Gary Novosielski

On the other hand, it's clear at this point that this particular committee does take minutes, and approve them. So i think there's no harm in pointing out that actual committee members, whether they attended the prior meeting or not, are explicitly authorized to participate in the approval process, while random "business leaders" who happened to be present in the gallery, are not.

That depends on what you mean by election process. Of course you can't interrupt the voting in order to amend the bylaws, but many organizations amend their bylaws and hold their elections at the same meeting, so there's no inherent conflict. If you have particular concerns, we'll need more detail on your situation.

No, not at all.

You do not have to support the motion you opposed. You cannot act to sabotage the work but you don't have to appear to support it. You don't need to say anything about it. The time to explain why you intend to vote for or against a motion is during the actual debate on the motion. I'm assuming here that you are an actual member of this body, although for some reason that does not feel crystal clear.

Your group does not appear to be using Robert's Rules at all. Under RONR, a committee is subordinate to the body to which it reports. It has no power except to generate recommendations, often in the form of motions, to the parent body for its consideration. At that point, its role ends. The parent body may accept, reject, amend, postpone, or ignore outright, the recommendations of its committee. It owes the committee no explanation for its actions. It may choose to recommit the matter to the committee with or without further instructions, which are binding on the committee. So whatever you are doing under your own rules bears so little resemblance to normal parliamentary procedure that I don't see how we, as much as we wish to, are going to be able to be of much assistance.

It certainly is. I am puzzled by my own words. I'm going to assume that I left out the word "overwhelming" at some appropriate point in there.

That's fine as long as no one objects, but the minutes must be read aloud on the demand of a single member, even if copies have been provided. A secretary who says she does not intend to carry out her duties should be replaced.

Nothing in RONR prevents it. But what sort of society are we talking about? That sometimes changes the answer.

So do I except for the faxed proxies which are, after all, prohibited by RONR.

If the draft minutes were incorrect, corrections should be offered to make them right. Approving minutes that are not correct is a self-inflicted wound. If the silly "claim was made" that they could be viewed online, that suggests to me that it was in response to a complaint that a page was missing and paragraphs were out of order. If that's the case, it points out the difference between complaining and offering an actual correction.

Normally the president should not vote on a board that large, unless that one vote could make a difference. In this case it would not, so the vote was pointless. The reason for this practice is so the president can maintain a position of impartiality. You chose to pass up that opportunity and contribute to the existing division. Regardless of the feeling in your heart, a vote of 10-8 or 10-9 passes the motion with a majority. As president you are supposed to support the decisions of the board. Motions that win by a small margin are no more questionable that those that win by a majority.

You are correct. The members may wish they could vote absentee, but they can't. RONR is perfectly clear. The only possibility would be a rule in the corporate code requiring absentee ballots, but for a simple social club I'd be surprised if that would apply. (I am not a lawyer)

If you leave the committee vacant, the tasks won't get done. It's not in order to assign to others, tasks which fall under the purview of a standing committee.

If the rules in RONR apply, striking names from the nominating committee report would not be effective, since they could simply be added back from the floor, or failing that be written in.

Under Robert's Rules, the Nominating committee reports its list (not slate) of nominees to the Membership meeting. The Executive Committee or the Board of Directors would have no role After the report is received the chair calls for any additional nominees from the floor. Any nominations from the floor are added to the list. No approval or disapproval takes place, except for the members voting for a nominee, or voting for someone else But you asked how this should be addressed under Robert's Rules, and apparently your bylaws have rules that conflict with and therefore supersede the procedure described above. So you'll have to interpret and obey your bylaws.

That's right. Somehow they got out of sync with their every-other-year schedule. I presumed that this happened by delaying an election that should have been held, and not by holding an election a year before it should be. I did use the word "apparently" and would be glad to have confirmation of what actually occurred. .

It's difficult to say for certain from reading your question, but it's perhaps worth pointing out that an incomplete election and a vacancy are not the same. Vacancies result from someone vacating an office during the term, and therefore needing a replacement. Incomplete elections, per your bylaws, do not create a vacancy since the incumbent continues until a successor is elected and takes office. This implies election by the normal means, not by some vacancy-filling procedure. So, when an incomplete election occurs, the remedy is not vacancy-filling. The remedy is completing the election. If the election is not completed at the annual meeting, an adjourned meeting should be set to complete it.

Those two provisions don't seem to conflict, if they are both followed. Apparently you did not hold elections in 2019. So you need no special procedure to hold them now. You're just a year late. Better late than never. Just do it. And follow Mr. Mervosh's advice if you need to delay the election for an additional month.

Do you have a Vice President?

The "quorum" for a meeting is the number of members who must be present for the conduct of (almost) any business. It is a number. So your use of the word "quorum" appears to be used in some other way, which needs clarification.

RONR does not allow proxies, and does not allow business to be restricted by the board to up-or-down voting only. In any case you appear to have confused absentee voting with proxy voting. Proxies assign one's vote to someone else, to be cast in person at the meeting. Absentee votes are votes actually cast by persons not present in person. But both are prohibited if the rules in RONR apply. If you do have rules in your bylaws that allow these things, you're dancing to a bit of a different fiddler.

There is no way I know to restrict the rights of members to only that of casting a single vote. They can limit their own rights, but neither the president nor the board can limit them unilaterally. If the Notice stated that the budget approval was the business to be conducted, it seems to me that members would have the right to amend or make other motions that would ordinarily be in order for considering a budget. Also, be certain that absentee ballots are allowed in your bylaws. They are prohibited by RONR when bylaws are silent on the matter. RONR also cautions strongly against mixing in-person ballots with absentee ballots. What if the budget is amended at the meeting? You have no way of knowing how this would affect the votes of those who voted absentee.

OOh, is there going to be a which/that fight? I love those.

Yeah, I hate it when that happens.

Oy.