Gary Novosielski

I've been watching the show, but not an episode goes by that i don't holler some abusive epithet at the screen over the blatant disregard of one Constitutional provision or another. The quality of writing on the show isn't too bad, but the level of research is so low that it interferes with enjoyment of the plot.

There's nothing in the least ambiguous about RONR's definition of member. Members are persons, but not seats; officers, but not offices. There may be a great deal of ambiguity in your bylaws, which you would be well advised to remedy. Interpretation of ambiguity is up to neither this esteemed forum nor random blogs to accomplilsh. It is up to your membership to interpret any ambiguity and, preferably, amend the bylaws to say what they mean. For questions about what effect statutes, codes, and case law may have on your organization, you are well advised to contact an attorney. Any corporate code that applies to organizations such as yours supersedes the rules in RONR, so asking what RONR says in that event is of academic interest only. Any code that does not apply to your organization is not persuasive in interpreting the language in either your bylaws or in RONR I would add only that blogs are not authoritative citations on what RONR says. Only the pages of RONR (perhaps with some help from the pages of PL, and the official interpretations found here) will be of much use in determining the meaning of the rules contained within The Work. If you are more interested in learning the facts than in arguing over them, please call again.

Members are living, breathing, individuals. If the bylaws say that the board shall have 7 members, it is up to the society to make sure, to the extent possible, that this is true, in order to comply with the bylaws. Nevertheless, if the board should, at some point, for whatever reason not have 7 members, and the quorum is a majority of members, then the quorum will be reduced. There is a lot of truth in what actually happens. If, instead, the bylaws had said that a quorum was 4, then a quorum is 4.

Yes, and I think a case could certainly be made that suing the society was sufficient cause for removal from membership:

Nope.

Such a motion would not be in order. The rule cannot be waived, even by a unanimous vote.

Not only can they, but they must. That is, after all, the whole point of executive session.

One can move that something be done One can make (offer, propose, etc.) a motion that it be done. One does not motion anything.... (ever) Motion is a noun, move is the verb.

The question of who may sign checks depends on what agreement your organization has with the bank. Typically, you would have adopted a resolution within your organization detailing who can sign checks. and than have sent that resolution (or a certification that such a resolution was adopted) to the bank, along with signature cards. As long as both you and the bank are in agreement, RONR has no problem with whatever you agree to.

It's true that absentees who are present are not protected by rules protecting absentees who are absent, but surely they are protected by rules protecting absentees who are present, because they are both. The problem is that they don't need the protection unless they do, in which case it is too late. So it may be best just to leave the language as is.

Reading those excerpted bylaws, there is nothing there that gives the board the power to remove a board member from the board. It says the board can remove officers, which means remove them from the office that they were elected to by the board, from among their own number. But to remove them as a board member would take an act of the assembly, presumably with a trial or other procedures as outlined in the bylaws. The assembly can remove someone from an office that was filled by the assembly. The board can only remove someone from an office that was filled to by the board. Removal from an officer position leaves that member on the board. But removal from the board would presumably mean removal from an officer position if, as appears likely, being on the board is a prerequisite for being an officer.

In my opinion, some action of the board would be needed. It might well be the case that if no member objects, that's enough, but only after the chair says something like: The Chair appoints Mr. M. to the Judicial Committee; is there objection to this appointment? <pause...sound of crickets> Hearing no objection, the appointment is confirmed. That's essentially the process for unanimous consent, a severely abbreviated way of handling a motion when dissent is presumed unlikely. If instead of crickets there is objection, the matter would then be open to debate and a vote, handled like an ordinary motion. I don't believe, however, that it should be amendable. Others may want to weigh in on that.

I hope your response will directly address the question on the motion "that we accept the report of the auditors and hereby relieve the treasurer of responsibility for the period covered by the report, except in the case of fraud." If you don't believe that such a motion, if adopted, would relieve the treasurer of responsibility (at least concerning the society itself) then perhaps you can suggest language that would? (Or explain why a motion that says what it means doesn't mean what it says.)

I'd be curious as to what those reasons might be.

I would no sooner take the word of a financial "expert" on matters of law than I would take the word of a lawyer on matters of parliamentary procedure. From an organizational point of view, the treasurer should be relived of responsibility for the period covered by the report, once that responsibility has been assumed by the body as a whole, especially since the treasurer may have been someone else during that period. Questions of what does and does not constitute fraud is a legal matter, so ultimately, questions of legal responsibility are beyond the area of expertise of accountants and parliamentarians alike. But I don't believe this argues either way with respect to the question of adopting the report. I'm content to follow the rule, which in my experience is anything but an anachronism.

