Bruce Lages

Please, for the sake of clarity, consider amending your bylaws to remove the references to "board" in the sections you cited describing the creation of committees. The last thing you want to do, when you already have a Board of Directors, is to create another entity called a board - it will be certain to cause undue confusion. It seems to me that those sections are really describing the formation of committees alone.

If the bylaws really don't say anything about who can attend board meetings, then the default position spelled out in RONR is that only board members have a right to attend and the board itself, by either unanimous consent or majority vote, can invite any non-member to attend. Non-members of the board invited to attend a board meeting do not automatically get the privilege to speak; they can be granted that right, again by unanimous consent or majority vote, unless this involves speaking in debate on a motion, which would require a 2/3 vote. If a non-member becomes disruptive during the meeting, the board chair, acting on his own, can order the non-member to leave.

Just record that the motion was approved.

Thnings might be a little clearer if Guest Gary would tell us the 'why' for trying to remove this life member (assuming this is not a hypothetical question). I certainly agree that revoking life member status is probably not valid if the requirements for this membership class have been met, but if this is a question about removal from membership for disciplinary reasons, I don't see why life membership would necessarily provide immunity from such action.

Meetings of most organizations do not need an agenda. RONR provides a standard order of business (RONR, 11th ed. p. 353, ll. 5-15) that will suffice for the meetings of almost every organization.

Mr Schaedler, pay particular attention to Mr Mervosh's last sentence. I should have included those other voting thresholds in my response. In particular, for a small board a majority of the entire membership may be easier to obtain than 2/3 of those present.

Yes, at least according to RONR. If the amendment is made while the agenda is pending, it requires a majority vote. Once the agenda is adopted, any amendment will require a 2/3 vote.

In this case, it would be making nominations. In other situations, it would be proposing amounts, places, etc.

I should have been more precise in my wording. When I referred to filling the blank, I meant to refer to accepting all the suggestions for filling the blank, i.e., the nominations in this case. Taken in that context, I think (I hope) my reasoning holds up.

There is a question pending until the election is complete. RONR states that "A nomination is, in effect, a proposal to fill the blank in an assumed motion "that ______ be elected to the specified position." (p. 430, ll.4-6), so that motion remains pending after the blank is filled with all the nominations. Presumably that motion is debatable by itself, separate from the nominations, in the same way that a main motion is debatable separately from amendments to it (filling a blank is noted as closely related to the process of amendment (p.162, ll.23-25). I agree, though, that the only issue that appears to be debatable is the relative qualifications of the nominees. I wonder. though, if re-opening nominations is not possible, what kind of motion would one use to re-open debate? Would it be a form of limit or extend the limits of debate?

Well, OK. Then if the secretary declines to cast that vote which isn't really a vote, there can be no repercussions against the secretary?

Doesn't this imply that the assembly is thus denying the secretary his individual rights as a member to abstain and to vote for any eligible candidate? I agree with Tim that such actions would be out of order even if a ballot vote is not required.

Just once I'd like to hear of a secretary who respectfully refuses to cast that ballot.

Maybe, maybe not. Who granted the charter?

I can't help but wonder if anything substantive is going to come from continuing this discussion beyond its current state.

You haven't told us if the bylaws say anything about when executive board meetings are to be held or how such meetings are called. That information (or just whether that information exists or not) is important to providing an answer.

Thanks, John and Tim. I'm guessing that, even with its status as a question of privilege, the motion to censure in the situation described by the original poster, and probably in most other situations as well, would not be considered to be of sufficient urgency to have to interrupt pending business, as J.J. noted in post # 10.

Is there an RONR reference for this? On p. 125, l.15-16 it says that "a motion to ratify can be amended by substituting a motion of censure...", which appears to refer back to p. 124, ll. 24-25, stating that " the motion to ratify (...) is an incidental main motion...".

You're very welcome, and please come back to tell us how this all turns out.

Look at Chapter XVI, Boards and Committees, in RONR, 11th ed. p 481, and pay particular attention to what is said on p. 482, l. 25 to p. 483, l.16 for the limitations on a board's power relative to the general membership. If the board tries to override a decision of the membership, be prepared to raise a point of order (p. 247 ff) and to appeal the chair's ruling if your point is ruled not well taken. It might be very helpful to have the book with you to quote from. Note that this will have to be done at a membership meeting, not a board meeting, unless you are a member of the board.

In almost all cases, no, the board can not overide a decision of the membership. The only exceptions to this I can think of would be if the bylaws grant the board the authority to do so, or if the membership was not authorized to make the decision in the first place because the issue decided was placed in the exclusive authority of the board by the bylaws.

Actually, neither of your member's scenarios is correct. First, there is no need to recess in order to go into or out of executive seesion. Second, going into executive session is a question of privilege of the assembly - in your case, your board -. (see RONR, 11th ed. p.227), so the president alone does not make the decision. As Rev Ed suggests, you can either have someone move to go into executive session, which requires a majority vote, or, probably preferably, the president can ask for unanimous consent by saying "if there is no objection, we will move into executive session at this time".