Gary Novosielski

Be that as it may, it is still my view that the intent of the state law is also clear in its intent, and takes precedence. Attempting to find a cute way to phrase the bylaws will be to no avail.

I agree. Calling a tail a leg doesn't make it one.

No kidding, I gotta kick my spelling checker in the butt. Apparently it has seen it both ways. And it doesn't even try to blame it on the British. But you have to admit--nauseum v. nauseum is really splitting hares. 🫢

I counter-agree. You are, of course, correct. I will have to sue the authors of my spelling checker for neglojince. But I suppose my damages would be--oh, what's the phrase?--Mickey Mouse!

@Josh Martin just saved me a lot of typing. I quite concur, particularly concerning the chair "making" the motion. Once unanimous consent has been called for, the chair would simply say: "Objection is heard; the question is, shall the rules be suspended to take up the <item> out of its prescribed order?" (Two thirds vote required)

A copy of the resolution authorizing the bank activity, certified by the secretary and president, and stating that it was passed at a [regular/properly-called] meeting at which a quorum was present, will absolutely work. Ask me how I know. Edited to add: For a belt-and-suspenders approach include this in the resolution: And be it further Resolved that a certified copy of this resolution be prepared forthwith and supplied to the Last National Bank.

While the budget is pending and being debated prior to adoption, the normal amendment process outlined in RONR (12th ed.) §12 applies, as with any main motion. Amendments require a second, are debatable, and need a majority vote to be agreed to. Once the budget has been adopted, things change. In order to make changes later, the motion to Amend Something Previously Adopted, §35, applies, which requires any one of: a two-thirds vote; a majority of the entire membership; or, with previous notice, a majority vote.

First, the advice to delegate minutes approval to a committee is given with respect to annual meetings, not to assemblies that meet as frequently as monthly. Second, the value in getting approval a week or two sooner is de minimus, and is offset by the necessity of the secretary's having to prepare the draft in a shorter time, which might hinder rather than aid the goal of accuracy. Third, if it is practical to have the assembly meet monthly without undue hardship, it cannot be claimed that is "impractical to bring [the committee's] members together for a meeting" [RONR (12th ed.) 51:2] which meets with equal frequency and identical membership. So the permission to decide anything based on the agreement of absent members would not apply. Fourth, even if it did apply, allowing a committee to act based on the agreement of every one of the committee's members [Ibid.] is, in my view, limited to deciding what is included in its report to the parent assembly, and does not extend to other delegated powers

Yes, but that would still be a meeting. And it would provide no discernable advantage over simply waiting, as RONR recommends. If the society had established a Standing Committee on Frivolous Affairs, it could simply be referred there. 😀

Minutes can only be approved at a meeting. So unless your bylaws authorize some sort of electronic meeting, where everyone can hear each other, that's going to be difficult. However, your question appears to presume that waiting a month to approve the minutes is somehow problematic. It shouldn't be. Waiting a month to approve the minutes is practically commonplace among countless organizations. What may be at work here is the misconception that the minutes must be approved before the motions recorded in them can go into effect. This is not true. In the ordinary case of a main motion that does not contain a proviso setting a future effective date, the motion goes into effect as soon as the chair says "The ayes have it,...." Approving the minutes the next month is just a bookkeeping matter to make sure that the permanent record of that meeting is accurate. Nothing has to wait for approval.

I'm confused. If it's stated in the Constitution that it can be made by the Executive Board, then that is somewhere in the Constitution. What sort of guidelines or instructions are you looking for? What exactly does the Constitution say about dues?

Yes, the rules in §35 certainly are are applicable, but they contain no description of the three forms of amendment as they apply to words or paragraphs of the text being amended, yet the examples in §35 demonstrate that these forms do apply. It is assumed that the reader is familiar with these forms, detailed in §12, which is the only place these details appear. Thus, to say that §12 does not apply is something of an overstatement. In the context of giving advice on how to word (even) a constitutional amendment, §12 is the more valuable resource, it seems to me.

Now you might see what I mean: These lines are a description of what changes should be made to the bylaws, but they do not say what those changes are. In a properly formed motion, there will be no doubt exactly which words, letters, and punctuation marks that were in the former bylaws will no longer be there, and exactly what words, letters, and punctuation marks that are not there now will be there when and if the amendment is adopted. (See RONR (12th ed.) §12. AMEND) Oh, and there's nothing there about any trial period, effective date, Past President, Executive Committee, Nominating Committee, or Communications Liaison.

Agreeing with @Rob Elsman, if that's what you mean by Summary, it's just notes taken by the secretary and saved. No formal approval is required, since this is not in any sense a formal record.

What you listed above is not a motion. It apparently is intended to be a bylaws amendment, but is not in the proper form. You need to specify what specific language in the bylaws is to be replaced or deleted, and the exact words that will be added or inserted in its place. The point regarding a trial period does not belong in the bylaws, but rather as an instruction to Executive Committee to reëvaluate. What happens between the time that the trial expires and someone finishes reëvaluating? This is bound to cause trouble. And it's apparently said twice. Why? The general rule is that unless the motion to amend the bylaws contains a proviso that it will go into effect at a later date (which this one does not) then it goes into effect if and when the chair announces the result of the vote (presuming it passed). But the motion needs major work before it is ready to be considered. And it may well be that it should be more than one motion, since people may favor one change and not others. Edited to add: Ah I see it was already approved. Well in that case the Past President position ceased to exist on June 1st. The rest of it, your assembly will need to figure out what it means.

No, you can't suspend an entire section of the bylaws, especially one concerning removal from office. And even if you could, it would require a 3/4 vote of the membership, since the rule you're proposing to suspend has that threshold. So, there is little to be gained even if it were suspensible.

The quick way to calculate "two-thirds of those present and voting" is to see if there are twice as many, or more, Yes votes than No votes. If so, then the motion passes. Abstentions, if any, are ignored.

Well, no, but it's also not correct to force them to choose from the three options the board is suggesting. They should be free to debate, amend, or even reject the motion proposed by the board. What you can do is distribute a survey to all of the stakeholders in this particular decision, and get an idea of what they would prefer. You can even ask non-members who might have an interest in the outcome. Then when it comes time to consider the question formally, the members present can take these opinions into account when reaching their decision.

My question was whether the grievance process, if followed, would result in the removal of an officer. If so, and there is no other method described, then that is the method, and the "or until" rule does not apply. It is up to the organization to interpret any ambiguities in its own bylaws, but with respect to the rules in RONR, there is no ambiguity: "Of course, if the bylaws themselves establish a procedure for removal from office, that procedure must be followed." [FAQ #20] And it's clear your bylaws do establish such a procedure. So the "or until" rule is not available to you.

That's utterly unworkable. I have no words. Well, except those. 🥴

If the grievance procedure can result in removal of an officer, then it would supersede the rules in RONR, i.e., the "or until" rule.

Well the Section 12 that you posted above seems to contradict that.

And if there is no mic available to drop, bring one of your own.

Something odd there. In any case here's what the FAQ says, in part: 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.] <amendments in original> I think the most relevant sentence is the final one.

I dunno. What if a frog had wings?