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Guest Beth Shaw

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Our organization has not been following Robert's Rules correctly and we've had a member return to the organization who is now retired and knows a lot about Robert's Rules. During an approval of the minutes from the previous meeting, she was suggesting changes that didn't just change the accuracy of what happened at the meeting, but changed the substance.

For instance, we presented a code of conduct that will be required of committee membership that includes a disciplinary clause, "Failure to abide by this agreement may result in removal from any and all GECA committees, upon a 2/3 vote by the full Board. Such vote may take place via email, at a regular or special Board meeting, or any other medium." She disagrees with this because Robert's Rules has a whole way to handle discipline issues with a disciplinary committee.

Additionally, she disagrees with how a vote was handled. She was present at the meeting and didn't raise a point of order. Here's how the minutes read, "Discuss future meeting dates/possible change from 4th Thursday- There have been ongoing discussions about the changing the General meetings from the 4th Thursday to the 3 rd Thursday. There are two main reasons to undergo this change: 1.) The November meeting must be changed yearly because of the Thanksgiving Holiday; and 2.) The meeting conflicts with other organizations in particular the Howard County NAACP. Moving the meetings may allow more members to attend, or encourage NAACP members to join GECA. It may also free up politicians to attend both. A motion was made and seconded to vote on the tabled motion, “We move the GECA meeting to the 3rd Thursday of the Month.” A vote was taken (12 yeas, 12 nays, with abstentions not called for) but the accuracy of the count was in question. The secretary failed to count the President in the yeas and a member claimed to have not voted while eating a cookie. A recount was made with the motion passing (14 yeas, 12 nays, and 2 abstentions)."

 

I have 2 questions.

1. Is it correct to use the minutes approval process to call into question this vote and the code of conduct discipline clause? (because we were under the impression that corrections to minutes should reflect what actually happened, not to change the record)

2. Are her grievances correct for the 2 items she's questioning? 

 

Thank you all for your time. I really do have respect for Robert's Rules and want to do things correctly but our meeting devolved last night. We adjourned the meeting without approving the minutes and without any committee reports. It is feeling like process is getting in the way of progress. It feels like our resident parliamentarian is going to show up with her Robert's Rules book and essentially say 'gotcha' to nullify any decision she disagrees with.

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Sorry, one more thing.

Is it even necessary to have a motion about the regular day of the meeting? Our bylaws state the months the meetings are held but no documentation specifies the 4th Thursday. The only requirement is to give 10 days notice to the membership.

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16 minutes ago, Guest Beth Shaw said:

1. Is it correct to use the minutes approval process to call into question this vote and the code of conduct discipline clause? (because we were under the impression that corrections to minutes should reflect what actually happened, not to change the record)

 

You are correct; the minutes are a record of what happened, not what should have happened. What's more, they're also not a record of what was said, but what was done, so too much is included already.

17 minutes ago, Guest Beth Shaw said:

 2. Are her grievances correct for the 2 items she's questioning? 

 

Let's see:

17 minutes ago, Guest Beth Shaw said:

For instance, we presented a code of conduct that will be required of committee membership that includes a disciplinary clause, "Failure to abide by this agreement may result in removal from any and all GECA committees, upon a 2/3 vote by the full Board. Such vote may take place via email, at a regular or special Board meeting, or any other medium." She disagrees with this because Robert's Rules has a whole way to handle discipline issues with a disciplinary committee.

 

It depends. How are the committees appointed in the first place? Also, do your bylaws permit email voting? If not, then a motion permitting them is out of order.

18 minutes ago, Guest Beth Shaw said:

 Additionally, she disagrees with how a vote was handled. She was present at the meeting and didn't raise a point of order. Here's how the minutes read, "Discuss future meeting dates/possible change from 4th Thursday- There have been ongoing discussions about the changing the General meetings from the 4th Thursday to the 3 rd Thursday. There are two main reasons to undergo this change: 1.) The November meeting must be changed yearly because of the Thanksgiving Holiday; and 2.) The meeting conflicts with other organizations in particular the Howard County NAACP. Moving the meetings may allow more members to attend, or encourage NAACP members to join GECA. It may also free up politicians to attend both. A motion was made and seconded to vote on the tabled motion, “We move the GECA meeting to the 3rd Thursday of the Month.” A vote was taken (12 yeas, 12 nays, with abstentions not called for) but the accuracy of the count was in question. The secretary failed to count the President in the yeas and a member claimed to have not voted while eating a cookie. A recount was made with the motion passing (14 yeas, 12 nays, and 2 abstentions)."

 

As noted, the minutes say too much. Also, abstentions are not supposed to be called for (abstaining means not voting, and you can not vote without anyone specifically asking you about it). It is in order to go from a voice vote to a counted vote if there's doubt about the result, so it seems to me this was handled correctly.

