Bruce Lages

You might want to also look at your bylaws to see what, if any, powers they grant to the board on an exclusive basis. Since the membership originally 'chose to remain smoking', they (the membership) may have the power to instruct the board not to reverse the previous decision, or to rescind a reversal if the board goes ahead. You need to find out whether your bylaws grant the board exclusive authority in this matter.

RONR appears to recommend a prior notice of some sort, even if the 'prior' is not very much removed from the meeting - "A copy of the 'Proposed Standing Rules of the Convention' that the committee is to recommend - usually printed in the official program - should be handed to each person when he registers." (p. 618, ll. 27-30). It seems that the intent is to have the proposed rules known to the delegates as least prior to the meeting at which they are to be voted on. Something similar might be appropriate, even if not required, for mjhmjh's organization.

Perhaps the OP could respond and tell us whether the organization's usual practice is that the special rules of order proposed by the secretary and then adopted are applied only to the semi-annual meeting at which they are adopted.

I don't see how the secretary being the originator of proposed special rules of order has any bearing on RONR's requirement for prior notice. Presumably, if the secretary is sending out the notice of meeting, inclusion of prior notice for special rules of order would not be a problem. A summary of any and all proposed special rules of order would be sufficient provided that the summary clearly and completely explains the purpose of each proposed rule. See RONR, p. 122, ll. 22-27.

Not only should you not take a vote, you should not entertain a motion to accept the reports. Any such reports are simply filed by the secretary as part of the organization's records. The exception to this would be a financial report from auditors attesting to the accuracy of the treasurer's report. That should be accepted by vote of the membership.

OK - so your quorum for committee meetings is a majority of the committee members, so the answer to your original question is definitely no, the sole committee member remaining can not continue to conduct business. That means that if the recommendations to be made to the board were not approved before the quorum was lost, then another quorate meeting will need to be held to agree on the recommendation. Can we assume that the 5 members originally present are more than half of the total committee membership?

If that is an accurate statement of your bylaw language regarding quorum in committees, then it appears that one committee member can conduct business in a committee meeting. However, that is a rather unusual quorum requirement, and implies that you actually do not have a quorum requirement for committee meetings. In RONR, the default quorum for a committee would be a majority of the committee members. Are you certain that's what your bylaws say? Could you quote them for us (exact words)?

I don't see where anyone has stated that the board is analogous to the chair, but in the situation you've described, I think either choice could be used. If the membership strikes one or more names, the chair should be able to offer other nominees at that time, or the membership could approve only the names they did not strike as members of the committee, with additional nominees to be proposed at a subsequent meeting. But I'm still somewhat confused as to your procedure. In the third post you said that the leadership nominates committee members, who then must be approved by the general membership. However, subsequently you stated that the bylaws give the board the power to appoint committees for this purpose. These two statements seem to be in conflict since, if the board is given the power to appoint these committees, why should the membership have to approve those appointments? Can you clarify this?

Richard - you may well be right, but I wonder why the vote should be 2-0. Granted, if the 3rd board member votes not to remove that would still constitute a 2/3 vote with 3 members voting, but it was made clear above that Guest Daisy still has the right to vote, and I would think she would not vote to approve her own removal. IF all four members vote, then 2 votes will not be sufficient for removal.

Based on your quoted bylaw statement and your statement that your board currently has four members, then two votes will not be sufficient to remove you from your position. Two is clearly not 2/3 of four; a "two-thirds vote of the board of directors then in office" would require three of the four directors to vote to remove.

Only if the organization's bylaws grant him that authority. If RONR governs, then a new president has already been selected the moment the current president resigns - it's the vice president. The selection process as defined in the bylaws would then be used to select a new vice president.

As to your first question - Do you mean nominations for the open positions, or election of the nominated members? Either way, nothing in RONR would prevent these items from being brought up at the annual meeting. Your association rules should probably describe any specific business that is to be conducted at the annual meeting, including whether the items you mention require previous notice. RONR requires previous notice for an election; such notice can be given in the call for the meeting or by your bylaws specifying that elections take place at the annual meeting. Is there some specific issue as to whether these items can be brought up?

If the chair observes that a quorum is no longer present, he is obligated to make that known to the assembly and to see that no attempt is made to conduct any substantive business while a quorum is not present. The assembly can, in the absence of a quorum, move to recess, to adjourn, or to fix the time to which to adjourn (i.e., set the time and place of an adjourned meeting in order to continue the business of the current meeting). They can also takes steps to obtain a quorum - for example making calls to encourage absent members to come to the meeting. Given that adjourning is only one of the several options available to the assembly, it would not be appropriate for the chair to assume a motion to adjourn.

