Gary Novosielski

There are sample bylaws and sample rules for electronic meetings in RONR 12th edition. If you start with those and change only those rules which absolutely do not fit your organization, you should be on the right track. But before changing them, check back here for advice.

One could argue in that manner, but one would be incorrect, unless the meeting were being held in the lobby.

Setting artificially high thresholds is a decision that most of those who adopt them come to regret.

But per the original question, they were all running for three identical open director seats, so this analysis does not seem to apply.

I agree with my colleagues that the interpretation by the parent organization seems completely correct. Since you did not have the power to accept the resignation, your actions with respect to building security and the bank would have been premature. Since the resignation was timely rescinded, Mr. Mitchell remains in office.

Are you certain these are ordinances? Quite often the legislative body passes ordinances which empower some officer or board to develop and promulgate regulations to implement the provisions of the ordinance. In other words, not every rule is an ordinance.

I think the question is whether you need anything further. A majority is more than half of the (living, breathing) members. Do you have additional questions?

If there are no applicable Sunshine laws or other superseding rules, no non-members of a body may attend its meetings, unless invited to do so by a vote of the body itself.

Not all of them, certainly, but a member of the public might, for instance, express dismay that a certain member voted a certain way which was at variance with what the member had promised before being elected, which comment would not be in order from a member after the vote. A non-member might also use the second person and get away with it. Again, if I were presiding, I would prefer all remarks to be addressed to the chair, but the public often finds it difficult to adjust to this method of speaking. Any significant breach of decorum would be out of order in any case, of course.

In my opinion this practice is bad form at best. I think it is a backdoor way for a member to seek to exempt himself from the rules of debate, decorum, criticism of the chair's decisions (other than an Appeal), criticism of the body's decisions (other than as a motion to rescind or amend them), or any other comments that would not be in order if attempted from his seat as a member. However, since the meeting is ongoing, and he is still a member of the body, I fail to see how any of those rules stop applying to him because he chooses to occupy a different location in the room. If he wishes to become a non-member of the board he is free to resign. If I were in the chair I would rule that since he remains a member, this behavior is inappropriate, and place the question before the body, to decide if it wants to put up with this nonsense or not.

In a case like this where it is desirable to be in executive session so that members may freely, yet privately, debate the merits of a motion or an election, but where the actual results of the vote should necessarily become public immediately, a common solution is: When all debate is completed and the members are ready for the question, a member makes (or the chair assumes) a motion to come out of executive session, and then the vote is taken in public session. The debate would not be included in the minutes in either case simply because the content of debate never belongs in the minutes. But this way no one is permitted to reveal what was said.

If it's possible for other town bodies--other than the legislative one--to create and rescind legislation on their own initiative, I can't begin to guess what, if anything, happens, or why.

A motion to dispense with the reading/approval of minutes puts them aside temporarily but they still must be approved. Any minutes that have not yet been approved come up for approval automatically at the next meeting, handled in chronological order. Simply ignoring them is not an option. None of this affects the validity of any actions taken at past meetings whatsoever, whether recorded or not. If they were not properly recorded, a correction to the minutes should be offered when they are up for approval. Motions that are duly adopted take effect the moment the chair announces their adoption, unless they contain a proviso with a later effective date.

I think contracts would only be needed if there is reason to believe that specific business reacted to them will come up. The secretary should have an up-to-date membership list.

If you are certain that they are not members, and if the rules in RONR apply, then they have no special privileges beyond those necessary to perform their duties. But check your bylaws carefully. By whom were these appointees appointed? Was that done within the rules? Presumably the secretary would need a right to attend meetings, because otherwise it would be impossible to perform the duties of recording officer. The same might be said of the treasurer, since the treasurer normally reports under the heading of Reports of Officers, but that's not as clear-cut.

It has been said that one counts heads, not hats. A member who wears more than one hat still has but one head.

Well, that may well be true, without affecting the answer. Is there some particular provision you know of that will require such a vote?

Try: https://archive.org/details/parliamentarylaw00robe/

Yes, and all I am saying is that no two functionally impossible existential situations are exactly alike. I can imagine a situation where a vote was held on which the very existence of an organization might depend--and on which I might vote No.

The question does literally say impossible, but that's not literally correct. Mathematically, it is not impossible for three-fourths of the membership to attend a meeting. It's not even impossible for all of the membership to attend, although it is even less likely. But I did say that the answer in PL was good guidance. I'd just reserve an actual vote for an occasion where I had all the facts. And it would have to be weighed against 25:7, which says: Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14.

Start by trying to rephrase that question without the Us vs. Them dichotomy.

I'd hesitate to make a blanket statement about a hypothetical. In Ques. 107 the situation is called "impracticable", since it is technically possible. But I agree that the guiding principle, to bend the rules only to the narrowest achievable extent, is a good one to keep in mind when deciding how to get out of bad situations.

Well, it's one example--in particular this one refers to an impractical quorum requirement: 107. QUES. The by-laws of a society provide that they may be amended by a three-fourths vote of the entire membership, notice having been given at the previous regular meeting. These by-laws were adopted when the society was very small. Since that time it has grown to more than 600 members. It is a necessity that the by-laws be amended to meet the requirements of such a large organization. Repeated attempts have been made for two years to amend them, but it is impossible to get an attendance of three fourths of the entire membership. What can be done about it? ANS. Since the society has adopted a provision for amendment in its by-laws that is impracticable to carry out, the only thing that can be done is to change that provision to a reasonable one, complying, in making the change, with the spirit of the existing by-laws as nearly as possible. The makers of the by-laws did not foresee that the time would come when it would be impracticable to secure the attendance of three fourths of the membership at a meeting. If notice of the amendment of this by-law is given as required by the by-laws, and it is adopted by a three-fourths vote of the members present, and then a mail vote is taken on the adoption of the amendment as described in R. O. R., pp. 199, 200, and three fourths of the votes cast are in favor of the amendment, the amendment is adopted by a method as nearly in the spirit of the by-laws as is practicable. While voting by mail is not allowed by R. O. R. unless it is provided for in the by-laws, yet this rule must be broken in order to comply with the spirit of an unwise by-law. In R. 0. R., p. 270, the committee on by-laws is warned against similar provisions in by-laws. [See Ques. 105.]

Yes, with the proviso that some rules, especially locally adopted ones, may contain some specific provisions about their own suspension, which would override the general rules.

Yes, I agree. If the bylaws specifically grant to the board the power to set the size of the board (within the stated limits). I considered this possibility to be somewhat remote, since this overall situation smelled like a power grab to me, although I might have assumed too much. Anyway that's what was behind my leaping to to a more general provision.