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The Official RONR Q & A Forums


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About Leo

  • Birthday 07/09/1943

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  1. board's power

    In the following bylaw, is the board subordinate to the assembly as on p.9, or does the board have full power as on p. 587? “The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Association; for guiding and administering the Association so the purposes, principles, and goals of the Association as set forth in the certificate of incorporation, and the rules, resolutions, and directives of the association are followed; and, for making suggestions and recommending programs.” RONR (11th ed.), p. 9, ll. 14–17. A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate. RONR (11th ed.), p.587, ll. 11–15. The Board of Directors shall have full power and authority over the affairs of the Society except… [specifying classes of business over which the assembly of the society is to retain sole authority].
  2. Minutes

    page 468 The official record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes—particularly in legislative bodies—the journal. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done. The minutes should be kept in a substantial book or binder.
  3. What about page 448, lines 3–5 An office carries with it only the rights necessary for executing the duties of the office, and it does not deprive a member of the society of his rights as a member.
  4. An association's bylaws listed a series of duties of the chair without indicating the chair was in fact the president. Some members were of the opinion that this meant someone else was the chair because the rules did not specifically state that it was the president's duty to carry out those presiding duties.
  5. Where is that ruling located?
  6. Thanks George. I found those but I was looking for something that specifically indicates the president is the presiding officer unless the bylaws assign that duty to another position or person. My concern is that the "ordinarily is" and the "usually prescribed" doesn't specifically require the president to be the presiding officer.
  7. Is there a citation in RONR that states the president is the chair unless the bylaws prescribe otherwise. It seems to be implied that the president is the chair but I could not find a specific statement clarifying the issue.
  8. chair pro tem

    I am not wishing to debate. I was looking for a citation in RONR that states, "The election of a chair pro tem is not debatable." for example In the absence of the president and the vice president the secretary calls the meeting to order and presides over the election of a chair pro tem. The secretary says, "If there is no objection John Smith is elected chair pro tem." Member A having objected to the unanimous consent then addressed the secretary and wishes to debate the issue. The secretary says, "RONR p. xx, ll. xx-xx, states 'the election of a chair pro tem is not debatable."
  9. chair pro tem

    Is there a citation that the election of a chair pro tem is not debatable?
  10. chair pro tem

    Is there a citation to that effect in RONR?
  11. chair pro tem

    Is the election of a chair pro tem debatable?
  12. nominations from the floor

    Thank you and I agree with you. I was looking for something to support the argument in RONR. It just seems to be the norm that nominations are open at a meeting where the members who are also the ones to elect the officers are present. The organization has a rules saying the nomination committee gives the list of nominees to the board. They could just as easily give the list to the secretary for mailing. The organization has no rule prohibiting the board from making nominations and there is no rule saying the board does anything with the list when it receives it.
  13. An organization elects its officers by mail ballot with space for write in candidates. A nominating committee submits the list of nominees to the board of directors to be mailed to the members. Is it proper for the board of directors to open the floor, at a board meeting, for nominations?
  14. removal from office

    Thank you. I was looking for that and couldn't find it.
  15. An officer is removed from office at a meeting, by following the procedure prescribed by the bylaws. Can that removal be rescinded?