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  1. I am in an organization which had an elected officer resign. Our Bylaws state that "All officers are elected by ballot, except the Parliamentarian who shall be appointed by the President." Our outgoing President accepted the resignations of two elected officers and appointed their replacements before she left office. A couple of the members raised a point of order as this is a violation of our documents. The President responded that since our organization documents say that "The Election of officers shall be held at the November meeting of each year. The following offices shall be filled in the same period and in the alternate year, the following offices shall be filled " The President has taken the position that officers can only be elected once a year and as such, that she can appoint individuals to serve the resigning officer positions for full terms (one person had just been elected, but not installed in the job; the other resigned mid-term). Several members have stated that the provision she cites only deals with the election of officers for scheduled vacancies. Since the Bylaws are clear - ALL officers are to be elected by ballot, they argue that the "appointment right" is moot and that the President should only deal with WHEN the election will be held. The Bylaws are silent as to when the election should be held and she is saying that it must be in November based upon the Bylaws provision. Robert's Rules for Dummies suggests that it should be at the next regular meeting of the members. Also, Robert's Rules itself would suggest that vacancies can be filled at regular meetings in the footnote on page 654 (11th edition) which talks about coordinating a resignation with the notice to elect the replacement at the next meeting to avoid any break in service. MY QUESTION is whether there is anything more substantial that supports the contention that the right of the members to vote to elect their elected officers cannot be taken away and that the vote should be at the next meeting of the members (or at a special meeting).
  2. If the recording secretary or chair does not announce the presence of a quorum or not, in the annual meeting, and the next year the question is to approve the last annual meeting minuets, would it be proper to not approve the last annual meeting minuets?
  3. Is there a rule about the length of time needed previous to the annual meeting of a non-profit organization? Thank you, Gina L.
  4. Hello and good afternoon. We are relatively inexperienced in parliamentary procedure and appreciate any guidance. We are a small voluntary service organization (approx. 110 members) with a BOD with minimum of five elected officers but can be expanded up to 10 because of Chairs of Committees. Per bylaws, all people on BOD must be active, paid members of the organization. Our bylaws state we must have an annual meeting with elections. Bylaws also state that any membership meeting (which includes our annual meeting) must have 15 members for quorum. We just had our annual meeting and held elections. We had exactly 15 people present if you include BOD persons; we had 17 votes when you add in the mailed in absentee ballots. So we are not sure if we had quorum. One person states that BOD people don't count towards quorum. One person says that in membership meetings where BOD are required to members, that yes, they do count. Also, let's say only 14 people show up but we have over 15 votes because of mail in ballots, do the people who mailed in a ballot count towards quorum.
  5. Guest


    Is there something in RRO that states that the owners forum needs to be after the meeting or during the recess? I have a board member of a condo association that is asking to have it during the annual meeting, so that it is part of the minutes. Any assistance or reference to the part of RRO that discusses the owners forum at an annual condominium meeting would be so great.
  6. Guest

    Board/Annual Minutes

    re's the basis for the procedure at a HOA meeting: "RONR (11th ed.), pp. 94-95, ll. 34-3 state that the previous board meeting's minutes should be approved at the annual meeting and the annual meeting minutes should be approved at the next board meeting". Is that correct? Why are board minutes approved at the annual meeting?e
  7. Our club's by-laws state that the annual meeting will be during the first week of December during this meeting new elections are to take place. The President and all Board members refuse to call the meeting. What can members do, can they call the meeting and if so what percentage of the membership would have to sponsor such meeting
  8. Guest

    Annual meeting minutes

    For the type of society in which the general membership meets only once a year in annual meeting, is it acceptable for the approval of the minutes to be made at the subsequent annual meeting? RONR (11th ed.), p. 95, ll. 2-3 state: “Minutes of one annual meeting should not be held for action until the next one a year later.” This obviously applies to a society which has more regularly scheduled meetings of the membership (e.g., monthly). Does it also apply to those in which the general membership only meets annually?
  9. We are dealing with bad weather conditions. We are discussing whether to cancel our annual meeting of the members. I can't find anything in our bylaws, in Roberts Rules or in the Common Interest Communities Act which says who has the authority to cancel a meeting. Some suggest the President, alone can do this. Others say no. Is there any guidance from Roberts Rules on this?
  10. Our by-laws state that directors can sit for a 1 or 2 year term and may be voted for a consecutive term at the annual meeting. We are to stagger terms so only half the board is voted on each year. This is the first annual meeting since these by-laws came into effect. We did not specify terms of any current directors. One has been there for over 10 years. One has been for 3 1/2 years. One for 1 1/2. 3 others are less than a year. How should we initiate this? Start with the 3 that have been the longest and vote on the 3 remaining next year? Going forward, we need to establish the term when we bring someone on. How do we vote? Does a director need a majority to stay for a consecutive term? Should this be done with a secret ballot?
  11. Who has the right to determine attendance at an annual meeting? Does the membership or board determine if visitors can attend? (It is not in the by-laws.) If it is the membership, at what point is the determination, before or at the annual meeting? Thank you
  12. At our annual meeting an acting secretary took the minutes. When they came to the board for review there were corrections adopted by the board. Who should/can sign the minutes? We have a newly elected secretary who is handling the changes and will be sending them to the membership. I believe the acting secretary will refuse to sign because there were changes to what she wrote.
  13. Guest

