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  • Someone asked:
    I am confused about when and how to apply small board rules. We have a board of 7. 2:16 (12th ed.) states in the 3rd bullet point "A society with a small assembly - such as one having a dozen or fewer members - may wish to adopt a rule that its meetings will be governed by some or all of the somewhat less formal procedures applicable to small boards", However 49:21 states " In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects;" and then goes on to describe the 7 rules for small board used in place of the more formal rules. Do we need to formally vote to adopt small board rules for our HOA?
    • Kirby Glad, PRP replied:
      A small board around less than 12 will generally use the small-group rules without having to adopt the rules. However many boards find it useful to use a mix of large group and small group rules as it suits their style, and if you do that you need to pass Special Rules of Order to define what the rules will be. If there is any question about what rules are being followed, then write a clarification and adopt it as a Special Rule of Order, and then put that at the bottom of your bylaws document for future remembrance. If your board would like a one hour training on RONR to cover this and other topics, and get all your questions answered, I can do that for $200. Thanks!
  • Someone asked:
    We are a Florida condo board. The board President refuses to add items to the agenda even when submitted in writing with adequate notice by a board member(s). The board President has either a tie vote or the majority no vote to not add or modify what he declares is his sole discretion to do as board President. Roberts’ Rules apply. How can items be effectively added to the board meeting agenda? Should a motion be made at the start of the meeting to add agenda item(s) ? I think the result would be the same as earlier stated above……..SH condo
    • Kirby Glad, PRP replied:
      Great questions. First there is no rule that requires you to adopt an agenda but if you do it takes a majority vote to adopt an agenda. It cannot be imposed by the chair. In fact I consider that a bad practice. This podcast explains why: https://podcasters.spotify.com/pod/show/parliamentarian/episodes/Why-you-dont-adopt-an-agenda-under-Roberts-Rules-e2e0o86 Second you must have the votes. If a majority of the board is going to rubber stamp the President then you have a political problem, not a parliamentary problem. Contact each board member privately and discuss the problem and get their support. Third, at the beginning of the meeting make a motion to add or modify the agenda. If the chair refuses to do so, ask him what is the exact rule in Robert's that give him the authority. Fourth, just ignore the agenda and bring up your items during the meeting. If he says it is out of order, ask what is the rule for that. If the board does not vote on the agenda then you are not bound by it. Fifth, I can give a one hour training to your board for $200. It sounds like everyone would benefit. Even if everyone BUT the president attend, at least you can get them all on the same page. Lastly, check the Training tab of my website. Watch the video on dealing with abuses of power by the chair. Good luck.
  • Someone asked:
    A motion was made to adjourn the meeting ( not based on time or for another meeting date/time). Our meetings are run per Roberts’ Rules of order. The motion was seconded, a yes vote to adjourn the meeting was asked and five (5) voted yes to adjourn, a no vote to adjourn was asked and five (5) voted no to not adjourn. The board President said “tie vote, stalemate, motion to adjourn the meeting passed”. Gavel tapped stating meeting adjourned. Please advise if this was correct. Thank you…….HBH
    • Kirby Glad, PRP replied:
      It requires a majority to adopt a motion. There is no such thing as a "stalemate". You do not mention if the chair was one of the 5 votes on either side. If he was, then the motion to adjourn was lost, as it did not have a majority. If the President was not one of the 10 votes you mentioned then he or she, as the chair, has the right to vote to break (or make) a tie. If this was the case he should have announced "the vote is 5 to five, and the chair votes in favor and the motion is adopted".
  • Someone asked:
    For an upcoming meeting, our board chair is joining the meeting via remote (Zoom). Recognizing some challenges in chairing the hybrid meeting, he has asked the vice-chair to preside in his absence from the boardroom. First question: Is she the Chair Pro-tem? And, in our small board, since the chair does not customarily vote, should that same constraint apply to his substitute, the vice chair? And, should he (the elected chair) then be allowed to cast votes?
