Motion not included in the minutes

[Wesley Yuri]

a constitutional committee was formed to create a constitution for our organization. While the subject matter was sprung onto the board by being announced in the minutes, the committee minutes were not included in the board packet. The first time that anyone saw the constitution was the night of the board meeting, and the minutes of the committee meeting, after the vote itself. Is this a violation of Roberts rules????

[Hieu H. Huynh]

Who formed this committee?

[Bruce Lages]

If I understand the question (and I'm not sure that I do completely) - there is no violation of RONR here. Committees generally do not keep minutes, only notes of their deliberations. If you appointed a committee to prepare a new constitution, then what the committee would return in its report would be a draft of their proposed new constitution, and that appears to be what happened. Any 'minutes', or more properly the committee's notes would not be included with their report to their parent body

[Richard Brown]

Without knowing more I can't  say whether this violated  anything in RONR, but it is certainly a strange way of doing things for many reasons.  I'll try to hit a couple of high points and ask some questions.

First, you say a committee was formed to create a constitution.   Is this a new organization and it is your first constitution that is being drafted or is it a revision of your current constitution?

Second, it is very strange indeed that something can be "sprung onto the board by being announced in the minutes" since the minutes are supposed to be nothing but a record of what was done at the previous meeting.  The members should certainly know what they did at the last meeting.  The minutes are not a notice of what is to be done.... they are a record of what has already been done.  If nothing was done at the last meeting concerning the constitution, there should not be anything in the minutes about it.

As to committee minutes, RONR does nor require committees to keep minutes, but says, in essence, that generally the chairman will keep notes of the proceedings except in very large committees.  Committees normally do not keep detailed minutes, but they can do so if it is desired.  Also, the minutes of a committee are usually for the use of the committee itself... not  for the use of the parent body, although there is nothing wrong with sharing the  minutes with the assembly.

As to seeing the proposed constitution the first time at the meeting, that would be improper unless this is a new organization  and at a previous meeting the bylaws committee was directed to draft a proposed constitution and to present it to the assembly at this meeting.   Previous notice is almost always required for the adoption of any subsequent constitutions (RONR calls them revisions.  They can't be "sprung" announced on unsuspecting members with the expectation that they will be voted on at that meeting.

Very much of what you described sounds out of the ordinary at best and downright improper at worst.  But, we need to know more about what is going on in order to really help you.  Please provide  some more information!

 

 

[Guest Wesley Yuri]

It was a new constitution, actually a first-time Constitution. And the committee that created it was formed and appointed by the president of the board. 

 

[Richard Brown]

20 minutes ago, Guest Wesley Yuri said:

It was a new constitution, actually a first-time Constitution. And the committee that created it was formed and appointed by the president of the board. 

 

That was in order according to RONR.

Here is a copy and paste from pages 555-556 of RONR regarding the drafting of bylaws (or a constitution) for a newly formed organization.  Perhaps it will be helpful:

FURTHER BUSINESS RELATING TO ORGANIZATION. After the resolution to organize the society is adopted, the succeeding steps generally are:
    1)    Introduction and adoption of a motion that a committee of a specified number be appointed by the chair to draft bylaws* for the society—and, where incorporation may be necessary, to consult an attorney as described below.
    2)    Introduction and adoption of a motion to fix the date, hour, and place of the next meeting (22), at which the report of the bylaws committee will be presented. If it is impractical to set a time and place for the next meeting, the motion can be that "when the meeting adjourns, it adjourn to meet at the call of the chair."
    3)    Introduction and adoption of a motion authorizing the committee on bylaws to provide reproduced copies of [page 556] the completed draft for distribution to all who attend the next meeting. In this connection, persons seeking to form a society should take into account the fact that expenses may be involved, whether or not an organization materializes. Initiation fees or dues cannot be collected or received in the name of the society until its organization, as described in this section, is completed. Expenses advanced can be reimbursed.

Pages 557-560 get into the actual drafting of the bylaws and presenting them to the membership for approval.

Edited to add:  The appointing of a committee by the president to draft bylaws was proper.... if it was done at the previous meeting or if a motion was adopted at that meeting authorizing him to do so.  However, it would not be proper  for him to undertake on his own, outside of a meeting, to appoint such a committee without prior authorization from the members at the previous meeting and then to present those proposed bylaws, without notice, for adoption at the next meeting.  If that is attempted, a member could (and probably should) raise a point of order and/or move to postpone the consideration of the bylaws until the next meeting.

Edited August 22, 2018 at 05:20 AM by Richard Brown
Added last paragraph and then added to it

[Joshua Katz]

Agreeing with my colleagues, and also a little confused, let me just add that, regardless of what any committee recommends, the board almost certainly cannot adopt a new Constitution anyway.

[Josh Martin]

8 hours ago, Guest Wesley Yuri said:

It was a new constitution, actually a first-time Constitution. And the committee that created it was formed and appointed by the president of the board. 

Do you currently have some other form of governing documents? If not, I am not certain that you have a President or a board.

Until some form of governing document defining the organization is adopted, the organization does not yet exist in the parliamentary sense. The meetings are in the nature of mass meetings, all who attend and are interested in the new organization are members, and it is those members who would adopt the constitution. The only officers at that point are a Chairman Pro Tempore and a Secretary Pro Tempore, and there is no board.

Edited August 22, 2018 at 01:44 PM by Josh Martin