If a member of the Board want to add something to the agenda, how should he/she go about doing this? Does a vote need to be taken?
Usually, it is a simple matter of making a motion. It is good procedure for a board to include in its agenda a place for New Business, usually at the end. If so, when New Business is reached, a board member can simply make a motion to take up the item. If it is desired to formally place the item on the agenda, a motion to do so will be needed. This should be done at the beginning of the meeting by stating: "Mr. Chairman, I move to add the following to the agenda . . ." If the board has not yet adopted the agenda for the meeting, this motion is in the form of an amendment and requires a majority vote. If the board has already adopted the agenda for the meeting, this motion requires a 2/3 vote because it amends something that was already adopted.
Some boards have a policy that the chairman will set the agenda. If so, it may be necessary to seek the approval of the chairman beforehand. Otherwise, a motion to suspend the rules will be needed and this requires a 2/3 vote.
Wednesday, July 7, 2010
Adopting a Motion without a Quorum
Do you have to establish in your policies that the group abide by a quorum? If a motion was adopted without a quorum, can it be recinded?
Abiding by quorum is a fundamental principle of parliamentary law. It is not only required by Robert's Rules of Order Newly Revised, but it is well-settled in the courts that a quorum must exist before any group can take action. If your organization has not defined quorum in its bylaws, then by common law the quorum is a majority of the members. If a quorum is not present, then the choices for action are limited to motions to adjourn, recess, set up an adjourned meeting, or to take measures to obtain a quorum.
Robert's Rules of Order Newly Revised states: "In the absence of a quorum, any business transacted is null and void" (page 336). Therefore, there is no need to recind a motion adopted without a quorum because the motion is null and void.
In certain cases, there may be a special need to adopt a motion that is of a timely nature, such as might be necessary to abide by a contractual obligation or for an emergency. If a quorum is not present, those attending can take action in the hope that it will be ratified at a future meeting. If, however, the organization fails to ratify, the action taken is the responsibilty and liability of only those who attended the meeting where there was no quorum.
Abiding by quorum is a fundamental principle of parliamentary law. It is not only required by Robert's Rules of Order Newly Revised, but it is well-settled in the courts that a quorum must exist before any group can take action. If your organization has not defined quorum in its bylaws, then by common law the quorum is a majority of the members. If a quorum is not present, then the choices for action are limited to motions to adjourn, recess, set up an adjourned meeting, or to take measures to obtain a quorum.
Robert's Rules of Order Newly Revised states: "In the absence of a quorum, any business transacted is null and void" (page 336). Therefore, there is no need to recind a motion adopted without a quorum because the motion is null and void.
In certain cases, there may be a special need to adopt a motion that is of a timely nature, such as might be necessary to abide by a contractual obligation or for an emergency. If a quorum is not present, those attending can take action in the hope that it will be ratified at a future meeting. If, however, the organization fails to ratify, the action taken is the responsibilty and liability of only those who attended the meeting where there was no quorum.
Monday, July 5, 2010
Transition for Newly Elected Boards
Our property owner's association has just elected a new board of directors, and the directors are to elect the officers (president, vp, secretary, treasurer). When the new board members went to set up a time and place for their first meeting, the outgoing president, who is not on the new board, told them he would call the meeting and tell them when and where it would be. His agenda shows he intends to conduct the election of the officers for the new board. Is any of this correct? What is proper procedure for transition between outgoing and incoming boards?
The answers will depend primarily on the procedures laid out in your organization's bylaws. To the extent that the bylaws state how the transition and election should take place, those procedures must be followed. It may well be that your organization has a tradition where the outgoing president calls the new board to meet and conduct the election. If so, this tradition should not be contrary to the bylaws.
The answers will depend primarily on the procedures laid out in your organization's bylaws. To the extent that the bylaws state how the transition and election should take place, those procedures must be followed. It may well be that your organization has a tradition where the outgoing president calls the new board to meet and conduct the election. If so, this tradition should not be contrary to the bylaws.
Rescind Bylaws?
Can bylaws adopted at this month's meeting be rescinded at the following month's meeting? We were told that they could not go into effect until approved by the national organization.
No. Bylaws can only be adopted according to the requirements in your organization's bylaws. Most bylaws have an article on amending the bylaws. Amending means adding new language, changing existing language, or rescinding existing language. Usually, bylaws will require previous notice and a two-thirds vote for amendment. Thus, to rescind the bylaws that were adopted at this month's meeting, notice must be given before the next meeting and a two-thirds vote must be attained at that meeting to rescind what was already adopted.
There may be other special provisions in your bylaws amendment process, such as having a committee review any proposals beforehand. If any such provisions are laid out in the bylaws, they must be followed.
As for approval by the national organization, this may well be a requirement for your organization, according to national requirements (see the national bylaws). Technically, the bylaws for your organization go into effect as soon as they are adopted. If the national organization requires approval and does not give it, then there could be a challenge to your organization's affiliation with the national organization. Most national organizations will help subordinate affiliates in drafting their bylaws.
