Gary Novosielski

Committee reports are normally in writing, and are filed, perhaps with the minutes, but they are not usually included in the minutes. They are not part of Good of the Order, but should occur earlier in the meeting, especially since they may contain recommendations, or recommended motions. The proper placement according to RONR is: immediately after Reading and Approval of Minutes, under the heading Reports of Officers, Boards, and Standing Committees. Reports of Special (ad hoc) Committees would come immediately after that. See: RONR (12th ed.) 41:5 et seq.

It would be a good idea, in my view, to avoid using the word Executive as a noun, especially when it refers to more than one person. Since it is an adjective, it should be followed by a noun to which it refers: Executive board, executive director, executive session, executive committee, executive decision, executive secretary, or what have you. Since RONR does not use Executive as the name of a body, it makes it hard to fit this into the existing rules.

And just as important is knowing the rules to begin with, so that you can recognize a bad ruling when you see one. In this case the chair might have been confused about motions that originate in committees. Such motions do not require a second, but they are just as debatable as any other motion.

Nominations do not require a motion, a second, or a vote. When nominations are open, a member calls out I nominate Lauren Auder, and the chair replies Ms. Auder is nominated. As long as the person is eligible for election the chair must accept any nominations made. Nominations are debatable, however. So the chair should have allowed discussion on any or all of the nominees before nominations were closed. But note that the question at that time is not whether a given person should or should not be nominated. That has already been done. The debate is on the question of who should be elected.

Not only did it not reach 2/3, it did not even reach a majority,

RONR will not help you in this regard, as it grants no rights to non-members However if this Board of Education is a public body, Sunshine Laws will undoubtedly apply. Some states allow public attendance as observers only. others allow the public to make comments. In the latter case, it is almost certain that these comments would be heard during the course of a meeting, not after adjournment. A search for School Board Regulations, or School Board Ethics may turn up some useful information.

In the meeting of any assembly, any decision of the chair may be Appealed from. Minor nitpick: the Membership meeting is chaired by the president of the society, not the president of the board of directors, although this is very often the same person. An appeal must be seconded, and then may be debated under special rules. The chair may speak in debate first, and last; other members may speak only once on the issue. It only takes one appeal, not three, to put the matter to a vote. When debate is concluded including the chair speaking a second time if desired, the matter is put to a vote as "Shall the decision of the chair stand as the decision of the assembly?" It requires a majority in the negative to overrule the chair. Appeals are covered in RONR (12th ed.) §24.

I don't disagree.

But it should be noted that a Parliamentary Inquiry cannot be Appealed from, since it is not a ruling.

The motion "to lay on the table" is rarely needed and therefore seldom in order in an ordinary society. If the purpose is to put the pending question aside until the next meeting, the proper motion to use is Postpone to a Certain Time. The question should then come up automatically at the next meeting. [see RONR (12th ed.) 14:13]

That sounds open-and-shut to me. The minutes should provide clear proof. The question for the board is what discipline, if any, to impose.

There's a lot of wiggle room in that statement. I have no idea what the "authority of our system" means. Presumably there was some written declaration of emergency by <some authority> that could be consulted to confirm that the president had such powers, and which spells out in particular how far those powers extend. If the rules in RONR apply, the whole thing is prohibited. So we hope there's some rule somewhere that supersedes the rule in RONR. The president presumably can provide the authority under which he "made it so".

Such a rule violates nothing in RONR, since as @Rob Elsman noted, RONR gives non-members no rights. But there is a question on how the rule got instituted, if the Board did not create it. I don't know what a CAM is, but if the board adopted this rule properly, there's nothing wrong with it. If the CAM and the lawyer just made it up, that's another story. It would have to be adopted at a board meeting, one would assume. I understand why you would not like it, since one purpose of hearing from non-board-members is to potentially influence matters that will come up at that meeting, so hearing from them at the start would make more sense, but if it's a duly adopted rule, the only thing you can do is wait for the comment period, let them know you don't like it, and possibly remind them who votes them into office.

