Bruce Lages

Changes to properly noticed bylaw amendments can be made at the meeting at which the amendment is to be voted only if the proposed change falls within the scope of notice for the amendment. As a relevant example, if someone in your congregation submits a properly-noticed amendment to change the 90 day notice period to 50 days, a motion may be made at the meeting to change the 50 to any number between 50 and 90, whereas an attempt to change the 50 to a number greater than 90 or less than 50 would not be in order. Scope of notice refers to the space between what your current bylaws require and what the noticed amendment proposes. Any change that is outside the scope of notice is not valid even if no one present objects to it.

I don't believe that the requirement that "notice must be sent to all members..." can be satisfied by just posting a notice on the membership board since that in no way constitutes a 'sent' notice. Although you don't say specifically, I presume you're asking about a special meeting of the board rather than a special meeting of the membership. But your bylaws specify that for special membership meetings 'sent' can only be accomplished by postal mail or by hand delivery. Given that level of specificity I find it hard to believe that the bylaws would then accept 'posted' as the equivalent of 'sent' for special board meetings. Of course, your organization will have to make that determination for itself as a matter of bylaw interpretation.

It seems then that they should be referred to as ex officio directors.

Thanks to all for their comments. I had suspected that the interpretation expressed by George and Dan was the appropriate one, based on the somewhat analogous process for nominations to a committee by the chair in 50:13c, where the membership has veto power over the chair's suggested nominees but cannot name their own nominees. In this case, the inability to amend is clearly not any great imposition since the chair, by definition, is present and can quickly substitute another name for one the membership rejects. In the situation I described, a rejection by the membership ensures a drawn out process since the board will have to reconvene at a properly-called meeting in order to adopt a different amount to present to the membership at a subsequent properly-called meeting. I suppose it might be possible for the board to agree beforehand on several amounts, so that if one is rejected, a different amount could be proposed immediately. Does anyone see a problem with that approach? It is understood that expediency, while a valid consideration, is not the sole or even primary basis for bylaw interpretations. As suggested by J.J., the membership does have the authority to interpret this bylaw statement so as to give themselves the right to change the board's proposal, but it seems clear that a clarifying bylaw amendment would be the better way to accomplish that goal. Thanks again to all.

I've searched for previous threads on this topic, but without success. Consider a bylaw provision that states "The board shall, with the approval of the membership, determine the amount, if any, of the fees to be charged for the use of the club's facilities." The question that arises from that provision as written is whether the membership is limited to only approving or rejecting the amount proposed by the board, or if the membership may also amend the amount proposed by the board before voting to approve. It's not entirely clear to me whether the bylaw as written grants exclusive authority to the board to set the dollar amount to be proposed, in which case a rejection by the membership means the board must go back and decide on a different amount and then submit a new proposal for membership approval. I realize that the ultimate answer is going to be that the organization will have to interpret its own bylaws to settle this issue, but I'd appreciate any opinions or feedback from our members here who might have experienced a similar scenario or who may have found something in RONR that might be relevant.

Based on the ordinary English-language definition of the words, yes. RONR does not recognize an office of past president, or ascribe any significance to the title. Any such recognition would have to be in your organization's rules.

Asking questions does not constitute 'taking action' with regard to the treasurer's report. Taking action would require a motion of some kind. There is no reason for the assembly to vote to approve the treasurer's report just because it generated questions and/or discussion.

RONR does not address an election committee, but does state that members of the nominating committee are themselves not prohibited from being nominated (46:12). Is the function, or one of the functions, of your election committee to solicit nominations? If so, then I think what RONR says would certainly apply.

This is the inevitable result when whatever entity prepares a revision - or even just an isolated amendment - to the bylaws, does not carefully check to make sure the proposed change does not create conflicts with existing language in other parts of the bylaws. No, the amendment does not automatically negate the existing language, so you are left with the conflict in which members can and cannot vote. The only way to resolve the conflict is to amend the bylaws again to remove which ever language the group no longer wants. If it is possible to call a special meeting for that purpose before your special meeting to elect an officer, or, if there is sufficient time, to send out a modified notice of meeting to include the bylaw amendment in your already scheduled special meeting, you can then resolve the bylaw conflict before you elect an officer. If neither of these is possible, you will have to temporarily resolve the conflict at the special meeting by having the chair make a ruling as to which voting condition is prevailing, either on his own or by someone raising a point of order. If I were presiding in such a case I would turn the decision over to the assembly without making a ruling myself, since the assembly is the final arbiter of bylaws interpretation. Whatever decision is made would apply to the election of the officer at that meeting. The assembly then needs to, as soon as possible, amend the bylaws to remove the conflicting language.

No.

One important factor in the answer is how large a group was present at this meeting. Under the small board rules described in RONR 49:21, which apply to groups of not more than about a dozen members present, the chair can participate fully in the proceedings, the same as any other member. Under these conditions, the chair could offer his own motion, which most likely should have been a motion to postpone to a certain time (RONR section 14), rather than the motion to lay on the table (RONR section 17). But the chair can only offer that motion; the decision whether to adopt or reject the motion remains with the assembly. If the group that was meeting was much larger than about a dozen members, then the chair should have allowed the motion to proceed through discussion and to some kind of disposition without inserting himself into the process at all, except to carry out the duties of a chair in handling a motion (described in RONR Section 4). in these circumstances also he has no right to impose an outcome on the assembly.

