Setting the agenda

[Tomm]

Does a board president have the lone authority to prevent a motion from another Director to be placed on the agenda?

Anything in RONR that addresses that?

[Gary Novosielski]

No, of course not.  A president cannot decline to entertain a motion unless he can delineate specific reasons why it would be out of order.  And even if he rules it out of order, the ruling is subject to Appeal (§24) by any two members (a mover and seconder), which places the question before the entire assembly, whether the chair's ruling shall be sustained.  A majority vote in the negative is required to overrule the chair.

In short, RONR does not endow the president with dictatorial powers.  These would have to be found in your bylaws.  About the only thing a presiding officer can do without the consent of the assembly is to eject non-members for disrupting a meeting.

[Rob Elsman]

In ordinary societies, if the board meets as frequently as quarterly, an agenda should not be used, and the standard order of business or an order of business adopted by the society is the established order of business.  Take a look at RONR (12th ed.) §41.

[Tomm]

On 10/17/2023 at 10:53 AM, Rob Elsman said:

In ordinary societies, if the board meets as frequently as quarterly, an agenda should not be used

Understood, however, the agenda is posted 7 days prior the meeting to provide previous notice.

[Rob Elsman]

I think you are confusing a call of a meeting with an agenda.

[Tomm]

On 10/17/2023 at 11:43 AM, Rob Elsman said:

I think you are confusing a call of a meeting with an agenda

I don't believe so. The agendas actually list the text of the motions that will be presented at the board meeting to also allow those guest members to comment on the motions prior to the boards vote.

[Rob Elsman]

Little of any of this has anything to do with the rules in RONR (12th ed.).  It may well be that the organization has adopted its own rules that supersede what the parliamentary authority prescribes, in which case, you are on your own.

[Gary Novosielski]

On 10/17/2023 at 2:34 PM, Tomm said:

Understood, however, the agenda is posted 7 days prior the meeting to provide previous notice.

Previous notice can be given two ways:   [See 10:44]

• Orally at the meeting preceding the one at which the motion will be made; or
• Written, in a call of the meeting sent to all members. 

"Posting" an agenda is not considered previous notice unless you have adopted a bylaw or special rule to that effect.

[Weldon Merritt]

On 10/17/2023 at 10:38 AM, Gary Novosielski said:

About the only thing a presiding officer can do without the consent of the assembly is to eject non-members for disrupting a meeting.

Even then, the president's authority is not absolute, as "such an order may be appealed by a member." RONR 61:18.

[Gary Novosielski]

On 10/17/2023 at 10:43 PM, Weldon Merritt said:

Even then, the president's authority is not absolute, as "such an order may be appealed by a member." RONR 61:18.

There y'go.

[Josh Martin]

On 10/17/2023 at 11:20 AM, Tomm said:

Does a board president have the lone authority to prevent a motion from another Director to be placed on the agenda?

No, unless your bylaws so provide.

On 10/17/2023 at 11:20 AM, Tomm said:

Anything in RONR that addresses that?

We are told you have your own rules on this subject, so I don't know if this is relevant, but this is what RONR says concerning amending the agenda.

"In cases in which an agenda is adopted, usually this is done at the outset of a session and the agenda is intended to cover the entire session. At a session having no prescribed or adopted order of business, such an agenda is followed as a guide by the chair pending its formal adoption and can be adopted by majority vote, even if it contains special orders; it is then the order of business for that session. 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 25:12).

In some organizations, it is customary to send each member, in advance of a meeting, an order of business or agenda, with some indication of the matters to be considered under each heading. Such an agenda is often provided for information only, with no intention or practice of submitting it for adoption. Unless a precirculated agenda is formally adopted at the session to which it applies, it is not binding as to detail or order of consideration, other than as it 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 (2:16, 3:16)." RONR (12th ed.) 41:61-62

On 10/17/2023 at 1:34 PM, Tomm said:

Understood, however, the agenda is posted 7 days prior the meeting to provide previous notice.

On 10/17/2023 at 1:50 PM, Tomm said:

I don't believe so. The agendas actually list the text of the motions that will be presented at the board meeting to also allow those guest members to comment on the motions prior to the boards vote.

If your organization has its own rules concerning this matter in your bylaws, then you will have to refer to those rules to answer your question.

Edited October 18, 2023 at 05:37 PM by Josh Martin

[laser158689]

@Tomm What is sent out is just a proposed agenda and not covered in RONR.  It may qualify as a Call of the Meeting (and possibly as Previous Notice for some or all of the motions on it).    That proposed agenda is then amendable in the meeting to become your actual Agenda.

Do you usually adopt an Agenda at your meetings?  (You might just follow an Order of Business!)

Pls see §41,  esp §41:62.

Also, if this is a quasi-government board, you might be subject to "sunshine" or "FOIA" laws which often use the term "Agenda" with regard to some advanced public notice, which then constrains the topics in the meeting itself.

Edited October 18, 2023 at 09:35 PM by laser158689