Motions regarding Meeting Minutes at a Special Meeting

[Guest Andy E]

Good evening!

At a recent special convention (which I classify as a special meeting) - there was a motion made near the end of the convention (and passed) which directed the Secretary to publish draft minutes within 48 hours. That motion has since been challenged to our Judicial Committee as being out of order due to lack of notice i.e. the motion was not included in the call to the special meeting (per RONR 9:15).

I do see that 9:15 provides certain exceptions to notice requirements, "This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting."

Would a motion regarding the timeframe for completing meeting minutes be exempt from notice requirements?  I thank you for your time and consideration.  😊
 

[Gary Novosielski]

Under what theory do you classify a special convention as a special meeting?  

[Guest Andy E]

That's about an 21 month story in itself.     🙂

I'll attach a file if you really want to know - be brave sir.

Ruling, LPMI Judicial Committee Dec. 2022.pdf

[Gary Novosielski]

I think I'll just ask if you have a question about Robert's Rules of Order Newly Revised.

[J. J.]

On 3/27/2024 at 6:52 PM, Guest Andy E said:

Good evening!

At a recent special convention (which I classify as a special meeting) - there was a motion made near the end of the convention (and passed) which directed the Secretary to publish draft minutes within 48 hours. That motion has since been challenged to our Judicial Committee as being out of order due to lack of notice i.e. the motion was not included in the call to the special meeting (per RONR 9:15).

I do see that 9:15 provides certain exceptions to notice requirements, "This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting."

Would a motion regarding the timeframe for completing meeting minutes be exempt from notice requirements?  I thank you for your time and consideration.  😊
 

I would say "no" for this reason.  Instructing the secretary to do something outside of a meeting does not arise in connection with the transaction of business of the meeting.  It deals with the duty of the secretary outside of the meeting. 

 

You may wish to look at this thread:  https://robertsrules.forumflash.com/topic/43381-convention-rules-at-a-special-convention/

 

[Josh Martin]

On 3/27/2024 at 5:52 PM, Guest Andy E said:

Would a motion regarding the timeframe for completing meeting minutes be exempt from notice requirements?

Is the motion regarding the timeframe for completing the minutes of the special meeting that is currently happening? Or is it regarding minutes of some other meeting, or regarding minutes generally?

I would be inclined to argue that a motion regarding the timeframe for completing the minutes of the current meeting is a motion "that may arise in connection with the transaction of such business or the conduct of the meeting," although I see J.J.'s point that there are also reasonable arguments to the contrary.

To the extent that the motion involved minutes for any meeting other than the current meeting, it is certainly not a motion "that may arise in connection with the transaction of such business or the conduct of the meeting."

On 3/28/2024 at 8:07 AM, J. J. said:

I would say "no" for this reason.  Instructing the secretary to do something outside of a meeting does not arise in connection with the transaction of business of the meeting.  It deals with the duty of the secretary outside of the meeting. 

J.J., would a motion to appoint a Minutes Approval Committee be a motion "that may arise in connection with the transaction of such business or the conduct of the meeting?"

If not, why not?

If so, what distinguishes that from a motion directing a Minutes Approval Committee (or the Secretary) with respect to preparation of the minutes of the current meeting?

On 3/27/2024 at 7:42 PM, Gary Novosielski said:

Under what theory do you classify a special convention as a special meeting?  

Mr. Novosielski, I'm puzzled by your question. If we accept for the sake of argument that this is a special convention, I don't understand why you would think that a special convention does not follow the rules pertaining to special meetings.

Edited March 28, 2024 at 02:59 PM by Josh Martin

[J. J.]

On 3/28/2024 at 10:54 AM, Josh Martin said:

Is the motion regarding the timeframe for completing the minutes of the special meeting that is currently happening? Or is it regarding minutes of some other meeting, or regarding minutes generally?

I would be inclined to argue that a motion regarding the timeframe for completing the minutes of the current meeting is a motion "that may arise in connection with the transaction of such business or the conduct of the meeting," although I see J.J.'s point that there are also reasonable arguments to the contrary.

To the extent that the motion involved minutes for any meeting other than the current meeting, it is certainly not a motion "that may arise in connection with the transaction of such business or the conduct of the meeting."

J.J., would a motion to appoint a Minutes Approval Committee be a motion "that may arise in connection with the transaction of such business or the conduct of the meeting?"

If not, why not?

If so, what distinguishes that from a motion directing a Minutes Approval Committee (or the Secretary) with respect to preparation of the minutes of the current meeting?

 

 

This, to me, would be an instruction to an officer to do something outside of a meeting, not a delegation to a committee. 

Suppose that at this special convention there was a fundraiser, during the meeting.  It received proper noticed.  Would a motion ordering the treasurer to open a separate account at a new bank, and deposit the fundraising money in the new account be in order?  I would say no, because the motion was not noticed.