You say the chair "accepted the result of 29 people out of over 60 as being sufficient to end debate." But the question is how many members voted in favor of the previous question vs how many voted against. Does the "over 60" refer to the members present or the members voting against? The vote requirement for the previous question is 2/3 of members present and voting. If "over 60" refers to the number of members present, that doesn't tell us whether 2/3 of those present and voting voted in the affirmative.

Based on your description above, it seems that what this member was proposing is that the simplified procedure for a spousal membership included in the noticed amendments should not be adopted, which would leave in place the more rigorous procedure in the current bylaws that this member believes is appropriate. What should have been proposed was an amendment that would strike out the section of the noticed proposal introducing the simplified procedure. There is no question that such an amendment to strike out would have been in order. But since the way the process played out produced the same result, I guess we can call it 'no harm, no foul' at this point.

In addition to the details regarding the use of proxies, your rules would also have to provide their own definition of a quorum, since according to RONR, to the dictionary, and, for a current example, the Texas House of Representatives, a quorum is defined as the number of members who must be physically present at a meeting in order to conduct substantive business.

A member can change their vote up until the time that the vote result is announced, or immediately after the announcement only, with the unanimous consent of the assembly (RONR 4:42;45:8-9). Although not specifically mentioned, I believe a person who has not voted may request permission to cast a vote under the same conditions. Incidentally, there is no such thing as an 'abstain vote' in RONR. To abstain means not to vote.

Yes, you can be asked to leave the room while the other directors vote, and yes, you have the right to refuse the request and stay to cast a vote.

In addition to the above, for special meetings the notice must include a description of the business for which the special meeting has been called. RONR says this description must be "clearly and specifically describing the subject matter of the motions or items of business to be brought up" (9:13). RONR further specifies that "the only business that can be transacted at a special meeting is that which has been specified in the call of the meeting" (9:15).

No - that's only true if your rules make the executive director an ex officio member of all (or any) of the committees. Unless your rules say otherwise, whatever body has the authority to place the ED on a committee will also have the authority to define the ED's role. If the ED is just made a member of a committee - ex officio or otherwise - he or she will function the same as each of the other committee members.

It seems to me that reading and approval of the minutes is not an appropriate item for inclusion in a consent agenda (what RONR calls a consent calendar (41:32). First, it is already the first item in the standard order of business as defined by RONR (3:16), so it is not something that needs to introduced by the usual methods of introducing items for consideration. Second, it should certainly not be one of the items that is "considered in gross without debate or amendment" (41:32). Perhaps you could tell us what this board's goal is in including approval of the minutes in a consent agenda?

If the bylaws revision was never introduced at the first meeting, i.e., the meeting ended before the motion introducing the revision could be made, then I think it is possible to provide notice of a revised revision for the next meeting as long as this notice can be given in compliance with the previous notice requirements for bylaw amendments. It would be a good idea to highlight how the new revision differs from the original one in the previous notice.

The original motion can be amended (or rescinded in whole or in part) for as long as there is any part of the motion that has not yet been carried out. Thus, if the school board were to conduct a GPA audit of the top 5 students, that motion would be completely carried out and no longer open to amendment or rescinding. If a more comprehensive audit was wanted, it would have to be initiated as a new motion. But up until a GPA audit of all of the top 5 students was actually done, that motion could be amended. From what is written, it is not clear whether you are a member of the school board. If you are not, you do not have the ability under RONR to initiate any of the actions you want to see occur, since RONR's rules stipulate that only members of the body that is meeting have any rights with respect to participation. Depending on your school board's rules, the most input you might have could be to raise your concerns during a period of public comment at a school board meeting. And also based on what is written, it sounds like the school board might need to amend its minutes to reflect the motion as actually voted on. Under RONR, the approved motion is the motion as stated by the chair just before it is put to a vote.

I'm not sure what you mean by this issue being 'moved over', but, as has been already stated, the only way that unfinished business arises is if a motion was pending when the previous meeting was adjourned, a motion was postponed from the previous meeting, or an item listed on the previous meeting's agenda was not reached before adjournment. If the issue you are referencing never reached the motion stage, then it is not unfinished business and can be introduced as new business. Both Mr. Martin and Mr. Kapur have given you the answer regarding the right of the new board members to fully participate in this current issue.

To the extent that it has not been carried out completely, an item adopted at a previous meeting can be brought up again for further action by means of the motion to rescind or amend something previously adopted (RONR 12th ed., Section 35 on p. 288). This motion requires a 2/3 vote or a vote of a majority of the entire membership, or if previous notice of the motion is given, a majority vote.

I don't believe that RONR takes any position on, and certainly doesn't include any prohibitions on, who can write a resolution. But it does limit who can move a resolution for consideration at a meeting - that is a privilege of membership (RONR 1:4).