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  • Someone asked:
    Should minutes be recorded in Executive Session? Possibly a separate and confidential set of minutes? How should decisions (possibly votes) conducted in Executive Session be recorded? For example, if a decision is made in Executive Session to give an employee a raise and pay for federal holidays, where is that recorded for future reference?
    • Kirby Glad, PRP replied:
      Thanks for your excellent question. Yes, minutes should be taken in Executive Session. A good rule of thumb is “if it is not in the minutes it didn’t happen”. An executive session is entered or exited by a majority vote. The motion to enter executive session may include which special invitees, in addition to the members, may remain (e.g. a manager, staff, legal counsel, etc). An executive session is secret, but only to those outside of those entitled to attend. Members have an obligation to not disclose or discuss the meeting with outsiders. The minutes of the meeting (which should be marked as “Executive Session” or “confidential”) CAN be sent (such as email) to those entitled to attend. Even if someone was absent who was eligible to attend the meeting, that person can receive the minutes. Minutes of an Executive Session, as with all minutes, should include the actions taken and NOT notes about the debate, and are approved in another Executive Session. (But you don’t need to have an executive session to approve the minutes of an executives session held solely to approve the minutes of another executive session, if that makes sense). There are several ways to get the decision into the records. First, if it is a small committee or board, you can have an executive session to discuss the confidential issues, such as employee performance, and get a consensus. Then exit executive session and make the motion for the salary change in the open meeting and vote in the open meeting. But if there is further discussion you need to go back to executive session. Second, the motion to leave executive sessions can include the items that are to be included in the “open” minutes. For example, “I move that we exit executive session and report that John’s salary will be increased to $60,000” – this would be entered in the minutes of the OPEN meeting as “The board returned from executive session with the report the John’s salary will be increased to $60,000”. This requires a majority vote. Lastly, a motion can be made in any later executive session, or in an open session (if the motion can be made without disclosing the secret information) to remove the obligation of secrecy from an item, which at that point requires a majority vote with prior notice or a 2/3 vote without notice. Feel free to contact me again if you would like further clarification, or if the is anything else I can help with, such as training for your group, help with bylaws, advice about running your board or membership meetings, etc. Lave your phone number or email and I will contact you directly.
  • Someone asked:
    Our organization voted to sell a property over a year ago. It was handled in order with debate and a ballot vote. The group voted to sell. Now a member in the losing minority from the floor made a motion to take it off the market. Rescind the original action. The moderator who was also in the minority accepted it and announced the organization will vote on taking it off the market. I feel it’s out of order because a member of the minority made the motion. The chair of our board and the moderator do not agree. Both were in the minority. Who is right?
    • Kirby Glad, PRP replied:
      It is a common and important question: “How can we change our mind?”. A deliberative body needs the ability to change decisions based on changing circumstances, but also we don’t want to waste time frequently reversing decisions based on who shows up very week. Therefore a basic parliamentary rule is: to change a decision requires “something more” than making the decision in the first place. There are several Robert’s Rules of Order that apply to changing a decision. First, to change a decision in the same meeting you must have someone on the WINNING side make a Motion to Reconsider. This shows that at least one more persons who voted for it are willing to change their vote, which could change the outcome. This requirement is the “something more” that prevents the losing side from wasting everyone’s time by demanding vote after vote with the same outcome. After someone on the winning side makes a Motion to Reconsider a motion that was adopted in the same session (and only some motions are eligible), the Motion to Reconsider can be debated and must be adopted by a majority vote. If adopted, then the subject motion (the thing you want to change) is back on the floor for consideration, the same as if it had never been adopted. I believe “Reconsider” is the motion you are thinking of, because in your question you said that the person who wants to change is was on the losing side. But the Motion to Reconsider does not apply in this case because the decision was made at a previous meeting. Second, if a motion was adopted that has a continuing force and effect (not including bylaws or rules), this can be changed with a Motion to Rescind (if you want to cancel the previously adopted motion) or Motion to Amend Something Previously Adopted (if you just want to change it). The “something more” for this motion is that it requires either previous notice (so those who adopted it before will be sure to show up at the meeting) and a majority vote, or a 2/3 vote without notice. A motion to Amend Something Previously Adopted includes the exact text of the changes to be made. One more issue that affects your situation is the exact wording of the motion that was passed before. If the motion was “we will sell the property”, that motion does have a continuing force until changed, so you would make a motion to rescind. If the previous motion was “to list the property for sale” that was (I assume) already done. You can’t undo something that is already done, so in that case anyone could make a motion to “cancel the listing”, which can be adopted without notice and by a majority vote. One of the services I provide is to act as a “floor parliamentarian”, who can advise you before the meeting about what to say, but also advise you during the meeting on how to respond to any parliamentary situation during the meeting. Please let me know if I can be of further assistance. If you text me at 807-376-2050 that you have a parliamentary question, I will call you back.
  • Someone asked:
    Generally speaking, can the Board of Directors of a Club, expel a Member without the a full membership vote? The member’s violation is deemed to be, too private to divulge to the membership. So the only details we provide to the membership is behavior harmful to the Club.
