Bruce Lages

Guest Sandra - can you come back and tell us why you think you need to have an agenda? Knowing this might help us give you more specific answers.

That would depend solely on the rules and ordinances that govern the Town Board. Based on the information provided, nothing in RONR would require the Town Supervisor to recuse himself.

Do your bylaws include rules for disciplining members, including removal from the board? If so, do they include the means by which a member subject to removal from office is notified of the meeting at which removal will be considered? If all such rules have been followed, then not being aware of the meeting notification would seem to be an unconvincing argument. Failure to follow those rules would, however, most likely render any vote for removal invalid. If your bylaws don't have their own disciplinary procedures, then the rules in RONR would apply, and RONR requires that a member subject to removal from office as a disciplinary punishment must receive notice of the time, date, and place of the meeting at which such punishment will be decided by written means that includes confirmation of receipt of notice (such as registered mail with a delivery confirmation)(63:28). That meeting, being in fact a trial, is, however, the last step in RONR's detailed procedure. While the member in question certainly has the right to defend himself at such a trial, it is also likely that he would have been aware of any allegations against him and had an opportunity to explain his actions well before a trial.

Not if the committee consists of more than one person. But for small boards (not more than about a dozen members present), seconds are not required at all.

Just a small but critical point - non-committee members may not speak in debate unless specifically allowed by a suspension of the rules. Presumably, this would include the right to make and second motions, although I'm not sure that RONR addresses this specifically. But,it's not accurate to say that non-members should not vote. They are prohibited from voting at all.

The controlling paragraphs here are 12:63 and 12:64: "The inserted matter cannot be struck out, and the matter that has been struck out cannot be inserted again except...through changes in the wording or the place in a way that presents a new question...". So, if the original amendment to strike out 'Charity A' and insert 'Charity B' is adopted, does striking out 'Charity B' and inserting 'Charity C' present a new question? It seems to me that it does, since 'Charity C' was not considered previously (stay tuned, however, for possible other opinions). If it does present a new question, then the subsequent amendment to strike out 'Charity B' and insert 'Charity C' is in order. Also, if the initial amendment is defeated, it is in order to move to strike out 'Charity A' and insert 'Charity C' since this would also present a new question (12:64). Perhaps a better solution would be to either create a blank so that various charities could be suggested to fill the blank, or to move to insert a different charity as a secondary amendment to the primary amendment, so that in either case, the choice of charity would be decided before voting to make the donation.

Whose bylaws are you referring to? We don't have any bylaws here at this site (at least I don't think we do). And RONR 12th edition has only sample bylaws included within its text. Are you referring to the rules in RONR? If so, then a ballot vote is only mandated if it is required by the organization's bylaws, or if a motion is made and adopted by a majority vote to take a particular vote by secret ballot. RONR also mandates a ballot vote in certain, very limited, circumstances.

That motion would be in order at any time while the bylaw revision is pending - meaning after the chair has announced the revision as the current item of business. You gain the floor by rising when no other member is speaking and seek recognition from the chair. Yes, you can make the motion at any time during discussion of the revision. Since there seem to be multiple sources of possible amendments to this revision, you might want to phrase your motion to commit to include all of them, so that the committee, if approved, can sort through all of the proposals.

You might check your bylaws to see if they prohibit a person from holding two offices at the same time. In other words, perhaps the board could elect one of its own members to fill the vacancy in the vice president position while that person could still retain his board position. Then you would only need one election to fill one vacancy. If that is not possible or not feasible because of conflicting duties of the VP and the board position, then I don't see anything in the bylaw excerpt you posted that would prevent your group from filling two vacancies.

My take on Mr. Mervosh's suggestion would be that if the chair takes a count on his own initiative and then announces the count, it should be entered into the minutes for appropriate motions, but if the chair counts on his own and then just pronounces the motion carried or lost, his count would not be entered.

I would note that the posted bylaw excerpts seem to indicate that special meetings and emergency meetings are two distinct entities, with much less detail provided for the calling of emergency meetings compared to what is provided for special meetings. That makes it rather difficult to determine the validity of what happened in the posted scenario.

Are these staff members also members of the full board? If they are, then you can not exclude them from the voting portion of the meeting (or any other portion of a meeting). If they are not full board members, then their presence is at the discretion of the board, and they can be excluded from meetings whenever the board chooses. This assumes, however, that your Boys and Girls Club has no written rules governing staff attendance at board meetings.

