How to amend n Agenda when the Agenda has not been approved?

[Tomm]

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

However, the agenda does not list the "approval of the agenda" in the opening items listed on the agenda and no vote is taken. I think it's correct to assume that the board is functioning under the RONR standard order of business and therefore no approval is required?

Question: How and when would the proper time be for a member of the board to make a motion to amend the agenda? It's certainly more desirable to do so when only a majority vote is required rather than 2/3rd's. 

 

[Josh Martin]

On 7/6/2022 at 12:16 PM, Tomm said:

However, the agenda does not list the "approval of the agenda" in the opening items listed on the agenda and no vote is taken. I think it's correct to assume that the board is functioning under the RONR standard order of business and therefore no approval is required?

Under the rules in RONR, it is correct that if the agenda simply "lists preexisting orders of the day (41:40ff.) or conforms to the standard order of business (3:16, 41:5ff.) or an order of business prescribed by the rules of the organization," then the agenda need not be adopted. See RONR (12th ed.) 41:62. Since I have not seen the agenda in question, I do not know whether or not it is the case that the agenda follows the standard order of business in RONR.

I think there is also a reasonable question of bylaws interpretation of whether the rule in the bylaws, which provides "At least seven (7) days prior to all Board meetings, excluding Executive Sessions, Special Sessions and Member/Board Exchanges, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website." requires all agendas to be adopted (subject to amendment) by the board, notwithstanding what RONR says on this matter.

On 7/6/2022 at 12:16 PM, Tomm said:

Question: How and when would the proper time be for a member of the board to make a motion to amend the agenda? It's certainly more desirable to do so when only a majority vote is required rather than 2/3rd's. 

In what manner exactly is it proposed to amend the "agenda"? There is not really a catch-all for this. There are a number of different motions which may be suitable, depending upon what exactly the member wishes to do.

I will note that, in contrast to amending an agenda which is formally adopted, the time at which these motions are made generally will not affect the vote required for their adoption.

It should also be noted that a vote of a majority of the entire membership is also sufficient to amend an agenda which has previously been adopted.

Edited July 6, 2022 at 07:10 PM by Josh Martin

[Tomm]

On 7/6/2022 at 12:08 PM, Josh Martin said:

Since I have not seen the agenda in question, I do not know whether or not it is the case that the agenda follows the standard order of business in RONR.

The typical agenda would read:

• Call to Order
• Pledge of Allegiance
• Welcome and Introductions
• Roll Call of Voting Members, Confirmation of Quorum
• Approval of Minutes
• Treasurers Report
• Management Report
• Committee Reports

Motion 1

Motion 2..etc.

• Announcements
• Adjournment

[Josh Martin]

On 7/6/2022 at 3:25 PM, Tomm said:

The typical agenda would read:

• Call to Order
• Pledge of Allegiance
• Welcome and Introductions
• Roll Call of Voting Members, Confirmation of Quorum
• Approval of Minutes
• Treasurers Report
• Management Report
• Committee Reports

Motion 1

Motion 2..etc.

• Announcements
• Adjournment

This appears to be generally consistent with the standard order of business in RONR, but where exactly do these motions come from? Are they previously set as orders of the day by some action of the board, such as (for example) by postponing them from a previous meeting? Or are they appearing for the first time on this agenda?

Additionally, as I asked earlier, in what manner is it proposed to amend the order of business for the meeting?

[Tomm]

On 7/6/2022 at 2:41 PM, Josh Martin said:

but where exactly do these motions come from?

Each new motion is pretty much added/offered by each member of the board and the first time the general Membership, who are allowed to attend board meetings, see these motions is when they are posted 7 days prior to a meeting.

On 7/6/2022 at 2:41 PM, Josh Martin said:

in what manner is it proposed to amend the order of business for the meeting?

There doesn't appear to be one although the bylaws state that they are "subject to amendment."  At one time the "Approval of the Minutes" was always included on the agenda. It seems that once the board gained the services of a parliamentarian the vote to approve went away as did the approval of the treasurers report, which I understand is actually the correct thing unless it was the approval of the annual audit. 

Since the inclusion of a parliamentarian at the board meetings I have noticed subtle changes in the way the meetings are conducted, which is, for most part, a good thing. I would suspect that the removal of the approval was a recommendation of the parliamentarian because it fits into that timeline, however, I would also suspect that the parliamentarian would have recommended that a method of amending the agenda was also suggested? 

Absent of a procedure, any suggestions or recommendations?

[Gary Novosielski]

On 7/6/2022 at 1:16 PM, Tomm said:

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

However, the agenda does not list the "approval of the agenda" in the opening items listed on the agenda and no vote is taken. I think it's correct to assume that the board is functioning under the RONR standard order of business and therefore no approval is required?

Question: How and when would the proper time be for a member of the board to make a motion to amend the agenda? It's certainly more desirable to do so when only a majority vote is required rather than 2/3rd's. 

