To Be or Not to Be an Agenda

[Tomm]

If an Agenda merely states the order of business with no constraints on time or when things need to happen then is it really an Agenda or simply an Order of Business?

The typical Board Agenda doesn't really have a "New Business" category, it has a "Board Comments", which I guess could be considered the same thing, but the problem is, I don't believe the Board members understand RONR that well and kinda think the, so-called Agenda, because it's required to be posted 7 days before the meeting and then "approved" at the meeting, is a carved-in-stone document that you simply go thru top to bottom with no deviation?

I guess I'm asking you to confirm that no matter what was approved as an Agenda a member always has the right to bring up new business.    

[Rob Elsman]

Since your group is constrained by rules that do not appear in RONR, it is impossible to confirm anything to you.  

[Joshua Katz]

While I agree with Mr. Elsman, I think we can take on a few bits:

38 minutes ago, Tomm said:

If an Agenda merely states the order of business with no constraints on time or when things need to happen then is it really an Agenda or simply an Order of Business?

 

If the agenda presented for adoption truly just restates the order of business in your parliamentary authority, then I would suggest that adopting it does nothing, and in fact is out of order. An agenda is a list of general and special orders. If it contains neither of those things, I don't see how it can be an agenda.

39 minutes ago, Tomm said:

The typical Board Agenda doesn't really have a "New Business" category, it has a "Board Comments", which I guess could be considered the same thing, but the problem is, I don't believe the Board members understand RONR that well and kinda think the, so-called Agenda, because it's required to be posted 7 days before the meeting and then "approved" at the meeting, is a carved-in-stone document that you simply go thru top to bottom with no deviation?

 

It sounds as if your organization is subject to a sunshine law (or rule). If that is the case, it is not clear that, in fact, members may raise new business at any time; the answer to that will depend on the specifics of the law in question, and therefore will require consultation with an attorney.

But, just for fun - what does your organization do if the posted agenda is not approved at the meeting?

 

[Tomm]

3 minutes ago, Joshua Katz said:

But, just for fun - what does your organization do if the posted agenda is not approved at the meeting?

I haven't seen that happen yet!

Like I said, I don't think most of the Board members really understand RONR and just kinda go along to get along. I send them e-mails all the time attempting to educate them but most don't even own a copy of RONR!!! It's a sad situation! 

But... any member of the Board can present New Business regardless of what the so-called agenda says....Right? That's a privilege of membership! 

[George Mervosh]

Just now, Tomm said:

But... any member of the Board can present New Business regardless of what the so-called agenda says....Right? That's a privilege of membership! 

If the rules in RONR solely control this matter and previous notice is not required, yes.

[Joshua Katz]

2 minutes ago, Tomm said:

But... any member of the Board can present New Business regardless of what the so-called agenda says....Right? That's a privilege of membership! 

As Mr. Elsman said, we don't know. The fact that you mention a rule requiring prior posting of your agenda suggests that there are additional rules in play here. Since we don't know those rules, we don't know the answer.

[Josh Martin]

1 hour ago, Tomm said:

If an Agenda merely states the order of business with no constraints on time or when things need to happen then is it really an Agenda or simply an Order of Business?

It is possible to adopt an agenda without specific times associated with the items, in which event the items listed are general orders. I think the real distinction is not times, but level of detail. An order of business generally only lists the high-level categories (Committee Reports, General Orders, Unfinished Business, etc.), while an agenda will list particular motions.

1 hour ago, Tomm said:

The typical Board Agenda doesn't really have a "New Business" category, it has a "Board Comments", which I guess could be considered the same thing, but the problem is, I don't believe the Board members understand RONR that well and kinda think the, so-called Agenda, because it's required to be posted 7 days before the meeting and then "approved" at the meeting, is a carved-in-stone document that you simply go thru top to bottom with no deviation?

In the ordinary case, an agenda is not a "carved-in-stone" document. If an agenda is to be used, it is adopted at the beginning of the meeting, at which time it may be amended by majority vote. It may also be amended after adoption by a 2/3 vote. No advance notice of the draft agenda is required.

Your rule which requires the agenda to be "posted 7 days before the meeting and then "approved" at the meeting," however, may change things.

1 hour ago, Tomm said:

I guess I'm asking you to confirm that no matter what was approved as an Agenda a member always has the right to bring up new business.    

It is certainly correct that, at least so far as RONR is concerned, "that no matter what was approved as an Agenda a member always has the right to bring up new business." The adoption of an agenda which does not list "New Business," in and of itself, does not prevent members from bringing up items of New Business after all items listed on the agenda are completed.

