Gary Novosielski

Note without commentary: The Supreme Commander of allied military forces uses the words "earned" and "refreshed", while the guy who never was a soldier but played one in the movies uses the words "fought for" and "defended".

“Independence Day: freedom has its life in the hearts, the actions, and the spirit of men and so it must be daily earned and refreshed – else like a flower cut from its life-giving roots, it will wither and die.” – Dwight D. Eisenhower

Are you using the same software? I'm using the download from Amazon: https://www.amazon.com/Amazon-Digital-Services-LLC-Download/dp/B00UB76290

Well, a majority vote means more than half. So neither a 2/3 vote nor a 3/4 vote is a "majority". I would argue against a 3/4 vote for anything because this is not, in fact, a "supermajority". It is a superminority; i.e, a mere 25% of the voters can block an action overwhelmingly approved by the majority. I tend to look askance at most attempts to "improve upon" things that are already covered in RONR, for the simple reason that it is a result of well over 100 years of experience and expertise, out of which the bugs have largely been ironed.

Yes, Mr. Honemann was referring to the sample bylaws printed in RONR [56:58 et seq.], which only require three days notice.

Well, it's dangerous to try to draw a conclusion based on a paraphrase, but that sounds like a repetition of a rule already contained in RONR. That rule would normally apply only to rules of order, i.e., those rules that apply to the orderly conduct of business in the context of a meeting, but interpretation of bylaws is ultimately something left to the assembly itself.

Yes, 9:4 applies if you have no other method in your rules. And does not apply if you do. There is never any "impasse".

That's true, but if these "objections" are in the form of a Point of Order, then they would be included, however that's for objections to a violation of the rules, not just an objection to a particular policy position.

For a quick-reference that can be read in an evening, look for Robert's Rules of Order Newly Revised In Brief, Third edition. It has all of the rules you'll need in 80-90% of your meetings, and where more detail is needed it refers to chapter and paragraph in RONR, 12th ed., so you don't have to search through it. RONRIB is available in print or in Kindle form.,

Then how do you know you have a board at all?

We can't comment on your specific state regulations, but I have yet to run across any that prohibited recording. RONR says that the meeting room is controlled by the body that is meeting, and that a majority vote is sufficient to allow or disallow behavior that is not otherwise addressed by your own rules. RONR suggests that a recording may be useful to the secretary in the process of drafting the minutes, but it should be understood that the recording is not the minutes. In my experience it is usually the secretary who does the actual recording. For the reasons you mentioned it would probably not be a good idea to allow the recording to circulate beyond the secretary's control. You can adopt a special rule of order to that effect, and discipline those who might violate it. In the process of approval of minutes, any member may offer a correction, and if there is not general agreement, the wording would be decided by majority vote, much like the routine handling of an amendment. The main safeguard against "twisting" the minutes is to follow the rule that the minutes are are record of what was done, and not what was said. The wording of motions made should be verbatim as stated by the chair before putting the question, and the simple fact of whether they passed or failed would seem fairly immune to twisting. Debate should not be included at all, and the secretary's opinion should never be detectable in the draft.

I'm afraid "clarify that committee refers to standing" needs clarification. RONR refers to two types of committee, standing committees, which have a continuing role in handling matters of a particular type, and special committees (aka select committees) which are established to handle a particular question and cease to exist once they rise and report. In most organizations with an executive committee, the EC, in spite of its name, is not a true committee but rather a hoard-within-a-board, a subset of the executive board. If this is not the way your organization works, please explain. It would be unusual for an EC to have an abundance of members, so again it's not clear how your organization compares with what might be called "the norm". The term "co-chair" appears to imply that such co-officers are equal in their powers and duties. But that's apparently not the case in your group. For a given committee, do you not have two co-chairs? Or do you have a chair and a co-chair? If that's the case, the confusion can be cured by having a chair and a vice-chair. In general, the use of co-offices of any kind is a recipe for regret. I can't tell what executive committee chairs means. are these committee chairs with some sort of executive power, or are these executive-committee chairs, i.e., chairs of the executive committee, of which there would seem to be only one? Is this term defined elsewhere in the bylaws?

If it were revealed who was leading in the tally, I'd agree, but merely saying what the turnout was does not strike me the same way.

If the bylaws are silent on removal, then where are you deriving the authority to remove the board member? If a board member is not made aware, for any reason, of an upcoming meeting, then the meeting would not be a valid meeting. RONR has an entire chapter (Chapter XX.) on discipline but the process is more complex than simply holding a meeting. There is an investigation performed by an investigation committee, followed by a trial. The accused has certain rights under that process. And if your bylaws don't have another way to remove a board member, then Chapter XX is what you should be using.

Good catch!

Presuming that the state statute applies, and that your articles and bylaws do not provide otherwise, it appears you do have wide latitude. You are free to duplicate the provision in your bylaws, but I'd advise against it. Any computer coder knows that information stored in two places will typically disagree. But once the decision is made to hold electronic meetings, whether voluntarily or hypothetically in compliance with statute, what remains is the development of rules to make the process smoother. and 9:36 is an excellent place to start, along with the appendix entries: Sample Rules for Electronic Meetings.

Yes, a motion to censure a member is in order if RONR is your parliamentary authority. But apart from expressing the displeasure of the assembly with the actions of the member, censure carries no consequences beyond that. Censure can be a "penalty" imposed as a result of a formal discipline process, or as the result of an ordinary main motion. If you think a more severe penalty is in order, you'll need to check your bylaws to see if there are any disciplinary procedures contained there. If not, the procedures in RONR (12th ed.) would apply, contained in Chapter XX. Specifically, since these alleged offenses occur outside of a meeting, the procedures in §63 would be used. These cover the methods of conducting investigation and trial of members. If your bylaws do not list specific offenses with which a member may be charged, RONR provides that any organization may charge a member with “conduct tending to injure the good name of the organization, disturb its well-being, or hamper it in its work" or the like. It's a fairly complex process, and you may want to try a simple censure resolution first, and see whether that improves matters (or makes them worse) before starting a full-blown investigation. Check out that section of RONR and come back with any questions that come up. I'm sure there will be several.

I suspect you are using "table" in a sense not used in the U.S.

I believe they are the same, since both result in having nobody elected.

It could most easily be accomplished as a correction at the next meeting, when approval of minutes is pending.

Preferably full pirate regalia.

If the rules in RONR apply, then yes. You can use the motion to Amend Something Previously Adopted (RONR 12th ed. §35). This requires a second, is debatable and amendable, and for passage requires: a 2/3 vote if no previous notice has been given; or, a majority vote if notice of intent has been given at the previous meeting, or in the call if the current meeting; or, a vote of a majority of the entire membership (of the body that is meeting); any one of which will suffice.

What happens after the change is not particularly relevant. But I'm not sure you can just change the members of a board by a vote, unless your bylaws provide for such a thing. Is this the normal time for elections of board members, or is this some other type of change?

This is a nine year old thread on a different subject. Please ask you question by starting a new topic.

The time frame was any time before the meeting was adjourned. This is one of the few motions that can be adopted without a quorum present. If the meeting was adjourned without setting a time to which to adjourn, it's just over. Your next regular meeting will occur as usual. If it's urgent enough to call a special meeting, and your bylaws allow those, that's another option.