Gary Novosielski

I find most pleasing to the ear: motions being adopted, and amendments being agreed to.

If those are the worst things I am ever accused of in my life, I will have led an exemplary existence. 😷

No, if the president announced that the motion failed, and nobody raised a point of order at the time, then it did not technically pass.

You did indeed. My apologies for wasting electrons, but be assured they were all recycled. ☺️

Why would a 20-12 vote not pass?

If it is desired to have the results of the executive session noted in the general minutes, the easiest way to do so is, once all discussion in executive session is concluded and the members are ready for the question, a motion to come out of executive session can be adopted at that point, and once back in regular session, the main motion can then be voted on The motion to come out of executive session is considered a question of privilege affecting the assembly, and can therefore be considered even while the main motion is pending.

As I understand it, it seems that an agenda listing every item of business was distributed with the notice.

See FAQ #1 here.

If nobody raises, you read 'em and weep.

It would happen to be both, but as Mr. Mervosh noted, there is no need to note such a distinction in the minutes.

Yes, I agree with that. If the revised notice is within the time for "adequate" notice, the scope should not be a problem.

I don't think the board would have the authority to order a recount, especially in the case of a bylaws amendment. What's needed is for the board (or other convener) to call a special meeting of the membership for the purpose of considering and possibly conducting a recount. At the meeting, it would be the membership who would move to order a recount, and then conduct it.

But I suggest you do change in two places the word Society to one more appropriate for your society, which in this case appears to be Club. Here's the official advice from RONR: __________ To adopt RONR as your organization's parliamentary authority, the society should insert the following into its bylaws at the appropriate place [RONR (11th ed.), p. 15, ll. 21-26; pp. 580, 588]: “The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.” Of course, another term than “Society” may be substituted that more appropriately describes the particular organization. Pay particular attention to the footnote on page 580 of RONR (11th ed.) if your organization is incorporated.

And even those would have to be within the scope of the notice that was actually sent, or they wouldn't be in order either.

If you read p. 162 carefully, you'll see that the term "Friendly" amendment, while frequently encountered, really does not exist. Amendments are amendments, and are treated the same regardless of how "friendly" the mover believes they are.

Well, it wouldn't be included in the minutes before it happened. Or did you mean the agenda? A motion is required (to go in and to go out), but this is often handled by unanimous consent. Generally speaking the board could go in and out of executive session whenever necessary.

If you take a recess, there's nothing to be recorded in the minutes regarding what took place during the recess.

You mean in New Jersey?

Yep, sounds like you've got it.

Not if the rules in RONR apply, but you may have rules that supersede those in RONR. It''s not likely.

Yes it is voted on. It is one of the ( few) items of business that are allowed without a quorum being present.

Not quite. A motion to go into executive session passes. The board is then in executive session. Business is conducted. A motion to come out of executive session passes. The board is no longer in executive session. There is no unconvening or reconvening involved. The board is convened the entire time.

If the rules in RONR apply (which appears to at least some extent doubtful), the report of the nominating committee is not accepted or rejected. The names in the report are simply placed in nomination. They are not a fixed set, but a list of individuals who have been nominated by the committee. If all other forms of nomination are prohibited, your goose is, at that point, at least partially cooked, since the only way to vote against a candidate is to vote for someone else. There is no other way to "reject" a nominee unless they are ineligible to hold office. I'd like to see the exact wording that purports to prohibit other nominations. The rules in RONR that cover societies with nominating committees say that after reading the report the chair must call for additional nominations from the floor. It would take some clear and specific language in the bylaws to supersede that rule. In any case, per RONR, there is no prohibition against voting for un-nominated candidates. The ballot should contain a spot for each office where a name (or names, where more than one is to be elected) may be entered as a write-in vote.

Yeah, that's a proxy.

Of course you have a voice, as do all members, but certain matters (filling vacancies is one) usually require an action on the part of a board or the membership, in accordance with rules in your bylaws or your parliamentary authority. These rules often vary from one organization to another, which I was trying to determine.