Some organizations, however, adopt their own rules on these matters, as it appears your organization has, and it will be up to your organization to interpret those rules.

Edited June 23, 2020 at 05:11 PM by Josh Martin

[Dan Honemann]

9 minutes ago, Tomm said:

But... any member of the Board can present New Business regardless of what the so-called agenda says....Right? That's a privilege of membership! 

 

9 minutes ago, George Mervosh said:

If the rules in RONR solely control this matter and previous notice is not required, yes.

You sure about this? Won't it take a two-thirds vote or a vote of a majority of the entire membership (or unanimous consent)?

[George Mervosh]

5 minutes ago, Daniel H. Honemann said:

You sure about this? Won't it take a two-thirds vote or a vote of a majority of the entire membership (or unanimous consent)?

I was sure,  So adopting an agenda which does not include new business doesn't prevent members from bringing up new business after all of the items have been gone through, but it's going to take something more to permit it, correct?  If so, yes, I wasn't clear on that.

[Tomm]

20 minutes ago, Josh Martin said:

In the ordinary case, an agenda is not a "carved-in-stone" document. If an agenda is to be used, it is adopted at the beginning of the meeting, at which time it may be amended by majority vote. It may also be amended after adoption by a 2/3 vote. No advance notice of the draft agenda is required.

Your rule which requires the agenda to be "posted 7 days before the meeting and then "approved" at the meeting," however, may change things.

Here's what the Bylaws actually say:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website" 

So would the "subject to amendment" kinda  allow for any New Business to be presented except those that would require "previous notice?" Would a 2/3 vote actually be required or can new business be freely presented?

[Joshua Katz]

1 minute ago, Tomm said:

So would the "subject to amendment" kinda  allow for any New Business to be presented except those that would require "previous notice?" Would a 2/3 vote actually be required or can new business be freely presented?

I'm hesitant, and the language is somewhat ambiguous, but here's the general rule: it takes a majority vote to amend an agenda prior to its adoption, and a 2/3 vote (or majority of the entire membership) to amend it after it is adopted. 

[Josh Martin]

10 minutes ago, Tomm said:

Here's what the Bylaws actually say:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website" 

So would the "subject to amendment" kinda  allow for any New Business to be presented except those that would require "previous notice?" Would a 2/3 vote actually be required or can new business be freely presented?

It would certainly seem to permit the agenda to be amended. In the ordinary case, this requires a majority vote when the agenda is pending and a 2/3 vote (or a vote of a majority of the entire membership) to amend it after adoption. It may be, however, that the language of the rule prevents the introduction of items not listed on the agenda, and therefore the only manner in which New Business could be introduced would be to amend the agenda to add it.

Edited June 23, 2020 at 05:55 PM by Josh Martin

[Tomm]

Thanks!  If you only knew the extent of the Boards powers over the general membership your head would explode! This is only the tip of the iceberg that doesn't have a chance of changing. The last time a General membership meeting that achieved a quorum was held was 2009! The Articles also gives the Board the power to amend, modify, revise, or revoke the Bylaws on their own, so if it was ever possible to actually hold a General Membership meeting with a quorum, it appears that anything the General Membership does can be revoked by the Board.

I feel like I'm living in Venezuela!

[Dan Honemann]

48 minutes ago, Josh Martin said:

It is certainly correct that, at least so far as RONR is concerned, "that no matter what was approved as an Agenda a member always has the right to bring up new business." The adoption of an agenda which does not list "New Business," in and of itself, does not prevent members from bringing up items of New Business after all items listed on the agenda are completed.

So suppose an assembly has adopted the Agenda found on pages 16-17 of RONRIB (2nd ed.) except that there is no provision for New Business, and Item XI, the last item on the Agenda, is Adjournment. What happens then?

[Josh Martin]

24 minutes ago, Daniel H. Honemann said:

So suppose an assembly has adopted the Agenda found on pages 16-17 of RONRIB (2nd ed.) except that there is no provision for New Business, and Item XI, the last item on the Agenda, is Adjournment. What happens then?

If an assembly has adopted an agenda which specifically provides an item for adjournment, then I suppose that the chair would declare the meeting adjourned when that item is reached in the agenda (in this case, after the consideration of purchasing a new headquarters), unless the assembly either amends the agenda prior to that time or chooses to set aside the orders of the day when adjournment is reached.

[Dan Honemann]

7 minutes ago, Josh Martin said:

If an assembly has adopted an agenda which specifically provides an item for adjournment, then I suppose that the chair would declare the meeting adjourned when that item is reached in the agenda (in this case, after the consideration of purchasing a new headquarters), unless the assembly either amends the agenda prior to that time or chooses to set aside the orders of the day when adjournment is reached.

