Gary Novosielski

If no votes were cast, nor decisions made, then the minutes would presumably have no useful information, apart from the fact that the meeting was held. If it's desired to communicate what matters might have been discussed during the meeting but not acted upon, then the minutes are a poor method of communication. You might wish to publish a newsie-notes or from-the-desk column on what the board is doing, but minutes should only contain what was done, not what was said. And minutes that have not yet been approved should be clearly marked as - D R A F T - minutes, since they are still subject to corrections before being approved.

Yes a motion to adjourn is almost always in order, even if it's at the start of the meeting. If the motion is seconded, and if a majority agree, then they will vote to adjourn. If not, then they won't.

I suppose that's technically true, since the assembly has control of what goes in the minutes, but without a compelling reason to randomize the contents, I'd be voting against doing so. The usual case certainly is to follow the business as conducted, chronologically.

Well, so far we have been told that the president "is not one of the six voting delegates," but then that the president "normally is one of the six voting delegates." So, if the president is one of the six and the vote is 3-3, then the president has voted to create the tie. In that case the president would not get a second vote. Nor would it matter anyway, since voting to break the tie in the affirmative could have been accomplished by not voting in the first place, and voting in the negative would accomplish nothing since the question was already defeated. If the president had not voted (as would be the practice of the US Senate, say) and has the power to break ties, then the fact that the question is on the election of the president does not change this rule.

I don't know what sentence is being referred to. The important thing is that the minutes must contain the exact text of what was adopted in its final form. If not, they should be corrected to include this language before approval—or failing that, should be amended after approval.

On the contrary, Mr. Novosielski is prepared to deny under oath that he ever disagreed. 😏

Fair enough, but we still don't know whether you think it's strictly not in order, or simply a bad idea.

Once an agenda has been approved by the assembly it can only be amended by a two-thirds vote of the assembly. The chair cannot do it alone, but if the change is not expected to be controversial, the chair could seek unanimous consent to make the change. The minutes should always reflect what was actually done in the order that it was done. If the agenda is not adopted by the assembly, it is essentially just a memo for the use of the chair but is not binding, and the chair can use whatever discretion would ordinarily be available, which is far from total. If the assembly wishes to take up a question at a different time than would be set by the orders of the day, it would still take a two-thirds vote to set the orders aside.

Since the group of tellers is in the nature of a committee, the counting would continue and the Tellers's Report would be drafted and finalized. It could not be reported to the assembly until a quorum is present. Whether it would be a new meeting or not depends on what happens in the meantime. The assembly might recess until the count was complete, especially if there was reason to believe that a quorum could be reëstablished, such as if members had just stepped out for a smoke, or to go across the street for a sandwich. The meeting could also adjourn to a future time when a quorum could be obtained, or receiving the report and announcing the result could be done at a completely new meeting.

And that would be my recommendation too, in the absence of compelling reasons not to, and it think it would be improper if it were based on nothing more than a suspicion that a vacancy might someday occur, but if there is good reason to believe that the resignation is forthcoming, and especially if it has been received but not yet acted upon, with no reason to believe it will not be accepted, then I think previous notice with full disclosure that the vacancy is an anticipated one, and the results would be contingent upon actions as yet not taken, would be in order. Another good reason to wish to shorten the process might be if a candidate to fill the vacancy could be lost to another position if not snagged now.

I might agree that waiting for certainty would be a good way to proceed. But I can also envision sets of circumstances where there would be a very reasonable basis to anticipate a vacancy although no resignation has yet been received, and where a decision on who should fill that vacancy, if and when it occurs, needs to be made quickly. For example, if summer is approaching, and the society normally has trouble obtaining a quorum, or when some likely candidates to fill the vacancy might be unavailable. It's not hard to propose other scenarios. What I am saying is that the absolute certainty of the vacancy may not be possible to ascertain, but the timing of the election to fill it, contingent on a formal resignation, can nevertheless be fixed. It may not be the best recommended course of action, and if it's not, I trust the membership will not go down this path. But I assert that if there is a perceived benefit to get the replacement locked and loaded in advance, then holding an election in anticipation of the vacancy does not violate any rule I can find. Suppose the assembly wishes to appoint Jed's Landscaping to plow the parking lot in the event of a winter storm. If no snow occurs, and Jed is never called upon to serve, no harm is done. But the assembly need not wait until the snow is on the ground before even considering who should get the job.

If the six members include the current president, then having a 3-3 tie implies that the president has already voted. Nobody gets to vote twice. A 3-3 tie is a failure to elect, since no candidate achieved a majority. The remedy is to hold a second ballot (and as many subsequent ballots as necessary) until someone gets a majority.

It appears that this question is a legal one and should be directed to your attorney. Depending how your bylaws are written, the membership might be able to instruct the Treasurer to issue a corrected 1099, but that might depend on how the duties of the Treasurer are described in the bylaws. Removing the Treasurer might be an option, but not if you can't even get a second on a motion to investigate.