    • Kirby Glad, PRP replied:
      This answer may change based on your bylaws, but generally the vice chair is authorized to act as chair of the meeting as a temporary occupant of the chair. I'm speaking now of the difference between the chair of the meeting, who can be anyone, and the Chair or President of the organization who is elected as an officer of the organization. If the Chair of the organization is not available, or decides to temporarily vacate the chair for any number of reasons, then the vice-chair(s) generally have the right and power to act as the chair of the meeting. If none of those are available or willing, then a Chair Pro Tem can be appointed and/or elected. The Chair Pro Tem only has the duties and powers of the chair of the meeting, and not the administrative duties of the Chair or President of the organization. Regarding voting it depends on the size of your meeting. You mentioned a "small board" which Robert's Rules considers to be 12 members or less. There are different rules for small boards and committee than there are for larger groups. In large groups the chair of the meeting must maintain a position of neutrality and does not participate in debate nor vote publicly unless his or her vote would affect the outcome (such as to make or break a tie). These restrictions apply to the chair of the meeting, and not to the Chair or President of the organization. The Chair of the organization can temporarily vacate the chair of the meeting in order to participate in debate or to vote like any other person, and the person who occupies the chair of the meeting then has those restrictions. However no such restrictions exist in a small board, committee, or small body. In such meetings the chair can debate, make motions, vote, and act the same as any other member, and often is the most active participant in the meeting. But of course the chair should ensure fairness for all side of any issue regardless of the size of the meeting. As I said your bylaws might affect this, but that would be unusual. If you would like me to review your bylaws, or if you would like some training for your board, please email kirby@parliamentarian.com
  • Someone asked:
    Should a non-voting member reporting on an agenda item in their area, call for a motion to vote on an action not included in the approved agenda? Can a voting member bring up a motion to vote on an action that was not included on the approved agenda
    • Kirby Glad, PRP replied:
      Two very good questions. Non-voting members may not make motions. They can make reports and recommendations. The chair would then say "the chair will entertain a motion to . . ." to allow a voting member to make the motion, if any chose to do so. Your question regarding the "approved agenda" illustrates why I advise my clients to never "adopt the agenda". The ONLY purpose of an agenda is to restrict the freedom of the body to act. There is no requirement to adopt an agenda in Robert's Rules except for at a convention. But if the agenda is adopted, motions related to the topics in the agenda can be made. If there is any question if it is related then the body can, by a 2/3 vote can add it to the agenda. Again you see how adopting the agenda restricts the legitimate freedom of the body to handles its business.
  • Someone asked:
    At the last meeting, an agenda item called for the approval of the committee's bylaws. The chairperson immediately called for a motion of approval and a second. Two members immediately provided a motion of approval and a second. The chairperson than immediately called for a vote and the bylaws were passed. The chairperson failed to provide an opportunity for discussion prior to the vote. Does failure to provide an opportunity for discussion invalidate the approval of the bylaws? In addition, since the vote was taken immediately after the second, there was no opportunity to provide an amendment to the motion.
    • Kirby Glad, PRP replied:
      As you already know, the chair failed to follow the correct procedure. However this problem should have been addressed at the very time it happened by raising a Point of Order (listen to my podcast on Point Of Order). Errors in procedure, with rare exceptions, must be addressed at the time they are made. As you did not exercise your right at that time, the opportunity is passed. This does NOT constitute grounds to invalidate the bylaw. Immediately calling for a motion and second IS correct procedure as a motion is generally required BEFORE debate (unless it is a small meeting). However this should be followed by debate on the main motion.
  • Someone asked:
    We are a 501C3. Our constitution and by-laws state a procedure for new member applications as follows: "Applications will be considered at the next meeting of the Board of Directors following publication of applicants to the membership." Twenty plus years ago we published the names in a quarterly newsletter and voted at the next board meeting. In 2007 the BOD voted to publish potential members on the business area of our website for the member comment period of 6 weeks. Because we are having a contested election from the floor, 4 board members (3 officers and 1 member), decided the comment was not in our constitution and by-laws so they could push through votes for a significant number of applications and allow them to vote. 5 Board Members including 1 officer are fighting an uphill battle with the 4 telling us a parliamentarian (who cannot possibly know all the facts) and the President can make this decision. Your input will be greatly appreciated.