I agree.

[Shmuel Gerber]

On 6/23/2020 at 2:08 PM, Daniel H. Honemann said:

So suppose an assembly has adopted the Agenda found on pages 16-17 of RONRIB (2nd ed.) except that there is no provision for New Business, and Item XI, the last item on the Agenda, is Adjournment. What happens then?

 

On 6/23/2020 at 2:44 PM, Josh Martin said:

If an assembly has adopted an agenda which specifically provides an item for adjournment, then I suppose that the chair would declare the meeting adjourned when that item is reached in the agenda (in this case, after the consideration of purchasing a new headquarters), unless the assembly either amends the agenda prior to that time or chooses to set aside the orders of the day when adjournment is reached.

 

On 6/23/2020 at 2:52 PM, Daniel H. Honemann said:

I agree.

If the assembly has an established order of business that includes New Business, it seems to me rather explicit from what is said in RONR (11th ed.) p. 264, ll. 14-28, that the assembly cannot validly adopt an agenda that purports to proceed directly to adjournment without New Business ever being reached.

This rules is also referred to on page 372, l. 22, in connection with adopting an agenda.

[Atul Kapur]

4 hours ago, Shmuel Gerber said:

 

 

If the assembly has an established order of business that includes New Business, it seems to me rather explicit from what is said in RONR (11th ed.) p. 264, ll. 14-28, that the assembly cannot validly adopt an agenda that purports to proceed directly to adjournment without New Business ever being reached.

This rules is also referred to on page 372, l. 22, in connection with adopting an agenda.

Doesn't p. 372, ll. 19-22 say that an agenda that conflicts with the existing order of business (by, say, omitting New Business) can be adopted by a two-thirds vote?

[Richard Brown]

3 hours ago, Atul Kapur said:

Doesn't p. 372, ll. 19-22 say that an agenda that conflicts with the existing order of business (by, say, omitting New Business) can be adopted by a two-thirds vote?

That's the way I read it, but the language on page 264 at lines 14-28 could still be problematic.  I'm anxious to see what both Mr. Gerber and Mr. Honemann have to say about your point.

[Dan Honemann]

I would think that, even if the standard order of business is otherwise the prescribed order of business for its regular meetings, an organization* is free to adopt a special order of business for its regular meetings which departs from the standard order in any respect that it wishes. By the same token, I would think that, at any one of it's regular meetings, it's assembly could adopt, by a two-thirds vote, a special order of business (agenda, program) to be placed in effect for the duration of its current session only, and that this too may depart from the standard order in any respect that it wishes. 

But I'm open to being taught otherwise.  🙂

----------------------------------------------

* It should be understood that I am not here referring to a subordinate board.

Edited June 25, 2020 at 11:59 AM by Daniel H. Honemann
Added the footnote

[Rob Elsman]

In general, I agree with Mr. Honemann.  I think he has in mind a special order of business that does not violate a fundamental principle of parliamentary law.  So, for example, a motion to adopt a special order of business that would place before the assembly two main motions simultaneously would not be in order.  We know he knows that, though.  😀

[Josh Martin]

12 hours ago, Shmuel Gerber said:

If the assembly has an established order of business that includes New Business, it seems to me rather explicit from what is said in RONR (11th ed.) p. 264, ll. 14-28, that the assembly cannot validly adopt an agenda that purports to proceed directly to adjournment without New Business ever being reached.

This rules is also referred to on page 372, l. 22, in connection with adopting an agenda.

The rule on pg. 372 does not say, however, that such an agenda cannot be adopted at all, but that doing so requires a 2/3 vote.

"At a session that already has an order of business, an agenda can be adopted by a majority vote only if it does not create any special orders and does not conflict with the existing order of business; otherwise, a two-thirds vote is required (see also p. 264, ll. 14–28)." (RONR, 11th ed., pg. 372)

If the assembly has an established order of business that includes New Business (such as the standard order of business), adopting an agenda which does not include New Business would require a 2/3 vote. It is not entirely clear, however, whether this rule would apply in this particular situation, as the organization has a rule requiring the board to have an agenda for each meeting, and requiring this agenda to be posted 7 days in advance (although the agenda remains subject to amendment).

