Gary Novosielski

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.

I would agree if the distinction between election by the members and election by the board were made in the Articles of Incorporation, but I don't think that can be backfilled by a provision in the bylaws.

One reason might be the price.

This Bylaw is in conflict with the Articles. A provision in the bylaws cannot deactivate, suspend, or relax a provision in the Articles of Incorporation. I do not agree that there is a way to read them as non-conflicting, without qualifying the term limits in a way that the original language does not allow for.

It is also available in Kindle format from Amazon.

Sure. The "matter of a cap" is not in effect unless and until the bylaws amendment is adopted. Until then, the current bylaws continue to apply until amended.

RONR is correct, and whoever is directing you otherwise is not. You are moving the recommenced motions on behalf of the committee which you chair.

That's a question of IRS regulations, and should be addressed to a tax lawyer.

Apparently not. You appear to be relying on a distinction between election and appointment, when in fact there is no practical difference. When the board appoints a person to fill a vacancy, how do they decide whom to appoint? By election. And your bylaws seem to say say that once having served two terms, the impediment to serving on the board is permanent. Most bylaws specify that after an appropriate interval a previously termed-out person may again be eligible for election to the board. Yours do not. There are one (1) or two (2) other clues that they might benefit from a review. So after a certain number of years, unless your group continues to grow (or at least experiences significant turnover) you may be faced with a situation that no qualified candidates are eligible to serve on the board.

That's an interpretation not supported by standard English grammar, nor by any analogous rationale in RONR. The word required does not apply to required meetings, but meetings which require notice because of a regulation. Your interpretation is very apparently motivated by your desire for a particular outcome. I wash my hands of this thread.

No, you're not properly quoting the requirement. The first sentence applies to all meetings, (including required ones) and says that the time, place, etc, must be in the notice. That's fairly obvious The second sentence applies to the case of special meetings. All special meetings require notice of their purpose, as do any other meetings where a rule requires that they do. This does not say that any required meetings need a notice of their purpose. A meeting which is not special and has no special notice requirement needs no prior notice of its purpose, i.e., presumably, it's "actionable items".

Because adopting the Previous Question ends all debate on the pending question and proceeds to an immediate vote. If a paragraph is being considered seriatim and an amendment to that paragraph is under debate, then the pending question is on the amendment. Moving the Previous Question on only that amendment would cause a vote on the amendment, and proceed to further debate on the document as amended. But moving the Previous Question unqualified, would proceed to a final vote on approval, which is probably not what is desired, at least not yet. There is no vote to approve individual paragraphs. Only if amendments are offered is there anything to vote on. And if no amendments are offered, I'm not clear what is being debated at that point. Those who want to amend it will move to do so, and that would be debatable, and end with a vote. Those who oppose it completely would move to strike it completely, and that would be an amendment and open to debate and vote. But those who favor the current wording as is, or as already amended, will remain silent, and so any occasion for debate would seem to be naturally limited. Under what situation would a paragraph being considered, with no amendment pending, be debated at all—or at least to the point where a motion to limit it was required? (I think all it would take is a reminder from the chair such as "Okay, if there are no amendments to this paragraph, let's move on.")

Yes, I agree fully. The requirement applies during debate on that report while it is pending in the assembly. So I agree that saying that all committee deliberations are confidential would be overreach. My point was that saying that non-exec. deliberations are never confidential in any way is also overreach.

RONR does not contain any budget rules at all, much less a rule like that. but your assumption does not, in my view, meet the requirement to interpret the language in its ordinary meaning. Even if the prior year's budget remained "in place," it would authorize no expenditures in this year. None of the months of Fiscal Year 2023 have any budgetary amounts allocated past last year's end. You cannot, for example, discharge your tax obligations for this year by saying that you paid your taxes last year. There are no requirements for leaders to vote on things. It might someone's responsibility to develop a budget for this year, and they should be prevailed upon to fulfill that responsibility. The leaders may have the duty to call meetings, but your bylaws might also specify that an Annual General Meeting is required where things like budgets and elections are commonly voted on. The leaders might have to schedule this meeting, or the dates might be specified directly in the bylaws. I don't think it can be reasonably assumed that those who approved last year's budget intended for it to extend beyond its end date, even if the present membership wishes that it could.

I think this may be the culprit. As I read this, It says that special meetings require the purpose to be disclosed, and meetings that are by statute required to disclose the purpose must also do so. It does not say that all meetings required to be held must disclose the purpose in the notice. The "required" refers to a required notice, not to a required meeting. Your "side note" appears to misinterpret this language, which is admittedly less than perfectly clear. In fact it's superfluous, since there is no reason for the bylaws to contain language saying that they comply with applicable procedural regulations. That is a given. TL;DR: In my opinion, the annual meeting therefore does not require its purpose(s) to be listed in the notice. Its purpose is to satisfy the bylaws requirement, which already specifies at least some of the business that must be conducted, and does not rule out any other new business.

Yes, if this is an office listed in the bylaws then a bylaws amendment would be required to eliminate it. And depending on the type of organization, there may be legal regulations that apply. Can you supply more details?

Yes. The motion you're looking for is Rescind [RONR (12th ed.) §35]. But you can't undo something that was already done while the motion was in effect. Only the uncompleted portion of the work can be stopped. And there may be legal implications if this work was being done under contract, which would go beyond the scope of this forum

It depends on how your board is organized. The two common methods are: The membership elects a president and other officers, plus some additional directors, all of whom make up the board. The membership elects a number of directors which constitute the board, and the board then elects officers from among its own number. The answer to your question depends on which (or what other) method your organization uses. If the membership elects the presiding officer directly, who is then a member of the board because of that office (ex-officio), then resignation from the presidency removes one from the board as well. If the membership elects the board and the board elects officers, then the president can resign from the presidency without resigning from the board.

Committee meetings are somewhat different from meetings of actual assemblies. The use of an agenda would be unusual to begin with. A lot depends on what sort of committee this is, Standing or Select (ad hoc), and on what the committee was charged with by the parent body. What type of new business are we talking about, and what makes you think it's a problem (if you do)?

I have seen quorum requirements that provide that a certain percentage of members plus a certain number of officers must be present to hold a membership meeting but I consider those provisions to be misguided. At a meeting of the membership, board members should be present only as general members, with no special deference, except for the presiding and recording officers who have the usual roles. In the examples given above I think it makes the most sense to assume that the two requirements apply to the two types of meetings: one for board meetings and the other for membership meetings. But only after reading them in the full context of the bylaws (which I am not volunteering to do) would I be willing to put money on it.

Well, yes, but they do so, at least in part, by allowing plurality voting. And I still have a problem with filling 100 positions (whether alternates or delegates) and yet not allowing members to cast 100 votes. I don't think the bylaws address that objection. Would it be fine to elect three candidates to a board and allow members to cast only two votes?

Ex officio does not mean non-voting. It means membership because of holding some (other) office. If you have some bylaws provision that an ex-officio member has no vote, then that member has no vote. Otherwise they have all the rights of any other member. The phrase voice but no vote appears in some bylaws but it does not appear anywhere in RONR. Your organization is responsible for interpreting its own bylaws, so anything I say is just a guess, but since motions are typically made using the voice, it seems reasonable that such a member could make motions. RONR says nothing on the subject except to say that if your bylaws are ambiguous, you should fix them.