Leo

It is moved and seconded to adopt the budget [presented]. The board shall be the governing body and direct the policies of the organization. Matters affecting the policies and means of accomplishing the objectives of the organization not otherwise provided for in the bylaws shall be vested in the board.

The delegates at the annual convention adopted an annual budget. The bylaws are silent on the adoption of an annual budget, and they are silent on amending the annual budget. Does the board have the authority to authorize any unbudgeted expenditures? Does the board have the authority to reallocate the funds?

The citations, “If notice is to be sent with the call of the at which the amendment will be introduced, the society is responsible for paying the cost of sending such notice, not the member proposing the amendment.” similar to those on page 92, and page 123, in that it deals with the society mailing material out to the members. The question concerns members mailing material in to the bylaws committee; that is in to the society. Is the society responsible for paying the cost of a certified mailing return receipt requested? If members individually mail bylaw amendments to the bylaws committee using certified mail return receipt requested, is the society responsible for reimbursing those member individually?

According to RONR the society bears the burden of expense for mailing notice of a meeting [p. 92] and for mailing notice of a motion [p. 123]. If the society’s bylaws require members to mail bylaw amendments to the bylaws committee by certified mail return receipt requested, does the society bear the burden of the mailing? The cost of mailing a certified return receipt requested letter is about $7. It seems to me the society should pay for the mailing otherwise the cost of free speech will be about $7. Paying annual dues which is a burden to each member entitles each member to “full participation in its proceedings, that is… the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership¾or of any basic rights concomitant with tem, such as the right to make nominations or to give previous notice of a motion¾except through disciplinary proceedings.” p. 3, ll. 2–9. Although this is not a major expense, it does mean that any member wishing to participate in the procedure fully int the proceedings of a motion to amend must forfeit the $7. RONR specifically addresses the burden of cost for outgoing mail; does this imply the same rule applies to incoming mail?

Isn't this a question of a delegate representing a constituent body voting at a convention p. 605, lines 26-29 A delegate isfree to vote as he sees fit on questions at the convention, except as his constituent unit may haveinstructed him in regard to particular matters scheduled for consideration.

Thank you John. I didn't think about the "related to" issue.

Thanks Richard. The other alternative will not work in this case.

In the absence of the president, the vice president, and a quorum with important business that must be conducted before the next meeting where meetings are held less frequently than quarterly, can the secretary call the meeting to order and conduct the meeting for the purpose of moving to fix the time to which to adjourn? Or, in the same situation, can the assembly in the absence of a quorum elect a chair pro tem to conduct the meeting for the purpose of fixing the time to which to adjourn?

As an example, two sections of the article on the board of directors state Section 1 The board shall consist of ten directors. Section 2 Any vacancy may be filled by a majority vote of the board. If there is a resignation leaving nine directors and creating a vacancy: 1 does the optional “may” in section 2, allow the vacancy to be filled or to stand at the pleasure of the board, or 2 does section 1, require the vacancy be filled as soon s possible?

Thank you Josh. That helps quite a bit.

The XYZ standing committee at a properly called meeting, at which a quorum is present, adopts a motion, by majority vote, establishing the PDQ subcommittee to perform the function of ABC. In my opinion, at the next assembly meeting, the XYZ standing committee's report should indicate the fact that it established a subcommittee to perform the function of ABC. My concern about the issue is that the establishment of the subcommittee should be traceable in the association's documents, in this case the minutes of the assembly meeting, recording the committees report signifying a subcommittee was properly established under the rules of the association. And, this subcommittee is not just some spoken of subcommittee with no supporting documentation.

When a standing committee establishes a subcommittee, the subcommittee reports to the standing committee that established it and not to the assembly. What information should the standing committee's report to the assembly contain with respect to the details of the establishment of the subcommittee and with respect to the acts of the subcommittee?

In the following bylaw, is the board subordinate to the assembly as on p.9, or does the board have full power as on p. 587? “The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Association; for guiding and administering the Association so the purposes, principles, and goals of the Association as set forth in the certificate of incorporation, and the rules, resolutions, and directives of the association are followed; and, for making suggestions and recommending programs.” RONR (11th ed.), p. 9, ll. 14–17. A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate. RONR (11th ed.), p.587, ll. 11–15. The Board of Directors shall have full power and authority over the affairs of the Society except… [specifying classes of business over which the assembly of the society is to retain sole authority].

page 468 The official record of the proceedings of a deliberative assembly is usually called the minutes, or sometimes—particularly in legislative bodies—the journal. In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members. The minutes should never reflect the secretary's opinion, favorable or otherwise, on anything said or done. The minutes should be kept in a substantial book or binder.

What about page 448, lines 3–5 An office carries with it only the rights necessary for executing the duties of the office, and it does not deprive a member of the society of his rights as a member.

An association's bylaws listed a series of duties of the chair without indicating the chair was in fact the president. Some members were of the opinion that this meant someone else was the chair because the rules did not specifically state that it was the president's duty to carry out those presiding duties.

Where is that ruling located?

Thanks George. I found those but I was looking for something that specifically indicates the president is the presiding officer unless the bylaws assign that duty to another position or person. My concern is that the "ordinarily is" and the "usually prescribed" doesn't specifically require the president to be the presiding officer.

Is there a citation in RONR that states the president is the chair unless the bylaws prescribe otherwise. It seems to be implied that the president is the chair but I could not find a specific statement clarifying the issue.

I am not wishing to debate. I was looking for a citation in RONR that states, "The election of a chair pro tem is not debatable." for example In the absence of the president and the vice president the secretary calls the meeting to order and presides over the election of a chair pro tem. The secretary says, "If there is no objection John Smith is elected chair pro tem." Member A having objected to the unanimous consent then addressed the secretary and wishes to debate the issue. The secretary says, "RONR p. xx, ll. xx-xx, states 'the election of a chair pro tem is not debatable."

Is there a citation that the election of a chair pro tem is not debatable?

Is there a citation to that effect in RONR?

Is the election of a chair pro tem debatable?

Thank you and I agree with you. I was looking for something to support the argument in RONR. It just seems to be the norm that nominations are open at a meeting where the members who are also the ones to elect the officers are present. The organization has a rules saying the nomination committee gives the list of nominees to the board. They could just as easily give the list to the secretary for mailing. The organization has no rule prohibiting the board from making nominations and there is no rule saying the board does anything with the list when it receives it.

An organization elects its officers by mail ballot with space for write in candidates. A nominating committee submits the list of nominees to the board of directors to be mailed to the members. Is it proper for the board of directors to open the floor, at a board meeting, for nominations?