20 minutes ago, Guest Beth Shaw said:

It feels like our resident parliamentarian is going to show up with her Robert's Rules book and essentially say 'gotcha' to nullify any decision she disagrees with.

The solution to this is for everyone to learn the rules.

 

8 minutes ago, Guest Beth Shaw said:

Is it even necessary to have a motion about the regular day of the meeting? Our bylaws state the months the meetings are held but no documentation specifies the 4th Thursday. The only requirement is to give 10 days notice to the membership.

Do the bylaws specify anything about how the decisions gets made? If not, and assuming this is a board meeting, then the board needs to either schedule the next meeting at each meeting, or adopt a pattern as you've done here, so yes.

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13 minutes ago, Guest Beth Shaw said:

I have 2 questions.

1. Is it correct to use the minutes approval process to call into question this vote and the code of conduct discipline clause? (because we were under the impression that corrections to minutes should reflect what actually happened, not to change the record)

2. Are her grievances correct for the 2 items she's questioning? 

Question 1:  No.  The minutes (and any corrections of the minutes)  should reflect what was done at the meeting, not what people said and not what one member thinks what should have been done or even what the entire board (or the entire organization)  thinks should be done.  If someone is unhappy with what was done, that member can to rescind or amend it at a future meeting.  But trying to do it by changing the motion is not the way to do it.

Question 2:  No, her grievances are not "correct".

As to the disciplinary process and removing people from office, your own rules trump whatever is in RONR.  RONR is the default:  it is what you follow  if you don't have a rule of your own which provides for something different.  Your organization has every right to adopt a procedure that different from what RONR provides.

I'm not sure what other thing she is questioning.  If she was unhappy with the way a vote was being handled, she should have raised a timely point of order at the time of the breach.  It is too late now.

8 minutes ago, Guest Beth Shaw said:

Sorry, one more thing.

Is it even necessary to have a motion about the regular day of the meeting? Our bylaws state the months the meetings are held but no documentation specifies the 4th Thursday. The only requirement is to give 10 days notice to the membership.

If the bylaws don't specify the day or time or place of regular meetings, the organization would normally adopt a motion in the nature of a standing rule to specify the date, time and place of the monthly meetings.  As an alternative, the society can set each future meeting by a motion adopted at the previous meeting, sometimes referred to setting meetings by resolution.  Some  organization set meetings several months in advance.  Also, bylaws frequently authorize the president or the board or a certain number of members to call special meetings (or even regular meetings).  Do your bylaws provide for that?  How are your meetings set now?

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1 minute ago, Richard Brown said:

As to the disciplinary process and removing people from office, your own rules trump whatever is in RONR.  RONR is the default:  it is what you follow  if you don't have a rule of your own which provides for something different.  Your organization has every right to adopt a procedure that different from what RONR provides.

 

I don't know that we know enough to say this. It appears to me that the rule in question is being adopted by the board, and is in the nature of a standing rule. If the board appoints the committees, that's one thing, but if the membership appoints them, that's something else. A board motion does not seem sufficient to me to set aside the disciplinary process. It's possible this was correct, and possible it wasn't.

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4 minutes ago, Joshua Katz said:

I don't know that we know enough to say this. It appears to me that the rule in question is being adopted by the board, and is in the nature of a standing rule. If the board appoints the committees, that's one thing, but if the membership appoints them, that's something else. A board motion does not seem sufficient to me to set aside the disciplinary process. It's possible this was correct, and possible it wasn't.

I agree.  In this case, I think the self proclaimed "expert" is claiming that RONR provides for a method of disciplining members and that this organization is bound by it and cannot vary from it.  On that point, the self proclaimed expert is dead wrong.  I do agree, however, that there may be a legitimate question as to just which body has the authority to adopt this rule and also whether an email vote would be valid.  Those issues do not seem to be what concerned the "expert".

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Wow you guys are so fast and so thorough. I really appreciate it.

Some answers to  questions above:

49 minutes ago, Joshua Katz said:
1 hour ago, Guest Beth Shaw said:

For instance, we presented a code of conduct that will be required of committee membership that includes a disciplinary clause, "Failure to abide by this agreement may result in removal from any and all GECA committees, upon a 2/3 vote by the full Board. Such vote may take place via email, at a regular or special Board meeting, or any other medium." She disagrees with this because Robert's Rules has a whole way to handle discipline issues with a disciplinary committee.

 

It depends. How are the committees appointed in the first place? Also, do your bylaws permit email voting? If not, then a motion permitting them is out of order.

Committee chairs are appointed by the president per the bylaws. There is no mention of how committee members are determined.

Bylaws do not allow for email voting, so it seems the motion is out of order. How can we correct this? I'm guessing I should say "I move to amend the motion previously adopted regarding the code of conduct for committee participation. I move to strike out the words, "Such vote may take place via email, at a regular or special Board meeting, or any other medium."

