Nicole E

On 1/13/2023 at 6:52 AM, Rob Elsman said:

As long as this informality is not significantly impeding the transaction of business, it is not worth worrying about, in my opinion.

I will keep that in mind, thank you.

I have been observing a situation where I see the chair, who is also the president, brings up an item of business, and then proceeds to speak extensively on that item, and then instead of offering a motion, or opening up the item for discussion, the chair asks the rest of the board if they have any questions, and then once any questions have been put forth and answered (by the chair), the following happens:

Chair: "Okay, I need a motion."

Another member: "I'll make that motion."

Chair: "I need a second"

A different member: "Second"

Then they proceed with roll call voting.

I am asking about this because nearly every item on the Agenda is handled this way, and it seems to me that if someone is the first to speak on an item of business, especially in a nearly exclusive manner, and then proposing something to be voted on, that they themselves should make the motion, and not ask for someone else to make it.

Thank you for any help!

Thank you Mr. Martin and Mr. Katz for your replies.

Consider the following situation:

A group discusses an item of business, and decides to take an action within, or at the end of the discussion.

The chair says: "Does someone want to make a motion?" or "Can we get a motion?" 

A member says: "I'll make that motion"  then chair asks for a second, and someone seconds it, and then they vote, but the motion is never expressed as a statement, and is also not repeated by the chair. On the minutes, the topic is listed, perhaps with a statement that the person doing the minutes constructs about what was voted on, as well as what the result of the vote.

Are there any issues with things being done this way?

I was concerned whether votes on items of business would still be valid if the motion being voted on was never actually stated during the meeting.

Thank you for your time!

On 2/18/2022 at 7:40 PM, Weldon Merritt said:

Yes, with a few caveats: (1) If there is an applicable procedural statue that varies from RONR, the statue takes precedence. (2) The group may adopt Special Rules of Order that vary from RONR and that take precedence over the rules in RONR, as long as such SRO do not conflict with the bylaws, the articles of incorporation (if applicable), or an applicable procedural statute. (3) Many of the rules in RONR may be suspended for a specific purpose, by a two-thirds vote. (4) In most instances, if a point of order is not raisied (by a member) at the time a rule is violated, it is too late to do anything about the violation later.

Effectively yes to the first half of the question, with the same caveats as noted above. As to whether any particular instance of a failure to follow the rules would result in an act being ultra vires, that is a question better asked of a qualified attorney.

Thank you so much!

Hello all,

Not sure if my title captures the meaning, but my question is this:

If a group has in their ByLaws that Robert's Rules (latest edition) is named as the officially adopted Parliamentary Rules, is the group obligated to follow them?

Does Robert's Rules become part of the ByLaws in that case, and would such a refusal be considered an act of Ultra Vires? 

This article is part of why I ask, as well as seeing such a board in action: https://charitylawyerblog.com/2010/07/14/nonprofit-law-jargon-buster-ultra-vires-acts/