 

"shall be posted" by whom?  It is rare to find an agenda that writes itself, much less posts itself.

[Tomm]

On 7/6/2022 at 3:18 PM, Gary Novosielski said:

"shall be posted" by whom?

It get's posted on the corporation website by (I'm assuming) the administrative secretary, an employee on the staff of the corporation. This same administrative secretary takes the minutes and sits with the members of the board at their meetings. Don't ask me what the Secretary of the board of directors does! I would have thought that that would be her responsibility?

[Josh Martin]

On 7/6/2022 at 5:08 PM, Tomm said:

Each new motion is pretty much added/offered by each member of the board and the first time the general Membership, who are allowed to attend board meetings, see these motions is when they are posted 7 days prior to a meeting.

Thank you. Based upon these facts, the agenda is not simply based upon a preexisting list of orders of the day or the standard order of business, since these items have not previously been set as orders of the day. As a result, if the agenda is not adopted, this list of items will serve only as a guide, and members will be free to make these motions (and others) in any order during New Business.

On 7/6/2022 at 5:08 PM, Tomm said:

There doesn't appear to be one although the bylaws state that they are "subject to amendment."  At one time the "Approval of the Minutes" was always included on the agenda. It seems that once the board gained the services of a parliamentarian the vote to approve went away as did the approval of the treasurers report, which I understand is actually the correct thing unless it was the approval of the annual audit. 

Yes, this is correct. "Approval of the Minutes" is nonetheless a heading in the standard order of business, but it is correct that no final vote is taken on their approval. Rather, any proposed corrections are handled, the minutes are simply declared approved.

On 7/6/2022 at 5:08 PM, Tomm said:

There doesn't appear to be one although the bylaws state that they are "subject to amendment."  At one time the "Approval of the Minutes" was always included on the agenda. It seems that once the board gained the services of a parliamentarian the vote to approve went away as did the approval of the treasurers report, which I understand is actually the correct thing unless it was the approval of the annual audit. 

Since the inclusion of a parliamentarian at the board meetings I have noticed subtle changes in the way the meetings are conducted, which is, for most part, a good thing. I would suspect that the removal of the approval was a recommendation of the parliamentarian because it fits into that timeline, however, I would also suspect that the parliamentarian would have recommended that a method of amending the agenda was also suggested? 

Absent of a procedure, any suggestions or recommendations?

It is still very hard to answer this due to the question being phrased in such general terms. As I have previously indicated, exactly what the change is will make a difference.

If an assembly does not adopt an agenda, and an agenda is submitted for information only, this agenda really cannot be amended directly. In such circumstances, the assembly is still certainly free to make changes to its order of business, but what exactly the proper procedure is to do that will depend upon what exactly the assembly wishes to do.

• If it is intended to make a permanent change to the order of business, such that it affects future meetings as well, this would be accomplished by adopting a special order of business, which may be done by means of adopting a special rule of order. This requires a 2/3 vote with previous notice or a vote of a majority of the entire membership.
• If the assembly wishes to adopt several orders of the day for the current meeting and prescribe a particular order (and possibly times), while it is certainly possible to do each of these individually, the most efficient method may be to adopt an agenda. A majority vote is sufficient, unless the agenda deviates in some manner from the standard order of business, in which event a 2/3 vote is required. Simply establishing a list of items as General Orders, for instance, would require only a majority vote, but rearranging the order of the headings in the standard order of business would require a 2/3 vote.
  • Of course, there is no actual need to do this unless the assembly is pressed for time, in which case it is often desirable to ensure that the most pressing business is completed first. Each of the items may simply be taken up in New Business.
• If the assembly wishes to adopt an individual order of the day for the current meeting, this may be accomplished simply by a motion to do so, and requires a majority vote for adoption, unless the item is to be made a special order, in which case a 2/3 vote is required.
• If the assembly wishes to take up business out of its proper order, this is a motion to suspend the rules, and requires a 2/3 vote for adoption.
• if the assembly wishes to take a break, end the meeting, or establish another meeting in the same session, the motions to Recess, Adjourn, and Fix the Time to Which to Adjourn exist for these purposes.
• As to the "minor adjustments" of no longer taking votes on approving the minutes or the Treasurer's Report, I don't know that this really has anything to do with the agenda. In any event, if the assembly's past practice conflicts with the assembly's written rules (including RONR), this should simply be done, without the need for any action on the assembly's part.

If none of these are what you had in mind, please provide an example of the type of amendment to the "agenda" you have in mind. Additionally, I suggest reviewing Section 41 of RONR for more information.

As I have previously indicated, I think it may well be the case that the relevant provision in your organization's bylaws means that the assembly should adopt an agenda for every board meeting, notwithstanding what RONR says on this subject. After all, the provision regarding amending the agenda makes very little sense otherwise.

