Richard Brown

Man, I am so sorry to hear that JJ. George became a member of the old original forum around 25 years ago, the same time you and I did, and he was one of the first members who I met in person when I attended my first NAP convention, the one in San Antonio, Texas, 20 or 25 years ago. I liked him almost instantly and admired him greatly. He was an outstanding parliamentarian and will be missed.

Here is a link to the previous thread. I also just posted a comment in it. https://robertsrules.forumflash.com/topic/43480-motions-regarding-meeting-minutes-at-a-special-meeting/

I'm late to this particular party, but I agree with Mr. Gerber, Dr. Kapur, and, I believe with Mr. Honemann. I believe the motion at the special meeting (assuming it really was a special meeting or convention, which is a subject for another thread) for the secretary to "publish" the minutes of said meeting within a certain number of days was proper and in order pursuant to RONR 9:15. BTW, I do not necessarily interpret the word "publish" to mean to actually mail or email the minutes to the members or delegates unless the motion actually said so, but merely to make them available to the members in the usual way, possibly by posting them on the organization's website.

Would you be so kind as to provide us with a link to that prior thread?

Mr. Novosielski is correct. However, it appears that the board MAY have "endorsed" or approved of the rules, thereby making them valid..... assuming that the board does have this authority. Your bylaws and any special rules of order you adopt supersede the rules in RONR. I do question whether they went about it the right way, though. How, exactly, did the board go about "approving" the chair's improperly imposed rules? Those sound like special rules of order. If RoNR is your parliamentary authority and your bylaws don't provide otherwise, the adoption of a special rule of order requires both previous notice and a two-thirds vote, or, in the alternative, the vote of a majority of the entire membership (in this case the board). RONR 2:22 (12th ed.). In addition, the authority to conduct electronic meetings must be authorized in the bylaws. RONR 9:30. Note: The vote of a majority of the entire membership is not the same thing as a regular majority vote. RONR 44:9.

Isn’t that what I said in my response yesterday afternoon? However, an election would not be considered a special order unless it is taking place at a meeting at which the bylaws state elections should take place or the election has been made a special order of business for this meeting. An election is not a special order of business just by virtue of being an election.

That’s true, but I think we are talking about this taking place at the nomination meeting, not at the election meeting. Nominations from the floor are permitted at the nomination meeting. I agree that the bylaws seem clear that nominations from the floor are not permitted at the election meeting.

Agreeing with Mr. Honemann, it is up to the members of your organization to interpret its bylaws. Although I am not a member of your organization, and therefore have no say, my personal thoughts are that if the bylaw amendment gets changed and the members at the second convention are not voting on the same thing the members at the first convention voted on, then whatever the members voted on at the second convention must itself be voted on again at another convention. Another interpretation would be that if the first amendment did not get approved at both conventions, then it has failed and the amendment process must start over again. This is something your membership will have to figure out. Good luck!

Is that provision in your bylaws? Or is it just a custom?

No, there is no rule in RONR which prohibits you from nominating yourself or voting for yourself.

No, there is no such rule in RONR. However, if the bylaws require elections to occur at a certain meeting, the elections shall be considered to be a special order of business for that meeting. If you are following the standard order of business in RONR, special orders are taken up earlier in the meeting, specifically immediately prior to unfinished business. New business then follows unfinished business. For the standard order of business, see section 41:5 in RONR (12th ed.). See section 41:20 for taking up as a special order matters which the bylaws specify shall be conducted at a particular meeting (such as elections).

As Mr. Martin stated above, there is no such requirement in RONR. Perhaps you read it somewhere else, but it is not a requirement in ANY of the parliamentary authorities that I am familiar with. Your bylaws could make it a requirement, but it is most definitely not in RONR.

I agree with Mr. Martin that since the motion to adopt the report was NOT made by the reporting committee member (or, as far as we know, by any committee member), the motion technically required a second regardless of how many members were on the committee. However, as RONR makes clear, the lack of a second becomes immaterial once debate or voting begins.

You can be "asked" to do all manner of things by all sorts of people. That does not mean you have to comply with any such requests. As the RONR provision quoted by Mr. Honemann makes clear, three of the basic rights of membership are the right to attend meetings, to participate in debate at meetings, and to vote. You cannot be deprived of any of those rights except through appropriate disciplinary proceedings or as may be provided for in your bylaws. The RONR provision is section 1:4 of the current 12th edition. It's at the very front of the book!

