Gary Novosielski

That depends on the rules in your bylaws or standing rules, or possibly in the budget resolution. In many organizations there is a rule that the treasurer is authorized to issue payments that are authorized within the budget, but often the request must be issued by a committee chair or some other relevant requestor.

Huh? You already have all the justification you need in 23:6(e), since the rule protects absentees, and there were two absentees. But what meeting are you talking about? A point of order would have to be made at the board meeting, and if there was a unanimous vote to remove the director, it is likely not to be favorably ruled on, nor to win on appeal. The motion I described can be done at a membership meeting, where you say you have majority support. And what federal state or local law are you talking about? You didn't mention this before. Yes, the violation is that the call of the meeting did not specifying the business, but that's a rule in your bylaws and in RONR, not, to my knowledge, in federal law. But I'm not a lawyer, and if you need legal advice you'll need one of those.

Merely being absent doesn't violate his rights, but if he was not properly notified it would. Whether that would violate a fundamental principle of parliamentary law is not at all clear. Besides. the criteria for a continuing breach are most important when you're attempting to raise a point of order, and that's not what I'm suggesting, since a point of order would need to be done in a board meeting, and clearly nobody's going to do that. That's why I believe the alternative I highlighted in 23:9 is appropriate since it is done in a Membership meeting, as an incidental main motion requiring only a second and a majority vote. If the membership is strongly opposed to what the board did, this is simple, clean and effective. It comes the closest to describing your situation exactly. It does not get involved with the validity of their reasoning, or any details or fine points of whether the meeting was a valid emergency. It merely notes that action was null and void because the call of the special meeting did not describe the business to be conducted, which violates the rights of absentees, regardless of why they're absent.

Here's one: https://youtu.be/3wRVVGQTp_I?t=60

It would depend on the reason that the vote was out of order. The general rule is that a Point of Order must be timely, and that once the meeting moves on to other business or adjourns, it is too late to raise a point of order. But there are situations, where the action creates a "continuing breach" of the rules that a point of order can be raised at any time as long as the breach continues. A point of order cannot be raised by e-mail, or be ruled on outside of a meeting, but if this would qualify as a continuing breach, the point could be raised at the next meeting. Q: If a point of order could be raised, what would be the alleged grounds for declaring the motion out of order?

Yes. you can make this motion at a general membership meeting, but to be clear, what I am suggesting isn't a vote to reinstate the director, but rather a vote to declare that the director was never properly removed at all. This may seem to be an excessively fine distinction but it is not. A vote to reinstate a director who was removed might not be in order. A vote to declare the attempted action of the Board to be null and void would be a valid motion. Which reads: 23:9 Remedy When Action Taken by an Executive Board Is Null and Void. If the executive board of a society takes action that exceeds the board’s instructions or authority, that conflicts with a decision made by the assembly of the society, or that falls under any of the categories listed in 23:6, a point of order can be raised at a board meeting at any time during the continuance of the breach. If the point of order is sustained, the action must be declared null and void. Alternatively, the society’s assembly can adopt an incidental main motion by majority vote declaring that the board’s action is null and void; or, if it is affecting business at a meeting of the assembly, the board’s action can be declared null and void by a ruling of the chair relating to the affected business or on a relevant point of order raised by a member. It is also possible for the assembly to bring disciplinary measures against the board members who voted for the improper action. If the assembly finds itself in sympathy with the board’s action and the action is one that that assembly could have authorized in advance, the assembly can instead ratify the action as explained in 10:54–57. (emphasis added) Since it is unlikely that a point of order will be raised at a future board meeting, and a point of order at the membership meeting might be ruled not well taken, as the action does not affect the business of the Membership meeting, the proper course of action is the incidental main motion to declare the board's action null and void. There would be no valid reason to declare such a motion out of order. Be prepared to have your motion seconded, and also be prepared to Appeal (§24) if the chair should erroneously declare the motion out of order.

The rule that the call of a special meeting must describe the business to be considered is a rule that protects absentees, and as such may not be suspended even by a unanimous vote, and if violated creates a continuing breach, so that a Point of Order may be raised at any time. If there were no absentees, then it might be argued that there were no absentees to protect. But as there were two absentees, this argument cannot be made. I continue to believe that the simplest method of reversing this invalid action is to adopt a motion at a Membership meeting that the attempted act of the Board to remove this director was null and void, as it violated a procedural rule that is not suspendible.

