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  • Someone asked:
    We have a board member who continually used social media to "incorrectly" report on board business and yes business discussed in executive session, under the pretext that he is for "full" transparency. Most of what he posts is used to create anger and hostility in the HOA community as he has garnered some followers. what as a board can we do to do his fiduciary responsibilities? He outwardly says he will disrupt and won't back down when he feels he is right. (He does this with purpose). What are our options? Thank You.
    • Kirby Glad, PRP replied:
      This depends heavily on your bylaws. Robert's rules provides for removal of a board member for cause (and disclosure of the discussion of an executive session would constitute cause) but that would require a 2/3 vote of whatever body elects the board members. Some bylaws provide for other methods of removing board members, with or without cause. If you want to send your bylaws to kirby@parliamentarian.com I can provide further information, or suggest changes to your bylaws.
  • Someone asked:
    After a meeting is brought to order, and the roll has been taken, if a member is absent during roll call, and later arrives at the meeting, are they permitted to vote on any business?
    • Kirby Glad, PRP replied:
      Unless your bylaws have a specific requirement that you must be present during role call in order to vote, a member can participate fully in the meeting regardless of arrival time.
  • Someone asked:
    This question pertains to executive sessions of a non-profit board of directors. If the CEO (staff member) is an ex-officio voting member of the board, may he/she be asked to leave during an executive session?
    • Kirby Glad, PRP replied:
      Executive Session can exclude non-members, but voting members of the body may not be excluded against their will. If the topic is a disciplinary matter with the CEO then the CEO could be excluded under the rules for disciplinary procedures. If you want to discuss something about the compensation of the CEO, you could just politely ask the person to step out while you discuss salary. The CEO would be foolish not to oblige. If you want to force a voting ex officio member out of the room during executive session you will need to amend the bylaw that grants ex officio status to the CEO to reflect such restrictions.
  • Someone asked:
    At a recent meeting of a board on which I serve, an agenda item (a report by a member about their recent attendance at a conference ) was postponed until the next meeting due to the illness of the board reporting member. A motion was made (and approved) to postpone the report until the next meeting. My question: when the item appears on the agenda of the next meeting, is it new business, or is it unfinished business?
    • Kirby Glad, PRP replied:
      Great question. The answer is neither. Under Robert's Rules the order of business is minutes, reports (officers and committees), unfinished business, new business. If a report is not given then it will just be given at the next meeting. No motion is required for that. The chair would just say "Mr. Jones is not hear to give his report on the conference so we look forward to hearing that at the next meeting. The next item of business is . . . ". IF there is no motion then there is no need to postpone. To "postpone definately" is a subsidiary motion that must be applied to a main motion. You don't vote to "postpone" a report. You postpone a motion. If someone makes a motion and then the board votes to postpone that MOTION to the next meeting, that motion would be on the agenda under unfinished business. "Unfinished business" does NOT included things that were on the agenda at the last meeting that were no covered - only for motions specifically postpone definitely to another meetings. New business includes any decisions not dispositioned in the the past. Agenda items under New Business that are not discussed or for which no motion is made are simply moved forward to new business at a future meeting, if still pertinent.
  • Someone asked:
    Hello - Could someone advise me on whether or not a second reading is required based on the attached section of transcript from a recent town council meeting? As I read it, and I heard the recording of it as well, there was a motion to deny which was seconded. Then there was a motion to delay which was withdrawn. There was discussion and an amendment to the motion to deny was made and seconded. Then there was a vote to deny which was passed. Does that mean the agenda item for rezoning and the added amendment was denied and if so why would there be a second reading? A yes vote, it seems to me would be to approve denial.
    • Kirby Glad, PRP replied:
      The transcript was very long so I removed it.Others won't see but suffice it to say that this chair needs some training. There is nothing in Robert Rules about a first or second reading. There is something about this in Mason's Manual of Legislative Procedure which is used by most state legislatures. If your bylaws adopt Robert's Rules, then maybe your chair has some experience in the state legislature and thinks the rules are the same. If your bylaws adopt Mason's then I'm not an expert on Mason's and can't answer your question. If you want to send your bylaws to me at kirby@parliamentarian.com I can give you better advice.
  • Someone asked:
    Hello, Thank you for taking time to read my post and possibly answer my questions. I am very new to Robert’s Rules and I am tying to fully understand the procedure for holding a trial under Robert’s Rules. If a member wanted to bring charges against another member they would have to submit it to the Executive Board. Would the Executive Board need to hold an investigation to validate the charges? If the Executive Board deemed that the charges indeed were valid, would they then need to present a report to the membership and their suggestion for proposed action? Hypothetically, a member brought their charges to the Executive Board at the regularly scheduled E-Board meeting (which occurs 1 hour before the general membership meeting) and the Executive Board said “Aight these charges are valid.” But then during the general membership meeting, they failed to report to the body their meeting minutes because “oh well we are still talking and are not ready to present our minutes.” They then proceeded to read the charges of the Accused and then notify the Accused of the date and time of their trial. Is this hypothetical situation a violation of Robert’s Rules? Is not giving the General membership a report of their proposed action and allowing the body to decide if a trial is acceptable, also a violation of Robert’s Rules? I hope this all makes sense. I’m sorry if my thoughts are not compiled in an organized manner. I have been thinking about this a lot and would love the input of a parliamentarian or anyone who is familiar with Robert’s Rules. Thank you so much for your time and assistance in this question.
