Bruce Lages

If the main motion is no longer on the table, and there was no previous motion to postpone indefinitely, why is it necessary to "suspend the rules and postpone indefinitely" rather than just moving to postpone indefinitely directly?

Did you mean to say "where the entire board can not make the meeting..."? Regardless, if this is a meeting of the membership, the board is only present as individual members of the general membership. The board doesn't conduct business at a meeting of the general membership - the membership itself is in charge of their meeting. As long as there are sufficient numbers of members present to satisfy the quorum requirement, the meeting can validly conduct any business within the control of the general membership. The president on his own can not reschedule a meeting unless your rules grant him that authority.

If a motion is made and not seconded, there should be nothing to postpone (and discussion can not be postponed, only motions). Without a second, the motion should die, and can just be made again at the next meeting. The exception to this in your case could be that discussion was allowed to begin without a second ever being offered. In that case the absence of a second is immaterial, and the motion is before the assembly and can be postponed to the next meeting.

It seems to me that this organization's bylaws contain a rather unique term of office statement that includes both the "and until..." and the "or until..." qualifiers. This group is probably going to have to decide for itself if one takes precedence or whether either one can be invoked as needed for the situation.

Guest Sarcazm - for future reference you'll likely get more responses to your question if you post it as a new topic, rather than tacking it onto a 6 year old thread.

The answer to your other two questions is also 'yes': It is correct that once an office has been vacated, the former office-holder can only regain that office by election, or possibly by appointment to fill a subsequent vacancy in that office if that is how your rules address the filling of vacancies. It is also correct that when an election is held to fill a vacancy in office, the office is filled for the duration of the original office-holders term. In the case you cited, the vacancy should be filled for the 4 years remaining from the original term.

I'm a little concerned about your wording of 'our practice ..." What does your constitution say about the method for their amendment? If your 'practice' deviates in any way from the procedures specified in your constitution, then that practice is subject to a point of order that the rules in the constitution are not being followed. Also, who are the members who attend the AGM and have voting rights?

So I guess the critical question here is whether the rules governing your town council allow for a second meeting to be called - with proper notice - for later the same night as the first meeting, since the second meeting does not seem to be a continuation of the first.

No, but an amendment which changes the meaning of the first motion can be offered ( e.g., "I move to commend..." can be amended to state "I move to censure...").

To me, a resolution submitted to the committee but not yet under consideration is analogous to a motion stated by the maker but not yet stated by the chair. In this case, the maker of the motion is free to withdraw the motion (RONR, p. 40, ll.8-9), so the maker of the resolution should be free to withdraw it. That could be accomplished by being present at the committee meeting - if possible - and ask that the resolution be withdrawn, or by otherwise communicating with the committee the desire to withdraw the resolution. Even if the committee starts consideration of this resolution, the maker still has the right to request its withdrawal. It is then up to the committee to grant the request or not (p. 40, ll.10-13).

Mr. Honemann's point that it would be just as easy to start over again is a large part of what I was thinking in my answer. While it is true that only a majority is necessary to approve the motion to ratify, it is also true that ratify opens up the entire question to debate (p. 126, ll 19-20) and, I presume, amendment as well. If there is no strong opposition to the actions taken, then certainly ratify can settle the issue quickly and efficiently. However, if there are major concerns about the actions taken, it seems to me that starting over would be just as efficient, if not more so.

Yes, according to RONR, only business that is listed in the call for the special meeting can be considered at that meeting. Any business not mentioned in the call is not in order, and would be considered null and void upon a point of order being raised. I assume your last sentence refers to items voted on at a special meeting that were not listed in the call. I suppose the assembly could move to ratify those items if everyone is in agreement with them. However, the proper method for dealing with such matters would be to raise a point of order that all such matters were adopted improperly.That point of order should be ruled well taken and the items declared null and void. There is no need to move to re-vote on these items. Once ruled null and void, they can be introduced again at any regular meeting - for which no notice is required - or introduced again at another special meeting, with proper notice.

I think this is a perfect example where a correction can be made by unanimous consent, and probably should be made by amendment at a meeting if the name was mis-spelled in an officer's written report. But note that written reports are not typically included in the minutes, only kept on file by the secretary, or as an attachment to the minutes.