I will agree that it is close, but because it is an order to an officer, and could not be a adopted as a special rule, I have to come down on the "no" side.  Ironically, I may not have that problem with the convention appointing a committee to approve and distribute the minutes. 

 

 

[Josh Martin]

On 3/28/2024 at 10:37 AM, J. J. said:

Suppose that at this special convention there was a fundraiser, during the meeting.  It received proper noticed.  Would a motion ordering the treasurer to open a separate account at a new bank, and deposit the fundraising money in the new account be in order?  I would say no, because the motion was not noticed.

I agree.

On 3/28/2024 at 10:37 AM, J. J. said:

I will agree that it is close, but because it is an order to an officer, and could not be a adopted as a special rule, I have to come down on the "no" side.  Ironically, I may not have that problem with the convention appointing a committee to approve and distribute the minutes. 

I think what distinguishes this from your treasurer example is that matters relating to bank accounts are indisputably administrative in nature, not parliamentary. 

The minutes, however, are parliamentary in nature, and although the minutes will in fact be prepared (at least in part) outside of the meeting, the preparation of the minutes of the current meeting is undoubtedly connected to the current meeting.

Nonetheless, I have no disagreement that it is a close call. Generally, a decision on this matter would ultimately be up to the convention to decide, although I understand that a separate committee is authorized to make such judgments in this organization.

On 3/27/2024 at 5:52 PM, Guest Andy E said:

At a recent special convention (which I classify as a special meeting) - there was a motion made near the end of the convention (and passed) which directed the Secretary to publish draft minutes within 48 hours.

I do have one follow-up question, which I think may affect my thinking on this - what is the meaning of "publish" in this context?

[J. J.]

How minutes are distributed, e.g. posted on a website or sent via postal mail, and when they are distributed are administrative in nature.  What goes in the minutes and how they are approved is procedural, but that is not the question.

Looking at the how and when of approval of the minutes, those might be a standing rule. 

[Josh Martin]

On 3/28/2024 at 11:27 AM, J. J. said:

How minutes are distributed, e.g. posted on a website or sent via postal mail, and when they are distributed are administrative in nature.  What goes in the minutes and how they are approved is procedural, but that is not the question.

Looking at the how and when of approval of the minutes, those might be a standing rule. 

Yes, I see where you're getting at with this now, and I think you may have a point, depending on what the OP meant by "published."

[J. J.]

On 3/28/2024 at 12:29 PM, Josh Martin said:

Yes, I see where you're getting at with this now, and I think you may have a point, depending on what the OP meant by "published."

I think it was a requirement to distribute them to the members. 

Sorry for being so obtuse. 

Edited March 28, 2024 at 05:42 PM by J. J.

[Josh Martin]

On 3/28/2024 at 12:18 PM, J. J. said:

I think it was a requirement to distribute them to the members. 

Sorry for being so obtuse. 

Thank you. Assuming no such requirement already exists for the organization, I am inclined to think that imposing such a requirement, even if applied only to the present meeting, is not a motion that "that may arise in connection with the transaction of such business or the conduct of the meeting."

I may have originally been led astray by the question being phrased as "Would a motion regarding the timeframe for completing meeting minutes be exempt from notice requirements?" The timeframe for preparation of the meeting minutes seems connected to their approval, since the minutes cannot be approved until they are prepared. A motion relating to the manner of distribution for the minutes, however, seems more in the nature of an administrative rule than a parliamentary one.

[J. J.]

On 3/28/2024 at 2:25 PM, Josh Martin said:

Thank you. Assuming no such requirement already exists for the organization, I am inclined to think that imposing such a requirement, even if applied only to the present meeting, is not a motion that "that may arise in connection with the transaction of such business or the conduct of the meeting."

I may have originally been led astray by the question being phrased as "Would a motion regarding the timeframe for completing meeting minutes be exempt from notice requirements?" The timeframe for preparation of the meeting minutes seems connected to their approval, since the minutes cannot be approved until they are prepared. A motion relating to the manner of distribution for the minutes, however, seems more in the nature of an administrative rule than a parliamentary one.

I do agree that it would be an administrative rule, and require notice, but I do also agree that it is not crystal clear. 

Ironically, if this had been referred to a committee, I would have been more likely to say that it was in order without notice. 

[Atul Kapur]

On 3/28/2024 at 2:46 PM, J. J. said:

Ironically, if this had been referred to a committee, I would have been more likely to say that it was in order without notice. 

Which is why I still lean towards it being in order. Otherwise this would appear to be an example where form is overriding substance. 

[J. J.]

On 3/29/2024 at 10:28 AM, Atul Kapur said:

Which is why I still lean towards it being in order. Otherwise this would appear to be an example where form is overriding substance. 

The substance is forcing the secretary to do something beyond his duties. 

