Gary Novosielski

Normally, minutes are distributed only to members of the body that the minutes apply to. But the board, for example, could authorize distribution to the membership, and many do. In any case, the membership, by a 2/3 vote (or majority with notice, or majority of the entire membership) may order the minutes of the board to be produced and read at a meeting of the membership. Minutes could be sent before being approved, but to avoid problems, they should be clearly marked as DRAFT minutes, subject to correction. Those who were not present at the meeting can offer and vote on corrections if a vote is needed. Approval is done by unanimous consent without a vote as Mr. Honemann described above.

You remember incorrectly.

No, as long as the committee has more than one member.

Not according to RONR.

Minutes of executive sessions are taken, but are not made public outside of the group that was meeting. Minutes of executive sessions are read and approved in executive session. So only members of the board have access to the minutes of closed sessions of the board. Members of the association would have access to minutes of closed sessions of the association. However, the association, by a 2/3 vote (or with previous notice a majority vote, or a majority of the entire membership) may order that that minutes of the board be produced and read at a meeting of the association.

That sounded like language that would be in the bylaws of the parent organization, authorizing the local chapter to create additional offices by the process of including them in its local bylaws. If it has never done so, then I'm wondering along with Mr. Honemann how it is that we can say the local chapter actually exists. If there is some reason for us to say that it does, then I would say that it has only such officers as the parent organization mandates that it must have, and no additional offices or officers, until such time as it creates local bylaws.

According to RONR, members have all the rights of membership the instant they become members. Any variations on that theme would have to be contained in your bylaws. RONR explicitly denies any link between the paying of dues and the exercising of membership rights, unless the bylaws have such rules. So no matter what may seem reasonable or intuitive, the actual rules on precisely how one becomes a member, when the rights of membership begin, and upon what additional factors those rights are contingent, must be in your bylaws, or they are not enforceable.

I think that if the bylaws say there are such things as non-voting members, then the Head of school is one, as far as RONR is concerned.

RONR does not have any type of non-voting member. But since your bylaws supersede RONR, your organization does. When this sort of thing is included in bylaws, the question often arises: what other rights, if any, are restricted? Can the non-voting "member" make motions, speak in debate, attend executive sessions, and more? Ultimately it's up to your society to define the role of a non-voting member. I think most of us here tend toward the view that when some of the rights of membership are explicitly removed in the bylaws, any rights not mentioned remain.

I hope they clearly state the requirements, because organizations sometimes have trouble determining whether eligibility requirements apply to "running" for office, being "nominated" for office, being "elected" to office, or "holding" office. All of those mean, or could be interpreted to mean, something different. Of those, the definition of "running" is probably the most unclear. What do your bylaws actually say is being restricted by your requirements?

That wouldn't work for me. I do have one.

...

I wonder: If the bylaws say that the reason for abstentions must be recorded, would I as a member automatically have a duty to give a reason, and could I be compelled to offer one?

...or actually trying the method in RONR which, when multiple ballots are not prohibitively inconvenient, provides the best opportunity for the best outcome, in my view.

Ah, thanks. I had previously stumbled upon how to do that in the past and then forgotten.

I must agree with your disagreement. It is best not to strain people's honor to the breaking point. For this reason, I think when conditions exist that would justify granting a member's request for a vote change on a secret ballot, the entire ballot should be repeated.

The approval of the minutes only verifies that the motions were voted on in the absence of a quorum. That is not tantamount to approval. If the assembly desires to ratify the actions taken at that meeting, it will have to do so explicitly with a motion to Ratify. But even if it approved of the actions themselves, it would still be in order to consider a motion to discipline the moderator for allowing business to take place in the absence of a quorum.

But if the bylaws explicitly provide that the chair may not vote, that seems to me to be more than mere custom.

I fail to see how someone who was not a member can be said to have "missed" any meetings during that time. Someone who is not a member does not even have the right, let alone the duty, to attend meetings.

I have had indirect exposure to this issue with a non-profit that I was associated with. It did not dissolve, but I know it had similar language in the bylaws, that assets would, in that event, be distributed to similar non-profits. When I asked why, it was explained to me that if you're distributing assets to members, this could change your status from non-profit to for-profit. I suppose that makes sense. But I am no lawyer, and have no experience with an actual dissolution, and even if I were, or did, I could not give legal advice here. I only know enough to say that your instincts on consulting a tax attorney and/or tax accountant are good instincts, and should be followed.

I agree with Mr. Honemann, but I'd be surprised if anyone bothered to actually raise a point of order in this instance, no matter how well-taken it might be. Apparently the chair simply intended to concede the point that a counted vote would be, at worst, harmless, and proceeded to take one, perhaps for no more urgent reason than to save a little time. No harm, no foul. But I would have to concede that once a motion has been properly made and seconded, the chair's duty at that moment is to place the question before the assembly, not to ignore it. If the chair was intent upon saving the few seconds that a voice vote would have taken, it seems to me he could test for unanimous consent at that point, saying, Is there objection to a counted vote? <pause>. This would afford any member who wishes to amend or reject the motion for a counted vote the opportunity insist on normal handling by objecting.

Well, now you know that's not true. Next time, hand that member the Book, and ask to see the exact language.

Indeed. I don't even see how you can have a board without a board, let alone a board within a board. Life goes on within you and without you.

Please post a new question as a new topic.

There is no need to revise your bylaws to include the VP succession to President. It is automatic and covered in RONR. As to the half term business, RONR says: "For purposes of determining eligibility to continue in office under such a provision, an officer who has served more than half a term is considered to have served a full term in that office." So if it's exactly a half term it doesn't count.