Requiring a Special Rule of Order?

[Tomm]

41:5 lists the Usual Order of Business that does not include approval of the agenda. 41:6 refers to special rules of order for different versions.

Question: If the Order of Business makes it mandatory to approve the agenda, does that require a special rule of order?

Question: If the bylaws allow for member comments at a meeting of the board, should that also be part of, or included in, a special order of business defining the modified orders of business?

[Gary Novosielski]

The Standard Order of Business does not contemplate the use of an agenda at all.  Business is simply brought up in the specified order.

It is likely that the chair will have a memo listing the items of business scheduled for that meeting, but such a memo is not binding and so does not require adoption by the assembly.

Yes, if there are hearings of the public or of general members, that could be added as a new item, if the idea is to put it early in the meeting, something akin to a committee report.   Or, if it is desirable to put it later in the meeting it could be scheduled during Good of the Order/General Good and Welfare/Open Forum, which is an optional heading at the end of the Standard Order, and would not require any special rule of order to accomplish.

[Tomm]

On 2/16/2024 at 3:29 PM, Gary Novosielski said:

The Standard Order of Business does not contemplate the use of an agenda at all. 

I understand that but the agendas of board meetings are published 7 days prior to the meeting.

So can I assume if approving the agenda is a mandatory requirement, it needs an order of business written as a special rule of order?

As far as allowing guest members to comment; that's always done prior to board actually voting on a motion.

[Gary Novosielski]

On 2/16/2024 at 5:37 PM, Tomm said:

I understand that but the agendas of board meetings are published 7 days prior to the meeting.

So can I assume if approving the agenda is a mandatory requirement, it needs an order of business written as a special rule of order?

As far as allowing guest members to comment; that's always done prior to board actually voting on a motion.

If an agenda is mandated by your bylaws, then that supersedes the use of the standard order of business.

[Tomm]

On 2/16/2024 at 3:44 PM, Gary Novosielski said:

If an agenda is mandated by your bylaws, then that supersedes the use of the standard order of business.

Okay but, there's nothing in the bylaws mandating or requiring that the agenda be "approved"? Two different things a.) a requirement for posting the agenda, b.) requiring that they be Approved.

[Gary Novosielski]

Well, if the rules in RONR apply, the agenda must be approved if it is to be binding upon the assembly, but having not read your bylaws I can't know whether there is some rule making it binding without that vote, which is the case in some organizations.  You don't say who is writing the agenda and who is posting it.

But RONR says if it's not approved it's not binding.

[Tomm]

On 2/16/2024 at 4:15 PM, Gary Novosielski said:

You don't say who is writing the agenda and who is posting it.

The corporate secretary, based on the input and requests of the individual directors, composes the agenda and it is posted via e-mails and corporate web site by the corporation to all members, not just board members.

Nothing in the bylaws requiring that the agenda be approved, only posted! 

[Gary Novosielski]

On 2/16/2024 at 6:26 PM, Tomm said:

The corporate secretary, based on the input and requests of the individual directors, composes the agenda and it is posted via e-mails and corporate web site by the corporation to all members, not just board members.

Nothing in the bylaws requiring that the agenda be approved, only posted! 

Well, if it's not adopted, it's not binding, so in a sense it's a bit of overreach to call it an agenda.   Is there any other rule that would appear to make it binding, or that would prevent any other motions not on the "agenda" from being introduced?

[Tomm]

On 2/16/2024 at 9:20 PM, Gary Novosielski said:

Is there any other rule that would appear to make it binding,

The bylaws do say, "At least seven (7) days prior to all Board meetings, excluding Executive Sessions, Special Sessions, Informational Meetings and the Exchanges, an agenda, subject to amendment, shall be posted in..." 

So I guess that since you can't amend the agenda unless you approve it, it's kinda already there in the bylaws, but there has been times when the new 1/3 of the board is elected every year, and a new president is elected, there was a period of time when the agenda was not approved.

I was hoping a special rule of order was required specifying the order of business to emphasis that the agenda always needs to be approved. 

[Josh Martin]

On 2/16/2024 at 3:27 PM, Tomm said:

Question: If the Order of Business makes it mandatory to approve the agenda, does that require a special rule of order?

This question doesn't make any sense to me for two reasons.

• You either use an Order of Business or an agenda, so an Order of Business which makes it "mandatory to approve the agenda" makes no sense.
• The Order of Business is, as the name suggests, simply the order in which the business is considered. So it's not clear how an order of business can "make" anything mandatory.