If you are the sole owner of the corporation, which I assume is a for-profit corporation, you likely have the ultimate authority to replace board members, but the method of doing so will probably be dictated by your bylaws and/or state law.

Agreeing with Mr. Elsman, there is nothing in RONR that specifically addresses whether the membership has the right to view, inspect or copy the organization's membership roll. Some state laws might require that for incorporated organizations. The provisions in RONR regarding the records of the secretary and the right of members to inspect certain of those records can be found primarily in sections 47:33 and 47:36 of RONR (12th ed.). A close reading of those two sections indicates that the membership roll is not one of the records that RONR says the secretary must permit members to inspect. As Mr. Elsman stated, the membership (or perhaps the board) can direct the secretary to permit the inspection of additional records of the organization. In addition, it can adopt a bylaw provision or a standing rule specifying which records shall be made available by the secretary for inspection by members.

Agreeing with Mr. Elsman, the answer to this question must be found in your own bylaws and rules. RONR grants an alternate no status. However, I will add that it is rather customary for alternates to be permitted to sit in on the committee meetings, but the role that the alternate has is wholly dependent on your own rules and what authority the committee or the parent assembly wants to grant to the alternate. An alternate who is just sitting in on a meeting can often be given the right to speak and to enter in debate, but cannot be given the right to vote unless he is sitting as a full member while replacing an absent member.

Guest Donna, please see my answer to your other question about this same topic Edited to add: The short answer, though, is yes, it is possible to fill all positions except that of president at the upcoming election meeting. See my other answer for more details.

What do your bylaws say about nominations and elections? Unless your bylaws provide otherwise, and if RONR is your parliamentary authority, you can and should take nominations from the floor. Also, write-in candidates are permitted. So, even if your nominating committee (assuming you have one) has not recommended anyone for president, you can still elect one by means of a nomination from the floor or write-in votes. More information on what your rules say about nominations and elections would be very helpful. In addition, if no one is elected president at this meeting, you will have an incomplete election which should be completed as soon as possible. Depending on the wording in your bylaws of terms of office, it may be that your current (and outgoing president) will continue to serve until a successor is elected. What, EXACTLY, do your bylaws say about the terms of office and when they end? Do officers serve until their successors are elected? If so, please give us the EXACT, VERBATIM language from your bylaws. A very minor variation in wording can make a big difference. So, please quote EXACTLY, don't paraphrase.

Guest Brenda, it is ultimately up to the members of your organization to interpret its bylaws. We cannot do that for you. My first question is whether your bylaws or some adopted motion permits the president to "appoint a special committee". As Mr. Novosielski said, "it depends on what powers are granted to the board in your bylaws. I would add that it also depends on what powers the president has. To me, as an "outsider" who knows only what you have told us in your posts, it seems like the recommendations can be approved by the board, especially if the creation of the committee was authorized by the board. For what it's worth, committees can also be created "with power", meaning the committee is given the power to actually carry out its wishes rather than just make recommendations. See sections 13:8 and 50:5 in RONR (12th ed.).

Can you not just have the voting members sit in the first few rows and the non-members further back, much like is done to separate convention delegates from guests? Or give voting cards to the members?

It looks like Guest WCrumlaw is not going to tell us just what the situation is.

I agree with Dr. Kapur but am also wondering if there are already existing bylaws and if those bylaws grant the board the power to amend them or to approve revised bylaws. Usually the power to amend bylaws is reserved to the membership, but this organization might be different.

I agree with my colleagues that more information regarding your bylaw provisions regarding amendments and the provision regarding "any critical issue with a potential for wide-ranging consequences be submitted to a mailbox ballot" will be helpful to us.

@Gary NovosielskiI agree that if the past president is not mentioned at all as being a member of the Board of Directors, then he or she is not automatically a member. However, I was trying to make essentially the same point that @Josh Martinmade above, namely, that the bylaws may provide that the past president is a member, but provide no further details about the position or as to whether it is the immediate past president or just any past president and how that past president is selected.