That brings up a related question (at least to me): If the board is using the small board rules, where the presiding officer can vote on all questions, will these rules on a roll call vote still apply? Since the chair can vote whether or not his vote will make a difference, is it still necessary to call his name last?

If there seems to be consensus that pushing the motion to later in the meeting is desirable, the chair can ask for unanimous consent to do so ("If there is no objection, the motion will be postponed until..."). Otherwise, a motion and majority vote is required.

Yes, it looks like it was handled properly.

Say what?

I hope that Mr. Katz meant to say "decrease the 98 hours, but not increase it." That's the way I would interpret the application of scope of notice in your case. You currently have possibly zero hours before the election, if you take nominations from the floor at the election meeting, and your proposal is to require 98 hours advance notice of nomination. Based on that, it would seem that anything between zero and 98 will fall within the scope of notice. The 48 hour notice to the membership may also be amended within the scope of notice, but it will be necessary to coordinate any changes to these two time periods so that an amendment to the first doesn't make it impossible to achieve the second.

It is certainly incorrect in that you are a member of the board, not a guest. Generally, except for reports given by officers and committees, discussion at a meeting is limited to the debate relating to a pending motion, not to unrelated statements, and the RONR default is two speeches of not more than 10 minutes each for each motion. For small boards consisting of not more than about a dozen members, the rules in RONR can be relaxed to allow some discussion without a motion pending. The board itself can also extend or reduce the limits on how long or how often members make speak for, but any such limitations would apply to all members. Finally, because this may well be a public board of some kind, there may be rules which would take precedence over the rules in RONR.

Action like that would not be valid. The board can only take action, as a board, at a properly-called meeting of the board at which a quorum is present. If all the board members attended your committee meeting, there would certainly be a quorum of board members present, but that is still not a board meeting. I suppose it would be possible for proper notice to be provided that a special meeting of the board - assuming the board is permitted by the bylaws to hold special meetings - will be held in conjunction with the Strategic Planning Committee meeting for the purpose of voting on one or more committee proposals. That procedure, however, should only be used for committee proposals that are so urgent that they could not wait for the next regular board meeting.

Normally, a secretary pro tem is elected for one meeting only. Although RONR refers to the necessity of previous notice for an election only for a chair pro tem who will preside for more than one meeting, I suspect the procedure would be the same in order to elect a secretary pro tem to serve for more than one meeting, i.e., previous notice for the election. I am not certain that a secretary pro tem would have the authority to carry out other duties that the bylaws assign to the secretary, such as being a signing-officer for certain documents. RONR only refers to the secretary pro tem as being responsible for taking meeting minutes. You may need to fill that vacancy with a properly elected secretary in order to carry out those other responsibilities.

You should try to fill that vacancy as soon as possible. RONR states unequivocally that 'The minimum essential officers for the conduct of business in a deliberative assembly are a presiding officer, who conducts the meeting and sees that the rules are observed, and a secretary, or clerk, who makes a written record of what was done, usually called "the minutes".' (3:6). In the meantime you should be elected a secretary pro tem to take the minutes of each meeting. If your previous secretary finished a term of office and chose not to run again, or no one was nominated (or elected)at the last election,you will need to hold another election to fill the position, and previous notice will be necessary for the election. If the position of secretary was vacated during someone's term of office, check your bylaws for their vacancy-filling procedure.

If this was supposed to be a meeting between the board of directors and the attorney, and was properly noticed as such, then no, you can not be denied access. But it's not at all clear that this was to be such a meeting. Nothing in RONR would prevent the president and vice president from speaking with the attorney. It may very well be, however, that the president and/or vice president may not take any action on behalf of the organization based on that meeting. Your rules and bylaws should define who has the authority to remove members from the club - under RONR it would be the general membership and not any one officer. If this SOA (not sure what stands for), is governed to some extent by local or state laws. the provisions in those laws would take precedence over anything in RONR.

My bad - I missed the 'expand' button under the quoted text. Yes, of course the interpretation is correct.

I don't see how you arrived at that interpretation. The sections quoted from your constitution don't say anything about the items of business - such as the election of convention delegates - that may be considered at each type of meeting.

You can ask - at a meeting necessarily - and perhaps there will be no objection to your request. Otherwise, you will need to move to make the change, which will require a second and a majority vote for approval. You do understand that under the rules in RONR comments do not belong in the minutes at all? The minutes should be a record of what was done, not what was said.