I wonder if Tina Marie meant to say "but we were able to retain articles of incorporation."

He certainly should if he feels the need to enter into debate on the motion. But the president's job as chair is to stay impartial by not engaging in debate, and only voting under certain circumstances. If he is doing this job properly, I wouldn't see a need to relinquish the chair just because a relative made a motion.

The quarterly time interval restriction in RONR would not allow a motion introduced in the first week of May to be postponed to a meeting in mid-September because that interval is greater than RONR's definition of a QTI. However, as Mr, Martin noted above, if your rules say the motion is postponed to the next regular meeting, then that rule supercedes the QTI rule in RONR and the motion should be brought up at the September meeting.

If your bylaws state specifically that the vice presidents shall be designated by numbers 1-3, you can't just decide to stop using the numbering for their positions unless you amend the bylaws to remove the numbering. While the resolution of your issue is clearly a matter of bylaws interpretation for your organization to sort out, my view would be that the inclusion of the numbers for the VP positions is intended to identify them as different offices - I would agree with your president.

Why are you all letting your president dictate how the board will operate and conduct its meetings? Unless your bylaws (or applicable law, which is doubtful) give him that power, the board itself decides how it will conduct its meetings. If a majority of the board members want the secretary to distribute relevant information prior to a meeting, then they can order the secretary to do that. If a majority want to postpone an item, or refer it to a committee for more information, that is your right. The president does not have veto power over the will of the board, unless your own rules have granted that. Check your bylaws for any rules governing how your board can operate and, acting within any such rules, decide for yourselves how you want to carry out business.

For a resignation to become effective, it must be accepted by the body empowered to fill the resulting vacancy. If your board is the proper body to fill this vacancy, then once the resignation was accepted (and, for good measure, then posted), it was no longer possible to reverse this action since it has been carried out completely. If the director who resigned wishes his position back, the board could either re-appoint him - if that is how your board vacancies are filled - or he could be nominated for the position if an election is required. Note, though, that if it is not the board which fills vacancies, then its acceptance of the resignation may be invalid. This would depend on how the board's powers are stated in your bylaws.

As stated on p. 247 in the first sentence of the section on Point of Order: "When a member thinks the rules of the assembly are being violated, he can make a point of order..., thereby calling on the chair for a ruling and an enforcement of the regular rules." Offering an amendment that is not germane to the main motion violates the rules regarding the motion to amend: "The following types of amendments are out of order: 1) One that is not germane to the question to be amended." (RONR, 1th ed. p.138, ll.9-12)

Above this quote on p. 581 is the statement that "If the bylaws provide no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined on p. 121) has been given...(my emphasis). Does the above quote, stating that "the appointing action is all the notice required", override the stipulation on p, 121ff that for previous notice "only the purport need be indicated, but such a statement of purport must be accurate and complete"? It would seem that an action to appoint a committee to revise the bylaws would not include an accurate and complete description of whatever amendments are forthcoming. Or in this case should the words 'revise the bylaws' be interpreted literally to mean a revision?

There are specific procedures in RONR for withdrawing a motion, I don't see any reason why the motions you mention could not be withdrawn, as long as the applicable procedures are followed.

Motions should be stated in the minutes exactly as stated by the chair immediately before calling for the vote.

Even if you use the standard order of business (which most organizations should find more than adequate), it is helpful to prepare a list of items that are expected to come up during the meeting - e.g., which of the various committees will be reporting, items that were carried over from the last meeting that will come up under unfinished business, motions for which previous notice has been given that should come up under new business - and consider this as an agenda, albeit an informal one. RONR suggests that the presiding officer, with the help of the secretary, should prepare such an agenda (p.353, l.27 - p. 354, l.3)

But remember that this is a guest speaker situation, not a business meeting. There is no motion pending, nor will there be. In all the professional society meetings I've attended, speakers have a set time for their presentation, followed by a shorter, set time for questions from the audience. These sessions have moderators who keep the question and answer period moving along, making sure that different questioners are recognized. Perhaps an established time limit for discussion after the presentation, with a chair who sees to it that no one person gets to monopolize the discussion, will improve your situation. And if you really want to gain more insight from your speaker than time (or a discussion 'hog') allows, the time-honored approach of "Let's continue this discussion afterwards" (or "separately") usually works very well.