Gary Novosielski

The process referred to in RONR does not involve a board decision. Are you sure we're talking about the same process? Good grief, does it really say and/or ? I'm afraid your bylaws appear to have been written by lumberjacks or possibly deep-sea fishermen, not parliamentarians. 🙂

The process referred to does not involve a board decision. Are you sure we're talking about the same process?

I suppose they might mean members. But I think it's unenforceable in the case of the accused.

The bylaws don't specify when during the annual meeting the election must be held, so I think it could be scheduled at any point the membership wants. But you get new board members they can't vote at the annual meeting anyway because it's not a board meeting and they're not in session. The bylaws are somewhat ambiguous about when the terms of the current board end, but it would have to be before the convening of the first board meeting after the annual meeting. I think it's reasonable to assume that the terms end at the end of the annual meeting, but it's far from clear. Furthermore, the bylaws specify that the secretary will be the recording officer at membership meetings, but there is no mention of who presides over membership meetings. In most societies it is the President, but apparently not in yours?

I don't necessarily agree that that language applies to the accused. And RONR does not say "including the accused"; that is your assumption, and I think if it were true, it would probably have said so. I assert that those paragraphs on secrecy can be read as not applying to the accused, without encountering any contradiction. The secrecy is described as protecting the accused from defamation, and the society from being found liable for it. The accused cannot be guilty of defaming himself, however. In particular, I wonder how the society would be able to enforce such a requirement, especially after imposing expulsion as a penalty. I think there is something wrong with telling someone, "We're secretly accusing you of aggravated mopery with intent to gawk, and you can't tell anyone, including your lawyer." <see what I did there?>

Well yeah. Once the convention ends, there is nothing for the convention's rules to apply to. So the rules, including the part that says they continue to apply, no longer apply. A convention cannot impose its rules on a future convention.

If the Board wishes to decide on a matter that is before a committee, it may move to Discharge (§36) the committee from further consideration of that question. Discharge requires: a two thirds vote; or a majority vote with previous notice; or a vote of a majority of the entire membership, any one of which will suffice, except that if the committee has not reported by its assigned due date, only a majority vote is required.

On the contrary, executions should normally be conducted outside, if only to facilitate clean-up.

The quorum requirement, In Congress or elsewhere does not change based on voting. The number (e.g. majority) required to pass a resolution or elect someone does change based on the number of votes cast, but that's not the same thing. If the quorum is 51, that means that fifty-one members must be present for business to be conducted. If five members are absent, then the remaining 95 members fulfill the quorum requirement. If there were fewer than 51 present, no vote could be conducted anyway. A majority of 95 members is 48, assuming everyone votes, but if some members do not vote (i.e. answer Present), then this number can decrease. To determine if a majority has been achieved all that is necessary is that the number of Yes votes is greater than the number of No votes. If the number of Yes votes is less than or equal to the number of No votes, then the question is not agreed to. The number abstaining, or responding Present, or not responding at all, is not significant, as long as they are physically there.

Mr. Brown is quite correct. I had intended to include the name of the volunteer, and will edit my previous response to include it. I also see that the OQ may be referring to the nomination of the nominating committee itself, not to the committee's report, but the essence of the situation is the same. The committee can't change its own size, if the bylaws say it is a committee of five.

If the rules in RONR apply: The board has only such powers as are enumerated in the bylaws, or which are necessary to carry out actions it is instructed by the Membership to accomplish. The board cannot assume new powers to itself on the excuse that doing so is not prohibited. It is prohibited. And it would subject the board to disciplinary action if it attempted to do so. No action of the board may conflict with the bylaws. No action of the board may conflict with a decision of the Membership, and a board must obey such instructions as are duly adopted by the Membership. It does not issue instructions to the Membership, which is the superior body.

I wonder if the letter included any instructions directing the defendant that the charges must be kept secret, and some plausible explanation why.

You can't have people voting for more people than there are seats to be filled. I'm assuming that the chairperson office is separate from four board member positions. (As opposed to the chair being selected from among the five members elected?) And I'm assuming that the person was volunteering for one of the four board positions. If that's correct then: The nominating committee can't change the size of the board, as defined in the bylaws, to allow more people to be elected than there are open seats. In any case, after submitting its report, the Nominating committee has presumably risen, i.e. disbanded, since its job was complete upon delivering its report. Nominating committees typically have no role in the election itself, unless your bylaws say otherwise. So if my assumptions are correct, the ballot should have two sections, one for chairperson, and one for board members: Chairperson (vote for one) [_] Joe Brown [_] _________________ (write in) Board Members (vote for up to four) [_] Bob Baker [_] Carol Clark [_] Ted Thomas [_] Alice Andrews [_] Victor Volunteer [_] _________________ (write in) [_] _________________ (write in) [_] _________________ (write in) [_] _________________ (write in)

It seems to me that the right of confidentiality exists to protect to the recipient of the letter. If the member wishes to reveal the charges against himself, I don't see where the board would have any valid complaint. The fact that the letter "arose out of" executive session is not persuasive to me. By sending a letter, the board has effectively decided to make the facts in it available outside the meeting. They can't very well keep the charges secret from the person being charged, so although the proceedings of the meeting are secret, the contents of the letter they decided to send are not, and the recipient is not bound by the rules of a meeting he did not attend.

