Order of Business

[Guest Mar M]

We are a private (non-profit)(member owned) corporation. Per our By-Laws we hold an annual membership meeting. The By-Laws state in respect to election of Board Members: "The nominating committees report will be made at the time for Election of Directors under the Regular Order of Business.

Section 6. (Amended 04/05/1993) The order and conduct of the regular meetings and all other meetings shall be pursuant to Roberts Rules of Order, unless specified otherwise by the By-laws."

In reading this forum, I have noticed "agenda" used. I usually do up an agenda and it is given to my board members. The order of business has always been: 1) Call to Order; 2) Secretary's report (financials); 3)Reading of last years minutes. (A few years ago, per information received in RNOR, the minutes have been approved at the next regular meeting of the board. Therefore, no action is needed at the annual meeting.); 4) Election of Directors; 5) Unfinished Business; 6) New Business; 7) Adjournment.

Question: 1) is the reading only of minutes the correct way? 2) Is my order of business correct? 3) Is calling it an agenda correct? Since it is not approved prior to the start of the meeting. 4) Can I insert and general questions and answer session somewhere within?

Sorry for the lengthy questions. Any help would be appreciated. Let me know if you require additional information. THANK YOU.

[Robert B Fish]

3)Reading of last years minutes. (A few years ago, per information received in RNOR, the minutes have been approved at the next regular meeting of the board. Therefore, no action is needed at the annual meeting.);

Regarding the agenda, see FAQ#14.

However, you are very much in error regarding your statement that begins "A few years ago..." is quite in error. Only the members can approve minutes of the meeting of the members and the board cannot do that. However, RONR recommends that, for organizations that meet less frequently than quarterly, a committee should be appointed to approve the minutes. [page 457]. Unless this appontment has been made, e.g. by main motion at the meeting or by a rule adopted by the membership, the board does not automjatically have this power.

Assuming your agenda is adopted by a 2/3 vote, that would be sufficient to suspend any rules in teh nature or rules of order to the contrary.

-Bob

[Guest Mar M]

Page 457 "The executive board or a committee". I would say that my governing body "The Board of Directors" is the executive board.?. If the minutes are not approved, how can any motions that are made go into affect? Someone could come back a year later and want to make corrections that could completely change the outcome. ? .

[Guest Mar M]

Also, please see page 92, item 1 & 5. Thank you.

[Weldon Merritt]

If the minutes are not approved, how can any motions that are made go into affect? Someone could come back a year later and want to make corrections that could completely change the outcome. ? .

Approval (or non-approval) of tne minutes has no bearng in the validiy of a motion. The minutes are simply a historical record of what was done. Corrections, if any, cannot change history, or "completely chamge the outcome" of an action.

[Josh Martin]

1) is the reading only of minutes the correct way?

If the general membership has authorized the board or a committee to approve the minutes, it isn't even necessary to read the minutes.

2) Is my order of business correct?

Well, the standard order of business in RONR for an assembly which only meets annually and where the minutes have already been approved would be 1.) Reports of Officers, Boards, and Standing Committees (this would include the Secretary's report), 2.) Reports of Special Committees (if any), 3.) Special Orders (this would include elections), 4.) General Orders (if any), 5.) New Business. The Call to Order is not a part of the order of business as the meeting has not begun until it is called to order, and there may be additional calls to order later in the meeting (because of a recess, for instance). There is no Unfinished Business in an assembly which only meets annually as the only way to carry over business when there is more than a quarterly interval between meetings is through a committee, and that would come up under the committee reports.

3) Is calling it an agenda correct? Since it is not approved prior to the start of the meeting.

If you do use an agenda, it must be approved by majority vote at the start of the meeting.

4) Can I insert and general questions and answer session somewhere within?

If you like, and the assembly agrees to it. Depending on the purpose of this session I would place it either under General Orders or as a sort of "Open Forum" after New Business.

I would say that my governing body "The Board of Directors" is the executive board.?. If the minutes are not approved, how can any motions that are made go into affect? Someone could come back a year later and want to make corrections that could completely change the outcome. ? .

It is recommended that if the general membership meets less often than quarterly it should authorize the board or a committee to approve the minutes, but this cannot be done without authorization. Motions may go into effect immediately upon adoption regardless of whether the minutes have been approved, and the minutes are a record of what was done. If someone wants to change a motion, they need to amend the motion, not the minutes.

[Guest Mar M]

Thank you Josh and everyone else. Loved the breakdown of my ?'s. Much appreciated.