Gary Novosielski

If a correction is offered and there is not unanimous consent in agreeing to it, then the correction is treated exactly like an amendment to the language of the draft minutes. It would take a majority vote to agree to the correction, otherwise the draft language remains. The difference is that there does not have to be a final vote on the draft (as there would be for a motion) since failing to adopt the minutes is not an option. Once all corrections have been handled (accepted or rejected) the chair declares the minutes approved as corrected.

Well, that's certainly true, but it didn't seem applicable here, where the question was not whether the committee had the power to execute decisions, but whether the president acting alone could do so.

Then I am not sure what presidential declaration you're relying on that would have allowed you to amend your bylaws by mail. It seems to me that your bylaws were never, in fact, amended and whatever rules were in effect then are still the ones in effect today. If you want to be able to use any absentee voting for any reason it must be provided for in your bylaws, and appropriate rules for how the election is to be carried out (e.g. the dual-envelope method outlined in RONR) should be adopted. And of course any vote to implement such a change must still be carried out by in-person voting.

The previous notice is still valid. An agenda is not considered a valid method of providing previous notice. Perhaps you are referring to the call of the meeting issued by the secretary, which would include it. Also, if the secretary distributes a draft copy of the minutes before the next meeting the minutes will include any notices given during that meeting.

I'm aware of a CDC guidance document giving advice on in-person meetings, but I am not aware of any presidential directive that would have superseded your bylaws' provisions regarding their own amendment. Are you a federal agency, or a private organization?

No, that's just silly. Errors in judgment, grammar, or even punctuation need a method to bring them again before the assembly for amendment or rescission. The classic example of the importance of so much as a single comma is demonstrated by the difference between: "Let's eat, Grandma!"; and "Let's eat Grandma!" The motions Rescind and Amend Something Previously Adopted are covered in §35 of RONR. As long as the original motion has not been fully carried out, there's still an opportunity to put things right. Apparently your One Board Member laid the Book aside before reaching section thirty-five. 😏

RONR strongly recommends that no voting method should be used that counts the votes of present members along with absentee votes. The authors of your bylaws apparently decided not to follow that advice. But those are your rules, and they supersede the rules in RONR. You say that absentee votes can be submitted at the December meeting. But when and where is this ballot box made available? Is it before the December meeting? During? After? Is the box left unattended, or is it attended by a poll worker who has a membership list showing which members voted in person so that they cannot vote again, and assuring that ballots are properly double-folded before being placed in the box? In any case, if you believe that this procedure violates the bylaws then you should raise a Point of Order in a meeting that this method is being allowed when it should not be. It could conceivably invalidate the entire election, depending on some other factors. Please supply some of these additional details.

Your example of an Internal Auditor would, in my view, not be an officer position, but is usually an Audit Committee, which in some cases might be a committee of one. I suspect that many of these additional "officers" might more appropriately be chairmen of ad-hoc committees assigned a specific task.

It surely may be.

No, I believe I said that they could adopt a joint recommendation to the board that the board should establish such a committee. The board could then decide whether or not to do so, or perhaps find that it was not in order to do so, according to 50:10.

And I'm contending that the language of 41:28 creates a specific exception to the rule in 41:5, which according to Principle of Interpretation 3, yields to it

I agree with Mr. Martin's response. I would suggest though, that it would not strain the rules too much for the two committees to adopt a joint recommendation that such a new committee be established, if they could agree on identical language to be reported to the board. But the board would still be obligated to refuse such a request if they determined that it would conflict with the provisions of 50:10.

This cannot be the case by the member's own rule, since RONR does not explicitly authorize holding silly positions, nor does it prohibit them (more's the pity). Point out to the member that RONR does not specifically allow the wearing of clothes during meetings.

I am not a lawyer, but I believe there are legal scenarios where it becomes a matter of some importance just who the officers of an organization are. In this case it strikes me as a good idea that the bylaws clearly establish which officers are Officers, if you will. I think in most organizations it is not necessary to consider everyone who is assigned a special task by the board to be considered an officer, which could result in the corps of officers varying in size as some of their number pop into and out of existence.