Presumably the "executive session" was a special meeting held in executive session. Special meetings cannot take up any business that was not described in the call of the meeting, so nothing done at that meeting has any force or effect. It is entirely likely that the director has not been removed. Were any of the directors absent from that board meeting? Did the director who was allegedly removed attend? It seems to me that rather than moving to "reïnstate" the director, the Membership can, by a majority vote at their next meeting, adopt a motion declaring the action of the board to be null and void. If adopted, it would mean that there was never a time when that seat was vacant. See RONR 12th ed. §23:9

Indeed. Therefore, the fact that Postpone Indefinitely is not in order will present little hardship.

RONR would agree with the Board. The minutes are a record of what was actually done or decided at a meeting. Presentations would not normally be included. The Board itself ultimately decides what goes in their minutes. However I'm surprised that the board would not want to file a copy of the presentation, as it would typically do with a committee report, or with received correspondence.

The bylaws require that officers be chosen. A motion that has the effect of killing the election conflicts with the bylaws, and is not in order. The bylaws do not (presumably) require the assembly to provide desks to officers.

Cumulative voting is not permitted if the rules in RONR apply.

Unless your board has infinitely long terms, the despotism charge seems a bit overblown. Boards who ignore the voice of the members have a way of getting voted out of office. Don't blame RONR for the apathy of your membership.

Even if the agenda was not posted I don't see how the start time could be changed. I suppose if the time had been set by the membership at a meeting, then it could be changed by the membership at a meeting, but you will quickly see the problem.

RONR 12th ed. §35 covers the motions to Rescind and to Amend Something Previously Adopted.

I'm not sure what the problem is. The board was supposed to appoint the chair and membership of this committee. It appointed the chair. So now it should appoint the members. Was there some rule somewhere that said it all had to be done in a single motion? I don't know of any. I am wondering why you have to "ask" for motions, rather than making them yourself. Is your board larger than about a dozen members? If not, then Small Board Rules would apply, and you as (presumably) the presiding officer would participate fully just as any other member, including making motions, participating in debate, and voting.

My concern is that, based on the title, the questions may rest on the false assumption that a board "governs" the membership, when in reality the board is subordinate to the membership.

And as a former school board member (not in Texas) don't be surprised if the voting thresholds vary depending on the particular nature of the question being considered. There's often not one rule for all votes.

I'm not at all clear what is meant by a "governing body" in the context of these questions, and I'm pretty sure it could affect the answers to them. If the rules in RONR apply, the "governing body" is the society itself. And the society itself comprises its members. There is no "governing body" superior to the general membership, unless you're actually talking about the civil government. And even then I'm not sure the phrase "governing body" accurately reflects the relationship. So who or what is this "governing body" you're referring to in your scenario?

If the board specifies a period during which remarks from general members are heard, then in my view, once that period has ended the right of those persons to be heard has ended. I suppose it could be argued that the mere raising of one's hand is not disruptive, but it might be considered annoying, and in any case the person should not expect to be acknowledged. I don't believe the question was intended to encompass emergent events threatening life or property.

I agree with Messrs. Brown and Martin. There is nothing in the original post that suggests to me that the motion to Amend Something Previously Adopted would be appropriate. Assuming that the motion that was adopted was a renewal of the contract upon its expiration, under the same terms, It would be an ordinary main motion, and would required only a majority vote to pass. RONR requires no elevated threshold for passage just because one or more members believes it to be more important than some other motion. There are no categories such as "material action" or "matter of import" in the rules contained in RONR. If these categories appear in the bylaws of this society, then the failure to enforce them is not a continuing breach, as explained in OI 2006-18, so Mr. Honemann's citation is apt. There is no way under the rules in RONR to "force" a motion to require a 2/3 vote. Any motion to raise the threshold would itself require a 2/3 vote.

This sentence is confusing. If the rules in RONR apply, and Annual Meeting is a membership meeting, not a board meeting. And if you filled the position properly, what purpose would this "official" vote serve? It looks like you're following other rules, which we would need to know about.

To clarify, 23:7 refers to members who were excluded from voting or attending the meeting. I would suggest that a member who fails to receive proper notice, but who nevertheless attends the meeting has not been excluded.

No, because §9:5 explicitly applies in cases where no different standard is specified. If a particular method of delivery were specified in the bylaws, then that would supersede 9:5.

Presuming that the VP was initially elected to her first term, then when that term ends, she is eligible to be elected to a second term, but there is nothing in what you quoted that suggests she would be automatically eligible for a second term without standing for election, and possibly losing to someone else.