    • Kirby Glad, PRP replied:
      Your questions has a lot of detail (I edited for space on the post) so I can't give complete guidance without actually seeing your bylaws, but I can give you some general principles. 1. Things that you have done for a long time are known as "customs". Customs don't have the force of rules or the bylaws and can be dropped at any time. 2. Whether the president can make the decision you mention is determined in the bylaws. Officers have only the powers that are granted in the bylaws. 3. An administrative policy can be set by the governing body passing a Standing Rule by majority vote. This can be setting a comment period or whatever, but only within the scope of what is permitted in the bylaws. If you would like further analysis please email your bylaws to kirby@parliamentarian.com
  • Someone asked:
    If two board members are having a discussion prior to a meeting and meeting time rolls around, one of our board members stated the meeting starts and pursuant to Roberts Rules of Order must start at precisely that moment. The way I read things, the meeting starts once a quorum is established and the President calls the meeting to order. Can the meeting legally be delayed one or two minutes till all board members have finished whatever discussion they were having. If not and the members opt to finish their conversation as opposed to being seated is the meeting over prior to being started as these members are needed to establish the quorum at that precise moment?
    • Kirby Glad, PRP replied:
      It is always interesting to hear people say such-and-such is a Robert's Rule but if you ask them to give the citation for the rule they would not be able to do it. When the time of the meeting has arrived the presiding officer opens it, after he has determined that a quorum is present, by calling the meeting to order - RONR (12th ed.) 3:15 ( section 3 paragraph 15). If you don't yet have a quorum, you can wait, or you can begin with non-voting items, such as prayer, program, pledge, whatever, then follow with a more formal call to order when a quorum is present. If you have a small meeting and some people are having a useful conversation prior to the start the chair can exercise leadership in giving some leeway, or may wish to encourage punctuality. Of course punctuality in starting and ending a meeting is desirable, but in any event, whether the meeting is called to order late, or ends late, has no impact of the validity of the meeting. Note that this may be different if you are a government organization subject to open meeting laws, in which case you really should open and close at the published times, if any. I mention this because you used the word "legally", which has to do with law and not Robert's Rules of order. In Robert's Rules, something is either "in order" or "not in order", and we do not use the word "legal" or "illegal". If you need further guidance please email me a kirby@parliamentarian.com
  • Someone asked:
    I am hoping to get some guidance/clarification on the following: Our club bylaws state for voting: Voting. Each member in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which the member is present. Proxy voting will not be permitted at any Club meeting or election. Any voting at any meeting shall be decided by 2/3 vote of the members in attendance at such meeting provided these items were included in the membership meeting notice for the meeting and the prior months meeting notice. In addition the Parliamentary authority in our bylaws states: Article X Parliamentary Authority Section 1 The rules contained in the current edition of “Robert’s Rules of Order Newly Revised” shall govern the Club in all cases to which they are applicable unless this is in conflict with the requirements of these Bylaws, in which case the Bylaws shall take precedence. Also Roberts Rules of Order regarding invalid motion states In error, at a meeting a motion was made, second and approved without following the above bylaws. (It was not published in two newsletters and discussed at two meetings) Since the motion is a valid motion, however the “voting” of it is in violation of our bylaws. Are we correct to: • Keep the motion a motion • Start the notification to members rolling as per our bylaws • Vote at the third meeting – as indicated by our bylaws Any advice will be appreciated
    • Kirby Glad, PRP replied:
      If the motion was voted on without proper notice, that constitutes a Continuing Breach defined in RONR (12th ed.) 23:6 (c) and such an action taken can be voided if a Point of Order is raised at any time. The solution is just as you mention - give the proper notice and take the vote again at the proper time.
  • Someone asked:
    My question pertains to a committee of a nonprofit Board of Directors. Two members of a three-member committee resigned from the Board; new members were appointed. When the committee next met, the first order of business was to approve the minutes of the prior meeting. But the two new members had not been present at the earlier meeting, and therefore could not rightly address whether the minutes were accurate. What happens? Are minutes simply not approved? Are they recorded by the Chair of the committee (the only one continuing to serve) in a draft or provisional state? Thanks in advance for your guidance.
    • Kirby Glad, PRP replied:
      No motion is required to approve the minutes, and a vote is rarely needed. The chair asks "are there any corrections to the minutes of. . . ". If no one has a correction then the chair announces "Hearing no corrections the minutes are approved". Also, there is no requirement that all or only the people present at the meeting being reported be the ones to "approve" the minutes. The procedure I have outlined above works in all conditions. Lastly, a good secretary will publish the minutes to the members only a day or two after the meeting so that anyone having corrections can reply without having to wait until everyone has forgotten what happened.