Gary Novosielski

It might depend in part on what the discipline process was. Presuming it was a decision of the full assembly¹, there is no appeal from a decision of the assembly. __________ ¹ Was it?

I agree that it is better to be explicit as to the intent. Merely stating that the notice of the meeting (I think this should properly be termed the "call") need not state the subjects to be discussed is ambiguous. What would be the result--a properly called meeting that could discuss anything, or a meeting that could not discuss anything, notwithstanding the fact that it had been properly called. Just eliminating the duty to describe the business does not remove the rule that governs what happens when it is omitted. The intent might seem obvious, but it's better off stated.

Given that the chart would present no additional information beyond what you've just suggested, why bother? Org charts typically contain the names or at least the titles of individuals. But in RONR the organizational relationships are between bodies, with the membership at the top, the board beneath that (potentially including an EC as a subset), and committees reporting to either of those bodies. Unless the society has a lot of time on its hands, I don't see the value of a chart.

So-called "friendly" amendments are not a thing. Amendments are amendments are amendments. Yes, a maker of any motion may modify it before it has been placed before the assembly, and a vote on it would not be possible until it is. But if, as is true in many organizations, the exact text of a proposed bylaw amendment must be made known before the meeting at which it is to be moved, then the motion would have to be moved in that exact form, or it would have to wait until a future meeting. But once it is being considered, it can be amended by normal means, as long as it stays within the scope of the previous notice, which is a topic that could take up a whole morning. See RONR 12th ed. 35:2(6), 35:4, 56:50, 57:1(2), 57:4–5, 57:10–13

Where there is no law, but every man does what is right in his own eyes, there is the least of real liberty. —HENRY M. ROBERT

But take @Josh Martin's advice to heart. Make sure you're not trying to include too much in the minutes. There should not be anything regarding who said what, or what both sides of the issue were, or why. Pretty much only what was moved, and whether or not it was adopted. For an example of properly done minutes, see RONR 12th ed. 48:8. Properly handled it's not a real high-sweat job. And a deliberative assembly really should have a minimum of two offers: one to preside, and one to record. Making one person do both is going to compromise one or both roles.

The prohibition is quite explicit in the definition of a Special Meeting: 9:13 A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. And see: 9:15 The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting. These exceptions allow motions such as amendment, referral, taking a recess, and other secondary motions that are necessary to properly conduct business, but that would not be included in the call. Nothing in these rules or anywhere else permits New Business. Edited to add: Well, unless of course the matters proposed to be considered under New Business are "clearly and specifically describ[ed]" in the call. Musteline behavior is not rewarded.

Yes. That's a partial solution, but if I read the original question right (Hey, it could happen.) they were looking for a way for the board to originally appoint the committee but allow the president to adjust membership between meetings. RONR does not seem to have anticipated this situation. And I'm beginning to see its wisdom in that regard. 🤪

Well, a 3-1 vote doesn't sound all that contentious, but i know what you mean.

Yes, it was. A 3-1 vote meets the threshold for a majority, two thirds, or even three fourths! The Management Company is simply wrong. Did they have a dog in this fight for some reason? Not only are they wrong, but they don't have a vote, can't raise a Point of Order, and even if they could, it would not be timely a day later.

Amending the minutes is not the way to accomplish things that should have been be done by a motion and vote, but weren't. The minutes should reflect what was actually done at the meeting--nothing more, nothing less. To answer the original question, if there are two candidates for one office, you hold what's known as an Election.

50:8 has to do with how a standing committee can be created, which is not what the OP asked, but even if it were, how ordinary committees can be appointed is covered in 50:13, and the original question suggests we're talking about committees appointed without a fixed term by means other than paragraph (d), i.e., without the involvement of the president. The question refers to 59:14, which says in part: [T]he removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see 13:23). And 13:23 confirms that under these conditions the president cannot replace committee members by his own act. The question was whether the motion creating the committee can authorize the president to act alone, notwithstanding any of the above.

No, I'm not talking about non-members. I was referring to the general principle in 49:12.

Duplicated

Well, that's incorrect. In a standard vote, an abstention does not count. A majority means more Yes votes than No votes, and an abstention is not a vote at all. There are some non-standard votes where this is not the case, but that does not appear to be relevant to this question. If the rules in RONR apply, a recusal is simply an intent to abstain. Quorum can't be "broken" by recusal because quorum does not depend on how many people vote. It depends only on how many people are present. Quorum is achieved when a sufficient number of members are in the room, whether they vote or not. But if you have special provisions in your bylaws for how votes are cast and how quorum is achieved, please tell us what they say.

Nothing in RONR would require such a motion. But your local rules might. Do you have a required attendance, or a maximum number of "unexcused" absences, or something like that? What is the purpose of your roll call?

Certainly. In fact, it was arguably unanimous, as there were no dissenting votes.

What do your bylaws say about the removal of officers? Is this a vote to remove someone as an officer, or to remove them from their directorship as well? Also, what is your understanding of the threshold that would be required for this vote?

I disagree, but I don't think that's responsive to the original question anyway. The question does not relate to the authority to appoint. That's not in question. It refers to the delegation of such authority to the president. It's a power not granted in the bylaws, and one which may run afoul of the prohibition against a board's delegation of its authority.

Not if it's done between meetings. And here we're not talking about creation, but of adjusting membership. And not just that, but delegating the power to remove members, specifically so that it could happen between meetings.

Rather than dragging a judge down to your meeting, you could ask for a court order that you could walk in waving. I think it's clear that once the ten-day buffer has elapsed, newly elected members must be sworn in at the very first opportunity when the next meeting is called to order. But I think you owe it to the voters to assert your (actually their) rights and not allow the lame-duck board to pull their next stunt, and the one after that..

Well, RONR disagrees, so there's that.

No it can't.

Unfortunate as it may be that the cross-references are incorrect, I think that, given the choice between interpreting the rules in a way that makes sense (i.e., the intended or original reference, as best it can be determined) and interpreting them in a way that renders them absurd or nonsensical, the proper course of action is clear. And yes, correcting the rules to say what they mean is a matter of the highest priority.

47:34 In the absence of the secretary, a secretary pro tem must be elected; the corresponding, financial, or executive secretary in organizations having such officers is not an automatic replacement. …