    Annual Meeting Minutes

    The board of our nonprofit is trying to send out minutes of our last annual meeting to our membership. Generally the board reviews the minutes and offers additions, deletions and corrections. We then vote to send them out as revised. This year the President insists that any changes from exactly what the acting secretary wrote requires that the minutes go out with a notation that they were "revised". Is this correct? Part of the "revision" was because the acting secretary put a number of items under "unfinished business" that were never previously before the membership. I asked that they all be moved to new business. Am i wrong? Is there ever a time when items that aren't a carry over from a prior meeting should go in "unfinished business"?
  14. Our Bylaws distinguish between Annual Meetings and Special meetings. Both need to be noticed with time and place but for a special meeting the purpose need to be stated? A. What is meant by "purpose"? B. Does this mean that only motiosn related to the purpose can be discussed and voted? C. Can an extraneous motion such as asking to remove a director be made? (The bylaws only specify a voting percentage but no notice requirements). At a general meeting: D. Is there any motion that cannot be advanced or voted on because it is "not on the agenda" or "has not been noticed"?
  15. At today's Annual General Meeting the Chairperson has ruled the meeting out of order because the financial statements do not include a balance sheet. We are about to elect a new board. According to this ruling the new board cannot be elected because the meeting is out of order according to the Chairperson. Is there a basis in Roberts Rules upon which a member or the membership may object to the Chairperson's ruling that the annual meeting is out of order and a new Board cannot be elected?
  16. My question is regarding a church annual meeting that uses Roberts' Rules. 1. Must budget line items (and total operating budget) be passed by a 2/3 majority or does a simple majority suffice? 2. If a budget salary line item is amended on annual meeting floor by a congregation member, despite the fact that an Executive Board is charged by church bylaws to sign all contracts and employ all personnel, does the annual meeting vote trump the Executive Board vote's vote (to employ that person for less money than the annual meeting voted for, by a very close margin)? THANK YOU for any help with these questions.
  17. We will be holding our first annual meeting and we have 3 openings on our board to fill. We also need to elect officers. Our by-laws state: 1) Newly elected Directors shall assume office at the first Board of Directors meeting following their election. 2) The Officers shall be elected from among the Board of Directors at each annual meeting of the Directors and shall serve for one year and until their successors are elected and qualified. My question involves when the officer elections occur? Does that happen after the new members are elected? I am confused because of the statement "newly elected Directors shall assume office at the first Board of Directors meeting following their election." Does this make sense? We start the meeting with the election of new board members, then, technically, the newly elected directors can join the board and participate in the election of officers? Any help would be greatly appreciated.
  18. Guest


    We are voting to fill 4 places of departing Board members (of 8 total 2-yr term members) and President (1-yr term). There are 4 Board nominees from the Nominating Committee. Wrinkle here is president nominee is a current Board member with 1-yr remaining. Assuming president nominee is elected, is the highest vote-count write-in considered the 5th Board electee? By-laws atate electees are determined by plurality and Board vacancy is filled by 2/3rds vote of BoD.
  19. Hi everyone, I am interested to know how one would go about applying Robert's Rules to the annual board meeting for a Home Owners Association. The meeting is jointly run by the property management company and the board of directors - it is open to all home owners within the property to attend. The agenda is as follows: 1. intros 2. presidents message 3. financial report 4. architectural committee report 5. Nominations and Elections for open board positions 6. Questions and Answer period for the residents. 7. Election results 8. Adjourn The main aspects about quorum and notice, etc are all observed, but some residents think that the strict application of the rules should apply and the should be able to make motions, etc. Since the only item which is up for vote is the election of new members, and most other items would either be voted on by the board after due research/legal council etc and anything which might amend the articles of incorporation requires a well documented process, I am uncertain what other motions could be made and how the voting would actually occur in a meaningful way. For example, I do not thing it would be proper for a homeowner to say table a motion to change one of the community rules and regs and have it debated and voted on, either by the board or the attendees. The meeting usually only barely meets quorum and any proxies submitted have only been made aware of the election as a possible vote. I do see where the Q&A period could follow the structure or each homeowner can ask one question and cannot rise to speak until all others have had a turn, and the process of only directing the questions to the chair/board instead of allowing cross talk with the other members. Any suggestions or thoughts would be welcome and appreciated. Thanks, Donald
  20. I belong to a non-profit and I take the meeting minutes (but not part of the Board). We had our annual meeting/lunch in October and our Chair, who is new, failed to notice or ask for motions and of course none of our other Board members vocalized these concerns. I am unsure as how to proceed and how to reflect that in our meeting minutes. I also noticed that our interim Executive Director asked only for our Board to sign-in - no guests were officially recorded except elected officials who were verbally recognized. Is that okay? Our Chair called the meeting to order but neglected to ask for a motion to use the sign-in sheet as roll call (which we typically do at Board meetings) so no roll call was done. We presented our awardees some awards and some of the elected officials in attendance also gave small speeches. 2 of our board members informed me that they could no longer remain because of other obligations and left before lunch was served. After lunch was served, our keynote gave his speech and then our interim presented our annual report. It wasn't until after the approval of the report did I notice that we were no longer at quorum. The board made a motion and approved the annual report (despite not having quorum and not noticing). Then our Chair informed everyone of a networking reception afterwards and concluded the meeting without actually requesting a motion. So I am not sure how to reflect all of this in the meeting minutes since technically the report should not have been approved and should a motion been asked to adjourn since there was no quorum. Thanks!
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