Weldon Merritt

What do your bylaws say about the president's term of office. Please quote the provision exactly, as the specific wording may make a difference in the answer.

You're welcome. It's not often that I get to correct one of your posts!

Yes, that is a more accurate statement than I provided. Otherwise, I think Mr. Elsman and I are pretty much ion agreement. I stand partially corrected. However, 32:5 goes on to say, "alternatively, it may be submitted during a meeting either orally or in writing." (Emphasis added.) So it appears that RONR does not require that the resignation be in writing, unless it is submitted outside a meeting.

There actually is no requirement that the dues cycle correspond with the fiscal year. For example, NAP's fiscal year is December 1 to November 30, but its dues cycle is January 1 to December 31. It may be desirable for the two periods to coincide,, but it is not a requirement. If your bylaws have separate provisions for the fiscal year and the dues cycles, and you changed the first but not the second, then IMO the dues cycle remains June 1 to May 31. To change it, you will need another bylaws amendment, which should include a proviso on how to handle the gap between May 31 and January 1. For example, prorated dues for seven months, then the new dues cycle begins. Given that May 31 is barely more than a month away, you may not be able to make the change this year, depending on the notice requirements for amendments. If not, you will have to live with the existing situation until the next chnane to amend the bylaws.

Nothing in RONR requires that it be in writing. Generally, the entity that empowered to fill the vacancy is the one that must accept the resignation. So if the bylaws provide that vacancies ay be filled by the board, then the resonation must be accepted by the board (by unanimous consent or by actual vote). Yes, the resignation may be withdrawn until it is accepted by whatever entity is empowered to accept it.

If I understand correctly, the minutes of last year's annual meeting have not yet been approved. So that's part of the problem. Minutes of the annual meeting should never be held for approval at the next annual meeting, but instead the assembly (or an applicable rule) should authorize that they be approved either by the board or by a Minutes Approval Committee. Since that did not happen, then of course they must be approved by the assembly at this year's annual meeting. In the meantime, the draft prepared by the outgoing secretary is just that, a draft, which is subject to correction. When they are up for approval, anyone my propose a correction. The correction may be made by unanimous co0nsent, but if there is disagreement, a majority vote decides. Once the corrections,(if any) are made and incorporated into the draft, the (corrected) minutes are approved. Then the minutes of this year's annual meeting should simply state that the minutes were approved as submitted" or "as corrected" (whichever is applicable). The minutes need not (and should not) include any details about the corrections. Based on your final paragraph, it appears that you have the right idea about approval of this year's annual meeting minutes. Let's hope that the assembly sees the wisdom of that procedure and authorizes it.

I agree that the rule raises "serious difficulties," but I disagree that violation of one of teh rules of order would be a continuing breach as described in 23"6(a). That provision applies to adoption of a main motion that conflicts with the bylaws, not to a procedural error in the process of adopting the motion.

And one of the exceptions is when the bylaws say that rules in the bylaws are not suspendable!. I see no reason ton invent a new term to describe such rules.

I echo the sentiments of the previous posters. I met George at the 2005 NAP Convention in Seattle, a few months after I became a PRP. He apparently read my nametag, introduced himself, and congratulated me on my achievement. We later served together on the NAP Membership Extension and Retention Committee when we both were District Directors. Yes, he will be missed!

Agreeing with Dr. Kapur, I will add that if the correction is likely to be noncontroversial, you may be able to use general consent. ("Mr. President, I ask unanimous consent that the minutes of the [date] meeting be corrected by [state the proposed correction].") But if anyone objects, then you will have to use the full process as described by Dr. Kapur.

I don't see any way you could include the IPP position on the board without risking the negative consequences that most of us here routinely warn against. I have seen organization's that include the position and have not yet experienced any of the potential negative consequences. But the fact that they have not does not mean that they will not. Just in case you have not seen a full list of the potential problems, following is a list compiled by the late Dr. John Stackpole, who was a frequent contributor to this forum: If those arguments don't convince the others, then good luck. Just hope none of those eventualities occur.

