J. J.

We would need to see your bylaws and it is likely to end up as a bylaw interpretation question.

1. Who elects directors? 2. Quote exactly the term of office clause for directors in your bylaws.

Well, minutes are taken in executive session. They are approved only by an executive session unless the confidentiality is lifted. You can show them this post, if you want.

If this is a public board, there may be limitations on voting in closed sections.

I am in agreement, but I suggest you read 50:14 as to the methods involved.

That was not the original posters question, though it could be out of order on the ground that it adds a duty to the secretary that he does not have. That is a different question, though it may lead to the result of the motion being void. Edited to add: I do think that a request of the secretary would be in order, even at a special meeting. It does not impose a duty on the secretary and only expresses the assembly's desire within the meeting.

I believe the "and" should be an "or."

Yes, and no. I think both would be in order at a regular meeting. I take it that you would feel that if there was a fundraiser, during the meeting, a motion ordering the treasurer to open a separate account at a new bank, and deposit the fundraising money in the new account, would be in order?

That would still not warrant it. If they feel that is really a need to get this out, the assembly can assign this to a committee.

Considering that the next meeting could not be held until notice was given, why would there be the rush?

This is not a question of merely the publication of the minutes, but the ordering of secretary to do something not required by rule or bylaw and something that is to be done outside of the meeting. Ordering the secretary to record something that would not normally be in the minutes would relate to the transaction of business at the special meeting. That is where there is a difference, as I see it. This goes beyond something "arise in connection with the transaction of such business or the conduct of the meeting." How the minutes are distributed, and when they are distributed, cannot deal with the conduct of the meeting, as the meeting is over by that point. It does not deal with the transaction of business, over even the recording of that transaction. Is this a technical distinction? Yes, but that is how the question was asked.

I am familiar with the majority of the entire membership requirement in some governmental bodies, for some, but not necessarily all, votes. I have not heard this be a justification. Further, Henry M. Robert, III found such a rule requiring people to vote to be "completely unenforceable." Further Deschler, then the US House parliamentarian, noted that a law requiring Representatives to vote was "impracticable to enforce," as cited in Parliamentary Opinions, 1982, p. 98.

The substance is forcing the secretary to do something beyond his duties. Let me expand a bit. Members named to the committee would, in theory, have to consent to serve and to the conditions of service. In theory, someone could decline election to that committee. Assigning something to the secretary outside of the meeting is something beyond something that would "arise in connection with the transaction of such business or the conduct of the meeting."

The is no such rule in RONR.

For background see: United States v. Ballin, et al., 144 U.S. 1 (1892) Evan, William J., “Is Parliamentary Law ‘Law’,” National Parliamentarian, 42 (1981), no. 1, 7-9.

I do agree that it would be an administrative rule, and require notice, but I do also agree that it is not crystal clear. Ironically, if this had been referred to a committee, I would have been more likely to say that it was in order without notice.

I think it was a requirement to distribute them to the members. Sorry for being so obtuse.

How minutes are distributed, e.g. posted on a website or sent via postal mail, and when they are distributed are administrative in nature. What goes in the minutes and how they are approved is procedural, but that is not the question. Looking at the how and when of approval of the minutes, those might be a standing rule.

Just to be clear, I list the adoption of a special rule as an option, not necessarily a suggestion.

This, to me, would be an instruction to an officer to do something outside of a meeting, not a delegation to a committee. Suppose that at this special convention there was a fundraiser, during the meeting. It received proper noticed. Would a motion ordering the treasurer to open a separate account at a new bank, and deposit the fundraising money in the new account be in order? I would say no, because the motion was not noticed. I will agree that it is close, but because it is an order to an officer, and could not be a adopted as a special rule, I have to come down on the "no" side. Ironically, I may not have that problem with the convention appointing a committee to approve and distribute the minutes.

I would say "no" for this reason. Instructing the secretary to do something outside of a meeting does not arise in connection with the transaction of business of the meeting. It deals with the duty of the secretary outside of the meeting. You may wish to look at this thread: https://robertsrules.forumflash.com/topic/43381-convention-rules-at-a-special-convention/

Two things to note: 1. You may adopt a rule that supersedes RONR on this point and permit the parliamentarian to enter into debate. 2. The chair may permit members knowledgeable on parliamentary procedure to speak on a point of order (23:2 5).

I think you just, effectively, developed such an IMM. That is a compliment, BTW. As I said, I would rule your initial motion out of order if the intent was not to rescind. I would treat the first one as possibly a 23:6 b violation.

Unless the body can compel attendance, the member can leave at any point. Under RONR, an absence is an absence. You question regarding a public body is likely one of statute and you should look there.

Words do mean something, and if you are asking for the assembly to rule something out of order and void, you have to use the word "rule" or something close to it. That said, I think you have demonstrated how a point of order could be raised as an incidental main motion.