The rule on pg. 264 reads "At a regular meeting of an organization that has an established order of business, the assembly cannot, even unanimously, vote to dispense with that order of business (in the sense of voting, in advance of the time when it adjourns, that the order of business shall not be gone through at all at that meeting)." (RONR, 11th ed., pg. 264)

I do not think, however, that adoption of an agenda which would remove New Business but would otherwise follow the established order of business would mean that the assembly has determined "that the order of business shall not be gone through at all at that meeting." What I have always understood this provision to mean is that an assembly may not adopt a motion to Suspend the Rules such that there would now be no order of business for the meeting, and any items of business could be introduced at any time (and in any order). It does not seem to me that the rule would prohibit an assembly from adopting an agenda which removes one or more of the headings in the established order of business.

[Rob Elsman]

I have grave doubts about Mr. Martin's assertion that the rule "would [not] prohibit an assembly from adopting an agenda which removes one or more of the headings in the established order of business."  The rules do not ordinarily permit an assembly to dispense with an entire class of business with one motion.

[Shmuel Gerber]

6 hours ago, Daniel H. Honemann said:

I would think that, even if the standard order of business is otherwise the prescribed order of business for its regular meetings, an organization* is free to adopt a special order of business for its regular meetings which departs from the standard order in any respect that it wishes.

Yes, obviously an organization can adopt a special order of business that supersedes the standard order of business prescribed by the parliamentary authority, in which case the standard order of business no longer applies in general (although there are various rules in §41 of RONR that prescribe when certain classes of business are taken up in organizations whose order of business does not provide for them). Just to be clear, I will note that it cannot do so if the order of business is prescribed in the bylaws.

6 hours ago, Daniel H. Honemann said:

By the same token, I would think that, at any one of it's regular meetings, it's assembly could adopt, by a two-thirds vote, a special order of business (agenda, program) to be placed in effect for the duration of its current session only, and that this too may depart from the standard order in any respect that it wishes. 

I think it's a very different token.  

I don't know what the purpose or meaning of the rule that states, "At a regular meeting of an organization that has an established order of business, the assembly cannot, even unanimously, vote to dispense with that order of business (in the sense of voting, in advance of the time when it adjourns, that the order of business shall not be gone through at all at that meeting)" is other than to preclude an assembly from omitting any items in the established regular order of business, whether by adoption of an agenda or otherwise.

The rule on page 264 then goes on to state: “If the assembly, by a two-thirds vote, adopts a motion "to dispense with the regular order of business and proceed to" a certain subject, it has in effect voted to pass all classes in the order of business which normally would precede that subject (see pp. 363–64). In such a case, when the matter taken up out of its proper order has been disposed of, even if it has consumed as much time as the usual meeting, the chair must return to the regular order of business and call for the items in sequence, unless the assembly then votes to adjourn." (emphasis added)

This seems as explicit as it gets, and I don't see why the same wouldn't apply to the adoption of an agenda which prescribes rearrangement of additional matters to be taken up before they otherwise would be in the regular order of business.

I think we agree that adoption of an agenda for one session that conflicts with the regular order of business prescribed for that session is in the nature of a suspension of the rules. I'm simply saying that the same restrictions against suspending the order of business as given on page 264 apply. The assembly can by a two-thirds vote adopt an agenda which conflicts with the order of business — i.e., it varies the order of the classes of business — which it then goes through before getting to the regular order of business. But, because the regular order of business cannot be suspended even by a unanimous vote, such an agenda does not comprise the entire order of business for the session. Instead, after the agenda is completed, the assembly must complete any remaining items in its regular order of business unless it then votes to adjourn.

[Shmuel Gerber]

4 hours ago, Josh Martin said:

I do not think, however, that adoption of an agenda which would remove New Business but would otherwise follow the established order of business would mean that the assembly has determined "that the order of business shall not be gone through at all at that meeting." What I have always understood this provision to mean is that an assembly may not adopt a motion to Suspend the Rules such that there would now be no order of business for the meeting, and any items of business could be introduced at any time (and in any order). It does not seem to me that the rule would prohibit an assembly from adopting an agenda which removes one or more of the headings in the established order of business.

How many classes of business would have to be removed from the established order of business before the assembly runs afoul of this rule? It seems to me that by your interpretation, an assembly could adopt the following agenda by a two-thirds vote:

1. Reading and Approval of the Minutes

2. Report of the President

3. Report of the Special Committee on the 
Annual Fundraiser

4. Adjournment

But would you agree that, even by a unanimous vote, it could not adopt a motion "to dispense with the regular order of business and consider only the report of the special committee on the annual fundraiser"? And then what about an agenda like the one above, but omitting item #2?

I just don't think it's feasible to draw a line between dispensing with the order of business and omitting parts of it, especially when RONR says that regardless of what subject the assembly votes to proceed to, it must return to its order of business when that subject is disposed of.