Regarding Mr. Novosielski's response - granted that RONR doesn't address this situation specifically, but I can also see a case for the provision of being an ex officio member of all committees, rather than the specific officer(s) named, as the determining factor for counting towards a quorum or not. Edited to add - Given this lack of direction from RONR, it falls to your organization to stipulate how you want this provision to apply towards the quorum numbers of your committees.

What you may have missed is what is said in RONR, p.474, ll.19-23: "A draft of the minutes of the preceding meeting can be sent to all members in advance, usually with the notice. In such a case, it is presumed that the members have used this opportunity to review them, and they are not read unless this is requested by any member" (my emphasis). (This point is also made on p. 354, ll. 10-15.) The point here is that, regardless of how advance copies of the minutes may be provided, they must be read at the meeting on the demand of a single member. If you feel that members are not being given an adequate opportunity to see the minutes in advance of the meeting then by all means bring this RONR requirement to your chair's attention and be prepared to use it at your meetings.

I think there might be an issue here with the comments made by the member who previously served as chair. You say that "after each nominee spoke, another member who has served as chair in the past, made a philosophical comment on the purpose and function of the board as an advisory committee." I guess one could question whether such a statement was actually germane to the nominations, i.e., whether it was directly solely towards the relative merits of the nominees. If it wasn't, it probably should have been ruled out of order.

It may not be OK from an RONR perspective (or yours), but it is OK if a majority of the board, or board-level committee members, approve the changes when the minutes are up for adoption. Each assembly has the final say on what its minutes contain, which could, unfortunately, include information not stated in the meeting.

The only caution I would add is about your statement allowing the bylaws committee to 'correct... punctuation...'. Changing punctuation can very definitely change the meaning of a statement -- remember 'eats, shoots, and leaves' vs 'eats shoots and leaves'? Any such changes can be much more consequential than the re-numbering of sections or cross-references to sections. I would urge not including this in any such statement, and leaving any changes in punctuation to the full amendment process so the membership can be certain that intended meanings are not inadvertently changed.

An important question that needs to be answered first is whose meetings are you talking about? You mentioned 'our annual open union meetings' - are these meetings of the union general membership, or meetings of the union executive board that general members are permitted to attend? If these are scheduled meetings of the general union membership, then it certainly would not be appropriate for the president to be calling for a meeting of the executive board - whether in executive (closed) session or not - in the middle of a general membership meeting. In such a case, a point of order should be raised that the president has no authority to unilaterally convert the meeting into an executive board meeting. If these are executive board meetings that the membership is permitted to attend, then the president may be within his rights to ask for a closed session, excluding any nonmembers. Whether this can be done or not will most likely depend on the wording of your bylaws regarding the rights of general members to attend executive board meetings

A 2/3 vote, according to RONR, is an affirmative vote of at least two-thirds of the members present and voting. You said originally that there were 5 votes for and 2 against. That satisfies RONR's definition of a 2/3 vote. What do your bylaws say about the vote requirement? Is there a statement to the effect of 'a vote of 2/3 of the membership of the board' or something similar? As to what to do about it now: the decision announced at the meeting would stand until it is ruled null and void at a meeting of the board. If the president was improperly denied the right to vote, that would constitute a 'continuing breach' that can be raised as a point of order at any time. The board will ultimately decide - if it agrees that her right to vote was improperly denied, then the action is null and void and she remains president. If not, the action taken at the meeting stands. However, based on recent discussions on this forum, I believe that an error in declaring the results of the vote as satisfying or not satisfying a 2/3 requirement does not constitute a continuing breach, and it is therefore too late to raise a point of order about that issue (if it were, in fact, an issue).

Who had possession of the ballots between the time of the election and the time the two uncounted votes were found? And how long "after the meeting" were those two uncounted ballots discovered? The answers may very well determine whether a recount of the original election ballots can be done.

Answer to your first question - no. Answer to your second question - yes.

Your society will have to be the ultimate arbiter of what your bylaws mean, but, taking the quoted statement at face value, there doesn't appear to be any options for you to continue in your current position. Plus, if you end up with no nominees and no one is elected, that office would appear to become vacant based on the bylaws description of the term of office, i.e., there is no "until their successors are elected" language that would allow you to remain in the position until someone else is elected to fill it.

To be more precise, there is nothing that prevents the assembly from inviting non-members to attend the meeting. Non-members have no inherent right to attend meetings - their attendance is solely dependent on the decision of the membership.

"Approve minutes of previous inquorate meeting" - As I said above - to do this, approval of the minutes would have to be included in the notice of meeting. If it hasn't been included - you said above that a special meeting has already been called - then approve those minutes at the next regular meeting