51 minutes ago, Joshua Katz said:
1 hour ago, Guest Beth Shaw said:

Is it even necessary to have a motion about the regular day of the meeting? Our bylaws state the months the meetings are held but no documentation specifies the 4th Thursday. The only requirement is to give 10 days notice to the membership.

Do the bylaws specify anything about how the decisions gets made? If not, and assuming this is a board meeting, then the board needs to either schedule the next meeting at each meeting, or adopt a pattern as you've done here, so yes.

The motion about the regular meeting day was voted on at a general membership meeting (not at a board meeting). 

46 minutes ago, Joshua Katz said:

Do the bylaws specify anything about how the decisions gets made? If not, and assuming this is a board meeting, then the board needs to either schedule the next meeting at each meeting, or adopt a pattern as you've done here, so yes.

This is the only piece the bylaws that discusses decisions of the membership, "The Corporation, by majority vote of those resident members in good standing at any regular meeting, may take a position on issues which are of concern to the community or to the county."

53 minutes ago, Richard Brown said:

If the bylaws don't specify the day or time or place of regular meetings, the organization would normally adopt a motion in the nature of a standing rule to specify the date, time and place of the monthly meetings.  As an alternative, the society can set each future meeting by a motion adopted at the previous meeting, sometimes referred to setting meetings by resolution.  Some  organization set meetings several months in advance.  Also, bylaws frequently authorize the president or the board or a certain number of members to call special meetings (or even regular meetings).  Do your bylaws provide for that?  How are your meetings set now?

Here is the portion on Meetings: "General meetings shall be held in January, March, May, September and November of each year. Members will be given at least ten days notice of each meeting place, time and purpose by the Corresponding Secretary. Special meetings may be called by the President at any time he/she may deem necessary. Any meeting may be cancelled by a majority of the Board of Directors; notice of each such cancellation shall be given to the membership as soon as is practicable after the decision to cancel has been made."

 

55 minutes ago, Joshua Katz said:

I don't know that we know enough to say this. It appears to me that the rule in question is being adopted by the board, and is in the nature of a standing rule. If the board appoints the committees, that's one thing, but if the membership appoints them, that's something else. A board motion does not seem sufficient to me to set aside the disciplinary process. It's possible this was correct, and possible it wasn't.

How committees are formed is not defined in the bylaws. The president has been appointing the members. What does Roberts Rules say about how committees are formed?

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10 hours ago, Beth Shaw said:

Committee chairs are appointed by the president per the bylaws. There is no mention of how committee members are determined.

 Bylaws do not allow for email voting, so it seems the motion is out of order. How can we correct this? I'm guessing I should say "I move to amend the motion previously adopted regarding the code of conduct for committee participation. I move to strike out the words, "Such vote may take place via email, at a regular or special Board meeting, or any other medium."

11 hours ago, Joshua Katz said:

First, perhaps I've made a mistake in assuming that the votes discussed in the original post were votes of the board. I'll now assume they were votes of the general membership. The membership may adopt a rule modifying disciplinary procedures, but it must do so as a special rule of order, which has its own voting threshold. However, if it has been declared adopted, then it is adopted, regardless of the vote that actually was present. So it seems to me that allowing the board to remove committee members was in order.

Email voting must be authorizing in the bylaws. I suppose you could move to amend, but you could also raise a point of order, since the presence of said rule is a continuing breach.

10 hours ago, Beth Shaw said:

The motion about the regular meeting day was voted on at a general membership meeting (not at a board meeting). 

11 hours ago, Joshua Katz said:

It appears to have been in order, then.

10 hours ago, Beth Shaw said:

This is the only piece the bylaws that discusses decisions of the membership, "The Corporation, by majority vote of those resident members in good standing at any regular meeting, may take a position on issues which are of concern to the community or to the county."

11 hours ago, Richard Brown said:

I meant the decision as to the date of a meeting. Your original question was whether or not a motion is required to change when the meeting takes place when the bylaws do not specify. Yes, one is, and it is a motion to amend a special rule of order. Or you can set the meetings one by one, but it appears that, at some point in the past, you adopted a rule putting them on the 4th Thursday, so if you want to move them to the 3rd, you need to amend that rule.

10 hours ago, Beth Shaw said:

How committees are formed is not defined in the bylaws. The president has been appointing the members. What does Roberts Rules say about how committees are formed?

It provides for multiple methods, if your rules do not specify. See above for my view, given the additional information, on the committee motion.

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Two points which may or may not be relevant.

Adoption of a special rule of order requires previous notice and a two-thirds vote. If previous notice has not been given, the vote of a majority of the entire membership is required for adoption. As a consequence, if previous notice has not been given, and a majority of the entire membership is not present, erroneous declaration of adoption of such a rule will be null and void, since it violates a rule protecting absentees.

Rules fixing the hour and place of meetings are standing rules, not rules of order. 

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