Sometimes, it can take some time to get bylaws in proper order and approved by the national organization. Patience and persistence is the key.
No. Bylaws can only be adopted according to the requirements in your organization's bylaws. Most bylaws have an article on amending the bylaws. Amending means adding new language, changing existing language, or rescinding existing language. Usually, bylaws will require previous notice and a two-thirds vote for amendment. Thus, to rescind the bylaws that were adopted at this month's meeting, notice must be given before the next meeting and a two-thirds vote must be attained at that meeting to rescind what was already adopted.
There may be other special provisions in your bylaws amendment process, such as having a committee review any proposals beforehand. If any such provisions are laid out in the bylaws, they must be followed.
As for approval by the national organization, this may well be a requirement for your organization, according to national requirements (see the national bylaws). Technically, the bylaws for your organization go into effect as soon as they are adopted. If the national organization requires approval and does not give it, then there could be a challenge to your organization's affiliation with the national organization. Most national organizations will help subordinate affiliates in drafting their bylaws.
Sometimes, it can take some time to get bylaws in proper order and approved by the national organization. Patience and persistence is the key.
Sunday, June 20, 2010
Can Custom Trump Bylaws?
Q: The bylaws for our temple specify the new terms begin immediately after election following the Annual meeting. The sitting president insists that new terms begin at the end of fiscal year. The parliamentarian says practice has been for new term to begin after the installation. Who is right? Can custom or perceived custom trump by-laws?
Custom does not trump bylaws. If your bylaws clearly specify when the beginning and ending of the terms are, then they bylaws must be followed.
Bylaws are a higher order of rules. They trump everything but articles of incorporation or state law. They even trump Robert's Rules of Order Newly Revised. Bylaws are hard to change for the simple reason is that they are designed to give your organization stability and structure.
Robert's Rules of Order Newly Revised states that bylaws include "all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and a the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension)" (see page 12).
I recommend that you go by your bylaws. If your temple wishes to change the term of officers, then the procedure in your bylaws for amending the bylaws should be followed.
Custom does not trump bylaws. If your bylaws clearly specify when the beginning and ending of the terms are, then they bylaws must be followed.
Bylaws are a higher order of rules. They trump everything but articles of incorporation or state law. They even trump Robert's Rules of Order Newly Revised. Bylaws are hard to change for the simple reason is that they are designed to give your organization stability and structure.
Robert's Rules of Order Newly Revised states that bylaws include "all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and a the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension)" (see page 12).
I recommend that you go by your bylaws. If your temple wishes to change the term of officers, then the procedure in your bylaws for amending the bylaws should be followed.
Saturday, June 19, 2010
When Should Discussion Be Entertained?
Q: As a pastor of a young and growing ministry I must know I am doing things right. During any business meeting while entertaining a Motion & Second where should discussion be enteretained? We have thus far had a Motion & A Second then Discussion... Is this correct?
A motion is properly introduced with three steps:
1. A member Moves it
2. Another Seconds it
3. The chair States the motion (e.g., "It is moved and seconded to refer the pending question to a committee of three")
Once it has been stated by the chair, the motion becomes the property of the assembly. It is now open for discussion. The purpose of this is to prevent idle and unfocused discussion from taking place. It also forces the members to think about what they want to do ahead of time and come to the meeting with a well thought out plan or proposal.
A motion is properly introduced with three steps:
1. A member Moves it
2. Another Seconds it
3. The chair States the motion (e.g., "It is moved and seconded to refer the pending question to a committee of three")
Once it has been stated by the chair, the motion becomes the property of the assembly. It is now open for discussion. The purpose of this is to prevent idle and unfocused discussion from taking place. It also forces the members to think about what they want to do ahead of time and come to the meeting with a well thought out plan or proposal.
Friday, June 18, 2010
Shifting Votes to Another Candidate
Q: If a member runs for election to the Association Board, then removes her name from consideration, can he/she request that her accumulated mail-in votes be given to another candidate who is running?
The simple answer is no. Unless there are special bylaws provisions for allowing a candidate to control the application of the votes cash for him, the votes are only good for this one election. The will of the voter was to cast the vote for the person only.
Let us assume that in the three way race, no candidate receives a majority. A second ballot would be required. Before issuing the second ballot, a candidate can encourage those who voted for him on the first ballot to vote for a specific candidate on the second ballot. The voters would still be free to cast their votes as their wish, the desire of the candidates not withstanding.
The simple answer is no. Unless there are special bylaws provisions for allowing a candidate to control the application of the votes cash for him, the votes are only good for this one election. The will of the voter was to cast the vote for the person only.
Let us assume that in the three way race, no candidate receives a majority. A second ballot would be required. Before issuing the second ballot, a candidate can encourage those who voted for him on the first ballot to vote for a specific candidate on the second ballot. The voters would still be free to cast their votes as their wish, the desire of the candidates not withstanding.
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