Gary Novosielski

That's not quite it. You do not need a quorum to adjourn to a future time. This is a motion that can be adopted even in the absence of a quorum. But the date, time, place if applicable must be stated in the motion. The meeting would be called to order, the minutes would note the presence of the presiding officer and secretary, and the absence of a quorum. A motion would be made, seconded, and voted on, to adjourn to a specific time in the future, and if passed, the meeting stand adjourned, to resume at that future time. The minutes would be brief, and would be approved at the next regular meeting.

Sorry, I agree with @Joshua Katz. It's true that secretaries don't have the power to go around making rulings, unless you have very unusual bylaws. This power belongs to the presiding officer, in the context of a proper meeting, and is subject to Appeal if the assembly disagrees. But If I read the question properly, it appears that the chairman did attempt to change the date of the meeting to one not stated in the original call, with less that a 10-day notice. If that's correct, the meeting was not properly called. The secretary's motives are not relevant to whether it was 10 days or not. By changing the date, the chairman destroyed the effect of the first call, and restarted the 10-day clock. Whether business conducted at an improperly called may be ratified is a question I'll defer to others to examine. But I can tell you that what the chairman should have done, once the 10-day limit was crossed, was to stick to the original date, and risk the lack of a quorum on that date, but allowing for those who do attend to adjourn to a future date without the need for further notice. Or better yet, if obtaining a quorum is a continuing problem, conduct his polls in advance of calling meetings.

Fair point, although I want to stress at the outset that even if the board doesn't have any power in this regard, I still maintain that it would not invalidate any business conducted at regular or properly called board meetings at which a quorum was present. The question of whether the board may fill vacancies would be governed by three possible bylaws provisions: An explicit provision that the board shall have that power or, alternatively, one that reserves that power exclusively to the membership. We are told that neither of these appear in the bylaws. Second, In the absence of either of the above, a provision that the board has authority over the society’s affairs between meetings of the membership would suffice. I think this is highly likely. We don't know for certain that there is such a provision, but we are told that the board conducts regular business meetings at which substantial business is conducted (which is the core the original question). It's difficult to imagine that this would be taking place by custom alone. The third, and most problematic by its absence, is a provision regarding the method of filling a vacancy in the office of president in particular. Without this, RONR says that the VP became president at the moment the president's resignation took effect. And we are told that if this rule did apply, the board certainly didn't follow it. So the only real question at this point is whether this created a continuing breach. But I think that, even if it did, the worst case would require dealing with the current officers' roster in some manner, but that it still would not invalidate the board's other business conducted since that time.

Yes, I think I knew that when I cut and pasted it, but as the Old Polish saying goes, "Nie mój cyrk, nie moje małpy"

It is true that the VP automatically succeeds to the office of president upon resignation or other vacancy that occurs in the presidency. So it's apparent that you got things somewhat messed up. So the question is, does the fact that one person was presiding over meetings instead of some other person cause everything that was decided at those meetings to be thrown out. And that's just absurd. Sure, there are things that could cause the actions taken at a meeting to be declared null and void, but this doesn't come close. As long as a quorum was present in those meetings, and that votes were cast by people entitled to cast them, the decisions were properly made, and would not even need to be Ratified (which they could be, if it came to that). It could be argued that having the wrong person in the wrong office is something that should be repaired, and as @Josh Martin suggests, there are ways that could be finessed, but given that what happened was what the board intended, and that the board would have had the power to do it that way, and no Point of Order was raised at the time, that it's just water under the bridge at this point. You can work to remedy the roster if you feel the need to, but the larger question of whether all the business done needs to be thrown out is a definite No.

