Richard Brown

There is a very recent thread by member"Nosey", started just a few days ago, that asks similar questions. You might find the discussion in let thread useful. Although no seed does not say so until way down in the discussion, her organization is using the small board rules. Some of us were aware of that from the beginning and some were not. I will try to find that thread and post a link, but it is by Nosey and was started within the past week. Edited to add: well, I found the thread, and apparently you are the same person as member "Nosey" but you have changed your name. Perhaps you thought that by making this post using a different name we would not know who you are, but when you changed your name it changed your name on all of your posts. We have cautioned you in the past about making changes in posts that wind up being misleading. As I recall, you promised not to do so again. However, you just did it again.

That is really up to your assembly to decide. The minutes should accurately reflect what happened. Whether your organization wants to correct spelling and punctuation errors is a decision for your organization to make. However, when the minutes are up for approval, any member who is present has the right to make a motion to correct the minutes by correcting punctuation and spelling errors. If one or more such motions are made, the assembly will decide by majority vote whether to make the corrections.

John, I think if you were go back and reread the original post, the original poster is talking about adopting what would amount to a Special Rule of Order requiring the secretary to provide future draft minutes to the membership by certain date. I don't think he is talking about past minutes. You do agree, don't you, that the society may in fact adopt such a Special Rule of Order requiring a draft of future minutes to be produced to the membership by date certain and the any such provision would supersede any contrary provisions in RONR ?

@Atul Kapur are you using voice to text? You might want to read over your last post carefully and make sure it says exactly what you intended for it to say. It seems like a couple of words may be missing and I wonder if you intended to refer to catching the boat at the end of your post or if you intended to say cast a vote. My voice to text regularly types boat when I'm trying to say vote. Among lots of other screwy screw-ups!

RONR already says the secretary shall have the draft minutes prepared by the next meeting. What is wrong with the Society adopting a rule that the secretary shall have that draft ready at some earlier date and should submit it to the general membership at the same time it is submitted to the board?

What then? The same things that are possible any time an officer, board, or committee refuses to perform as directed. Disciplinary action and / or removal from office. Or censure. Or just not getting re-elected. Hopefully, the secretary is conscientious and will perform the duties of his office as the rules require.

Again, I agree with mr. Martin. I believe the society certainly can adopt a rule requiring draft minutes to be published or released to the membership by a certain date.

Well, I'm in the camp with Josh Martin. I think the membership can almost certainly adopt a special rule of order requiring the Board to make its minutes available to the general membership by a certain date. That is different from directing the board to release already transcribed minutes to the general membership, although I think the membership could also do that.

Perhaps this provision from page 177 of RONR will be helpful: VACANCIES IN A COMMITTEE. The power to appoint a committee includes the power to fill any vacancy that may arise in it. The resignation of a member of a committee should be addressed to the appointing power, and it is the responsibility of that power to fill the resulting vacancy (see also pp. 467–68). Unless the bylaws or other governing rules provide otherwise (see pp. 497, 653), the appointing authority has the power to remove or replace members of the committee: If a single person, such as the president, has the power of appointment, he has the power to remove or replace a member so appointed; but if the assembly has the power of selection, removal or replacement can take place only under rules applicable to the motions to Rescind or Amend Something Previously Adopted (see p. 497). Committee members are presumed to serve until their successors are appointed. Read your bylaws and other governing documents carefully to make sure they don't contain a different provision, as your governing documents would control.

How did this person become a member of the committee? Under the rules in RONR, the person or group who appoints committee members also has the power to remove them. With more information we can probably give you a somewhat better or more precise answer.

What do you mean when you say it is not a required position? Is it a position which is called for in your bylaws?

It's not unusual for organizations, especially large organizations at their conventions or annual meetings, to have a "question and answer" session regarding proposed bylaw amendments. In my experience, that is always optional and is IN ADDITION TO the formal debate and amendment process for formally considering the bylaw amendments at the appropriate time in the meeting. I have never seen it be a substitute for the actual consideration and debate of the bylaw amendments at the meeting. It's just an effort to provide additional information and, hopefully, have members of the bylaws committee answer member's questions. It might sometimes serve as the foundation for proposed amendments to be made from the floor.

You can leave the standing committees in but change how people are appointed to the committees. Your problem is this "self appointing" aspect. Somebody.... some person or some group, such as the board... should appoint them. The members of the committees can even be elected or approved by the membership. Then, per RONR, whoever has the power to appoint people to committees also has the power to remove them. You don't need to abolish standing committees, just give it some structure. If you want to leave this "self appointing" aspect in place, then add a provision for how to remove committee members. Personally, though, I think you should get rid of "self appointing" and provide that committee members are actually appointed (or selected or elected) by someone or some group: The president, the board or the membership. Appointment by the president, sometimes with approval of the board or membership, is probably the most common way of populating standing committees. There is nothing wrong with the president asking for volunteers and then appointing all who volunteer, but at least they are actually appointed by someone who has the authority to also remove them.

guest Boar Member, is there anything anywhere in your bylaws that authorizes notification of action via email or other electronic means? If so, please quote that language verbatim. If your organization is incorporated or is a homeowner type organization, you might have someone check state law to see if voting or communications via email is specifically authorized by statute. Without some type of specific authorization, I think it will be up to your organization itself (the membership) to interpret the bylaws as to whether consent via email satisfies the "written consent" requirement of the bylaws.

