Gary Novosielski

Well, perhaps they are, but with all due respect to those members, I'm forced to wonder: So what? I guess they could raise a Point of Order at the next membership meeting, but I don't see a path to prevailing on that allegation, given that they are presumptively in the minority.

The Standard Order of Business comprises the following headings: 1) Reading and Approval of Minutes 2) Reports of Officers, Boards, and Standing Committees 3) Reports of Special (Select or Ad Hoc) Committees 4) Special Orders 5) Unfinished Business and General Orders 6) New Business In organizations that have adopted RONR as their parliamentary authority, that hold their regular meetings as frequently as quarterly, and have not adopted a special order of business, this series of headings is their prescribed order of business. [see RONR (12th ed.) 41:5 ff.]

Very true, but there is also a provision that if the chair fails to (properly) call the meeting then the members can do so themselves, yes? Am I reading that right? If so, then the members should call the meeting and hold the meeting. If the president (and VP) choose not to attend, the members should simply elect a presiding officer pro tempore, and proceed with the business for which the meeting was called. Neither the president nor the board can declare a valid meeting of the membership invalid, since the power to determine whether the meeting comports with the bylaws is a decision that only the membership itself can make.

The call of a special meeting must include purpose of the meeting. If the president does not include the stated purpose, then the president has not "called" the meeting as demanded by the bylaws. Any assertion to the contrary is patently absurd, and, in my view, worthy of significant disciplinary action against the president.

Non-members have no rights to raise points of order at a meeting of another body.

I've seen it too, and I did what I could to use the proper procedure of demanding a separate debate and vote on some items. Spoiler alert—the RONR procedure worked better. 😎

Well, it's not. 🙂

The only reasonable interpretation is that the chair must call the meeting for the purpose stated by the petitioners. Calling a meeting for some other purpose would not satisfy the request, and would invoke the "failure to do so" alternative. It should also be noted that an attempt to limit the meeting to "discussion" rather than action would probably be unenforceable, as long as motions made at the meeting were germane to the stated subject of the meeting.

That does not change my answer. The executive committee may comprise the officers, but individually they have none of the powers granted to the committee, unless expressly granted. An Executive committee can only act in a meeting context.

Presuming, as is usually the case, that the name of the organization is specified in the bylaws, then the requirement will be the same as for any other bylaws amendment, which is usually a two-thirds vote and previous notice, but your bylaws may vary.

On the contrary, it is not possible to assume the absence of a quorum without clear and convincing evidence. And all you have is anecdotal recollections with no record to back them up, so that looks like a dead end. You'll have to proceed on the assumption that the budget was duly adopted and deal with matters that way, The quorum rules in your bylaws, if you're paraphrasing them correctly, vary so widely from Robert's Rules that it's difficult to give you any useful advice beyond that already given, i.e., using Amend Something Previously Adopted.

Good point. The Executive Committee is not a collective noun that means "the officers". The EC is a body which has designated powers only at a regular or properly called meeting of the EC at which a quorum is present, and for most decisions, by a majority vote. When not actually meeting, the EC does not truly "exist" and is powers do not accrue to its members outside that context.

No, that's absurd.

There's no such "right" in RONR. She can request that her dissent be noted in the minutes, and that request can be granted by a majority vote, or denied otherwise. That's according to RONR. What sort of organization is this, what was the general nature of the motion, and what were the grounds for her objection? These answers might change the situation.

What evidence do you have that a quorum was not present? And if you counted heads at the time, why did you not raise a point of order then and there? You can try raising a Point of Order at the next meeting, but don't be surprised if it's ruled not-well-taken. Minutes of the meeting need not include the names of present members. There is no need to follow up or "ratify" anything with absent officers. They have no veto rights. So based on any of that, no conclusions can be drawn at all. If there's something in the budget you don't like, you can use the motion to Amend Something Previously Adopted to change it, but if the money has already been spent in accordance with the current budget, that won't have any practical effect.

Well, have a look at: 49:12 As a general principle, a board cannot delegate its authority —that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board. Unless your bylaws say otherwise, the board ought to be supervising the committee, and its instructions to the committee should be specific. That would go a long way toward mitigating the kerfuffle.

We would presumably find out when a motion to instruct came to a vote. 😇

A resolution is simply a motion that is written in a more formal tone. There's no practical difference. Since the bylaws empower the EC to conduct business between meetings of the Senate, I'd say that the EC could, within limits, pass resolutions even without having them later ratified by the Senate. But the full Senate, as the superior body, could presumably rescind or amend actions of the EC with which it disagreed

So far, your biggest problem appears to be that the resolution was never recorded in the minutes. That's a disaster waiting (only briefly) to happen. Immediately correct the minutes to include the text of the resolution. I'm not at certain from your description whether the background statement is actually a part of the resolution. Does the word Resolved actually appear in the resolution? What follows that is the actual resolution. I would expect a background statement to include reasons favoring the adoption of the resolution, but I don't think any instructions about how the action(s) should be carried out would be found in a background statement. At this point, it appears that you have a committee implementing the project, and it appears to be doing things that the board (to which presumably the committee reports) does not like. This may or may not be due to the fact that the actual instructions given to the committee were incomplete, ambiguous, or improperly understood. Whatever the reasons, if the board does not like the way the project is going it should move to give subsequent instructions the committee on how things should be done. [RONR (12th ed.) 13:22] The original referral is not the last word for all time.

It's gibberish. Nepotism and favoritism are not allowed to serve? Nepotism is a subset of favoritism, and favoritism is a state of being, not a person. Only persons may serve on a board, so although the intent of this language may be to prevent family members and presumably friends from serving on the board together, it fails miserably in fulfilling that intent. Fortunately, only your society can interpret what your bylaws say. RONR has no such rules; it assumes that voters will be familiar enough with the candidates to decide whether they can be trusted to serve without fear or favor in the office to which they aspire.

Check between 47:11 and 47:13. 😇

Then the society should amend the bylaws.

No, it's not. Any result of that vote is null and void.

Since the Membership is the highest ranking body, the membership can establish rules for the executive committee, but not the other way around. Any standing rules governing the membership would have to be moved and adopted in a meeting of the membership. Be careful to distinguish between Standing Rules and Special Rules of Order, since the rules for adoption are different.

No, none of this changes anything. He is still a member. (Check your caps lock key, it seems to be on.)