Gary Novosielski

If it is important to note the identities of the president and secretary in the first paragraph, the it stands to reason that future archeologists unearthing the minutes could assume that these persons held those roles for the entire meeting unless otherwise noted. Assuming that rule in RONR is there for a reason, failing to note changes when they occur would seem to render the rule absurd.

If the rules in RONR apply, there is no requirement to list the names of any attendees, whether members or guests, in the minutes. The only necessary notations are who was presiding and who was recording.

RONR has no mention of "emergency" meetings, but since they are clearly not Regular meetings, we can assume that the rules for Special meetings would apply. The rules for special meetings must be in your bylaws, or such meetings don't exist. If the May 20th meeting was called without any description of the business to be considered at that meeting, then there was no business that would be in order to bring before the meeting. Any motions apparently adopted would be null and void, and any actions taken based on those improper decisions would be unauthorized, unless subsequently ratified by the assembly. The bylaws, in the section authorizing special meetings, should state the number of days notice required.

That was how I read it as well, and I recommend to you Mr. Honemann's and Mr. Brown's suggested reading.

It appears that the motion was adopted by a vote of 3-0. The three abstentions would not affect the outcome.

A recommendation from a subcommittee does not imply that the parent committee may only vote up-or-down. The recommendation may be accepted, amended, or ignored entirely, so the committee has all the authority it always had.

RONR's characteristics of a deliberative assembly in §1:1 include this: • The group meets in a single room or area or under equivalent conditions of opportunity for simultaneous aural communication among all participants. [emphasis added]

True enough. That's why debating and perfecting a preamble ensures that the reasons are those that the assembly intends. To keep approval of minutes from taking over the meeting, it's best to stick to the facts. But even that is no guarantee that opinions won't emerge.

Appointment means a person is named to a task, position, or office. The most frequent use of the term concerns appointment to committees. Your bylaws may provide, for example, that the president appoints all committees. This means that when a committee is established, the president names its members. Appointment often, but not always, implies that one person has this authority. But it is also common for bylaws to provide that the board fills vacancies in office. But the board is not a single person, so it would vote to decide who would be appointed. This means the appointment is made by an election. It is seldom worth the trouble to try to distinguish between appointment and election, as they are often used interchangeably. And if someone properly holds an office, it does not thereafter matter whether this was by an appointment or election. Your bylaws would determine what body or person has the power to appoint or elect people to different roles at different times.

Agreeing with the responses above, at an Annual Meeting, the body meeting is the membership, not the board. In my view there is little or no justification for the practice of seating the board together, especially at the head of the room, as it implies that the board is in charge of the meeting, when in reality the board is subordinate to the membership. Board members are present only as general members. Since the board is not in session at the time, their role as board members is immaterial.

No. Presuming the board, as it apparently does, has the right to set the date and time of a regular meeting, the chairman has no more authority than any other member, as you correctly pointed out. As with most questions, a motion, debate, and vote is the usual procedure for settling "mixed opinions."

No. A tie vote does not need breaking. Majority approval means more than half the votes were in favor. So a tie vote, being less than a majority, simply defeats the motion--just surely as if the No vote was overwhelming.

If the rules in RONR apply, abstentions are not votes, and should not be counted at all. The vote in your example is simply 10-4. Anyone who did not vote either Yes or No has abstained from voting. It does not matter if they said they abstained or simply sat silently and did not participate in the vote--they are abstentions either way. Those who left could be considered to have abstained with their feet. But unless your bylaws require it, there is no good reason to count abstentions or record their number.

The rules in RONR provide that discussion should not be included in the minutes, as you know. The reason for this rule may be that the authors have discovered that once the matter has been decided by a vote, the reasons for a given vote often turn out to be of less importance than they might seem at the time. What's usually important is the text of the motion that was passed, not why. I say this might be the reason for the rule because in a parallel way, the reasons for the rules in RONR are of less importance than what the rules are. But of course there are cases where the reasons for a decision truly are important enough to be preserved. For example in the case of commending someone on the occasion of their retirement, it is often desirable to mention some of the ways in which the retiree benefitted the organization, exhibited excellence of character, was kind to small animals, and such. It is for cases like this that the alternate form of motion, viz. the Resolution was made. A resolution can contain a preamble comprising one or more Whereas clauses, each containing one of the reasons for the resolution, followed by a Resolved clause which is the active portion of the resolution--What the motion would say if "I move that..." were replaced with "Resolved, that..." Resolutions are discussed in §10:13-22 in the 12th edition.

Forgive me, but it is not always the case that what people report as typical is precisely what the bylaws provide. Do you have a rule in the bylaws regarding how vacancies are filled?

RONR provides that all questions about the validity of ballots and whether or how to count them are matters for the assembly to decide. Is there a meeting of the assembly any time soon?

Yes, I'd be surprised if there weren't rules that require advertising for the position, soliciting applications, or other requirements.

There is no chain of succession beyond the vice president. If a meeting is held, then the secretary (or anyone) will call the meeting to order and conduct a fast election for a chair pro-tem to preside for that meeting only. But that does not solve the problem of any non-presiding duties of the president. If the bylaws contain provisions for filling vacancies, follow those, otherwise hold a special election to fill the vacant offices. Previous notice is required.

The title of this thread (No Special Orders Allowed) seems to be misleading. In the cited text, there is no rule against special orders, it simply requires a different vote threshold if they are included.

It should be understood to mean a majority of the actual members of the board.

Emergencies notwithstanding, nothing short of a provision in the bylaws can authorize electronic meetings. An SOP is not sufficient. And the bylaws probably contain a procedure for their own amendment, which is the only way the bylaws may be changed. If there is no such procedure, RONR does contain a default.

When the minutes are up for approval, a correction like this can be pointed out, and probably agreed to by unanimous consent. If the error is not noticed until after the minutes have been approved, then a motion to Amend Something Previously Adopted (§35) is the thing to use.

One person elected to more than one office at the same time must choose one of the offices, and a new election is held for those not chosen. But this rule does not apply if each office is elected in separate ballots, so that the voters know the results for one office before voting on the next. If the new election is required, the person originally elected can then be elected to an additional office, if the bylaws don't have a rule against holding multiple offices. Some combinations are common, such as secretary/treasurer, while others make little sense, such as one person being both president and vice president, or president and secretary. Still, RONR does not explicitly prohibit those, apparently presuming that members will have enough sense not to elect people in nonsensical arrangements. One is free to hope.

If the position is not filled then the election is not completed, and continues until it is. There's no loophole, sorry.

Yeah, I've seen sixty or more. 🍊