Well, I think the divide between revision and amendments is specific to bylaws. Bylaws are a special case among documents, and are treated like a special case of Amend Something Previously Adopted. Revision/amendment of other documents is treated like the more general case of ASPA. which does not contain any such distinction. So I don't think the rules strictly require that the revision of an operations manual must come from a committee, even though I also believe it would be madness not to. There could be foolish and even harmful amendments if handled poorly, but the document itself is not as critical. Revising bylaws takes a lot more care and finesse. I would compare it to rewiring a circuit with the power on--mistakes, when they occur, can have consequences more immediate and more dire. Also, I don't view a revision of bylaws as "relaxing" the scope of notice requirement. The requirement itself is unchanged; it is the notice that is more expansive in scope, as it must be when the scope of the project is expanded. But amendments must still remain within it. As @puzzling points out, revisions to other manuals would be beyond the scope. There's nothing in the scope rule that's specific to bylaws but, in practice, issues are more likely to come up when working on bylaws, which is why we find it there in the book. But this is primarily because the notice requirement for a bylaws amendment is etched in stone, not because the subject matter is more consequential, even though it is.

I think the fault must lie with the keyboard. The fingers were there first.

Well, it's technically not rescinding the resignation, since it was never adopted, so it would be considered withdrawal of the resignation. So yes, it can be withdrawn unilaterally up until the moment that the motion to accept is placed before the assembly authorized to accept it. So at this point it is no longer an open question. It cannot be accepted, and its withdrawal does not require the permission of the assembly. At this point, no further action is appropriate, except perhaps in regard to the breach of decorum that may have occurred when he "laid into half the people". An apology would be nice.

I think the (relatively new, I believe) provision of 57:5 requiring that any revision must be the work of a committee applies only to bylaws revisions. But I think that the restrictions that require remaining within the scope of notice, while primarily applying to bylaws as a practical matter, arise naturally out of the nature of previous notice, when applied to motions which are not in order without it. In many organizations, the bylaws are the only document that requires previous notice for its amendment, but in this organization there is at least one other document that cannot be moved without proper notice. If any amendment were permitted that exceeded the scope of the notice, the notice would be invalidated and the main motion with it. That's not because the document is in the nature of bylaws, but rather because loss of notice would not just change the voting threshold, it would invalidate consideration completely, and reset the clock to 60 days, in the present case.

The term “vote of no confidence” is not used or defined anywhere in RONR, and there is no mention of any motion for such a vote. However, this does not mean that an assembly cannot adopt a motion, if it wishes, expressing either its confidence or lack of confidence in any of its officers or subordinate boards or committees. Any such motion would simply be a main motion, and would have no effect other than to express the assembly’s views concerning the matter. A vote of “no confidence” does not—as it would in the British Parliament—remove an officer from office. [FAQ #7] Being in arrears on dues is not an automatic revocation of any rights unless there is such a rule in your bylaws. If not, and possibly if so depending on the rule, then a member remains in good standing until formal disciplinary action deprives him of one or more rights. So the Director was apparently correct. (See RONR (12th ed.) 1:13 n3] If the election is approaching, the easiest way to change leadership is to vote someone else in. You mention a number of rules on special meetings, but I don't see any indication of who has the power to call special meetings. Is that information in your bylaws? If the election is too far away, you may need this advice on how to remove officers before their term is up: FAQ 20: How can we get rid of officers we don't like before their term is up? It depends. If the bylaws just state a fixed term for the officer, such as “two years,” or if they say the officer serves for a specified term “and until [the officer’s] successor is elected” (or words to that effect), then the group must use formal disciplinary proceedings, which involve the appointment of an investigating committee, preferral of charges, and the conduct of a formal trial. The procedure is complex and should be undertaken only after a careful review of Chapter XX of RONR. On the other hand, if the bylaws state a term for the office but add “or until [the officer’s] successor is elected,” or contain other wording explicitly indicating that the officer may be removed before the term expires, then the officer can be removed from office by a two-thirds vote, by a majority vote when previous notice has been given, or by a vote of the majority of the entire membership—any one of which will suffice. A successor may thereafter be elected for the remainder of the term. Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed. [RONR (12th ed.) 62:16.]

