Gary Novosielski

Why would these rules apply to private societies?

If that's the entire substance, there's nothing in that language to support any appeals.

Maybe. In some states the regulations applying to HOAs specify that the rules in RONR will apply to all HOAs. I'm sure they'd want you to have some rule book in place.

Probably not. Although you described it as a meeting after a meeting, if the rules in RONR are being observed, then toward the end of the board meeting, the board votes to go into executive session, which is a portion of the meeting at which confidential matters are considered, and with respect to which, all members are bound to secrecy. But it is a part of the same meeting. Minutes are taken during executive session, but they are not made public except as the board may direct. Even the approval of these minutes should be done in executive session. Upon completion of executive session, the board may then adjourn its meeting.

Which is why we're here. Good luck—let us know how it went.

Mmmmno. There's nothing implying that the quorum suddenly changed. Quorum rarely changes, since it is set by a rule, but it may be achieved or lost. Still, that's not what is meant here. The motion is used when a quorum is present, but for some reason the makeup of the attendees is heavily weighted in favor of a particular faction that, while they may be a majority of those present, are not representative of the assembly as a whole. For example, some group of members who want to paint the clubhouse magenta with orange stripes. Most of the membership would hate that, but due to some unexpected traffic on the Interstate, most of the sane members couldn't make it, but the magentanistas somehow showed up in force, and they do constitute a quorum, so business can be conducted. Seeing an opportunity, one of their number, under New Business, rises and moves that the clubhouse be painted magenta with orange stripes. The motion is apparently on its way to receiving a majority vote. But someone from the sane faction, realizing what is about to happen, pulls out his copy of RONR and flips to the rarely used 37:46. He realizes that in order to move to Reconsider and Enter on the Minutes, he must have voted on the prevailing side of the motion to paint the clubhouse, so even though he opposes it, he votes Yes. The motion passes, and one of the purple gang offers to go buy the paint the next day. But then our hero gains recognition, and says "I move to Reconsider and Enter on the Minutes the vote on the motion to paint the clubhouse." Someone seconds the motion. <whew> This prevents any action (such as buying paint, or starting to paint) from taking place until the assembly has had the opportunity to Reconsider the motion to paint, re-debate it, and re-vote on it, which cannot take place on the same day. So, for the time being, the painting is delayed, and with any luck at the next meeting there will be enough normal people present to call up the motion to Reconsider and vote down the motion to paint the clubhouse magenta. ,

Well, if your constitution does not say he can do it, then he probably can't. RONR has no provision for vetoes at all, so if your bylaws were totally silent on vetoes, they would not be in the president's power. Any additional powers of the president beyond presiding have to be in your rules. By the normal dictionary definition of veto it is the power to prevent enactment of legislation passed by a legislature. So if the assembly in this case has not passed something I don't see where there exists anything to veto. But I'm not a member of your society, so my free advice is worth every penny.

Presuming your nomination process is such that these names are known, there's no reason to keep it a secret.

I'm not familiar with 58:68. In any case, debate on what a bylaw means doesn't simply occur. It happens during an Appeal, when a ruling by the chair strikes some of the members as inconsistent with their understanding of the meaning of the bylaws.

Something other than a "regular meeting"; it is a synonym for "special meeting".

How, or by whom, would that be "determined" in this scenario?

The board has the power to amend the bylaws, which may have the effect of prohibiting them from doing so. 🤪

It sure doesn't sound like it. But it's hard to tell from a paraphrase.

If your paraphrase of that bylaws provision is exactly right, then it sounds like it must go to a member vote. The members are, of course, free to vote No. Or, while it is being considered, they can presumably move to amend any errors noted. Well, they appear to say something about petitions, which RONR doesn't, much. RONR mentions petitions in the context of a method of nomination, but there's nothing there about withdrawing them either.

Well, the proper motion would be to "Suspend the rules and agree to the revision," which is only one motion, and if adopted by a two-thirds vote is then a done deal, and the bylaws are revised at that moment, unless you included a proviso "...to take effect at <when>". If that motion fails, then the regular method of considering a revision, as described by @Josh Martin pertains, i.e., amendments to the proposed revision are in order, and when perfected, adoption (or rejection) occurs by whatever vote your current bylaws require (probably two-thirds).

Awaiting the return of Guest Nancy C... I'm also not sure what "suspend a meeting" means. Is it the same as a Recess [12th RONR §20]? I know that many people will recommend that when a meeting gets out of hand, the remedy is to recess or Adjourn to a Future Time. However the latter, as a qualified motion to Adjourn, is not privileged and cannot interrupt pending business. It probably won't be in order when debate on some other question becomes hostile. The privileged motion to Recess does take precedence over a pending main motion, but cannot interrupt a speaker and requires a second. Still, at least it's a possibility The problem is that when a meeting gets so out of control that it requires a recess, it has already passed several boundaries that should never have been crossed in the first place. It's usually the result of an inexperienced or ineffective presiding officer not nipping decorum breaches in the bud, shying away from the formalities that are designed to make inflammatory statements harder to deliver, and failing to call members to order when the rules of debate are flouted. If a contentious topic is pending, the chair should be intervening the first time the word "You" is uttered, if you see what I mean. It's much easier to insist on keeping decorum than it is to try to rein it is once it's escaped. When bad behavior occurs, it is, in my view, more fruitful to stop and deal appropriately with that behavior, and then return to business, rather than having a recess that avoids but does not address the problem.

The safety valve is the membership showing up and electing a board. How long will that take? 1 month? 6 months? 1 year?

No. That depends on what your bylaws say. If the terms of board members are for n years "or until their successors are elected", or similar language, then they do remain in office while repeated attempts at holding a proper election are being carried out. If the bylaws just set a fixed term, then when that term is up, they are no longer in office.

All you need for the bank is a certified copy of the resolution naming the signatories, not the entire minutes. Create a verbatim copy of the resolution, and include the following language below it: This is to certify that the above is a true and correct copy of a resolution adopted on <date> at a <regular/properly called> meeting of the <society name> at which a quorum was present. __________________________ _________________________ And have it signed by two officers; the president and treasurer would be an appropriate pair.

I think the language "under no circumstances" is pretty unambiguous. [45:40]

Yes, you have it about right.

Yes, clarifying that after the chairman pro tem is elected, the member who called the meeting to order relinquishes the chair immediately.

If your rules don't prevent it, RONR has no problem with it.

I know it says until the election, but terms in this organization do not end at the time of election. I'd bet that it actually lasts for the remainder of the unexpired term. I'm assuming that at the next election, the appointed replacement's seat would be up for election, but like all the other elected offices, the changing of the guard will not take place until the end of the annual meeting. Thus the term of the appointee (who will begin office now) will never overlap with the term of the newly elected board. I could be wrong, but that's the result of my best gleaning effort.

I agree with Mr. Martin. The motion to allow electronic meetings, presumably via amending the bylaws was: not moved at a properly called but inquorate meeting, not moved at a special meeting not an “action taken by officers, committees, delegates, or subordinate bodies.... The third point, covered in RONR 10:54, does mention ratification of decisions made at unauthorized electronic meetings, however only with respect to actions taken as a result of those decisions. An assembly cannot ratify any action that it would not have the right to approve of in advance. And under no conditions can an assembly authorize subordinate bodies or officers to amend its bylaws. It must do so itself. In my view, the motion to Ratify will not be in order.