Yes, in the context I mentioned, the auditing firm attended a meeting of the board and presented the report, having previously provided copies of the report along with a management summary to all members. Questions were welcome and appropriate. I think adopting the report, including responding to any recommendations, is appropriate even when other financial reports are not adopted. Typically, interim reports are the product of the work of one person, one small group, or perhaps the output of a computer program. It would be next to impossible for the board members to be familiar enough with the details of the production any given report to be able to vouch for its correctness by adopting it. In the case of the audit report, it is compiled after a thorough investigation of the records, procedures, and compliance with those procedures, by a group that is independent of the staff people who deal with the data on a daily basis. In a single document, it comprises the sum total of all the interim reports, independently verified, as well as an independent evaluation of the controls in place to ensure the accuracy and integrity of the financial records. Based upon that comprehensive evaluation, the board should have enough confidence to approve the report. If for some reason it does not have that confidence, it should replace the auditors.

Is D.Llama the same as Guest, here? And why? I can add that as a member of a publicly elected school board for many years, the board did approve the annual audit report each year, and if any recommendations were offered, it adopted resolutions to implement an appropriate corrective action plan. That situation is more analogous to the corporate one, where the board has ultimate responsibility, and the public (the general membership) exerts direct control only through elections. It was my understanding, after consulting with legal counsel, that this was a legal requirement of all similar boards. It reflected the concept that the buck stops at the board level, and the actions of the board in approving the annual budget, the tax levy, capital expenditures, RFP's and bids, and the audit report were the method by which the board accepted its responsibility as the custodian of the taxpayer's money. As a taxpayer, I would want my elected representatives to properly (and officially) shoulder that responsibility.

I couldn't have said it better myself.

There is no motion To Renew. In order to renew a failed motion, you simply move it again at any future meeting.

What do you mean by "do this"? Does the secretary move to elect the candidate by acclamation? That's odd, and not supported by RONR. Do your bylaws actually say that? If not, drop the idea that the secretary has any special role here. (When you say your "documents", we are talking about bylaws, right?) In RONR, if there is only one nominee and the bylaws do not require a ballot vote, the chair simply declares the nominee elected by acclamation without any motion or vote. The only way to "object" to acclamation would be to nominate someone else. Apparently your bylaws say that the acclamation can only happen by unanimous consent. That is essentially the same as RONR, except this allows someone to object without nominating anyone, which seems odd, but the rule is what it is. So, if there is only one nomination, the motion to elect by acclamation is essentially the only motion in order at that moment, so the chair should probably assume the motion and test for unanimous consent: "Are there any more nominations? ... <pause> If not, the question is, Shall Mr. A be elected by acclamation. Is there any objection? <pause> The chair hears none, and Mr. A is elected." A show of hands would not be appropriate. If there is objection, I think it would still be wise if the chair asked the objector if he wished to make a nomination before putting the matter of Mr. A's election to a ballot vote.

E-mail is written notice. But RONR says it is acceptable only for members who have agreed to e-mail notice. It would not be acceptable if the bylaws specified postal mail.

The non-crazy thing to have done would have been to move to amend the proposed budget by changing that line. Then when the amendment passed (as it would if 3 of the 5 wanted it), the entire (amended) budget could be voted on, and you'd be done by now. As it is, you have stalled for time, but nothing is likely to change. Oh, and of course the motion to table should properly have been a motion to postpone, but that doesn't change the situation appreciably. Sooner or later you're going to have to pass a budget.

None. The resignation has been withdrawn. There is nothing left for the board to "make happen". It had the opportunity to act in a timely manner and failed to do so. As is so often the case, snoozing, in this instance, equates to losing.

Since those are sample bylaws, they don't apply to any organization at all. The only thing that matters is what your bylaws say about special meetings, and the only way to tell what rules apply to which meetings is to carefully read your bylaws. If they contain no rule on the calling of special meetings, then special meeting may not be called.

Sure sounds that way. Also at variance with RONR are that the appeal requires no second, and is not debatable. All of which shows that public bodies are not immune from badly written rules. Badly written, but no less binding.