J. J.

It is here where I disagree. The bylaws provide, presumably, that the board would act for the society "between meetings." The assembly cannot create some other body that acts for the assembly "between meetings" except by authoring that body in the bylaws or at least change the bylaws to permit other bodies to act for the society between meetings. If the bylaws say that the board can conduct business of the assembly between meetings, and say nothing else, then only the board can conduct for the society between meetings of the society. That is the rule of interpretation #4 pp. 589-90.i.e. "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited." Now, the society may amend its bylaws to permit the assembly to appoint an oversight committee; they may establish a board that does not to have the exclusive ability to conduct the business of the society between meetings. However, if none of those are in the bylaws, this committee cannot reverse, or be required to approve, any actions of the committee.

I have no problem with the delegation. However even a weak board generally has the power to act between meetings of the assembly; that power is expressed in the bylaws. The assembly cannot remove the power of the board to act between meetings of the assembly, except by placing this ability in the bylaws.

In the case where there is some action that the bylaws assign to the board, the assembly can neither instruct or rescind/amend that action. (p. 483, ll. 9-11). The assembly may instruct the board in all cases "[e]Except in matters placed by the bylaws exclusively under the control of the board...." For example, if the bylaws state "The board shall have the sole authority to buy real estate," and says nothing else, the assembly may not instruct the board to buy Lot 49. The assembly may recommend that the board buy Lot 49. They may be able to change the composition of the board to one that is favorable to buying Lot 49. They may be able to amend the bylaws giving themselves the authority to buy real estate. They cannot order the board to buy Lot 49. The same principle will apply to this "oversight committee." The committee is not established in the bylaws, and cannot oversee something established in the bylaws. They may establish a rule permitting members of a committee to attend all board meeting, and even make recommendations to the board. They can amend their bylaws to create such a committee the power to supersede the board. That committee cannot supersede the board 's actions unless the bylaws grant the assembly the authority to create such a committee.

No, but I was not clear. I edited it.

To add a bit for clarity, you bylaws do not follow RONR, because they do not have to. Your bylaws supersede RONR (p. 14, ll. 17-25). When there is a conflict between RONR and your bylaws, you go with your bylaws. Unless there is something in your bylaws that says that members may not vote on minutes of meetings at which they were absent, they may vote. There is no requirement that the members actually know what the are doing when they cast a vote.

If you recall, there was no photo of my entrance. And, I generally dress that way.

I would be troubled about nominees "making it known" outside of a meeting. While there is not a mechanism for declining a nomination, traditionally it is made within a meeting. I think if a person was nominated and there is not a mechanism outside of a meeting to withdraw, the nomination should remain. A nominee may make it known on Monday that he will not serve, think about on Tuesday, and Wednesday decide to launch a campaign. Absent of some type of formal method for declining a nomination outside of a meeting, I think anyone properly nominated would have to remain on the ballot. I would note that it would be out of order to nominate someone ineligible.

The assembly could, technically, reopen the polls, or suspend the rules, and permit a member (in this case the chair) to vote, provided the member is willing to reveal his vote. A lot is going on in this with this single vote.

I will point out that implementing a motion may take a long time.

Fair use, but I'll just not use a photo.

Maybe I should change my photo to Barry White?

You might also want to look at p. 16, especially the footnote.

Since this are "two set" this sounds like a bylaw revision, I would suggest that one set should be taken up, "in logical order," much like filling blanks (see pp. 593-4, pp.164-5).

Agreed, if they'd read either.

Procedurally, they might be able to remove the board members. You would have to look at the bylaws of this other organization.

State it, and they don't undershand, exp;aon it to them.

Further, even if the assembly determines the vote was proper, the motion may be made again at the next meeting.

A society, in its bylaws, creates the board and grants the board the power to do certain things. The assembly cannot change that power unless it goes into the bylaws.

Corrected it.

I added a few things. The vote would have failed if it was a tie.

"RONR is clear (page 416, lines 27-33) that if an unentitled vote is cast and that vote cannot be identified, then the ballot is null and void and a new ballot vote must be taken. I have advised our president that this is my opinion, subject to further clarification " Page 416, also notes if the illegal votes could not have possibly changed the result, then the result stands. He first question is if this illegal vote effected the results.

Technically, the rule could be suspended to permit a motion to be recorded as being introduced by the absent member, That would require a 2/3 vote. It is much easier to have some member, that is attending the meeting to make the motion, which would not require a vote to be introduced, in most cases.

You may want to look at this site: https://privycouncil.independent.gov.uk/ Or here: https://www.canada.ca/en/privy-council/corporate/clerk.html

Neither question suggests that an assembly could not, with a properly drafted motion, apply something retroactively. It does say that those particular motions do not apply retroactively; I agree with that. That is not the question. In the question posed by guest Greg, provided that the board has the ability to change the bylaws, it did so according to the rules for changing the bylaws, and that there are no higher authority rules prohibiting it, it is possible for the board to adopt that bylaw.

I think the assembly would be the ultimate judge of that. Personally, I'd have no problem with itm but I'm not a member.