The bank may be incorrect. It depends on just what their rules say. If they really require approved minutes, that's a bad rule on their part, since the appointment of the treasurer was official at the time it was adopted, and it creates situations exactly like the one you're experiencing. What the bank may really need (you can ask to see their exact rules on this) is a copy of a Resolution adopted by your organization, or, if authorized, by the board. You have apparently already adopted one. The fact that the old officers are not available makes this trickier, but it is what it is. Hopefully the resolution contains the names and effective dates of the new officers, and the dollar amount they are authorized to sign for, and whether and when two signatures are required or when or if one will suffice. So make a good-looking copy of the resolution, with "Certified Resolution" at the top, the text of the resolution, and then a certification at the bottom with room for the secretary's signature. The idea is to impress the bank employee that this piece of paper is official enough that they would not get into trouble for accepting it as sufficient evidence. The text should be something like: I, <name>, <title, e.g., Secretary> of <Society> do hereby certify that the above is a true and correct copy of a resolution duly adopted at a regular <or properly called> meeting of its <membership or board> held on <date> at which a quorum was present, in witness whereof I have affixed my signature this ____ day of _____, 20___. ___________________________ <name> I am not a lawyer and this is not legal advice—just something I have seen work. The actual bank rules may say "approved minutes or certified resolution" and the employee may simply be underinformed. Yes, believe it or not, that could happen. 🙂

Absolutely. As are debate and amendment of the proposed changes before final adoption, as long as these amendments remain within the scope of the previous notice of what was to be changed. For example, if one of the proposed changes for which previous notice was given, was to raise the dues by thirty dollars a year, it would be in order to move to strike thirty and insert twenty, because that's within the scope of the notice. It would not be in order to change it to fifty, because that would be outside the scope of the notice. If you can give us some information about the proposed change, and what amendments you might like to see to it, we can comment further.

I'll put in my two cents on the subject. Since you're probably talking about a full revision of the bylaws, you'll need to appoint a committee to work up a draft proposal. RONR has a whole chapter (Ch. XVIII) devoted to bylaws which you should study. Pay closest attention to §56, Content and Composition of Bylaws. It contains advice on forming the committee and a detailed breakdown of the various articles, their purpose, and what they should contain, which would be good advice for any organization. There is a full sample set of bylaws included there. I would advise comparing that sample with your existing bylaws side-by-side, noting where your bylaws vary from the standard. Then evaluate whether that difference has been beneficial or problematic, given the experience you've gained over the time you've operated under the current bylaws. With the possible exception of different standing committees, there are surprisingly few truly necessary differences between the needs of a wide variety of organizations. In general, less is more. Where rules already exist in RONR, repeating them in the bylaws is often counterproductive, especially if the repeat is actually an inexact paraphrase. In a case where a committee member has an exciting new variation on the time-honored rules in RONR, my advice would be to have that member lie down quietly until the feeling goes away. 🙂

Your bylaws should contain (usually in an article near the end) rules for their own amendment, and these rules must be followed for any changes, even so much as a single punctuation mark. They will probably require at least previous notice of the proposed change, and a two-thirds vote of approval at a general membership meeting. [See RONR (12th ed.) 56:50]

You won't find any rules there, but such public comment periods are often mandated by state regulations. Some states only mandate permission of the public to attend and observe (excepting executive session), while others require that the public be heard from as well. Does your state have a school boards association? If so they can probably provide guidance. Or contact some other school boards to see what has worked for them. I'm familiar with New Jersey school boards, where hearing from the public is required, but the details are left to individual districts. My district settled on a set of rules that provided for, among other things, public comments limited to three minutes each, during two segments of up to 30 minutes each, one early in the meeting at which any topic on the agenda could be commented upon, and another prior to adjournment, with no restriction on the topic (within the bounds of germaneness to education, of course). These worked fine in an atmosphere where the public was generally supportive of the school system, often with one particular pet peeve. Things may have changed nowadays. I understand it's not a fair sample, but school board meetings that make the news nowadays seem dominated by rabid book-burners and Covid-deniers, so a different set of rules might be necessary.

Although the rule does say that it only applies to bodies with no special rule, the remainder of the sentence does not hint that the body may then adopt a special rule. It merely says that Extend Limits of Debate is available, presumably on a meeting-by-meeting basis. Furthermore, this rule only refers to speaking longer than ten minutes, whereas the situation described by the OP involves limiting it to five.

Well, if the meeting was not convened as previously agreed, I presume the absence of the attorneys would have been obvious. I would expect that someone might have commented on this situation before the meeting went forward. I guess it depends how important their absence was to whatever the purpose of the meeting was.

No, discussion in general does not belong in the minutes. The purpose of minutes is to serve as a permanent record what decisions were made, not to serve as a public information newsletter.

Why did the meeting go forward? If nobody objected at the time, it seems too late to do so now. It's hard to see how a continuing breach would be created, although I supposed it might depend on what decisions were made.

Yes.

What do your bylaws say, precisely, about the terms of board members? Specifically do they contain a phrase such as "and until their successors are elected," or perhaps "or until...?" Or do they just say "for n years" period? Does your quorum depend strictly upon how many people attend, or does the rule in your bylaws say "in person or by proxy" perhaps? Regardless of whether there was a formal adjournment, the meeting was in fact adjourned, unless the members are still there. Since the chair announced that the assembly would reconvene at a future date, that will be an adjourned meeting. It counts as part of the same session, but is a separate meeting, so the quorum requirement must be met as for any new meeting.