Gary Novosielski

I would strongly recommend following the advice in RONR, which has been perfected over more than century of use in countless organizations. In support of this, I would point out that in your example, you establish dues and fees while apparently forgetting to define any members, upon whom these dues and fees would presumably be imposed. And you apparently define the duties of officers before defining the officers, their terms of office, and their method of election. Although I'm sure that real bylaws would be more thoughtfully designed than this quick f'rinstance, sticking to the proven structure, while making any changes that suit your organization, will ensure that no important pieces are overlooked. Any member here will tell you that hastily drafted bylaws are sure to arise and bite you at the most inconvenient moment.

No, it is never "okay" to violate the bylaws. Whenever rules are not being followed it is up to the members to pay attention and, in a timely manner, raise a Point of Order. In most cases, if this is not done in a timely manner, the decision, even if made in error, stands. Objections by e-mail are not a substitute for a proper point of order raised at the time.. This is to protect the organization from the uncertainty that someone might question any decision at any future date Exceptions do exist in cases that create a "continuing" breach of the rules. But I don't find any compelling evidence that this would be one of those cases. Previous notice usually protects the rights of absentees who, if they knew of the business to be transacted, might have attended, debated and voted. But in this instance the notice requirement was not for the board, but for the secretary alone. And the secretary apparently was not an absentee, so no one's rights were violated. I question whether this requirement actually protects anyone's rights in the first place. Similarly I don't see the point of requiring a report of the vote tally, and what is even stranger, this rule has the unintended side-effect of giving a presumably subordinate committee the power to prevent the board from considering a motion that it would otherwise be empowered to adopt. All the committee needs to do is report a similar motion without having notified the secretary in advance. This is a de facto veto power over the parent body. But I concur with the other opinions that this does not constitute a continuing breach and, absent any timely point of order, the action stands.

No, it really isn't a different procedure at all. Nothing changes regarding the process of amending the bylaws. It's just a warning against doing it in two parts, and instead doing it as one motion, of the form: to strike out the words <describing the old quorum> and inserting in place thereof <the new requirement>. So that there is never a moment when the default quorum (a majority of the entire membership) could spring into effect.

In fact, if the rules in RONR apply no non-board-members can just show up at all, with or without notice. If your bylaws or other rules allow general members to attend board meetings, and if they are permitted to speak, the rules on this are up to the board to decide. RONR allows the board to invite or allow spectators, and allow them to speak on a case by case basis, by majority vote, but if that's the rule or custom in your organization, it would be best to adopt uniform rules. RONR does not allow non-members to speak in debate except by suspending the rules (requiring a 2/3 vote) and prohibits allowing non-members to vote under any circumstances.

I think we know that the MMO would not be a board member. But if the bylaws are going to be restructured to divide the work between the current position and the new MMO position, that will have to be defined somewhere in there.

Let us hope history judges you more gently than him.

Absolutely. In the first place this is not just a change in title, it is a restructuring of responsibilities, which is a significant change. But in any case, it would required a vote of the membership to change a single comma in the bylaws.

You ain't just whistling: "Dixi." Est quod est.

A motion to adjourn was not required. The chair should simply announce, "The time for adjournment has arrived, <pause> and the meeting is <pause> therefore adjourned. The pauses are to allow a member not wishing to adjourn to seek recognition in order to move to extend the time. If nobody does, the meeting is adjourned.

But the treasurer apparently didn't say what you're "agreeing" with. She said writing checks was a Covid risk. I agree that banks have convenient methods of issuing payments (including paper checks) by means of online transactions. But the paper checks typically say "Signature on File" rather than including a facsimile signature. It may be that there are controls available for organizations that require dual signatures, but if there are I'm not aware of them.

I think the only difference when a non-member is appointed is the requirement for a vote on that person's appointment, unless the president has been authorized in advance to make such appointments. As I read the paragraph, the requirement to announce the members applies in any case. In the sentence beginning "When the chair appoints a committee, no vote is taken on the appointees, except...", the exception applies to non-member appointments. But the beginning of the next sentence reads naturally if all the words from except through the end of the previous sentence are omitted: "...no vote is taken on the appointees. But the chair must announce the names..."

