said:

That's it. What else did you have in mind?

My organization's bylaws require prospective members to present an initial application at a regular meeting and a final application, immediately followed by a membership vote, at the next regular meeting. It seems to me that the initial application is substantive business that would require a quorum, but I wonder if anyone could reasonably argue otherwise.

On 9/12/2022 at 11:38 PM, Shmuel Gerber said:

No, because there are no substantive actions that can be taken in the absence of a quorum. 🙂

Apologies for my gaffe.

On 9/13/2022 at 12:29 AM, Gary Novosielski said:

Those actions are specifically identified as not substantive.

Sorry about my gaffe. Thanks for catching it.

On 9/12/2022 at 11:13 PM, Shmuel Gerber said:

I think you are quoting from the FAQ or from RONR In Brief, which says, "When no quorum is present the meeting can do only a very limited number of things, such as set the time and place for another meeting. Any substantive action taken in the absence of a quorum is invalid."

RONR 12th edition says, "In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. …

"Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum." (40:6-7)

Did your reply provide a complete list of the substantive actions that could be taken in the absence of a quorum?

Our organization's bylaws require a quorum for elections. Our bylaws do not explicitly require a quorum to conduct any other business. RONR says that a quorum is needed to conduct "substantive business." What is the definition of substantive business?

On 7/30/2022 at 4:18 PM, Josh Martin said:

Thank you for this additional information. I do not think I would, in fact, describe this as a motion to "interpret" the bylaws (which is good, because offering a main motion on such a matter is not really how such things are done). Rather, it is an ordinary main motion which authorizes the Secretary to send certain communications. It may well be that questions of interpretation arise from this motion due to a Point of Order and any subsequent appeal, but I do not think the motion, in itself, is a motion to interpret the bylaws.

Are there other parliamentary procedures, short of amending the bylaws, that could be used to clarify vague bylaw language regarding the President's authority?