I also don't fully understand what you mean by "mandatory to approve the agenda." Do you mean that:

• The assembly must use an agenda?
• If the assembly uses an agenda, the assembly must approve the agenda for it to be binding?

The first of these would require a special rule of order. The second of these is already required in RONR.

Based on further information, however, it seems this is ultimately about rules in your organization's bylaws. As a result, if you want to change these rules, you would amend the bylaws.

On 2/16/2024 at 3:27 PM, Tomm said:

Question: If the bylaws allow for member comments at a meeting of the board, should that also be part of, or included in, a special order of business defining the modified orders of business?

Is this question related to the other question? Because once again, you either have an agenda or a special order of business, not both.

But yes, if an organization wishes to provide for member comments at meetings of the board, it would seem advisable to include this in the agenda or order of business, whichever of these the assembly uses.

On 2/16/2024 at 11:18 PM, Tomm said:

The bylaws do say, "At least seven (7) days prior to all Board meetings, excluding Executive Sessions, Special Sessions, Informational Meetings and the Exchanges, an agenda, subject to amendment, shall be posted in..." 

So I guess that since you can't amend the agenda unless you approve it, it's kinda already there in the bylaws, but there has been times when the new 1/3 of the board is elected every year, and a new president is elected, there was a period of time when the agenda was not approved.

I was hoping a special rule of order was required specifying the order of business to emphasis that the agenda always needs to be approved. 

I don't think a special rule of order is necessary, because that's already the rule in RONR.

"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.) 41:62, emphasis added

I suppose one could argue that the bylaws provide that the agenda need not be approved, but in my opinion, that's a bit of a stretch. Since the bylaws specifically provide that the agenda can be amended, I think it's already pretty clear that this is simply a "draft" or "proposed" agenda. To the extent the bylaws do provide that, a special rule of order wouldn't help, because the bylaws take precedence over special rules of order. Just in case, it may be desirable to revise this rule to add the word "draft" or "proposed" before the word "agenda" for clarity.

I also wish to emphasize again that if your rules require an agenda for every meeting, there is no purpose in adopting a special order of business, because the agenda would take precedence over the special order of business. Unless, I suppose, there is some concern that the assembly will refuse to adopt the agenda (rather than simply amending the agenda) and there is a need for a "backup" which is different than the standard order of business.

Edited February 17, 2024 at 03:04 PM by Josh Martin

[Tomm]

On 2/17/2024 at 8:03 AM, Josh Martin said:

I suppose, there is some concern that the assembly will refuse to adopt the agenda

That was my main concern. There were times when newly elected presidents wouldn't move to approve the agenda because it wasn't listed on the agenda. Was thinking that if they knew a special order of business existed that emphasised it had to be approved it would help to reinforce the action, but I do agree that based on the bylaw it must be approved if the option exists to amend it.

Thanks 

[Joshua Katz]

On 2/17/2024 at 12:24 PM, Tomm said:

There were times when newly elected presidents wouldn't move to approve the agenda because it wasn't listed on the agenda.

There's a whole body of people who can make motions.

[Rob Elsman]

I get the impression that "agenda" is being used differently by different people.

[Gary Novosielski]

On 2/17/2024 at 12:18 AM, Tomm said:

The bylaws do say, "At least seven (7) days prior to all Board meetings, excluding Executive Sessions, Special Sessions, Informational Meetings and the Exchanges, an agenda, subject to amendment, shall be posted in..." 

So I guess that since you can't amend the agenda unless you approve it, it's kinda already there in the bylaws, but there has been times when the new 1/3 of the board is elected every year, and a new president is elected, there was a period of time when the agenda was not approved.

I was hoping a special rule of order was required specifying the order of business to emphasis that the agenda always needs to be approved. 

On the contrary, nothing here suggests that it must be adopted.  If anything it appears to suggest the opposite since it specifies it is "subject to amendment" which, if it were binding, it would not be, except by the higher threshold motion to Amend Something Previously Adopted.

So in my view your "agenda" is not adopted, and so may be amended at any time by a motion and second with a majority vote.  In addition, it appears that there is nothing preventing anyone from making additional new business motions when the "agenda" is completed, and prior to adjournment.