It depends on whether it is being moved as a revision, or as a series of individual amendments. It also depends on what the required notice actually says about it. If any and all amendments, including brand new provisions, will be allowed from the floor while it's considered, and if the notice makes this clear, then there will be no scope issues. And if this is a motion to Amend Something Previously Adopted, which it sounds like it is, It's not equivalent to adopting a proposal for the first time, so I'm not sure that bylaws rule applies, but this motion requires only a majority vote if previous notice is given, so a majority vote would be sufficient either way. Scope issues arise whenever previous notice is required for a given question, as is usually true for bylaws, but in your case it's true for other types of proposal. If the scope is exceeded the notice is effectively destroyed. In the simple case of a motion that has a lower threshold if notice is given, destroying the notice is not a big deal. It just raises the threshold from a majority to two-thirds (or a majority of the entire membership). But on a motion that requires previous notice, destroying the notice makes consideration of the motion completely out of order.

RONR has nothing against the practice. Unless somebody can find a rule or some motion that your organization adopted on the subject, I think you need to ask the person asserting this to show you the rule that applies.

Beware the rexcond bird and shun the frumious ileoth.

Regarding the recording of meetings, RONR says this: 48:6 The use by the secretary of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves. It is the actual minutes of the meeting, and not the recording, which are the official record of what occurred.

No. There is no such requirement in RONR. But for public elected bodies such as Town Councils or School Boards, state regulations may have requirements like this. If you think this might apply to your organization, contact its legal counsel for details.

And apart from this particular question, for future reference, there is no circumstance under which only members present at a prior meeting have the right to vote. Voting is done by those who are members at the time of the vote. This is even true when considering approval of minutes. Current members have every right to participate in the approval process if they were not present--or not even members--at the time of that prior meeting.

No. At this point, failure to have approved the agenda is moot. This does not affect the validity of any other votes taken at that meeting, which are recorded normally.

47:3 An office carries with it only the rights necessary for executing the duties of the office.... So it's arguably true that the language in that provision does confer that right.

Your plan is sound. I've used it myself in a similar situation. It is not necessary to have a quorum at that meeting. A presiding officer and a recording officer are the minimum needed. If the actual president and secretary can't do that job, pro-tem replacements can show up and elect themselves Taking a recess and adjourning to another time and place are among the motions that may be validly considered in the absence of a quorum, and would be reflected in the minutes.

Check with your attorney before assuming that a 2/3 vote is required. In public bodies, it is often the case that amendments to things previously adopted require only a majority vote. If substantial debate on these matters took place at the meeting, yet the minutes do not record any amendments having been agreed to, I don't know what to say. Did the Secretary/Clerk fall asleep? Get everything laid out on paper, and move it at the next meeting, down the the last decimal point, and then don't just approve it "as printed" but include the numbers in the minutes.

No, that's not correct, so there is nothing noted in RONR. It's up to the assembly how to do this. Some do it in the order that people were nominated, some do it alphabetically, some by drawing names from a hat. As far as RONR is concerned, there is no requirement that ballots must have names listed at all--voters can simply write the names. I would say that if the bylaws are silent, the name order should be the order that they were nominated, since that is the order prescribed in the case of a viva voce election--it's not directly relevant, but it's better than nothing.

Please be assured that they do. Well I mean, the motions arising out of their reports do.

Well, it doesn't define it, but it does use it once, in the Form and Example in the last line of 10:41. To answer the OPs quasi-question, In my experience a general observation would be that subordinate committee-like bodies created by an assembly tend to be called committees when they are populated by members of the assembly, and tend to be called commissions when populated by outside persons. But this is not in the nature of a rule at all, it is not supported by and actually contradicted by, certain provisions in RONR, and so does not even rise to the level of a guideline.

If the rules in RONR apply, no one is elected by less than a majority vote, so if only some candidates are elected, the remaining ones go on a second round of balloting, possibly with additional nominations from the floor. But you're incorrect in one respect. A majority vote means any number strictly greater than half the votes cast. It is not 51%, it is not 50%+1, it is any number more than half, by even the smallest amount. Any ballot that expresses a preference, whether it is for one candidate, or the full maximum number permitted, is counted as one vote cast. Take this number, divide by two, and any number of votes greater than this are required number to elect.

And apparently the chair read that provision and thought, "Hey, one less thing on my plate."