Gary Novosielski

It's a terminology issue. "Consensus" decision making means something else, and is strongly deprecated, so stay away from it like a "bad word". See RONR (12th ed.) pp. xlvii–xlviii. Your current phrasing is similar to "seeking unanimous consent" and that's perfectly cromulent under RONR rules. See [RONR (12th ed.) 4:58 But that happens in lieu of a discussion and vote. And when it's properly done it does get entered in the minutes, so it's perfectly "auditable". But once discussion has taken place, that ship has sailed, and you hold a vote. Still, the fact that there has been no stated dissent is a good reason to move things along, and put the question, e.g., Does any member wish to speak in opposition? <pause> If not, <pause> the question is on the motion to.... Those in favor.... If anyone objects before the vote begins, you can stop and recognize them, but when reminded in this way people tend to realize that further "debate" in favor of the motion would be pointless.

I would check to see that you read that correctly. If an issue isn't covered by the bylaws, or whatever SR is (Special Rules?), then the rules in the Parliamentary Authority (presumably RONR) would apply before the board starts doing whatever it can possibly rationalize. If it doesn't say that, you might start thinking about a bit of sprucing up of the bylaws. Fifty-five years is not an eternity where parliamentary procedure is concerned, but there could be some termites in there.

They could also meet beforehand and instruct the board not to cap the membership. Then the board would be unable act in conflict with an action of the membership. Or if the board passes it first, the membership can reverse the board's decision as noted above. The best way to "remove" the BOD at the end of the term is to find people to run against them.

Yes. 25:18 When the object is to adopt a motion without debate or amendment, the form is: MEMBER A (obtaining the floor): I move to suspend the rules and adopt [or “agree to”] the following resolution: “Resolved, That…” (Second.) The motion requires a second, and a two-thirds vote. There is no proper way to cut off debate by less than a two-thirds vote.

The board has only those powers granted to it in the bylaws. Are any of these actions authorized, or implied in the bylaws?

No. In the usual case (where the board is subordinate to the membership of the society), no action can be taken by the board which would conflict with any action taken by the assembly of the society. But it is not clear to me that a "survey" qualifies as an "action taken by the assembly". Action is usually understood to mean a motion adopted by the membership at a regular or properly called meeting of the membership, at which a quorum was present. If the board just decided to survey the membership to discover their opinions, and then went off and did the opposite, they're not in conflict with an "action" of the assembly, because giving your opinion on a survey is not the same as taking action by means of a formal motion. So if you give a more complete description of what's going on in your club, we might be able to give a better response. But, again in the usual case, the board sometimes needs reminding that the membership is the superior body and the board is the subordinate body, which is elected by the membership, and gets its powers from the membership, as reflected in the bylaws. For example, the membership can override an action of the board by moving to Amend Something Previously Adopted. [RONR (12th ed.) §35] It can also instruct the board to take certain actions, and the board is obliged to comply. Officers and Directors who assume powers not present in the bylaws can be subject to discipline or removal.

My thought was that if the board's power to confirm appointments arises between membership meetings, then action taken at a membership meeting could fill the VP office before the matter ever came before the board. I concede that this thought might have less than fully formed. 😕

But when the adjournment is at the call of the chair, members have no information at the time the motion is adopted. In this respect they are as much in the dark as absentees. They have no more right to grant any authority to the chair than they would to suspend the rule, which they may not do. For the same reason, I do not believe they can establish notice requirements, as it would conflict with a rule in the bylaws. And since prospective absentees will be notified when the adjourned meeting is called, it is clearly not the case that the former attendees are the only members with any rights--unless you're suggesting that former absentees may be omitted from the call, which I'm sure you are not.

I see it differently. When the "time to" is specified, attendees have received notice then and there. This comports fully with similar rules for previous notice of motions, which provide that oral statements during a meeting fulfill the previous notice requirement, without addressing absentees--less than ideal, in my view, but certainly well established. On the contrary, it is when a meeting is adjourned at the call of the chair that the members, attendees and absentees alike, are "provided zero notice" of when the session will resume. But in this case, when the call is later issued, absentees are notified. This seems more in line with the purpose and rationale of the original notice.

You raise some valid points, which form a good argument in favor of including such an exception in the bylaws, depending on the circumstances. I'm only asserting that it is not there now. We are told that the current local rule just says 10 days. 25:7 Rules That Cannot Be Suspended. 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.... Rules for required notice are not in the nature of rules of order and in addition, exist to protect absentees, so in my view they fall under the no-matter-how-inconvenient clause.

True, it does not say that, but neither does it imply anything to the contrary, or that this type of call is different from any other. Note well that the "...if feasible" clause is referring to the case where the time is specified, not to calls of the chair. It is saying that notice would be nice even in the case where the time is set, but that otherwise, it is mandatory. That may be, but again, there is nothing to suggest otherwise. In particular, 9:14(2) does not say "except in the case of a meeting adjourned at the call of the chair." RONR is normally quite good at noting even obscure exceptions in such cases. What's more, I do not find in 9:13-19 any articulable reason that the rational in 9:4 should not apply equally to the call of an adjourned special meeting as it would to the call of any meeting requiring notice. Other than to provide an exploitable loophole in the notice requirement, what would be the point of such an exception? Edited to add: 'll stipulate that "at the call of the chair" has a more fast-and-loose feel about it than other types of call, but I submit that this is due to its use in connection with a Recess. In that case, the membership is expected to remain either within or functionally adjacent to earshot. But when this is a call is a formal notice sent the secretary, that's a different matter

Thank you. I agree.