[Josh Martin]

On 2/17/2024 at 11:24 AM, Tomm said:

That was my main concern. There were times when newly elected presidents wouldn't move to approve the agenda because it wasn't listed on the agenda. Was thinking that if they knew a special order of business existed that emphasised it had to be approved it would help to reinforce the action, but I do agree that based on the bylaw it must be approved if the option exists to amend it.

Well, that's not what I was saying.

It appears that the problem you're currently having is that Presidents (and apparently everyone else) are assuming that the President can just set the agenda, and there is no requirement for the assembly to approve the agenda for it to be binding. Certainly that needs to be corrected, but I think it's more of a training issue than a rules issue.

When I said "refuse to adopt an agenda," I was envisioning a scenario in which the agenda was pending for approval, and the assembly outright rejected it rather than approving it, or amending it and then approving it. Which seems rather unlikely to me, but I suppose is possible.

What I'm trying to get at is that you keep referring to an assembly adopting a special order of business, but then also adopting an agenda for every meeting. This doesn't make any sense. Because if the assembly adopts an agenda for every meeting, the order of business won't really come into play. The standard order of business (or special order of business) is what's used if there is no agenda.

On 2/17/2024 at 12:29 PM, Gary Novosielski said:

On the contrary, nothing here suggests that it must be adopted.  If anything it appears to suggest the opposite since it specifies it is "subject to amendment" which, if it were binding, it would not be, except by the higher threshold motion to Amend Something Previously Adopted.

If the agenda isn't binding, what purpose is there in amending it? To the extent the purpose of the agenda is for it to be used as the order of business for the meeting, it seems to me that it must be approved.

On 2/17/2024 at 12:29 PM, Gary Novosielski said:

In addition, it appears that there is nothing preventing anyone from making additional new business motions when the "agenda" is completed, and prior to adjournment.

I agree.

Edited February 17, 2024 at 09:15 PM by Josh Martin

[Atul Kapur]

On 2/17/2024 at 10:03 AM, Josh Martin said:

You either use an Order of Business or an agenda, so an Order of Business which makes it "mandatory to approve the agenda" makes no sense.

I don't see the problem. The order of business lists categories of business and one of those categories could be approving an agenda that includes specific items, in a particular order, under each category.

On 2/17/2024 at 4:13 PM, Josh Martin said:

When I said "refuse to adopt an agenda," I was envisioning a scenario in which the agenda was pending for approval, and the assembly outright rejected it rather than approving it, or amending it and then approving it. Which seems rather unlikely to me, but I suppose is possible.

Been there, seen that. Four members of the 8-member board failed to have the agenda amended to delete an item that they did not want to discuss at the meeting. Those same 4 members then voted against adopting the  agenda while it included that item. This order of business explicitly excluded New Business. 

Edited February 17, 2024 at 11:59 PM by Atul Kapur

[Tomm]

On 2/17/2024 at 8:03 AM, Josh Martin said:

I suppose, there is some concern that the assembly will refuse to adopt the agenda

That was my main concern. There were times when newly elected presidents wouldn't move to approve the agenda because it wasn't listed on the agenda. Was thinking that if they knew a special order of business existed that emphasised it had to be approved it would help to reinforce the action, but I do agree that based on the bylaw it must be approved if the option exists to amend it.

Thanks 

[Tomm]

Let me ask it this way; the standard order of business requires that the Minutes must be approved but says nothing about the agenda requiring approval.

If an order of business is written to include having as one of its mandatory items, be the approval of the agenda, would that order of business need to be established as a special rule of order?

[Josh Martin]

On 2/17/2024 at 3:52 PM, Tomm said:

Let me ask it this way; the standard order of business requires that the Minutes must be approved but says nothing about the agenda requiring approval.

I think this is a misleading way of putting it.

It is correct that the standard order of business does not include Approval of the Agenda as an item on the order of business. But the reason for this is because, in an assembly which uses the standard order of business, RONR's suggestion is to not use an agenda. Therefore, there obviously would not be a spot for approval of the agenda on the order of business.

To the extent, however, that an assembly is to use an agenda, then the agenda would have to be approved.

On 2/17/2024 at 3:52 PM, Tomm said:

If an order of business is written to include having as one of its mandatory items, be the approval of the agenda, would that order of business need to be established as a special rule of order?

The adoption of a special order of business requires a special rule of order, period.

But to be clear, if an assembly is to use an agenda, the agenda has to be approved, whether or not "approval of the agenda" is listed on the order of business.

