Guest Oscar Wilson Posted October 24, 2022 at 12:27 AM Report Share Posted October 24, 2022 at 12:27 AM Hello again. My questions is on Agendas. Our new board of directors had their first meeting last week.....without any agenda. A list of items was sent via text but was incomplete. Our by laws states the order of business under article IX section 2. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows: §Reading of minutes of last meeting § Report of Secretary § Report of Treasurer § Reports of Committees § Unfinished business § Elections of new members § New business § Adjournment I have asked for a agenda from the club secretary with no response to date. Also, the last two meeting minutes from the board of directors are unaccountable and have not been approved to date. I was told that the minutes from the previous two board meetings do not need to be approved by the current board since the new board was not in office was not in office at these meetings 1) The agenda- How can i get our club secretary to send any agenda before a board meeting? Is there a recourse? How can i get this board to follow an agenda? 2} Does the current board which just stepped into office have the authority to review, approve or correct the meeting minutes from the previous board? Since the minutes from the last two board meetings have not been approved, are they not valid until approved? Thank You Again, Oscar Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted October 24, 2022 at 02:20 AM Report Share Posted October 24, 2022 at 02:20 AM On 10/23/2022 at 7:27 PM, Guest Oscar Wilson said: 1) The agenda- How can i get our club secretary to send any agenda before a board meeting? Is there a recourse? How can i get this board to follow an agenda? You don't mention if you are a member of the board, but either way, no. If the board meets as often as quarterly, RONR suggests that it not follow an agenda. If it meets less often, RONR suggests an agenda, but you don't have to have one. Regardless, an agenda is adopted at the meeting; what is sent before is a draft or proposed agenda, which is not binding on the body. NOTE: These answers may well be incorrect if there are applicable open-meeting laws. On 10/23/2022 at 7:27 PM, Guest Oscar Wilson said: 2} Does the current board which just stepped into office have the authority to review, approve or correct the meeting minutes from the previous board? Since the minutes from the last two board meetings have not been approved, are they not valid until approved? Yes, the current board should approve those minutes. (Note that there is no "current board" in reality, just a board whose membership sometimes changes.) As to the second question, it depends what you mean by valid. They aren't minutes; they aren't a valid record of the society. The motions that were adopted at those meetings are valid, though. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 24, 2022 at 02:24 AM Report Share Posted October 24, 2022 at 02:24 AM Short answers: an agenda is not required unless your own rules require one. Per RONR, an agenda is not official unless and until actually approved or adopted at a meeting. In some organizations the chair or the secretary prepares a proposed agenda, but it is not required and not binding unless and until approved at the meeting. Sometimes the chair or the secretary prepares an agenda which is never intended to be formally adopted but is prepared merely for the guidance of the chair to help ensure that he covers all essential items of business for that meeting. As to the minutes, all board members, regardless of whether they were in office or in attendance at the previous meetings, may take part in the approval of minutes of previous meetings. However, no vote should actually be taken on approving the minutes, but the chair simply declares the minutes approved once there are no corrections (or no further corrections) to the minutes. The new members of the board can participate fully in this process. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted October 24, 2022 at 04:32 AM Report Share Posted October 24, 2022 at 04:32 AM On 10/23/2022 at 8:27 PM, Guest Oscar Wilson said: How can i get this board to follow an agenda? You can require the board to follow the order of business listed in your bylaws. As noted above, RONR does not require the board to adopt an agenda with a detailed list of each item of business under each category in the order. On 10/23/2022 at 8:27 PM, Guest Oscar Wilson said: Does the current board which just stepped into office have the authority to review, approve or correct the meeting minutes from the previous board? Since the minutes from the last two board meetings have not been approved, are they not valid until approved? Those minutes should be approved; they still are just the draft minutes until then. RONR (12th ed.) 41:11 "It should be noted that a member’s absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval." So, yes, the current version of the board should review and approve the minutes. However, the previous version of the board should have dealt with this before the membership turned over — and the current version (yours) should do this prior to the next time the membership changes. RONR (12th ed.) 48:12 "Exceptions to the rule that minutes are approved at the next regular meeting ... arise when the ... term of a specified portion of the membership will expire before the start of the next meeting ... . In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted October 24, 2022 at 01:58 PM Report Share Posted October 24, 2022 at 01:58 PM (edited) On 10/23/2022 at 7:27 PM, Guest Oscar Wilson said: I was told that the minutes from the previous two board meetings do not need to be approved by the current board since the new board was not in office was not in office at these meetings This is incorrect. It is true that the board should have approved the minutes before the new board members took office. But apparently this was not done. And the minutes still must be approved. "Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes. The fact that the minutes are not read for approval at the next meeting does not prevent a member from having a relevant excerpt read for information; nor does it prevent the assembly in such a case from making additional corrections, treating the minutes as having been previously approved (see 48:15)." RONR (12th ed.) 48:12 On 10/23/2022 at 7:27 PM, Guest Oscar Wilson said: 1) The agenda- How can i get our club secretary to send any agenda before a board meeting? You don't, unless the board adopts a rule requiring that a tentative agenda be sent in advance of the meeting. Majority rules. RONR has no requirement that a tentative agenda be sent in advance of a meeting and, in fact, has no requirement that an agenda be adopted at all. It is entirely acceptable to use the standard order of business in RONR or a special order