Yes. See: FAQ #2. Can ex-officio members vote, and are they counted in determining whether a quorum is present? “Ex officio” is a Latin term meaning “by virtue of office or position.” Ex-officio members of boards and committees, therefore, are persons who are members by virtue of some other office or position that they hold. For example, if the bylaws of an organization provide for a Committee on Finance consisting of the treasurer and three other members appointed by the president, the treasurer is said to be an ex-officio member of the finance committee, since he or she is automatically a member of that committee by virtue of the fact that he or she holds the office of treasurer. Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote. There are, however, two instances in which ex-officio members are not counted in determining the number required for a quorum or in determining whether or not a quorum is present. These two instances are: 1. In the case of the president, whenever the bylaws provide that the president shall be an ex-officio member of all committees (or of all committees with certain stated exceptions); and 2. When the ex-officio member of the board or committee is neither an ex-officio officer of the board or committee nor a member, employee, or elected or appointed officer of the society (for example, when the governor of a state is made ex officio a member of a private college board). Again, however, it should be emphasized that in these instances the ex-officio member still has all of the rights and privileges of membership, including the right to vote. [RONR (12th ed.) 49:8–9, 50:16.]

A requirement for notice is not required for adjourned meetings except for meetings at the call of the chair. [RONR (12th ed.) 49:16n2] And the local rule sets the limit for proper notice at 10 days. If notice were not required, as is true of adjournment to a definite time and place, then there is no 10-day rule to worry about, as there is no further call. But I see nothing to suggest that for meetings adjourned at the call of the chair that the notice requirement would be relaxed in any way, or would return to the default "reasonableness" standard. The bylaws say: It is still a special meeting we're talking about, and the rules should still apply, just as the other rules for special meetings survive past an adjournment. Of course, a society could adopt special rules for notice that distinguish between the notice required for calling a meeting initially, and calling an adjourned meeting, but I don't think that's true of the present question.

I concede that is the verbatim quote. Would you say that if a society had a bylaws provision to the effect that The executive board shall have authority over the society's affairs between meetings of the society's assembly, that this would imply the authority is abridged? By how much? Could the board not fill vacancies? Assume that no affairs are singled out anywhere else.

If the offices are to be filled at a membership meeting, and the assembly does not want to wait for board approval at some future board meeting (the word prior seems out of place there), there is a workaround. Fill the VP vacancy first. The VP will immediately become president, and then fill the VP vacancy second.

No, the seat does not become vacant until there is nobody in it. An ex-officio membership comes to an end when the officio (office--in this case the employment position) comes to an and.

I agree that the adjournment could be at the call of the chair, but I didn't mention it because it does not solve the local problem of the 10-day notice for any meetings called by the chair. If there were ten days to spare, the stub meeting would not be necessary in the first place.

Committees and small boards would be even clearer.

RONR leaves it up to the local council to decide on whether, and to what degree, the public may contribute. However, in the US at least, state law to some extent, will regulate public attendance at and sometimes speaking at, meetings of public bodies. Collectively, these are referred to as Sunshine Laws, Open Public Meetings Acts, or something along those lines. Consult an attorney if you have questions about Sunshine Laws.

Reasonable is what a reasonable person would consider reasonable under the circumstances. What might be reasonable for an association whose members all live in the same community might not be reasonable if the members were scattered around the globe. It's up to your organization to decide, perhaps on a case-by-case basis, or to amend the bylaws to provide a definite time interval. A majority is defined as more than half, yes. A meeting can be called to order without a quorum, but it can't do much of anything except to try to get a quorum, or set a time to meet at some point when a quorum is more likely. The bright side is that the minutes will be mercifully brief.

Then what exactly would the board do during its meetings? What do your bylaws say about the powers and duties of the board?

If the bylaws are silent, then RONR provides that meetings must be called a "reasonable" time in advance. When the meeting occurs, the rules for a quorum are the same as for any other meeting. If the bylaws do not specify a quorum for Board meetings, then he quorum is a majority of the living, breathing members of the Board. If the rules in RONR apply Non-members of the board may attend the meeting only with the permission of the Board. They can enter and leave in a swan boat, if the Board permits it. If they are permitted to attend, they may also be permitted to address the board, if the board approves by a majority vote. They may even speak in debate if the board approves by a two-thirds vote. But they may not vote under any circumstances, not even by a unanimous vote. Check your bylaws for any rules that may supersede those above.

There are no rules preventing it. But of course voters are free to take this fact into account when deciding whom to nominate or vote for

I can't find a rule that would prevent it, but it seems like a very bad idea. The Parliamentarian should not be debating or voting on actual issues, which would seem to conflict with the duties of a board member. It would be fine to have a rule that the Parliamentarian is to be present at board meetings, but being an actual member is bound to lead to trouble.