    • Kirby Glad, PRP replied:
      How a complaint is submitted is governed by your bylaws. Roberts Rules (RONR) simply provides that it be brought before the membership, but that a trial authority can be stipulated in the bylaws. If your bylaws provide that to be the Executive Board, then that is your path. The EB would then form an investigating committee. The complaint would not normally be publicized before the investigation is complete and the trial authority has made a determination. Yes, unless your bylaws provide otherwise, it is a violation of rules to make such an announcement before the investigation is complete. Again it really depends if your bylaws provide something different than RONR
  • Someone asked:
    Can you make a motion to amend a motion on the floor.
    • Kirby Glad, PRP replied:
      Generally speaking, yes you can. There are some exceptions so you would need to give more information about your specific situation. Some exceptions might be - you cannot amend a secondary amendment, you cannot amend a motion in a way that changes it to a different type of motion, you cannot move an amendment that is out of scope of notice for the main motion, an amendment must be germane to the main motion, and if an motion is being offered only for "ratification" (such as a bylaw that was approved by another body and now being offered only for "ratification") it cannot be amended.
  • Someone asked:
    At the end of the meeting of our denominational body, a motion is made and approved for the secretary to be able to “finalize” the minutes (can’t recall the actual wording). Does the range of rights normally given to the secretary include the right to substantively alter a motion approved by the assembly if the assembly itself did not vote to so alter the motion before adjournment until next year’s gathering?
    • Kirby Glad, PRP replied:
      The minutes of the meeting should be approved at the next regular meeting if within the next three months. If the next regular meeting is more than three months away, then a committee (such as the executive committee or council of your congregation) should approve the minutes. No secretary should alter a motion from the exact wording of the motion as it was stated by the chair for the vote. That is exactly what was voted on and what the minutes should reflect. There is no such thing as "finalize the minutes" in Robert's Rules of Order.
  • Someone asked:
    Our organization has been deeply divided by an issue that will be voted on soon. These questions are not addressed in our bylaws or standing rules: 1 - How and when in the meeting do we request a vote by ballot? 2 - If the person conducting the meeting (the president) wears a piece of jewelry that represents one side of the issue, can he/she be required to either remove it before the motion is on the table or to step down as moderator of that motion since he/she is required to show non-bias?
    • Kirby Glad, PRP replied:
      1. A motion on the form of voting is an incidental motion that can be made any time before the voting begins. "I move that the vote on this motion be taken by ballot". This motion requires a majority vote to adopt. 2. The chair should maintain a position of impartiality, and can vacate the chair while the motion is pending if the chair wishes to participate in the deliberations. The assembly can temporarily remove the chair of the meeting, even if the bylaws say something like "The President shall be the chair of the meetings". This is a motion to "Suspend the rules that prevent the assembly from electing a chair pro tem for the remainder of the meeting". However this requires a 2/3 vote, and maybe if you have a 2/3 vote for that you could already get your way on the motion that concerns you. It depends on how much of a stickler your members are about impartiality. You did not ask this but I should point out that someone can make a Point Of Order that the chair is not maintaining a position of impartiality and kindly request that the chair voluntarily vacate the chair for the deliberation of the motion.
  • Someone asked:
    I have a question about presidential succession. Under our bylaws, elections are held in March and the new Board takes office after the annual meeting in June. So there is a 2 month gap between the election and assuming office, which is usually used for training, etc. Susan is our president. Nancy is the president-elect. Mary has just been elected president-elect. Which means Mary would become President-elect in June, when Nancy became President. Nancy has resigned effective immediately as President-elect with 2 months left in her 12 month term. Our bylaws state : Director dies, resigns or is removed, they shall hold office until the expiration of their term and until their successor is elected and qualifies, whichever is later . If Mary is appointed by the Board to fill the remainder of Nancy’s term will Mary then become President in June, the way Nancy would have if she had not resigned? Or does Susan do an extra year as president until Mary has finished a full year as president-elect? And, btw- what does it mean to be “qualified”?
    • Kirby Glad, PRP replied:
      "Qualified" in this case doesn't mean much. We assume the person meets the necessary qualifications before becoming elected. Also this doesn't make sense - are you sure this is a correct quote? "Director dies, resigns or is removed, they shall hold office until the expiration of their term and until their successor is elected and qualifies, whichever is later." If a person dies they shall hold office until the expiration of the their term? I hope you left something out. Given the examples above, your bylaws are a mess. But the general rule would be the filling a vacancy in whatever office does not change the outcome of the election. If someone is elected as "President-Elect Elect" (in other words the person who is on track to become the president in the following year) but the term has not started, even if that person is appointed to fill a remaining term of the President, that person will take the office of President-Elect at the appropriate time.