of business adopted by the society (which your organization has done). As I understand the facts, that order of business is as follows: Reading of minutes of last meeting Report of Secretary Report of Treasurer Reports of Committees Unfinished business Elections of new members New business Adjournment RONR has further rules pertaining to the order in which reports of committees are taken up (generally, in the order they are listed in the bylaws) and the order in which items of Unfinished business (and general orders) are taken up, which are described in RONR (12th ed.) 41:21-26. There is no set order for New Business - any member can obtain the floor and make a motion. The other items in the order of business seem easy enough to follow. On 10/23/2022 at 7:27 PM, Guest Oscar Wilson said: How can i get this board to follow an agenda? There is not a requirement for the board to adopt an agenda. The board can simply follow the order of business prescribed in its bylaws. If you wish for the board to adopt an agenda, you can make a motion to adopt one. Majority rules. If your question is how to get the board to follow the order of business, the tool for that is the Motion to Call for the Orders of the Day. Although the board can set aside the orders of the day to take up some other business by a 2/3 vote. On 10/23/2022 at 7:27 PM, Guest Oscar Wilson said: 2} Does the current board which just stepped into office have the authority to review, approve or correct the meeting minutes from the previous board? Yes, an in fact the board is required to do so. On 10/23/2022 at 7:27 PM, Guest Oscar Wilson said: Since the minutes from the last two board meetings have not been approved, are they not valid until approved? The minutes themselves are not yet "valid" in the sense that they are not yet an official record of the organization. But any motions adopted at those meetings are valid, notwithstanding that the minutes have not yet been approved. Edited October 24, 2022 at 02:04 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted October 24, 2022 at 05:37 PM Report Share Posted October 24, 2022 at 05:37 PM On 10/23/2022 at 10:20 PM, Joshua Katz said: If the board meets as often as quarterly, RONR suggests that it not follow an agenda. What is the text in RONR that you read as making this suggestion? Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 24, 2022 at 07:27 PM Report Share Posted October 24, 2022 at 07:27 PM On 10/24/2022 at 1:37 PM, Shmuel Gerber said: What is the text in RONR that you read as making this suggestion? Not speaking for @Joshua Katz, but this seems the closest to me: 41:2 ...In the case of ordinary societies that hold frequent regular meetings, an order of business that specifies such a sequence only in terms of certain general types or classes of business and gives only the order in which they are to be taken up is normally prescribed for all regular meetings by the rules of the organization.... Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted October 24, 2022 at 08:06 PM Report Share Posted October 24, 2022 at 08:06 PM (edited) On 10/23/2022 at 9:20 PM, Joshua Katz said: If the board meets as often as quarterly, RONR suggests that it not follow an agenda On 10/24/2022 at 12:37 PM, Shmuel Gerber said: What is the text in RONR that you read as making this suggestion? On 10/24/2022 at 2:27 PM, Gary Novosielski said: Not speaking for @Joshua Katz, but this seems the closest to me: 41:2 ...In the case of ordinary societies that hold frequent regular meetings, an order of business that specifies such a sequence only in terms of certain general types or classes of business and gives only the order in which they are to be taken up is normally prescribed for all regular meetings by the rules of the organization.... I would add 41:5-9, but particularly 41:6. Also 41:60-62. I would also add that, if I recall correctly, there are several posts in this forum from a member of the authorship team to the effect that ordinary societies which have adopted RONR as their parliamentary authority and meet at least quarterly should follow the standard order of business as set out in RONR. I will concede that I don't believe RONR says explicitly that such organizations should not use or adopt an agenda, but I believe that is the implication and I believe it has been stated that way in this forum many times without contradiction or correction. I personally see nothing wrong with organizations adopting agendas, but I honestly believe that doing so conflicts with the implication in RONR and with authoritative posts made in this forum. Perhaps a bit more discussion on this topic is in order. Edited to add: Just to be clear, I do understand that an organization can adopt a different order of business from that in RONR by means of adopting a special rule of order. I did not intend to suggest otherwise. Edited October 24, 2022 at 08:18 PM by Richard Brown Added last paragraph Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 25, 2022 at 06:47 PM Report Share Posted October 25, 2022 at 06:47 PM Yes, 41:6 is even better. Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted October 25, 2022 at 10:09 PM Report Share Posted October 25, 2022 at 10:09 PM RONR provides a standard order of business and prescribes that it is applicable in certain situations (41:5-6). It also says how to adopt a special order of business (2:16) to govern all meetings of an assembly, which would supersede the standard order. If such orders of business apply to a given session, clearly it is not *necessary* to adopt an agenda in order to have an order of business for that session. But that doesn't necessarily imply that having an agenda would not be useful. RONR recognizes that an agenda may be useful for information even where the standard order or a special order of business applies (41:7, 41:62). And it also provides procedures for adopting an agenda in a session that already has an applicable order of business, which differ depending on whether the agenda conflicts with the existing order of business (41:61). And it states that an agenda is frequently adopted when the standard or special order of business is not practical (41:60). So I don't think it is accurate to say that RONR suggests that a board not adopt an agenda if it has frequent meetings. I agree that the advice often given on the forum has been that there is no need for adopting an agenda, or even that it would be better and simpler not to adopt one where the standard order applies. But I don't recall any member of the authorship team saying that RONR says so. In fact, if I recall correctly, a member of the authorship team has expressed doubts on this forum in the past about whether the standard order of business even applies to meetings of the executive board of a society. But that's a whole other question. Quote Link to comment Share on other sites More sharing options...
Recommended Posts