jstackpo

Looks like you are in good shape.

Still wondering how you conduct meetings by mail...

In the discussion of the call for a Special Meeting, p. 91, RONR uses the phrase "reasonable number of days in advance".   This isn't very precise, so it is up to the membership to decide what is "reasonable", and that will probably vary all over the place.

You could adopt a standing rule specifying what "reasonable" means, or raise a point of order at, to use your example, the Wednesday meeting that the one day notice was not "reasonable" and hence the meeting is invalidly called and can't be held or continued.  The chair could rule, a member could appeal, and a majority would decide if it was "reasonable" or not. 

It does seem that your paragraph 3.4 does set "reasonable" at "five to seven days".  So ask the ExecComm why they think a one day notice - your example - is sufficient.

If it says "postal", then postal it is.  If it just says "mail" the question of e-mail appears to me to be a bylaws interpretation question.  Best to be explicit and allow both p-mail and e-mail. Or internet posting, or whatever.

No meetings by conference calls (or any other sort of absentee participation system) without explicit approval or authorization in the bylaws.  How on earth do you have "mail meetings?"

No.  Such a change in the rights of members to serve in office would have to be made in the bylaws, presuming that the general membership is endowed with the power (in those bylaws) to amend the bylaws.

As usual:  "Unless the amendment powers are given to the Board alone, or there are some other special provisions that contol."

First of all, do your bylaws authorize "meeting" by conference call (or in any other absentee manner)?    If not, then what you are doing is entirely improper and the vote, if taken, is null and void.

If the bylaws do allow meetings by phone, it requires a majority vote to, in turn, require a ballot vote on any issue, not just a "call" from another member. 

But I can't tell you how to do such a ballot vote via phone call  --  I guess you will have to wait for the next regular meeting.

Use of word "Executive" has no special meaning in this context

You "open meetings" rules would have to be in your bylaws and interpreting your bylaws to that level of detail is beyond the scope of this RONR-centric Forum.  See page 588ff for interpretation help.

Guest DC:  In your initial post you said 3 directors created a committee.  Was there a quorum (of 4) present at the time the motion was adopted?  What do you mean by "3 directors created"?  Did those three vote for the motion to establish the committee and less than that number voted against it, all with a quorum present?

As long as your general members got the notice of the meeting it doesn't matter whether they were allowed to raise questions or not.  Non-Board-members have no debate rights at Board meetings.

22 minutes ago, Godelfan said:

Why do we consider reports to be business that cannot be conducted without a quorum?  As I understand it, business is "doing something."  Such business often follows reports, to be sure, but what is the objection to hearing things without acting?

Objection to "Hearing with out acting"?  Nothing, of course, but since this is a Special Meeting, presumably there is some "do something" business specified in the call to the meeting.  Without a quorum that something can't be (properly) done. 

And at a later quorate meeting, the group will have to hear that report all over again (because many weren't there first time around)  so why bother to present it when nothing can be done with respect to the report's recommendations.

Was this committee established by a motion made at a Board meeting.  Was the motion properly adopted?

What do the bylaws say is the quorum?  Please copy out a direct quotation, not a paraphrase.

In the order you asked...

Presuming that the president is authorized (in the bylaws  --  check this) to call a Special Meeting in the first place, the meeting cannot do anything (except a few things on page 347) and that "anything" includes NO business.

The  remaining board members may be able to fill the vacancies  --  gain check your bylaws.  Also check how  your bylaws define "suspend".  Suspension may not actually remove someone from a position.  See the footnote on page 6

I wasn't as clear as I hoped:  What happens to the list of candidates if the Board chooses to vote it down?  Do the general members get to vote on it anyway, or is it dead in the water and the nominating committee has to produce a new set of names?

Your ethics question is a reasonable one, but not one covered by RONR.  A way the resolve it is to take the Board out of the nominating process altogether:  Just have the Nominating Committee report their nominations to the general membership on (or before) the election meeting, and allow for floor nomination prior to the actual election getting underway.   This is the "standard" - the Board isn't involved in the nominations at all.

You may have to propose amendments to the bylaws to accomplish this.

Are you saying the the Board gets to vote (up or down, I presume) on the list of candidates prepared by the nominating committee before the general membership gets to vote at all?

That sure isn't a Robert-rule; is it in your bylaws?       Strikes me as a pretty foolish rule as it allows the Board to control the election process and perpetuate itself by "vetoing" any candidate(s) they don't like.

Sounds to me that your "Ground Rules" are what RONR calls "Standing Rules"  See page 18 in RONR for details.

And you are right:  in the absence of any bylaws authorizing someone else to do it, only the general membership can create, amend, or rescind those rules.

I am guessing here, but it sounds as though your "Procedure Manual" is in essence (and in RONR's terms) a set of Standing Rules. Take a look (again?) at page 18 to see if your manual "fits" the definition on that page.

If it fits, then amending your manual is simply a matter of amending something previously adopted  -  page 305.

Sure, if you are comfortable with the "But Ma.., all the other kids are going..." style of argument.  Never convinced my mother.

First step is to check the bylaws and see what they say about filling vacancies.

Not to be unkind (or impudent) but your "feelings" don't count!  Tell us what the bylaws say and we can take it from there.

Ah, go ride your new subway  --  you'll feel better.

Second posting (first reply) above, all the way from Southern Florida (until global warming sets him afloat for locations TBD).

Well, as HHH noted, you are free to include whatever you like in the bylaws, even though it may be a bad idea.

I'll just reserve an "I told you so!" or two for future use.

But it probably is not a good idea to put specific names of committee chairs, &c. in the bylaws.  Bylaws are supposed to be semi-permanent in nature (RONR, p. 12ff.).  It could get cumbersome to have to keep amending the bylaws just to name new chairmen and the like whenever there was a turnover.

The minutes are the best location to document the appointment of chairmen and is entirely sufficient.

I think it is a prohibition:  after all, before you, as a voting individual, can actually vote for the person in question, you have to mentally nominate him to yourself.  If you are honest with yourself, you might think "Hey, I can't suggest Fred to myself, he isn't nominatable".  Who knows, you might mentally nominate more than one person, then pick (vote for) the one who is eligible.

And very important details are found on p. 574 & 653.

Board powers (to speak as generically as possible) under RONR only exist if the bylaws, adopted and amended by the general membership of the association, say what powers exist for the Board to exercise.  A discussion of all this  (with sample bylaws)  can be found on p. 576ff.

Boards of incorporated associations have whatever powers the law of incorporation grants them, that includes non-profits.  Non-lawyer here so I can't speak to the interaction of the corporate law and RONR in specific situations.  I get the impression, however,  that the board is pretty much "in charge" or runs the show, except for what is reserved for the assembly in the bylaws.  This is quite the inverse of RONR.

Government entities may well have other power specifications.

What kind of Board (and association) are you asking about?  And as the other responders (who type faster than I do) have asked, what specific rules are you contemplating?

Whether there is or not, RONR has nothing to say about your question.   Ask your department ethicist.