The quoted bylaw provision seems to me to require written notice. I don't see any way around that unless, perhaps, the written notice can be sent by someone else such as the secretary or the members who are proposing the amendment.

In other words, Guest Leanne, the answer is "Yes". It will remain "Yes" as long as you keep asking the question. If they are members of the organization, they can vote at membership meetings.

But previous notice is a requirement for an amendment to the Constitution. Such a notice provision cannot be waived or suspended. The proposed bylaw Amendment cannot be considered by the assembly without the required previous notice

Joshua, that is what I would be inclined to suggest, too... or to try to have the secretary do it. However, I got my hand slapped many months ago when I made a similar suggestion. It was in a thread about a secretary refusing to mail a notice properly requested by a member. I suggested that the member mail the notice himself. Shmuel Gerber, and perhaps also Dan Honemann, opined that if the bylaws require the secretary to send the notice then ONLY the secretary can send the notice. They.... or Shmuel, at least, as I remember.... could not conceive of a secretary refusing to send a required notice. Apparently we have different experiences with secretaries, so I think we just agreed to disagree. The point of this post being that perhaps a search of the forum for what to do when a secretary refuses to send a required notice such as a notice of a special meeting or of a proposed bylaw change might yield helpful results. I'm not able to do such a search right now. Another point of this post is to suggest to the authorship team that perhaps a clarification of who can send a required notice if the secretary (or in this case the board) refuses to do so. It DOES happen.

I agree completely with Mr. Martin's comments. My concern, though, is that if the board does not like these proposed amendments, it can perhaps thwart the process by simply refusing to give the membership the required notice. I don't have a solution for what to do if the board refuses to give the required notice. Perhaps your group of five can send your proposals to the secretary and ask that the secretary send the required notice, but I doubt that the secretary would be required to do so. I'm interested in what our other contributors suggest as a course of conduct if the board refuses to provide the required notice or submits proposals different from the ones your group presented. I'm looking for options other than disciplinary action and voting people out of office, which are always options.

Some of us might have known it and some of us might not have known it, but it is a cinch that someone coming on here to do research who finds this thread will NOT know it and will assume that this is proper conduct for a presiding officer of a group operating under the regular rules of RONR.

We know NOW, from an update posted by the original poster, that this was a board meeting of a board using the small board rules, but that fact was not known to us and had not been stated by the original poster until AFTER I made my post.

Just to be clear on one point: The new members are entitled to offer corrections and to vote on corrections to the minutes regardless of whether they were at the prior meeting and regardless of whether they were members of the body at the time of that prior meeting.

Well, I'm going to disagree somewhat with Mr. Honemann and Mr. Martin. First, assuming this was not a board meeting using the small board rules, the chair's remarks that "well, I happen to think those trees are ugly. They are the ugliest trees we have on site, in fact. I don’t like those trees, and I’ll never vote for them" were inappropriate and amounted to improper debate and expression of opinion by the chair. He should not have expressed his opinion of the trees unless he was going to step down from the chair. Second, although perhaps borderline, I think his overall sarcastic tone was also inappropriate. Third, as Guest Zev stated, he should have called for the negative vote. Now, having said that, and believing the chair's behavior was inappropriate, it was not outrageous and probably did not violate anyone's rights. Assuming that there is usually a degree of informality and less than strict adherence to the rules in this organization, I tend to agree with Mr. Honemann that perhaps what happened "was no violation of decorum worth complaining about", at least in the sense of raising a point of order. It is often (usually?) better to let small breaches of the rules slide. btw, I do not view what the chair said and did as a violation of decorum so much as a pretty clear violation of the rules of order and debate. There were clearly two violations: The chair should not have commented on the merits of the proposal without relinquishing the chair and he should have called for the negative vote. I have been in meetings where only one or two people voted in support of a motion but when the negative vote was called for nobody voted no. For some reason, the members were perhaps intimidated into just sitting silently and not expressing an opinion. I will note for the record that even if there were no votes in the negative, the chair could have voted no, which would have created a tie and caused the motion to fail, but the rules still require the chair to call for the negative vote. " The chair must always call for the negative vote, no matter how nearly unanimous the affirmative vote may appear" (RONR 11th ed., page 45) I just don't see how anyone can say the highlighted portions of the original post constitute proper conduct by the chair. Worthy of a point of order? Perhaps not, depending on the circumstances of the group and the meeting. But proper? No.

While I agree with Bruce Lages, I would say that if the president is not the presiding officer, then he is there in exactly the same capacity as all of the other members. He might or might not be expected to give a report, just as other officers and committee chairmen might he. Nosey, I really don't understand why you are having such a hard time understanding the difference between the rights and duties of a presiding officer at a meeting and a President Who is not the presiding officer. Where the president is not the presiding officer, he has whatever administrative and managerial functions the bylaws assign to him as president, but he simply does not preside at meetings. It is not at all unusual for organizations, especially larger corporations, to have a president and a chairman of the board who are different people. Their duties are completely different. The president essentially runs the business and is subject to the directives of the board. The chairman of the board presides at meetings. What is so hard to understand about that?

No. Unless you have a specialized rule allowing it, a member must be physically present in order to make a motion. However, the member who wants the motion made may have someone else who IS present make the motion if he can find someone willing to do so. But the member making the motion will be making it as his own motion, not as a motion of the absent member.