    • Kirby Glad, PRP replied:
      Generally the Board does NOT have the authority to expel a member unless this is granted by the bylaws. You could have the members votes on creating a committee to review the case, and the members could delegate the authority to expel a member to this committee, and this could be done without disclosing all the details. But if the members want to know the facts, they have the right to do so. Any such discussions would be done in Executive Sessions, which means that members have an obligation to keep the discussion confidential. If your bylaws are just a few pages, I can review those for you and let you know if this general answers applies to your specific organization. You can email to kirby@parliamentarian.com. Our parliamentary services include review and advising on bylaws, assisting you in drafting motions, and even helping you conduct the process to expel a member in the correct and proper way.
  • Someone asked:
    How did Robert come up with Robert's Rules?
    • Kirby Glad, PRP replied:
      Henry Robert, as a young army officer, was assigned to preside over a meeting, which went so poorly that he determined to learn how to run a meeting well and never experience such an embarrassment again. This began his lifelong study of successful parliamentary procedures throughout the United States. He then wrote a book based on his studies. Robert's rules were not devised by Robert, rather the rules were collected from the best practices of organizations all across the nation ( in the same way that Webster did not invent the English language, but rather reports how most people are using the language.) Now, over 100 years later, the Robert's Rules book continues to be updated by a committee of researches who, in the same way as Robert, collect information on the current trends and practices being used by successful organizations. Robert's Rules of Order is a compilation of best practices for running effective and successful meetings.
  • Someone asked:
    Why do so many organizations use Robert's Rules?
    • Kirby Glad, RPR replied:
      Robert's Rules of Order, Newly Revised, is used by about 80% of deliberative bodies (excluding state legislatures which often use Mason's Rules). The reason is probably that Robert's is the most complete and well researched volume on this topic. Ulike other works on the subject of parliamentary procedure (which means "meeting procedure") Robert's Rules continues to be updated even today by a committee of researchers which gather information on the current trends and practices of successful organization around the country.
  • Someone asked:
    What is the role of the Executive Committee? Once the body moves to take action, what authority does the Executive Committee have to change the body's decision.
    • Kirby Glad, PRP replied:
      The answer to this question is found in the governing documents of your organization, such at the Articles of Incorporation, Constitution, and/or Bylaws. If you want to send these documents to kirby@parliamentarian.com, we can discuss this further. The general rules is the Executive Committee has ONLY those powers specifically granted to it in the governing documents (such as listed above), and it is subservient to it's superior body, which can overrule or undue its decisions or actions at almost any time. For example, the Executive Committee of a Board of Directors could, in most cases, be reversed or overruled by a vote of the Board.
  • Someone asked:
    At our last general membership meeting, there were openings for 3 directors. Two were nominated leaving one seat open. The nominations were closed leaving one seat open. We will vote on the entire slate at our next meeting. Can someone be nominated from the floor at that meeting and voted on that same night? We appreciate your help! Thank you!
    • Kirby Glad, PRP replied:
      The answer to this question is found in the governing documents of your organization, such at the Articles of Incorporation, Constitution, and/or Bylaws. If you want to send these documents to kirby@parliamentarian.com, we can discuss this further. These documents can override the general rules found in Robert's Rules. The general rule is that nominations could be taken from the floor at the election. Additionally Robert's Rules allows for write in votes, so that even an un-nominated person can be elected.
  • Someone asked:
    What can you do if the chair does not recognize you after several tries.
    • Kirby Glad, PRP replied:
      If you feel like you are being ignored repeatedly by the chair, first think if you are legitimately entitled to be recognized. Generally the chair should recognize the first person to rise and address the chair, but there are exceptions to this. For example, the person who makes a motion is generally entitled to be recognized first in debate, even if someone else claims the floor first. Also is you are making dilatory motions, or otherwise seeking to obstruct or thwart the will of the assembly, the chair is entitled to ignore you. RONR (11th ed.) p. 343 ll. 2 If you are legitimately claiming the floor and continue to be ignored there are a couple of approaches. Catch the chair after the meeting, and ask “hey did you see me over there?”. If the meeting is large, it may simply be an issue of lighting, or not being observant. This may solve the problem for the future. For something more urgent, you could rise what no one else is speaking and state “Parliamentary Enquiry”, which the chair should immediately recognize. Your point would be “What are the rules for claiming the floor? I have been the first to rise several times but I have not been assigned the floor and I’m not sure what I’m doing wrong”. This is a polite way of doing it. If you can’t even get recognized for that, then at a point where you are ignored and someone else is assigned the floor, you can interrupt the meeting and stand to say “Point of Order”. In this case it would be obvious to all if you are not recognized. Your point would be “I rose first to claim the floor, and it was out of order to assign the floor to another member.” Then the chair should either correct himself or explain why you were not called upon. Once of these should solve your problem in all but the most dramatic cases. But if not, for example if the chair does not even recognize your point of order ( again, be sure you are not being dilatory) you can even take your complaint directly to assembly and overrule the chair. This is described on page 650 of RONR, section 62.