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How many numbered pages does it have, including the index? Putting it another way what is the page number of the last page of the index, ending in "Yields, meaning of"?

It might be wise, however, for the general membership to adopt a motion to go into ExecSess at that meeting prior to finding out what the Board was up to. At least this will keep it in the family, if not exclusively to the parents.

The membership could find out what the motion was by invoking the little procedure described on page 487, lines 13-20.

And .... per RONR, page 17, the adoption of Special Rules of Order requires either of two sets of conditions, which your proposed bylaws appear to relax quite substantially. Is that your intent? Also your phrasing of the required vote - "a vote of the majority of the shareholders" is NOT a "standard phrasing " as is found in RONR, page 400ff, and is a bit ambiguous. Was it your intent to leave out "present and voting", or did you really mean "a vote of the entire number of stockholders"? Or something else? Perhaps you should have a professional parliamentarian do a careful review of your proposed bylaws. Contact either (or both) the ... National Association of Parliamentarians 213 South Main St. Independence, MO 64050-3850 Phone: 888-627-2929 Fax: 816-833-3893; e-mail: hq@NAP2.org <<www.parliamentarians.org>> or American Institute of Parliamentarians 618 Church Street, Ste 220 Nashville, TN 37219 phone: 888-664-0428 e-mail: aip@aipparl.org << www.aipparl.org >> for a reference or information. Both organizations offer training and contacts with local parliamentarians.

And to be precise, you don't have a "New Board". It is the same old board, just with a few new people (even all of them).

In the order you asked... 1) Anybody in the world, unless your bylaws restrict officer positions to members of the association. 2) The full responsibility is on the Board (although I'm sure that suggestions from the general membership would be given due respect). 3) No -- see 1) 4) Entirely adequate 5) Nope. Your provision covers the situation. One thing you didn't ask: Be sure to give notice that there will be an election, by the board members, at the next meeting. See p. 575 & 468.

An "ad hoc" -- or to uses RONR's more formal wording -- a Special Committee ceases to exist when its assigned tasks, or multiple tasks, are done. It could make interim reports on some of its assigned task(s) without ceasing to exist, as long as the task(s) was(were) not done yet. I don't think I can answer your "...intent to review..." question -- in general figuring out what something means will be up to the association to take care of when a question comes up. As a newbie, you are MOST welcome, so come on back with more questions. Also join in: it will save you from dealing with those CAPTCHA games, and allow you to use other features.

You are correct - but you don't "announce" the prospective members, you include their names in the motion to form the committee. That means that the names of the prospective members are subject to amendment if the majority of the members present and voting on the amendment don't like any of your proposed members and wish to put different people on the committee. See p. 496.

See pages 209ff. & 671ff.

Come back any time!

And, chances are (have to say "chances" since I haven't read your bylaws in full - and don't plan to!) if the Association removes someone from the Board that will also remove him/her from any officer position he holds.

I guess the question that Ditto's group will have to decide is whether their "officers" include the members of the Board of Directors (or "directors"). RONR, p. 572, states that "Directors should be classed as officers" but I presume such a classification is something for the bylaws to take care of in order to change "should" to "shall". (Maybe RONR should do so in the 12th Ed.)

Hmmm... since your bylaws appear to indicate two (independent) mechanisms for removal of a board member, it will be up to you, collectively, to figure out which one takes priority in a particular situation. RONR doesn't speak to your particular arrangement. This decision would be one for the general membership to make. See p 588. Things are a bit clouded by the appearance of the "and until..." phrase in your bylaws (see p. 574) the RONR-based implications of which contrasts with your other "with or without cause" phrases. Another matter for interpretation as to which takes priority. After the battle is over, amend your bylaws for consistency, please, to be ready for next time.

OK, perhaps this can be tidied up in RONR/12 -- not Dan's problem any more, however - gone fishin'

O.K., I stand corrected. Now we need an index entry for "Basic Principles of general parliamentary law" -- are there any identified in the book in addition to p. 216? (I did a text search on "Basic Principle") Answer: Yes, three places: p. 4, p. 216, p. 336, and in the index p. 692. (The index reference points only to p. 4 and p. 400. P. 400 shows "Basic Requirement", but not "Basic Principle". P. 400 is the only place where "Basic Requirement" shows up. Go figure! The word "Basic" by itself shows up in gazillions of places. So does "principle") There is an index entry for "Basic Rights of individuals" pointing to pp 251 & 264 (but not to p. 216). It appears, from pp. 251 & 263-264, that the consequences of taking action in violation of "Fundamental Principles" or "Basic Rights..." is the same: it creates a continuing breach of order that can be declared null and void. No such continuing breach occurs, however, if a "Basic Principle" is breached. So what is a "Basic Principle" for? What makes it special? Or "basic", as contrasted with a plane vanilla principle or rule of order?

In (a late night, hence succinct) answer: 1) Yes. 2) & 3) The authors or RONR will have respond to those two (or more) questions.

RONR/11th Ed. pp. 110 & p. 343. Note the (relatively substantial) difference: Your 4th Ed. cite refers to "the laws of the nation" &c.; The 11th refers to procedural rules in the laws

A way to make this process semi-proper is for the Board to consider the assembly's choice (which the president evidently wants to see) as a recommendation to the Board of who the Board should actually appoint. But it should be made clear that the Board is not obligated to appoint the assembly's choice.

Assuming the quoted bylaw says all that matters about filling vacancies, here's answers: Q1: No, but to the Board at the next Board meeting. But see Q3's answer. Q1.2: No. Q2: Do what the bylaws say. The Board has the responsibility to do the appointing. Q3: Yes, unless there are outrageous statement in the letter. You get to judge that. A simple statement that the person has submitted his/her resignation will be enough to make acceptance of the resignation proper and then you can set out to fill the position.

Sure, if he/she has enough chutzpah. (And trusts having a fair number of friends in the meeting.)

If you would like to see some up-to-date rules for e-mail "meetings" that can include voting, click on this puppy: << https://dl.dropboxusercontent.com/u/88311344/E-Meetings%202012.docx >> Note: these are not RONR's rules but serve to show how well RONR can work in an e-mail context, with just a little tweaking. It is quite remarkable how well RONR can "fit" in to an electronic context. And click here, too. (Dropbox works well, too.)

That interpretation appears to be what the debate is about. It will be up to DWC121's association to decide which side prevails.

Right, but... The original poster (#1) quoted the association bylaw as defining a quorum as a "Majority of the Board", not the RONR default "Majority of the members of the Board" -- p. 347. The former definition, given the other numbers presented in the posting, results in a fixed quorum of 6 (a majority of 11); the latter results in a quorum of 5 ( a majority of the 9 extant members). This is another fine example of why one should NOT rewrite RONR's rules, but leave the book's defaults in place.

And I trust that it SHALL (not SHOULD) be fixed in the next printing.

Since a resignation is a request, if the resignation is withdrawn by the requestor (as he obviously can), there is nothing to act upon one way or another.