On 2/17/2024 at 3:34 PM, Atul Kapur said:

I don't see the problem. The order of business lists categories of business and one of those categories could be approving an agenda that includes specific items, in a particular order, under each category.

I suppose as I continue thinking on this, I am softening on it somewhat. To the extent an assembly wishes to provide for an order of business which is different than the standard order of business, there may be some value in adopting this even if the assembly also wishes to adopt an agenda for every meeting, because the assembly could then adopt an agenda consistent with that special order of business by a majority vote, rather than a 2/3 vote.

Edited February 17, 2024 at 10:18 PM by Josh Martin

[Tomm]

On 2/17/2024 at 3:13 PM, Josh Martin said:

I suppose as I continue thinking on this, I am softening on it somewhat. To the extent an assembly wishes to provide for an order of business which is different than the standard order of business, there may be some value in adopting this even if the assembly also wishes to adopt an agenda for every meeting, because the assembly could then adopt an agenda consistent with that special order of business by a majority vote, rather than a 2/3 vote.

I like that answer! Keep thinking!😀

[Gary Novosielski]

On 2/17/2024 at 4:52 PM, Tomm said:

Let me ask it this way; the standard order of business requires that the Minutes must be approved but says nothing about the agenda requiring approval.

If an order of business is written to include having as one of its mandatory items, be the approval of the agenda, would that order of business need to be established as a special rule of order?

Again, you would use either an order of business, or an agenda, but not both, so the question makes no sense, Josh's softening brain notwithstanding. 😇

[Tomm]

On 2/17/2024 at 4:41 PM, Gary Novosielski said:

Again, you would use either an order of business, or an agenda, but not both, so the question makes no sense,

Right or wrong, here's why it makes sense to me; at one point this forum told me that, "An agenda lists general and special orders. Those topics appear in the order of business. But the difference is that the agenda says what they are, while the order of business says when to take them up. The two are complimentary."

If the agenda is not official until it is approved, and the topic of "Approve the Agenda" is not listed in the standard order of business, a special order of business should be established and that should be a special rule of order?

If you don't approve the agenda then it holds no force and you must then rely on the standard order of business. But if the standard order of business does not require the agenda to be approved, where does that leave you?

When the statement was made that they are "complimentary" it means to me that they are two separate items. What I'm being told is that you must use one or the other, which could very well leave you in the position where you have an unapproved agenda, and a set of orders of business that doesn't require the agenda to be approved!

I suppose there's nothing in RONR that would prevent the making of a special rule of order that establishes an order of business that includes approves of the agenda?

 

Edited February 18, 2024 at 06:38 PM by Tomm
clarification

[Dan Honemann]

On 2/18/2024 at 1:30 PM, Tomm said:

Right or wrong, here's why it makes sense to me; at one point this forum told me that, "An agenda lists general and special orders. Those topics appear in the order of business. But the difference is that the agenda says what they are, while the order of business says when to take them up. The two are complimentary."

Can you let us know exactly where you were told this so that we can put it in context?

[Tomm]

On 2/18/2024 at 12:16 PM, Dan Honemann said:

Can you let us know exactly where you were told this so that we can put it in context?

The question that was asked by me was, "The previous thread never seems to specifically address my initial concern which is, can New Business be offered without having to amend the agenda if it's not specifically listed on the agenda?"

And the response was:

As for my view, I think it's important to get clear on agendas and orders of business. The order of business in RONR is not analogous to an agenda. An agenda lists general and special orders. As you know, those topics appear in the order of business. But the difference is that the agenda says what they are, while the order of business says when to take them up. The two, as I see them, are complementary. Which is why I agree, as Mr. Martin said, that even though the agenda may not call for new business, new business may be offered after the agenda has been completed, so long as you can do so before the chair declares the meeting adjourned. New business, in fact, in my opinion, does not belong on an agenda, because it is an order of business heading, not an agenda item. But it is the case that an adopted agenda allows the chair to, once it is completed, declare the meeting adjourned, because it is presumptively all the business to be conducted. Thus, the better course is to amend the agenda to include the item of business - especially if you think it is important enough to not be pushed to last place.

So here again, it seems to me that the order of business dictates in which order how the items on the agenda will be acted upon. If the standard order of business does not provide/include for the approval of the agenda, then my assumption is if a special order of business is to be established, it would be by aa special rule of order.

[Dan Honemann]

What I am looking for is a reference or link to the thread.