Gary Novosielski

Yes it can, and if the committee has missed a deadline for reporting (as seems to be the case here), the motion to discharge requires only a majority vote, not the usual 2/3. Since the committee is a standing committee and may have more than one matter under consideration, the motion should identify which matter the commmittee is to be discharged from further considering.

If a majority of members are willing to put sympathy above the fact that the club needs a functioning treasurer, it might be worth renewing the motion (making it again) at the next meeting and pointing out the facts in debate.

A motion to Rescind or Amend Something Previously Adopted requires for passage (a) a 2/3 vote, (b) a majority vote if previous notice was given at the prior meeting or in the call of the present meeting, or (c) a majority vote of the entire membership, any of which will suffice. If the smokers lost 55 to 15, there seems little chance that such a motion would carry. If it is moved, a motion for the Previous Question i.e, cutting off debate, which requires a 2/3 vote, should easily pass, bringing the motion to an immediate vote and presumably immediate defeat. In other words, it's usually much easier to simply and swifty defeat an unpopular motion than it is to invent complicated ways of preventing it from being brought up.

See §35. The motion requires (a) a two-thirds vote, (b) a majority vote when notice of intent to make the motion, stating the complete substance of the proposed change, has been given at the previous meeting within a quarterly time interval or in the call of the present meeting, or (c) a vote of a majority of the entire membership—any one of which will suffice.

And if there is no Secretary (present) any member can call the meeting to order and preside over the election of a chairman pro-tem.

No. A majority means more than half.

My hope that GuestXIV was more interesting in learning the facts than in arguing about them is fading.

Also find out what he thinks the effect of Censure would be. According to RONR, censure can only be done by a majority vote of the body imposing censure, and the effect of censure is to let the person being censured know that the body doesn't like what he did. There is no other discipline imposed. Censure is essentially a slap on the wrist, if you ignore the fact that they can't actually slap your wrist.

It's impossible to tell, based on a paraphrase of a fraction of the bylaws, what is going on. Whatever rules are actually in the bylaws will supersede any rules in RONR that conflict with them. If they say the board approves the minutes, then there's no need to get approval from the membership at all. if they say the board reviews the minutes, I'm not sure what that means. Your organization has to interpret its own bylaws. If they board isn't empowered to approve the minutes, then the secretary will present them for approval at the next meeting. In general under the rules in RONR the secretary is not prevented from seeking or getting advice from anyone before finalizing the draft minutes, and is under no obligation to follow that advice. Perhaps your bylaws have some rule that allows the board to advise the secretary, but I can't tell from here whether the secretary has to accept these suggestions. If the minutes are presented for approval at the next meeting, you may not know what changes the board has or hasn't been involved in, but you presumably would know if the minutes are correct, and if for whatever reason they are not, you can offer corrections.

No And for that matter, you're not required to send out a copy of last year's minutes. You can if you like. If you're sending out last years minutes so they can be approved at this year's meeting, that's a practice frowned upon by RONR. Better to appoint and empower a committee (or the board if you have one) to read, correct, and approve the minutes of the annual meeting as soon as they're available. Waiting an entire year is just a bad idea.

And to be clear, you do not have co-chairs (or co-anythings) unless they are explicitly authorized in your bylaws. You can have a vice-chair.

You would not find such a rule in RONR because ordinarily the quorum is assumed to apply to all meetings of the particular body. For some reason your bylaws make a distinction, but I couldn't guess why. Well, if I had to guess I'd say it was a mistake, but mistake or not the language is there until amended. Like Mr. Mervosh, I'd ask you to check your bylaws to see whether special (called) meetings are allowed at all. If they are permitted, but no quorum requirement for them can be found in the bylaws, then I believe RONR's default quorum would apply: i.e., a majority of all members of the body.

I think the member would have to be in the minority in his ideas on what would make the society better. or it would be a trivial matter to correct the behavior of the society by ordinary parliamentary means. It would certainly be problematic if the plaintiff in a lawsuit were able debate and vote on the defendant's decisions on whether and how to settle the suit.

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.