Ask a Parliamentary Question Your question is saved and will appear when it is answered. To verify if you're human, please answer this question. What is 7+5? Answers So Far.. Someone asked: on March 15, 2023 8:02 pm I have a Board Meeting that is holding an election for the Treasurer position. In the past, it looks like the script would recess the Board Meeting to go through the election process, then go back into the Board Meeting following the election. Is this necessary? I can't find anywhere in Robert's Rules that an election within the Board of Directors meeting needs to recess. Can you clarify? Kirby Glad, PRP replied: on March 17, 2023 7:25 am Not only is that unnecessary, it is also improper. The only way for the board to take action is during a properly constituted meeting (unless your bylaws provide for "actions without a meeting"). So the board should stay in their meeting to conduct all business, including an election. The only reason I could possibly think of for doing it the way you mention is maybe the chair thinks he can't vote in the election during the meeting, which is also not correct. Someone asked: on March 2, 2023 5:11 pm In an HOA, If each household has 1 vote, and a member of the household makes a motion from the floor, can another member of the same household second that motion? Kirby Glad, PRP replied: on March 3, 2023 1:43 am Based on the premise that a household has only one vote, then each household is a single "member", so no, a member cannot second the member's own motion. But note this has little impact because frankly the second of the motion is not very important. It only means "yes I would like to talk about that also". Lack of a proper second is never a basis for undoing a vote. Once any debate or a vote occurs on a motion, the second is no longer relevant. Someone asked: on January 25, 2023 1:23 am Where can I find this information? Kirby Glad, PRP replied: on January 25, 2023 1:13 am Robert's Rules of Order does provide a default definition of a quorum, which is a majority of the voting members. You can override Robert's Rules by putting an exception in your bylaws, or by adopting a Special Rule of Order. Both of these usually require a 2/3 vote. You could use either to set the quorum requirement for committees at whatever you want. You cannot change the quorum requirement with a simple majority vote. You cannot change the quorum requirement in the same motion as appointing or creating the committee (in the case of a special committee) unless approved by a 2/3 vote. Kirby Glad, PRP replied: on January 25, 2023 1:48 am Section 40, Robert's Rules of Order Newly Revised (12th ed.) Someone asked: on January 25, 2023 12:41 am Does Roberts give requirements for what constitutes a quorum? For example, can you set up a committee to have X number of members represent quorum, and be out of compliance somehow with Roberts rules? Kirby Glad, PRP replied: on January 25, 2023 1:13 am Robert's Rules of Order does provide a default definition of a quorum, which is a majority of the voting members. You can override Robert's Rules by putting an exception in your bylaws, or by adopting a Special Rule of Order. Both of these usually require a 2/3 vote. You could use either to set the quorum requirement for committees at whatever you want. You cannot change the quorum requirement with a simple majority vote. You cannot change the quorum requirement in the same motion as appointing or creating the committee (in the case of a special committee) unless approved by a 2/3 vote. Someone asked: on January 24, 2023 9:46 pm I am on the board of a nonprofit organization. This questions is in regards to a fund raising activity. Our board and membership voted to host a dinner and night out with "artificial horse-style race (video format) activity for our members. After this motion was voted on, it was determined that the state licensing disallowed this activity. This position by the state is being challenged by one of the board members and she has investigated the states position with an attorney who disagrees. The board member is in conflict with the president. As a board member, it is my opinion that both the president and board member require a dialogue to determine the actual facts before being presented to the entire board for a re-vote. My question is #1) what is the correct parliamentary process regarding this conflict. Note that the membership voted strongly to have this event as well as the board members. I don't want to place the organization at risk for any issues with the state. Kirby Glad, PRP replied: on January 24, 2023 10:08 pm If the matter was approved by the body then the member(s) who believe it is illegal could challenge this decision at the next meeting by raising a Motion to Reconsider and that would allow debate on the reason for reopening the discussion, and then allow the subject of the activity to be considered again. Maybe someone has a suggestion on how to adapt the activity to meet everyone's understanding of the law. The body of the organization may take into account the opinion of attorneys and others, but is not bound by that. Attorneys have differences of opinion all the time - that is why we have judges. And at times, even judges disagree. It is the duty of members to raise the issues of what is a risk if the activity is adjudicated to be illegal in the future. The best decisions are made when all the facts and opinions are fully presented on both sides. Someone asked: on January 24, 2023 8:39 pm Is a non profit organization that has its own bylaws but deferred to Robert’s rules of order required to keep minutes from its board meetings and supply them to the membership? Based out of Oklahoma but has 501c status. Kirby Glad, PRP replied: on January 24, 2023 9:59 pm First we need to know if Robert's Rules of Order applies to your organization. Bylaws do not replace Robert's Rules but there should be something in