Gary Novosielski

Also see FAQ#12 here. Note well: "In ordinary societies [the motion to Lay on the Table] is rarely needed, and hence seldom in order."

Agreed, as far as the rules in RONR are concerned, but if the bylaws explicitly say that, notwithstanding some restriction, such a person is a "member", rather than calling them an advisor or other title, why would that not supersede the general definition of "member" as noted on page three, and so include such persons as members within the meaning of the rule on page 95, and elsewhere?

Was the meeting at which the motion was laid on the table the immediately previous meeting?

Questions regarding irregularities in the voting, including ordering a recall recount, are settled by a majority vote of the assembly in which the election was conducted, in this case presumably the general membership. No single member of the membership, much less a single director, may order a recount without a motion passed at a meeting. The Secretary acted improperly by failing to keep the ballots under seal until the time in which a recount could be ordered expires. But the motion to order a recall can only take place at the assembly session at which the results were announced, or the following session if within a quarterly interval.

This is not legal advice, but I can relate that when I served on a local school board in NJ, the bylaws specified that the Board Secretary and the Superintendent of Schools were, ex officio, non-voting members of the Board who, per other language, did not affect a quorum. Although executive sessions were closely regulated by statute, both of them were allowed in. In fact, many if not most of the executive sessions were necessary because the Superintendent had some confidential information to impart to the board, and of course the presence of the Secretary (who doubled as Business Administrator) was as necessary as ever. The only exception was that the Superintendent was, by regulation, excused during deliberations concerning his or her job performance evaluation.

It's hard to believe that the bylaws would specify an executive committee without specifying who would be on it. And if they don't specify either, then you don't have an executive committee.

Indeed that is the strong recommendation of RONR that the president not be an ex-officio member of, nor appoint the members of, nor have anything else to do with the nominating committee.

I would also note that there is no such thing in RONR as voting to "move into" an official meeting, even in the presence of a quorum. Quorum or not, voting to start a meeting (or for that matter, to do anything else) can't take place before the meeting is started.

That's not so. If in fact the bylaws require a written ballot, this provision cannot be suspended, even by a unanimous vote. And the majority requirement makes it unlikely that any given write-in name would appear on a majority of ballots without substantial prior planning. What the "or more" wording does not do is prevent the assembly from setting the precise number of seats to be elected prior to holding the election. As long as the number is not less than the "x or more" specified in the bylaws, the motion would not conflict with the bylaws. I might even go so far as to say that such a motion fixing the size of the board, though not "specified in" the bylaws, still causes the number to be "fixed in accordance with" the bylaws, but I'm not a lawyer and would not assume that to be the case without asking one.

RONR says that a member is not in "good standing" if some or all of their rights have been removed by disciplinary action. So it sounds a little like the cart/horse juxtaposition is unclear in this case. But Chapter XX may help clear it up--unless there are other rules on discipline in your bylaws, which would supersede those in RONR.

Please ask new questions by starting a new thread.

If you don't know how many seats are being filled, you don't know how to instruct the voters to "Vote for 6" or whatever. If you tell them to vote for five or more, it could be that everyone nominated would appear on a majority of ballots.

I have. I may even have written them, but I'm not sure. I don't interpret this as excusing the President in the least. If his duty is to execute all contracts, and he is unwilling, then the VP may, but I believe the president would still be rightfully subject to discipline.

Whew! Off the hook.

The "denominator" to determine a majority does not depend on how many people are in the room, but on how many people actually vote, presuming the number present constitutes a quorum. E.g., if there are twenty people in the room, five people vote yes, and four people vote no, that's a majority. As long as there are more Yes votes than No votes, that's a majority. Numerators and denominators are unnecessary.

I agree. But what if the bylaws also say that the VP "shall assume the duties of the president when president is unable or unwilling to act"?

Lawyers, with exceptions, are not known for their expertise with respect to parliamentary procedure. According to RONR, it is the assembly itself, not a lawyer, and not even a real parliamentarian, that is the final authority on disputes about whose votes should or should not be counted. For future reference, on a ballot vote, the presiding officer should vote along with everyone else. And on counted votes, may vote not merely to "break" a tie, but to create a tie, or in any other situation where that one vote could be the deciding one, such as to make or deny a 2/3 vote or other threshold.

I don't believe that the bylaws language means that anyone who wants to walk onto the board is automatically elected. First, check your bylaws to see if a ballot vote is required. If it is, then it must be held, even if only one (or fewer) persons are nominated. The bylaws authorizing a board of "5 or more", "no fewer than 7", "5 to 12 members" or some other variable size board is not unheard of. The way to handle it is to vote before the election is held, to set the size of the board (within the limits set by the bylaws). Then you will know how many spots you are voting for, and when the use of acclamation (where allowed) is appropriate. Specifying a range in the bylaws allows the membership flexibility to set the actual board size on the fly. It does not mandate an accordion-sized board forever.

Is the Vice President willing to sign it?

Yes, I suppose it is. I sincerely regret the profligate expenditure of valuable electrons. Well, pretty sincerely, anyway.

E-mail votes are never okay, unless they are authorized in your bylaws. However, if the invitation is not expected to be controversial, there could be informal contacts (including by e-mail) among the board members and the presiding officer in advance of the meeting, to assess the level of agreement. Such a poll would be non-binding. There would still have to be an actual vote (or unanimous consent) at the start of the meeting to formally grant permission for the visitor to be permitted to remain and address the board. If it is desired to grant the visitor the right to speak in debate, that would require a motion to Suspend the Rules. I would refine jstackpo's reply to say that, notwithstanding any limits stated in the original inviting motion, the board is free to limit or extend the limits of the invitation, as it sees fit.

Normally, minutes are not approved at special meetings, and the minutes of the special meeting are approved at the next regular meeting. However, I think that if a special meeting were called for the purpose of approving minutes, that would be permissible. I don't believe, however, that this would necessarily solve the problem posed by the OP.

A distinction without a difference, it seems to me. It is not the case that the chair may declare the minutes approved in the face of objection, but rather that the only way to raise an objection to appoval is to offer a correction.

Under the rules in RONR, minutes are approved at the following meeting. If you want to publish approved minutes, it can't happen before they're approved. Any other methods would have to be contained in your bylaws. There are none in RONR.

As long as a quorum is present At a regular or properly called meeting, only one vote is required to approve a motion, as long as that one vote constitutes a majority of those voting. What you have described is only true if a majority of all present is required, and that is certainly not the regular rule.