Gary Novosielski

If your bylaws provide for a presidential veto, which can be overridden by a 2/3 vote, then follow them. I know of no reason why the motion could not be made immediately, but I know nothing of your bylaws, so take that for what it's worth. RONR has no such provisions, and the president has no such power.

I think all the responses were in accordance with the rules in RONR. While it is true that such a statement would not ordinarily belong in the minutes, it is also true that if a majority wish to do so, they can include whatever they wish in the minutes without suspending or breaking any rule in RONR.

Language in a Whereas clause is there to explain the purpose of the resolution. It does not create anything new. Only the language after the word Resolved has any force and effect. If all the Whereas clauses were deleted from a resolution, the actual effects would be the same.

And if an adjourned meeting is set, and three people show up to it, they're good to go.

Well, there isn't any Idle Speculation Forum. And most non-speculative questions would belong in the general forum. But I do feel the lack of a Tomfoolery forum.

No. Keeping silent during the meeting might imply consent.

In both cases, if the rules in RONR apply, these committees report to the Membership, and the Executive Committee has no authority to review their work.

The rule in RONR is that it can't be done. (There's a modified rule for committees, but you didn't specify.)

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Some important suggestions for inexperienced presiding officers is noted in the Index as : suggestions for inexperienced presiding officers, 454–457

Yeah, it's all straightened out.

No worries.

No. If the rules in RONR apply, such a special rule would have to be adopted by the general membership.

I agree completely. I'm looking at you, twelfth edition.

If passed it would be included in the minutes of Meeting A, as would any other "correction" offered to the minutes during reading and approval. The member could say "I ask unanimous consent that after the results of the vote on <matter> the minutes reflect that I had intended to vote Yes, but voted in error". If there is no objection, the change is made. If there is objection, the question is put to a vote.

Why did no one (including you) call the member to order at the time, rather than waiting for the meeting to end? If the chair will not do the job, it's up to everyone. With all due respect, it does not sound like you have read the relevant section. See p. 646 on Calling a member to order.

If there is a section in your bylaws regarding special meetings, it should tell you the notice requirement. If there is none, then you cannot have special meetings. (Except for trials as noted by Mr. Mervosh) If there is one, but the notice requirement was overlooked, then a "reasonable" amount of time is required. What "reasonable" means could be, and probably would be, argued among the members, but it could be decided by a majority vote.

Yes, except that the phrase "leave of [absence]" does not appear in RONR, so that even if the director were willing, it might be difficult to comply with the request. Do the bylaws contain a provision for leaves of absence?

There is a way, if the assembly agrees. You are correct that the member may not change "their" vote. (Is it in fact possible to determine how the member actually voted, or was this a secret ballot?) No matter. The assembly may agree by a majority vote to include a statement in the minutes that the member voted incorrectly and had intended to vote Yes. This would not change the outcome, even if that one vote had made the difference. If it's desired to change the outcome, there are other means. If I were the member, I'm not sure which would be more embarrassing: Having voted the "wrong" way, or having the minutes reflect that I couldn't pay attention well enough to have my vote recorded properly. 🙂

It might be better for a number of reasons if the second rap was considered to recess the meeting until called to order by the chair (which would follow immediately). If nothing else it would eliminate the need for another set of minutes. . . . Now, having said that, I've done some digging and discovered a problem: While the Form and Example for Recess says that a rap of the gavel is allowed, the same is not true for reconvening afterwards. It does say that the chair gains the attention of the assembly, and I can think of no better way to do that than with a rap of the gavel, but RONR either disagrees or does not take a position. It does appeal to my sense of symmetry. My apologies if this should have been posted in the Tomfoolery section. 🙂

Dang, I would always rap it exactly three times when calling the meeting to order. I'm sure someone will assert that this invalidates everything that was decided at those meetings. ☺️

A motion to follow the rules is pointless and should be ruled frivolous. I believe I suggested earlier in this or another thread that your course of action if unlawful discussion begins, is to object by raising a point of order, and ensuring that your objection shows up in the minutes. Even if the unlawful discussion continues, you should personally be free of any potential trouble, should the board end up disciplined for that. That is why it is essential to see that your obection is recorded.

That might depend on just what the error is. Like Mr. Huynh, I'd like to see the actual text.

The most important part of that provision is the phrase "unless otherwise specified in your corporation's bylaws". So although I'm not a lawyer, I could be forgiven for concluding that if your bylaws do otherwise specify, you need not be concerned with what that particular section of the Act says. (But do refer to subsection 136(2) as suggested.) Many regulations in similar acts contain that phrase, mostly to make certain that you have some rules to go by if your bylaws are on the skimpy side. Although RONR says that state law takes precedence over your bylaws, that is not the case where the law specifically defers to your bylaws, as this one does.

Yes, I concur. I noticed that on first reading but forgot to mention it.