the bylaws that recognize Robert's Rules as the "parliamentary authority". Where Robert's Rules conflict with the bylaws, the bylaws rules. If you need the correct language that should be in the bylaws for this, please email me at email@example.com Under Robert's Rules you would have a secretary at each meeting who keeps minutes and distributes those to the members. Whether the minutes should be available to the members depends on who has the power in the organization. In some organizations, the board is the center of power, and in other the members are the center of power, and the board is accountable to the members. The easy solution in that case is for the members to amend the bylaws to require the board minutes to be sent out to the members. But you could also do this by passing a Standing Rule, which only requires a majority vote, directing the board to do so. Someone asked: on January 16, 2023 3:05 pm I am on the Executive board of a nonprofit club. My position is listed in the bylaws. The current board has taken steps to edit my position description (a club guidance document but not in the bylaws) to render my position advisory only and meeting attendance by invitation only. As an officer currently listed in the bylaws, I believe I still have a right to see the minutes of the meeting, correct? Kirby Glad, PRP replied: on January 16, 2023 5:48 pm There is a hierarchy of governing documents. No lower ranking document can alter what is laid out in a higher document. The bylaws of the organization cannot be altered by a special rule of order (or "club guidance" document). If you want to change the bylaws you must follow the process that is outlined in the bylaws for changing the bylaws. If the bylaws give you specific powers and duties, that can only be changed by amending the bylaws. That is the parliamentary advice. If you want to email the bylaws to firstname.lastname@example.org I can give a more specific answer. But the leadership and political advice is to figure out why people don't want to work with you or why they feel you are not making a contribution in the meetings, and address that issue. Someone asked: on December 16, 2022 3:57 pm If a topic for vote is introduced by the Chair and discussion takes place before a motion is made, but the motion is not seconded, is the motion still considered to have taken place? Kirby Glad, PRP replied: on January 2, 2023 3:30 am Yes it is. The only reason for a second to a motion is so we don't waste time discussing something that only one person wants to discuss. A second only means "I would like to discuss that". As soon as there is any debate, or if a vote is taken on the motion, there is no longer any need for a second. There are special rules for small boards or committees, less than a dozen people, where a second is never needed. Also in small boards or committees it is permitted, and even common, to have some discussion before a motion is made. But many groups mistakenly think that they can't make a motion until there is a consensus. Such groups tend to have aimless discussions and long meetings. You will find that the sooner you get to a motion, the sooner you can focus the discussion and come to a decision. In large meetings, over 12, you never have any discussion without having a motion first. Someone asked: on December 15, 2022 9:11 pm how does a member of the public, during public comments of a meeting ask for an item to be added to the agenda, for the current meeting of for the next meeting Kirby Glad, PRP replied: on December 16, 2022 12:54 am It is important to remember that when attending a public meeting of a body, such as a city council, school board, planning commission etc, that it is a meeting of the body (council board, commission etc) and the public is merely an invited guest to observe the meeting. You already know that you have no right to vote in those meetings, so it should make sense that you also have no right to debate, to make motions, or even speak. You may be invited to speak, at the discretion of the body. So the direct answer to your question is "you ask politely". But you have no power to demand. Also note that most bodies that have public meetings are required to publish their agenda in advance, so they really could not add your item to the agenda of THAT meeting even if they want to. Someone asked: on December 14, 2022 8:27 pm Our president could not preside at our board meeting so the 2nd VP chaired the meting. during the board meeting a motion was presented and voted on (it carried). The president was not happy with the motion made and said the following to our board via email. Please note the motion did not reduce presidential authority. "Any motion was made on this matter that reduces this Presidential authority will be out of order, dilatory and not allowed." Can the president, who was not at the meeting, rule a motion out of order that was previously called in order and voted on? Kirby Glad, PRP replied: on December 15, 2022 1:58 am Unless your President is granted some special powers by your bylaws, it is the Chair of meeting who would have the power to rule a motion out of order, and in this case the duly elected 2nd VP was the chair, and as such, had full and complete authority in that role. In terms of the comment about a motion that "reduces this Presidential authority", that may be in fact out of order if it contradicts the bylaws. A motion that is passed in contravention of the bylaws can be ruled out of order even at a later meeting. If the members are indeed trying to pass a motion affecting the President's duties (while he is not there) that may, or may not, be out of order. I would have to see your bylaws and the exact wording of the motion in order to fully answer your question. You can send to email@example.com Finally, it is the body, not the chair, that has the final decision on what is, or isn't, out of order. Next Questions
Answers So Far..