Order of Agenda of Board Meeting

[TVS]

In our Non for profit organization, the Board meets once a month.  An agenda is circulated in advance of the meeting.  First order of business is the Approval of Agenda.

Question:  Once Agenda is approved, can the Order of agenda be changed without the approval of the Board of Trustees.

[Rob Elsman]

Carefully read all of RONR (12th ed.) §41.

[Richard Brown]

On 3/3/2022 at 8:23 AM, trmarwaha said:

In our Non for profit organization, the Board meets once a month.  An agenda is circulated in advance of the meeting.  First order of business is the Approval of Agenda.

Question:  Once Agenda is approved, can the Order of agenda be changed without the approval of the Board of Trustees.

Mr. Elsman seems to think you have a copy of RONR (12th ed.).  I don't know whether that is true, so I will answer by saying that the agenda may be amended by the board  after it is adopted by a two-thirds vote.  Prior to being adopted, the proposed agenda may be amended by a majority vote. The chair alone does not have the authority to amend the agenda unless your rules give him that power.

Edited to add:  I agree with Mr. Elsman that if your board meets at least quarterly and is using an agenda, you probably should read §41.

Edited March 3, 2022 at 04:17 PM by Richard Brown
Added last paragraph

[Rob Elsman]

On 3/3/2022 at 10:14 AM, Richard Brown said:

Mr. Elsman seems to think you have a copy of RONR (12th ed.).

Doesn't everybody? 😊

[TVS]

My question is not the changing the items listed on the agenda. It is about if the Order the agenda items are listed, can it be changed by the chair without taking the Vote.

 

[George Mervosh]

On 3/3/2022 at 2:35 PM, trmarwaha said:

My question is not the changing the items listed on the agenda. It is about if the Order the agenda items are listed, can it be changed by the chair without taking the Vote.

No.

[Rob Elsman]

I do not think we are understanding the original poster.  The facts are too slim to answer correctly.  For one thing, I cannot figure out why an agenda is being used by a board of trustees of an organization that meets monthly.  For another, I cannot figure out who is the mover to adopt the agenda at the beginning of the meeting.  Is it the chairman of the board?

If we make a lot of assumptions: 1) the standard order of business is not appropriate or practical for this meeting, and, 2) the chairman is the mover in a board using the rules for small boards; then, the chairman is at liberty to arrange the items of business in whatever order he wishes before making his main motion.  If his motion conflicts with the standard order of business by rearranging the categories of business, then the main motion to adopt the agenda requires a two-thirds vote for adoption, since it has the effect of suspending the rules.  Similarly, if the motion to adopt the agenda assigns the hour at which an item of business will be taken up, the main motion to adopt the agenda requires a two-thirds vote.

On the other hand, if some other member is the mover to adopt the agenda, the chairman of the board has no authority to unilaterally manipulate the order of items of business without a vote of the assembly.  His option is to move to modify the main motion (to adopt the agenda) while it is pending by making a subsidiary motion, Amend.  This subsidiary motion always requires a majority vote for adoption.  If the adoption of the subsidiary motion leaves the main motion, as amended, having the effect of suspending the rules, then adoption of the main motion, as amended, requires a two-thirds vote.

The upshot of all this rigmarole is 1) the board should most likely drop the habit of adopting an agenda at the beginning of each meeting, and, 2) carefully read RONR (12th ed.) §41, like I said earlier. 

[TVS]

Carefully read all of RONR (12th ed.) §41.

This was very helpful in getting my answer.  Thank you everyone.

[Atul Kapur]

On 3/3/2022 at 9:23 AM, trmarwaha said:

Question:  Once Agenda is approved, can the Order of agenda be changed without the approval of the Board of Trustees.

Mr. Mervosh has  correctly and concisely answered your question. 

As to the vote required to amend that agenda (to, for example, change the order of items on the agenda), Mr. Brown has correctly stated that it would require a 2/3 vote. I believe that the affirmative votes of the majority of the board would also be sufficient. That is, if you have a nine-member board, then you need 5 votes in favour to amend the order of items on an agenda that has already been  approved.

Mr. Elsman is giving advice that is relevant before the agenda is adopted, regarding why an agenda is likely not necessary as per §41. However, your question specifically said that the agenda has been adopted. While it doesn't answer your specific question, it is a good idea to read §41 and consider how you may want to change your practice.