It's no surprise that the board is having little luck with asking and suggesting. She clearly views those as optional and freely ignores them. And if there is no approved motion, just individual people asking and suggesting during discussion, she's absolutely right Motions are the only way "the board" can decide to do anything. At some point the board may realize that if they want someone to do something, they will have stop asking and suggesting, and start instructing and directing.

RONR suggests that members "should" (but cannot be compelled to) abstain on matters in which they have a personal or pecuniary interest not in common with other members. Matters that benefit the entire organization in general would appear to me to be in the common interest.

RONR does not permit yielding of time during debate. As far as public comment periods, I think it would depend on whether the council will sit still for it. If you just go ahead and try it you might well get away with it.

Does "have the recommendation of" imply that the recommendation must be positive? To me that sounds more ambiguous than "originate". I agree that such a fight could conceivably ensue, and if so, then the more stringent interpretation should definitely apply. A point of order should be raised at the first sign of swords or firearms. Discharging the committee would take a 2/3 vote, which would be enough to suspend the rule anyway, so at that point the fight is over.

And I recall reading somewhere (probably in RONR) that when putting the question on such courtesy resolutions, it is common for the chair to ask for those in favor, but not ask for the negative vote. Ah, I found it in 4:35:

I agree. My intention there was to point out at which meeting the report should must be given.

This sounds like a clearly bad idea. The blessing of a single board member is hardly sufficient. By a majority vote the assembly can direct the Treasurer to use either the society's checkbook or the society's credit card. I fail to see how writing a check can put one at risk of infection, especially if it is delivered by mail. It may be time to write and adopt a full job description for the Treasurer position, including a provision that when a check is written to the Treasurer, it must be signed by another officer. Be sure to establish other signatories with the bank as needed. Some organizations always require two signatures from among those authorized on any check. Basically it's up to the board as part of their duties to ensure that the finances are properly handled. Finances are not a big deal until they are a big deal, and then they are a big ****ing deal.

I think that if the president is authorized to appoint committees, this can be done outside the context of a meeting, at least as far as speaking with the appointees and ensuring they will accept the assignment. The actual appointments should must be announced by the president under Reports of Officers at the next meeting of the body to whom the committee(s) will report. The report can be filed in the same way as committee reports, or, if desired, can be included in the miote. Edited to add: Rereading 50:13(d), it's apparent that if the appointments take place outside the meeting, that the subsequent announcement of the president must be recorded in the minutes.

This is stated clearly in 46:46, and was quoted by Mr. Kapur.

I'll add one more wrinkle. If the misrepresentation became known while the meeting was still in session, someone who voted on the prevailing (winning) side could move to Reconsider¹ the motion, which would open it again for further debate as if it had not yet been voted on. __________ ¹ see: RONR 12th Ed, §37 Reconsider

With the exception that a presiding non-member would not be allowed to vote, even in cases where one vote could affect the outcome.

Apart from knowing that this censure motion was on the agenda, we don't know the outcome. Were you in fact censured on the basis of such flimsy evidence?

As others have noted, a Point of Order now would no longer be timely. If a similar occasion arises, you could raise a Point of Order that the motion is not in order since it did not originate in the range committee, which should be ruled well taken, or if you wanted to be a little less confrontational you could wait for debate and then move that, in compliance with the bylaws, the motion be Referred to the range committee. If that motion failed, you could still raise the Point of Order.

I remember before I was a member of my local school board, one of the then members used to balance her checkbook during meetings. None of the other members had the nerve to say anything, because she could be unpleasant when challenged, but a member of the public stood up one night during public comment and remarked on how unprofessional she looked. She was basically shamed out of that behavior. After I was elected she was introduced (by me) to the rules of debate under RONR, which made it more difficult for her to be quite so unpleasant. This took a lot of the fun out of it for her, and she did not run for reëlection.