If the rules in RONR apply, there's nothing that says that a Special Meeting can have only a single topic. I'd say that if there is to be a meeting, the other authorized parties could add topics, rather than being forced to call a separate meeting, but a separate meeting is always possible if the parties cannot agree on what information to put in the call of the meeting. What's important is that the call of the meeting must include information "clearly and specifically describing the subject matter of the motions or items of business to be brought up...." It's not necessary that the exact content of any motions be included, as long as the description of the nature of the business is clear and specific.

Ah. Point taken. I had missed the fact that this applied to voters as well. In that case, the typical move is to do a lot of hand waving and throw around such terms as Doctrine of Necessity, and hope for the best. I do not personally recommend such shenanigans, but I've been a witness to them. I think that's the principle that PL Q.107 is based on. What other choice is there, except to declare the organization dead and walk away?

But that argument could have been made based only on the quorum article. My contention is that, given that proxies are in use, there is nothing in the authorizing language that moves the needle in either direction.

Yes, but even if you don't, it's assumed that these proposed changes are open to amendment (presumably by a majority vote) before the entire package comes up for final adoption. And that can be an equally powerful tool. It would not be proper for a board to propose a series of bylaws amendments as one big take-it-or-leave-it lump. The right to debate and amend cannot be suspended by the board at will.

I'm not saying your interpretation is unreasonable. But I don't think the second citation adds or subtracts anything. The argument could have been made as persuasively without it. I'm uncomfortable with using the undefined term "represented" when I've so often seen it followed by the words "by proxy" if that's what was meant. I think that it's a corollary to the rule that when something is included in the bylaws it must be assumed to have been done for a reason. If something is omitted in the bylaws, should we not assume that it was omitted for a reason? I may just be feeling picky today, but as I say, your interpretation is reasonable, and if argued in debate would probably carry the day. It's always tricky to rule on whether a quorum is present when there is a possibility that it's not. But then, that's the only time such a point is ever raised. All the more reason for impeccably unambiguous bylaws, at least as an unachievable Platonic goal.

I agree with my colleagues that amending the bylaws will be necessary. This illustrates the law of unintended consequences in drafting bylaws language that initially seems beneficial, yet causes major problems in practice. This is particularly true of qualifications for office, which can easily lead to an overwhelmingly favored candidate, or in your case all candidates, being ineligible. Remember that even if you deleted all the qualification language from your bylaws, voters are free to use whatever criteria they wish in deciding how to vote. Presumably if a candidate had a poor attendance record at meetings, that candidate would not be looked on favorably by the voters, regardless of what the bylaws might say.

Since this additional information does not refer to "quorum" or define "represented", it doesn't help me to interpret the quorum requirement. In any case, only the organization itself can properly interpret its own bylaws.

never mind.

Clearly that's prohibited. Nothing is permitted to interfere with voting. Passive voice notwithstanding, presumably this was actually done by a person, and it might be good to inquire of that person exactly what they were thinking--not to mention how the change could possibly have been authorized, since that amounts to modifying the motion.

This procedure departs from RONR on two points, but as you have adopted rules that conflict with RONR, your rules supersede RONR. So for information only: First, RONR strongly suggests that the President have no role in conjunction with the Nominating Committee, either in appointing its members or in influencing its operation. There's no problem if the President is just announcing that the appointment of the Nominating Committee is the pending question, as the names are being decided by the membership. But there's a problem if the president appoints the members because there are no volunteers. RONR would prefer that the president call for nominations, so that members can nominate other members, rather than allowing only volunteers. There are plenty of examples of people who would never raise their hands, but if nominated by other members would agree to serve. Second, RONR is clear that serving on the Nominating Committee should not be a bar to being nominated RONR explains the reasoning [46:12] very well:

A member who voted on the prevailing side can, using a motion to Reconsider. But the losing side must wait until the following session (meeting) to renew a motion or to move something that presents essentially the same question. See §38.

Yes, you could put that language in your bylaws, and as long as it remained in the bylaws, Article 123 (CXXIII?) would be unamendable. But I think you may already see the problem. How then do you ensure that the article that protects Article 123 is itself protected. I'm not certain that it can't be done, but I am certain that this is a tricky situation. As it concerns the distribution of assets of a tax-exempt organization, there are likely IRS regulations to be considered as well. I concur with Mr. Elsman that it would be advisable to seek advice from an attorney familiar with such matters.