Gary Novosielski

The attorney, if asked to provide a citation in RONR to support that claim of confidentiality, will be unable to do so. Draft minutes are the secretary's draft, and RONR has no rule requiring or prohibiting their publication, except that executive session minutes are confidential. The secretary will distribute the draft to the members no later than the next meeting for approval at that meeting, but the assembly may instruct the secretary further on to whom and however else they should be distributed. It is recommended that whenever draft minutes are distributed, they are clearly marked as DRAFT minutes, subject to correction at the time of approval. There is no excuse for draft minutes remaining unapproved for years, and this is a question that should be looked into further. However, even for the most confidential executive session minutes, the general assembly may order their production--another fact that the attorney somehow missed. (see 49:19 quoted here) 49:19 Whether or not board minutes are protected by the secrecy of an executive session, the assembly of the society can adopt a motion granting such permission, or can order that the board’s minutes be produced and read at a meeting of the assembly, by a two-thirds vote, the vote of a majority of the entire membership of the assembly, or a majority vote if previous notice has been given.

Print a copy of FAQ#12 here and hand it to the chair at the next meeting. If it is not clear by then whether the chair intends to treat that motion as a motion to Postpone Definitely--and call it up automatically under Unfinished Business and General Orders, or as a motion to Lay on the Table--so that it will require a motion to Take From the Table, seek recognition and raise a Parliamentary Inquiry regarding how it should be handled.

I agree with @Richard Brown that the provision that minutes are available to members, and the provision that executive sessions can be held, can be viewed as an instance of the general v. the specific, and interpreted as such.

RONR has no particular recommendation on this point, so unless your bylaws have some rule on it, the Membership may appoint whomever they like to the NomCom. However, I will point out that RONR recommends that the President should have essentially nothing to do with the NC--should not appoint its members, should not be a member (even if made an ex-officio member of all other committees), and such. If you have a particular problem with board sycophants, maybe you want zero board members on the committee. And note that, in the usual case (but check your bylaws) the NomCom is appointed by the Membership, not the board, and reports to the Membership, not the board. It sounds like you and RONR are on the same page on this matter.

You should do whatever you would ordinarily do with the motion if the seconder had not resigned, since it makes absolutely no difference.

Yes you are free to put all manner of dreadful provisions in your bylaws, no matter how ill-advised, nor how absurd the argument for doing so may be.

Do the bylaws offer a majority of the entire membership as an option? It doesn't seem like they do. So therefore it is not an option. The rule in the bylaws supersedes the rules in RONR regarding Amend Something Previously Adopted.

Yeah, li'bit, kinda. 😉

That conclusion makes no sense to me. Whether the board was or was not in executive session is not a matter of faith, but of fact. The minutes will record a motion to go into executive session, and whether it was adopted. What the board "believes" beyond that point is not at issue. If minutes of a true executive session are improperly made public then that might be nonfeasance on the part of the person whose duty it was to keep them secret, and this can be dealt with through due process, but I fail to see how that affects the validity of the rule in the slightest, much less turning it into nonsense.

No there is no such rule. And so there is no reference to be found in RONR, since there is no such rule. Nominees need not be present when nominated. Paragraph 46:13 recommends that a nominating committee get assurances from their proposed nominees that they would serve if elected, but that would occur before the nomination is ever made, and might affect the committee's decision on whom to nominate. But even then the committee is not forced to do so, unless, as noted in 46:13, there is a provision in the bylaws to require it. This paragraph says nothing about being present or not when nominations are made. If a proposed nominee has agreed in advance to serve if elected, the person making the nomination may state that at the time, but again, this is not required; it may be a good idea depending upon the situation.

Yes, it is predominantly black and substantially white in 41:58, where we learn that all the items on an adopted agenda are either general orders or special orders, and therefore belong nowhere else. 41:58 By a single vote, a series of special orders or general orders—or a mixture of both—can be made; such a series is called an agenda. When an hour is assigned to a particular subject in an agenda, that subject is thereby made a special order unless, by footnote or other means, it is stated that the time is intended merely for guidance, in which case the subject is only a general order. Subjects for which no hour is specified in an agenda are general orders.

Presuming that this one-vote-two-vote business is in your bylaws, then a special rule of order may not conflict with it, no matter how large the vote or how inconvenient the provision.