Let me expand a bit.  Members named to the committee would, in theory, have to consent to serve and to the conditions of service.  In theory, someone could decline election to that committee.  Assigning something to the secretary outside of the meeting is something beyond something that would  "arise in connection with the transaction of such business or the conduct of the meeting."

 

Edited March 29, 2024 at 03:05 PM by J. J.

[Shmuel Gerber]

It seems to me that publication of the minutes of the business transacted at a special meeting is certainly related to the business transacted at the special meeting. There is no requirement of previous notice of particular motions at a special meeting. 

[Atul Kapur]

On 3/29/2024 at 10:57 AM, J. J. said:

The substance is forcing the secretary to do something beyond his duties.

I believe that I am agreeing with @Shmuel Gerber when I say that the substance is whether it is related to the business transacted at the meeting. If it is, then it matters not whether it is  done by a minutes approval committee or the secretary; the motion is in order either way.

[J. J.]

On 3/29/2024 at 12:15 PM, Shmuel Gerber said:

It seems to me that publication of the minutes of the business transacted at a special meeting is certainly related to the business transacted at the special meeting. There is no requirement of previous notice of particular motions at a special meeting. 

This is not a question of merely the publication of the minutes, but the ordering of secretary to do something not required by rule or bylaw and something that is to be done outside of the meeting.  Ordering the secretary to record something that would not normally be in the minutes would relate to the transaction of business at the special meeting.  That is where there is a difference, as I see it. 

This goes beyond something "arise in connection with the transaction of such business or the conduct of the meeting."  How the minutes are distributed, and when they are distributed, cannot deal with the conduct of the meeting, as the meeting is over by that point.    It does not deal with the transaction of business, over even the recording of that transaction.

Is this a technical distinction?  Yes, but that is how the question was asked. 

[Dan Honemann]

A motion made at a special meeting is in order if it deals with some matter that has arisen "in connection with the transaction of" business specified in the call of the meeting.

I suppose it would not be too difficult to conjure up a factual situation in which it is determined, during debate on some question directly related to business specified in the call, that it would be highly advisable to have the decisions arrived at during the meeting conveyed to the membership at large as soon as is feasible.  Under these circumstances, I think a motion directing the secretary to publish a draft of the minutes within a certain period of time would be a motion dealing with an issue that has arisen in connection with the transaction of business specified in the call of the meeting.

[J. J.]

On 3/29/2024 at 3:10 PM, Dan Honemann said:

A motion made at a special meeting is in order if it deals with some matter that has arisen "in connection with the transaction of" business specified in the call of the meeting.

I suppose it would not be too difficult to conjure up a factual situation in which it is determined, during debate on some question directly related to business specified in the call, that it would be highly advisable to have the decisions arrived at during the meeting conveyed to the membership at large as soon as is feasible.  Under these circumstances, I think a motion directing the secretary to publish a draft of the minutes within a certain period of time would be a motion dealing with an issue that has arisen in connection with the transaction of business specified in the call of the meeting.

Considering that the next meeting could not be held until notice was given, why would there be the rush?

[Dan Honemann]

On 3/29/2024 at 4:09 PM, J. J. said:

Considering that the next meeting could not be held until notice was given, why would there be the rush?

So the members will have a chance to make their hotel reservations before the anticipated increase in price.

[J. J.]

On 3/29/2024 at 5:27 PM, Dan Honemann said:

So the members will have a chance to make their hotel reservations before the anticipated increase in price.

That would still not warrant it.

If they feel that is really a need to get this out, the assembly can assign this to a committee.  

[Dan Honemann]

On 3/29/2024 at 10:02 PM, J. J. said:

That would still not warrant it.

If they feel that is really a need to get this out, the assembly can assign this to a committee.  

I gather that you would be making this same argument if this were all happening at a regular meeting rather than a special meeting.  Have I got this right?

[Gary Novosielski]

On 3/29/2024 at 12:59 PM, J. J. said:

This is not a question of merely the publication of the minutes, but the ordering of secretary to do something not required by rule or bylaw and something that is to be done outside of the meeting. 

You must be presuming that the stated duties of the Secretary do not include a phrase such as: "...and such other related tasks as the assembly may assign," which is often a part of job descriptions (especially those I have had a hand in drafting). 

Besides, since the primary job of the Secretary is the drafting of minutes, it's hard to view this as a significant departure from the normal duties of the office.  It's not as though the assembly ordered the Secretary to paint the clubhouse.

[J. J.]

On 3/30/2024 at 6:46 AM, Dan Honemann said:

I gather that you would be making this same argument if this were all happening at a regular meeting rather than a special meeting.  Have I got this right?

Yes, and no.  I think both would be in order at a regular meeting. 

I take it that you would feel that if there was a fundraiser, during the meeting, a motion ordering the treasurer to open a separate account at a new bank, and deposit the fundraising money in the new account, would be in order? 

Edited March 31, 2024 at 12:07 AM by J. J.