Well, if history has taught us anything, it is that an assembly cannot be forced to do something that it wants to do anyway. 🙂 The question, it seems to me, is whether choosing to include one or more of the optional headings would require the adoption of a Special Rule of Order. I maintain that 41:28 says No--that a society for which the Standard Order of Business is the prescribed order of business may choose to use those optional headings without creating any conflict with that prescription. In this case I believe they could just decide use one or more of these authorized options by unanimous consent or in case of objection, with a majority vote--or for that matter simply as a result of prior custom.

This is generally correct, but I would note that: 1.) This appears to be a small board; and 2.) The vote was originally taken by ballot, and presumably will be taken by ballot again. 3.) In the original scenario the presiding offer was not a member, and therefore could not vote, no matter what.

A Special Rule of Order would be required to adopt an alternative order of business to supersede the Standard Order of Business. But 41:28 tells us that these optional headings "may be regarded as optional in the order of business prescribed by this book." If they are regarded as authorized options by RONR, there is no need to supersede anything. Certainly previous notice and a two-thirds vote or MEM is severe overkill when all that should be needed is an agreement among the assembly to use one or more of the options.

But Section 4 says there are yet more officers who do not have fixed terms. How do we tell those from the "other officers" who do have fixed terms?

It's not necessary to approve them, since committees speak through their reports, but if the memoranda are going to be kept for historical use, it couldn't hurt to review them to see if anything needs to be corrected. But there is no requirement in RONR that they be preserved, as is the case with minutes.

It's not part of the standard order but is listed as an optional heading, which if used would occur after New Business, so apparently it is in order to use it without needing to pass a Special Rule of Order to do so. [see RONR (12th ed.) §41] If there's some dispute on its use, a majority vote would decide the issue. 41:28 Optional Headings. In addition to the standard order of business as just described, regular meetings of organizations sometimes include proceedings in the categories listed below, which may be regarded as optional in the order of business prescribed by this book. 41:34 Good of the Order, General Good and Welfare, or Open Forum. This heading, included by some types of societies in their order of business, refers to the general welfare of the organization, and may vary in character. Under this heading (in contrast to the general parliamentary rule that allows discussion only with reference to a pending motion), members who obtain the floor commonly are permitted to offer informal observations regarding the work of the organization, the public reputation of the society or its membership, or the like. Certain types of announcements may tend to fall here. Although the Good of the Order often involves no business or motions, the practice of some organizations would place motions or resolutions relating to formal disciplinary procedures for offenses outside a meeting (63) at this point. In some organizations, the program (see below) is looked upon as a part of the Good of the Order.

RONR does not use the term "committee summary". If by that you mean some document in the nature of minutes, then it's probably not necessary. A committee normally does not keep minutes, but may keep notes for its own use. The decisions of committees, rather than being recorded in minutes, are documented in their reports to the parent body, which have presumably been approved by majority vote of the committee. So if that's what you mean by a "committee summary" then yes, it should be voted on (or approved by general consent) by the committee before being reported to the parent body.

None, if the rules in RONR apply. But check your bylaws to see if there's some section granting such powers to the president. In the usual case, the committee would report to its parent body (which is?) with recommendations, and that body would decide if, when, and how those recommendations should be implemented. The role of the president is limited to presiding over the meeting.

I can see why you have been asked to clarify it, since it lacks clarity as written. It looks like some officers have a term specified and other don't, but there's no bright line to indicate which is what. You should look into modifying the bylaws to more clearly reflect the actual wishes of the society.

The president should relinquish the chair if he intends to enter into debate on the issue. If he needs to move the item himself rather than having another member move it, he should probably relinquish the chair before doing so. But it would not be improper to address the need for this particular motion during the President's report, explain the rationale, and I think even urge others to support the motion when it comes up later in the meeting. In that case, if he can get another member to move it, and does not intend to participate during actual debate, I believe he can remain in the chair while this item is considered.

So did I, originally, but the fact that an election was to take place, and it seemed to be the case that "the board" was making up rules for the election, I changed my assumption. It's not unheard of for a board to consider itself "in charge" of the membership and start issuing directives. While it's possible the bylaws might authorize such actions, it's not the usual case if RONR applies. In fact it's the exact opposite.