Whoever is serving in the role of recording officer should be seated adjacent to the presiding officer. What possible objection do you anticipate?

It should be understood that such an Executive Committee or Central Committee is not a true committee, but is actually a board in all but name, and is therefore subject to the rules of a board, i.e., an assembly, and not a committee.

If all questions of membership must be decided by those two bodies, and if they must agree in order for a decision to take effect, the question I have is this: How can the president's decision to remove this member be considered valid? This appears to have been a unilateral decision of the president that was never referred to the two bodies which must decide all matters of membership. The president has only such powers as the bylaws and parliamentary authority (which cannot be Robert's Rules for Dummies, since it explicitly opts out of being used as such.) So, then where is this power documented, that the president may kick individual members out of the organization for his own reasons without the approval of the EC and Rep Council? If the two bodies do not agree then all of this is restored to the status quo ante, that is ante the president's unilateral decision.

Sounds like success to me. The more you do it, the more it becomes "customary". Most hornet nests do just fine in an unpoked condition, anyhow.

Well, then how in the world do you have meetings now? They must be getting set somehow.

Perhaps, but those are the only two ways they can vote.

I concur that this language indicates that this board does not have exclusive power over anything, and that in particular any authority regarding disposition of real property is specifically excluded. So the claims of this trustee, in my opinion, exist in the realm of fantasy. Paying attention to the highlighted text above, the board is clearly subject to the direction of, and therefore subordinate to, the membership. So the membership is free to establish committees to study the matter and provide recommendations to the membership--in short, to handle this matter as it sees fit. Even those routine matters which are delegated to the board do not indicate to me any hint that this should be an exclusive power, but rather a sharing of authority. And read as a whole, the language indicates to me that it is the membership, and not the board, that has exclusive authority over the disposition or acquisition of real property. The word shall indicates only the imperative nature of a rule that must be carried out, but does not imbue it with any sense of increased or decreased exclusivity compared to purely permissive rule. But as I am not a member, my opinions qualify as "free advice" and are therefore worth every penny.

The language of B. is poorly drafted, as it could be argued either way, but I continue to believe that the most likely interpretation is that the term "Board of Directors" comprises its living breathing members, and not its empty chairs. Ultimately, each organization must interpret for itself any ambiguities in its bylaws, considering them in the context of the entire document.

That would not be something addressed in RONR. I'm surprised that a personnel matter would be the subject of a public hearing in the first place, unless this was a case of a public hearing demand by an employee subject to discipline, if that sort of thing is in your regulations. Presuming it's allowed at all, I can see the logic of doing either one, although hearings by committees are more typical. In any case RONR has no rule on the subject. It will be up to your local rules and applicable law, so it would be a question better addressed to your legal advisor.

That's not sufficient. Such provisions must be in the bylaws. See 9:30

Agreeing with @Josh Martin, there's no way to logically divide it without some substantial changes. Simply dividing into three motions would leave one of the three projects funded by the 10,000 assessment, and the other two unfunded. Division of the Question does not atomically prorate any numeric values included in the original motion. You can, in the future, propose it as three motions each with their own assessment. But check your bylaws and regulations. If RONR is your parliamentary authority, assessments over and above dues are prohibited unless authorized in the bylaws. But since I know these assessments are not uncommon in HOAs, I would not be surprised to find such a provision exists.

With 54 votes cast, if the motion barely passes with 41 votes, there will have been 13 negative votes. And with 13 negative votes there must be at least 39 affirmative votes. But unless we reduce the vote count to 52 by subtracting two abstentions, there still must, in practice be 41 Yes votes. A defection of one vote would give us a 40-14 vote, and 3 × 14 would require 42 votes. @Atul Kapur is correct. This is an extension of the quick test that a 2/3 vote requires the affirmative to be at least twice the negative. For a 3/4 vote, the affirmative must be thrice the negative. In general, for any required fraction n/(n+1), i.e., 4/5, 5/6, 6/7, the affirmative must be n times that of the negative.

Certainly, but that's because in order to reach 54 votes cast, the number of No votes will have necessarily increased to 13. With 13 No votes, a vote of 3 ×13 = 39 votes could adopt the motion, so you could afford two more abstentions, bringing the total voters to 52. But if those two do not abstain, they will have to be Yes votes, making 41.