Gary Novosielski

Does the language in the bylaws refer to a ballot vote? If so, a ballot vote is mandatory. If not, the assembly may choose another method. If the rules in RONR apply, the nominating committee will, at some point, report its list of nominees to the membership, either at the annual meeting or some prior meeting of the membership. After the report is received, the chair must call for any additional nominations from the floor. But if at that point there are still four nominees for four seats, and if the bylaws do not require a ballot vote, the chair simply declares that the four nominees are "elected by acclamation". There is no show of hands or other voting.

I don't know. I don't even know if you are a member. It does sound like a motion to Amend Something Previously Adopted. Items on an agenda typically do not identify who, if anyone, requested their inclusion, but when the meeting occurs, if you are permitted to attend, you can see who moves it or, if you have access to the minutes, you can find the identity of the actual mover there.

RONR 12th edition has no such restriction (nor, to my knowledge, did any prior edition). However it is a common provision of most states' Open Public Meeting ("Sunshine") laws, where members—especially a quorum of members—of a public body, are restricted in one or more ways from "meeting" outside of a meeting. For legal advice, consult your attorney.

Well, I suppose that a policy not to negotiate with terrorists can, strictly speaking, be complied with by total capitulation.

It also depends on how the committee has been charged. In the default case, committees have no power to act independently, and only make recommendations to their parent body. In that case, the allocation of $10,000 to a committee would merely instruct them on the upper limit which the total cost of those recommendations may not exceed. Or perhaps the target amount which they are instructed to treat as a goal. It depends.

Well, if the intent was to give no weight to whether it was right or wrong, then I suppose you're on the right track.

I don't know what sort of "council" this is. It appears that council members are elected, but by whom? Why would the council approve itself, if its members are elected? The fact that there is a "full membership" suggests that they are the ones who would do the electing. So we have a "council" of some sort that has more than four members (?) but has four open seats. There are four volunteers (nominees), and no other nominees? Was there an opportunity for additional nominations? In any case, neither a) nor b) would be proper. What do your bylaws say about electing council members? Is a ballot vote required? If so, is there an exception for uncontested seats? What do the bylaws say about nominations? How did the four volunteers get nominated? Was there a nominating committee? You'll have to provide at least a minimum amount of additional information if you want a credible answer.

It's hard to argue with that, but by a two-thirds vote one could certainly suspend it.

I'm not clear whether elections were required, and if so whether they took place.

That's true, but nothing in that thread implies that you should use an agenda concurrent with either type of order of business, either the recommended one or a customized one (intentionally avoiding the terms standard or special).

Have you in fact adopted Robert's Rules of Order as your parliamentary authority? I ask because that's not the way Committee of the Whole is described there.

I can't find it either.

In the usual case of a subordinate board, by adopting RONR as its parliamentary authority, the membership has instructed the board on what it should do. So I think without going out on a limb, I can state: That's what the board should do.

Most motions only require a majority vote. A small subset have a higher threshold. In this case this type of motion is called Amend Something Previously Adopted. Adopting most motions requires a majority, but changing something that has already been agreed upon requires a more stringent requirement. This is to prevent fluid opinions, or the presence or absence of a single member from enabling flip-flopping of what has been decided. Some motions require a two-thirds vote without other options This is usually in situations where people with minority opinions are negatively affected. One example is cutting off debate before everyone who wishes to has spoken.

Should means that it is not mandatory but that it should be recorded. I think it's a fair question why some people on your board don't want to do things the way they should be done. But if they're insistent, the good news for them is that since this is not a hard and fast rule, there is no need to suspend it if they don't want their names recorded. So a two-thirds vote would not be required. The assembly may decide what goes into the minutes (or what doesn't) by a majority vote. If the "some people" do not constitute a majority, they don't get to decide.

FAQ 14: How can I get an item on the agenda for a meeting? For a proposed agenda to become the official agenda for a meeting, it must be adopted by the assembly at the outset of the meeting. At the time that an agenda is presented for adoption, it is in order for any member to move to amend the proposed agenda by adding any item that the member desires to add, or by proposing any other change. It is wrong to assume, as many do, that the president “sets the agenda.” It is common for the president to prepare a proposed agenda, but that becomes binding only if it is adopted by the full assembly, perhaps after amendments as just described. [RONR (12th ed.) 41:62; see also pp. 16–17 of RONR In Brief.]

Again, you would use either an order of business, or an agenda, but not both, so the question makes no sense, Josh's softening brain notwithstanding. 😇

I agree with @Joshua Katz, and RONR agrees with both of us: 47:52 Only on the most involved matters should the parliamentarian actually be called upon to speak to the assembly; and the practice should be avoided if at all possible.

With the permission of the assembly in session (i.e., the board) any non-member may be present and may be heard. This is usually accomplished by unanimous consent, but if anyone objects, a majority vote can allow a non-member to be heard, as long as it is not during debate on a pending motion. Speaking in debate would require a suspension of the rules, and therefore a two-thirds vote.

Since a deliberative body can do nothing, in fact does not "exist" as such outside of the context of a meeting, the answer is clearly Yes. In order to "collect'" information, such as committee reports or what have you, a meeting with a quorum present is required. And if there is some other collection mechanism, a meeting is still required to consider the collected information, and absolutely necessary to make any motion as a result of considering it, prior to voting on it. Whenever the bylaws state that a body does something, anything, it is assumed to be in session while it does it, unless explicitly stated otherwise.

I agree, and I'm also curious about the apparent assumption that when the number of members is reduced, somebody (or some body) must "adjust" the quorum. In fact, if the quorum is set at (or defaulted to) a majority of the members, then the so-called adjustment is instant and automatic, calling for no action on anyone's part except a little mental math.

On the contrary, nothing here suggests that it must be adopted. If anything it appears to suggest the opposite since it specifies it is "subject to amendment" which, if it were binding, it would not be, except by the higher threshold motion to Amend Something Previously Adopted. So in my view your "agenda" is not adopted, and so may be amended at any time by a motion and second with a majority vote. In addition, it appears that there is nothing preventing anyone from making additional new business motions when the "agenda" is completed, and prior to adjournment.

No, not at all.

Well, if it's not adopted, it's not binding, so in a sense it's a bit of overreach to call it an agenda. Is there any other rule that would appear to make it binding, or that would prevent any other motions not on the "agenda" from being introduced?

Well, there's nothing in there about the chair needing to declare anything to make a vacancy official, so apparently we're howling down the wrong rabbit hole.