But it would not be an election at some indefinite time. It would be previous notice of intent to hold an election at a particular meeting to elect a person to fill an anticipated vacancy. I also note that virtually every rule in RONR is written in anticipation of some future situation, and every special rule of order is written the same way, to decide in advance what will happen in the event that some specified set of facts is met in the future. I would wager that the word if occurs in RONR on the order of thousands of times.

I'm asserting that it does not violate any rule to adopt a motion that is contingent upon a future event. What would you like me to cite?

The minutes have to reflect the exact language of what was finally approved after amendment. It is not necessary to include the details of what iterations of amendment occurred prior to adopting that final language. But it can't just include the original text as moved, and say it was adopted without amendment if that is not what occurred.

You don't "leave it as a tie," you consider it as defeated, since it did not achieve a majority. You move forward just as you would if everyone had voted No. Edited to add: Even in cases where the president does not typically vote (and a board of four people is usually not an example of that) the chair is free to vote in any situation where that one vote could change the outcome. In the case of a 2-1 vote, the chair may decide to let that vote stand, adopting the motion, or may decide to vote No, creating a tie, and defeating the motion.

I think that if the body has a good-faith belief that there will be a vacancy in an office, they can give prior notice that they intend to elect a replacement to fill that vacancy in anticipation of its occurrence. The election could be conducted subject to a proviso that the replacement would not take office until the vacancy actually existed (which would be the case even if not stated) and if a formal resignation was subsequently received that was different in some detail from the original belief, I don't foresee a difficulty in making appropriate adjustments. If the resignation was never forthcoming then the person designated as a replacement would not take office. I'm familiar with a number of situations where interviews were conducted in anticipation of a vacancy, and I don't think that choosing one applicant/nominee, contingent upon the vacancy actually occurring, violates any rule.

The question I have is, did the voters know what they were voting on—in other words, did they know what the motion would have said, if it had been moved and seconded, when they voted on it?

I agree, I was only describing the two common ways of handling officer elections, in the hope that the OP would recognize one of them as applying to the OP's organization. From the OP's responses so far, I have been unable to determine how officers become officers, which is a fact necessary to determine what happens when they are no longer officers.

Yes, and those other positions would be subject to the same analysis: do they hold those other positions by virtue of their office, or the other way around, and are these other duties performed, by rule or custom, by specific office holders, by any board member, by any general member, or some other case? If there isn't any board, the answer is then simple: nobody is allowed to attend (or vote in) board meetings, as they do not occur.

It seems to me there are two different, yet common situations. Some organizations do it one way, and some the other (I assume there are also organizations that have come up with some hybrid method, but I choose to ignore those for the present.) Situation 1: The membership votes for a President, a Vice President, a Secretary, and such other officers as the bylaws may provide, some of whom may be called Directors. They are all members of the board. In this case, the President is a member of the board by virtue of being President. If the President, for any reason, stopped being president, that would mean no longer being a member of the board. Situation 2: The membership votes for the members of the board. They elect as many Directors as necessary to fill expiring terms, so that the Board consists of the correct number of members. Afterward, at a board meeting, the board itself elects, from among its own number, a President, Vice President, Secretary, and such other officers as the bylaws may provide. In this case, the president is a member of the board by virtue of being elected to the Board. If the President for any reason, stopped being president, that would not automatically mean they were off the board. In either case, the Vice President would immediately become president, and there would be a vacancy in the office of Vice President. The difference is whether the president remained on the board or not, and the answer to that question would determine whether the President could vote at (or even attend) board meetings. How to fill the VP vacancy depends on how the bylaws handle vacancies. In the case of Situation 2, the board would elect another of its members to be VP. In the case of Situation 1, any qualified member could be elected VP, but the question of by whom they are elected will vary depending on the bylaws provisions for filling mid-term vacancies.

No motion is required. Once the minutes are read, the chair asks "Are there any corrections to the minutes?" If no corrections are offered, the chair says, "If not, the minutes stand approved as read." If there are corrections, then they are handled one by one, (with a vote if there is disagreement), and once all are either agreed to or not, the chair says, "As there are no further corrections, the minutes stand approved as corrected." There is no final vote on the minutes. The only way to object to the language in the Secretary's draft is to offer a correction. Failing to approve the minutes is not an option.

If the secretary is absent, the assembly should elect a secretary pro tempore for that meeting. RONR says that two officers—a presiding officer, and a recording officer, are the minimum required. Whether those two can be fulfilled by one person is a matter of debate, but it's probably not a good idea if it can be avoided. Both jobs require attention to detail that would be a lot to ask of one person.

If the rules in RONR apply, that business would fall to the ground at the end of that administration, and new appointments would be made by the new mayor, but it's not unusual that public bodies have rules that go beyond, or supersede the rules in RONR, so you should also check your own bylaws or equivalent rules. If you have a municipal attorney, that could be a good place to shoot a question to.