On 7/6/2022 at 5:33 PM, Tomm said:

It get's posted on the corporation website by (I'm assuming) the administrative secretary, an employee on the staff of the corporation. This same administrative secretary takes the minutes and sits with the members of the board at their meetings. Don't ask me what the Secretary of the board of directors does! I would have thought that that would be her responsibility?

In many organizations with employees, the elected Secretary serves as the manager, custodian, and overseer of the organization's records, but is not the person who actually creates the records. Many of the actual administrative functions are delegated to employees. There are some advantages to such a system. It can create continuity in the organization's records and ensure that the person taking the minutes is more experienced in this task.

[Tomm]

Thanks Josh for such a comprehensive response.

One last question:

On 7/6/2022 at 3:08 PM, Tomm said:

in what manner is it proposed to amend the order of business for the meeting?

Are you suggesting that since the Agenda is not approved, there should be a procedure provided in the bylaws to do so?

[Josh Martin]

On 7/7/2022 at 9:08 AM, Tomm said:

Thanks Josh for such a comprehensive response.

One last question:

Are you suggesting that since the Agenda is not approved, there should be a procedure provided in the bylaws to do so?

No. What I am suggesting is that a reasonable interpretation of the organization's rules is that an agenda should be adopted at each meeting. That agenda would then be subject to amendment under the procedures in RONR, and there would be no need for the organization to adopt its own rules on that matter.

[Tomm]

On 7/7/2022 at 6:01 AM, Josh Martin said:

Thank you. Based upon these facts, the agenda is not simply based upon a preexisting list of orders of the day or the standard order of business, since these items have not previously been set as orders of the day. As a result, if the agenda is not adopted, this list of items will serve only as a guide, and members will be free to make these motions (and others) in any order during New Business.

Well, I read 41 and am now more confused than ever. On the one hand, it seems to me that the above mentioned agenda satisfies the Standard Order of Business or Orders of the Day as specified in 41:5 because couldn't those motions be considered normal items items of business that the assembly will take up or do special orders always require that they were scheduled from a previous meeting?

On the other hand, and because our organization has a rule not covered under RONR and requires multiple readings of a motion at consecutive meetings before it's passed, that would make a second reading of the motion a Special Order? 

Does the fact that our organizations Agenda does not list New Business, which those motions could be covered under, make it a non-standard order of business?

[Josh Martin]

On 7/7/2022 at 2:45 PM, Tomm said:

Well, I read 41 and am now more confused than ever. On the one hand, it seems to me that the above mentioned agenda satisfies the Standard Order of Business or Orders of the Day as specified in 41:5 because couldn't those motions be considered normal items items of business that the assembly will take up or do special orders always require that they were scheduled from a previous meeting?

The assembly may make an order of the day either at the previous meeting or at the same meeting. But in any event, making an item an order of the day requires some action by the assembly. If items are placed on an agenda, and that agenda is then adopted by the assembly, then that action makes those items orders of the day. The items could also be made orders of the day through some other action of the assembly. But as I understand the facts, no action was taken by the assembly to make these items orders of the day.

Placing items on an unadopted agenda is not sufficient to make them orders of the day.

On 7/7/2022 at 2:45 PM, Tomm said:

On the other hand, and because our organization has a rule not covered under RONR and requires multiple readings of a motion at consecutive meetings before it's passed, that would make a second reading of the motion a Special Order? 

RONR does not have "three readings" rules. If the organization wishes to have such rules, the organization should adopt its own rules on such matters.

In the absence of such rules, I am inclined to think that the item should be considered a General Order for the next meeting, not a Special Order.

On 7/7/2022 at 2:45 PM, Tomm said:

Does the fact that our organizations Agenda does not list New Business, which those motions could be covered under, make it a non-standard order of business?

Yes, I think so, and I should have commented on this earlier. The full standard order of business is as follows:

1) Reading and Approval of Minutes

2) Reports of Officers, Boards, and Standing Committees

3) Reports of Special (Select or Ad Hoc) Committees

4) Special Orders

5) Unfinished Business and General Orders

6) New Business

I think most of the headings on this list could be omitted for a particular meeting as circumstances warrant. For example, if there are no reports of special committees or special orders for a particular meeting, there would be no need to list those items. But since it cannot be known in advance whether items will be introduced under New Business, it seems to me that heading must always be included in order for an agenda to be consistent with the standard order of business. To omit this heading would require the adoption of an agenda and would require a 2/3 vote.

(It should also be noted that even in such a case, this does not prohibit the introduction of New Business after all items on the agenda have been considered. So if the assembly really wants to prevent the introduction of New Business, the assembly should adopt rules concerning the matter. Alternately, it could be handled on a case by case basis by swiftly adjourning after all business on the agenda is considered.)

I would also clarify that in the event New Business is included (as it should be), no items should be listed under that heading. The entire purpose of that heading is for items not listed on the agenda, and items under New Business are taken up in the order that members introduce them - first come, first served. If it is the desire to consider items earlier and in a particular order, they should be made orders of the day.

Edited July 7, 2022 at 09:38 PM by Josh Martin