Yes, of course. Sometimes we overlook the simplest answer. But technically, isn't that still adoption, by unanimous consent, of the motion to Amend Something Previously Adopted?

OK, OK; I get it. I think you've milked that one for all it's worth. Darn spell check!

The minutes should be as accurate as possible, and if I were the person whose name was misspelled, I wood would want it corrected. But how to do it depends on where you are in the process. Three scenarios: 1. If the draft minutes have not yet been presented for approval, and you are the secretary simply make the correction before presenting them. 2. If it's the next meeting and approval of the minutes is at hand, you (or any member) may propose the correction, which I assume would be non-controversial. 3. If the minutes have already been approved, they still can be corrected by means of a Motion to Amend Something Previously Adopted. That's a bit more complicated, and I don't want to go into the details unless that's you situation. If it is, let us know and we can provide more guidance.

Agreeing with Mr. Mervosh, I will add that most likely, there should have been no nominations for president in teh first place. Rather, the vice president became president immediately, and teh nomination should have been t fill the vacated office of VP. The only exceptions to that procedure are: (1) if your bylaws specifically say that a vacancy in the office of president is filled by elections or some process other than automatic succession by the VP; or (2) at the time of the vacancy, you had no vice president.

Actually, there is another way if the candidates agree. The tie could[d be broken by an agreed upon random method (e.g., coin flip or card draw.) But again, the candidates would have to agree.

And the reason for that is that special meetings cannot be called at all unless your bylaws authorize them. And if they are authorized, the bylaws will need to specify who may call them and with how many days' notice. (Three is one exception where a special meeting may be called even if the bylaws are silent. But that involves disciplinary proceedings, so is unlikely to be applicable to your situation.)

A motion is effective the moment it is adopted, unless the motion itself or some applicable procedural rue says otherwise. Approval or non-approval of the minuities has no bearing on the validity or effecti9e date of the motion.

Indeed! And that's one of the arguments I made that (I think) helped persuade them to ditch the rule.

I was once a member of an organization whose bylaws required the NC to nominate two candidates for each office. A very bad idea IMO, and one that I eventually was able to convince them to eliminate. There was once member in particular who saw the proposed change as an attempt to "limit their choices." Fortunately, most of the group did not buy her argument.

If there indeed was unanimous consent (the chair asked if there was any objection and no one voiced and objection), the action was just as binding as if it had received an actual vote. And its inclusion in the minutes was proper. As they should have been. But that has no bearing either way on the validity of the action. The action was valid the moment the chair asked for and received unanimous consent, regardless of whether the minutes included it. And if it did not receive unanimous consent, the fact that it was (improperly) included in the minutes does not validate it.

Not necessarily. It looks to me more like a misuse of "table" when they really meant "postpone." Especially when they included a specified time (even though the time was far beyond the period for which a motion could be legitimately postponed).

First of all, 13:1 says that Commit "is generally used to send a pending question to a relatively small group of selected persons—a committee—so that the question may be carefully investigated and put into better condition for the assembly to consider." (Emphasis added. It does nit say that the motion can be used only for that purpose. But even if 13:1 is interpreted that way, who says that delaying it for a year was the sole purpose? Guest Mike_L said that "more information was needed." Seems to me like a perfectly good reason to use Commit.

Depending on the results of the election when it is held, they may be out of office anyway. Or, depending in the wording of the term of office, they may already be out pending possible reelection. But otherwise, removing them certainly would send a strong message to future board members. Whether that is the most appropriate action is for the assembly to decide.

Even if there is nothing explicit about nominations, it seems to me that you need to have them anyway. Otherwise, how do you know what candidates to vote for? Technically, nominations are nit necessary, as members could simply write in the names of those hey would like to have as officers. But that is likely to lead to a protracted election process. Without nominations to narrow the field, it is less likely that anyone would achieve a majority without multiple rounds of voting.