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David A Foulkes

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    Reading and Approval of Minutes. The chair says, "The Secretary will read the minutes." However, in organizations where copies of the minutes of each previous meeting as prepared by the secretary are sent to all members in advance, the chair announces that this has been done, and the actual reading of them aloud is omitted unless any member then requests that they be read. (RONR 11th ed., p. 354 ll. 9-15)
    After any proposed corrections have been disposed of, and when there is no response to the chair's inquiry, "Are there any corrections [or "further corrections"] to the minutes?" the chair says, "There being no corrections [or "no further corrections"] to the minutes, the minutes stand [or "are"] approved [or "approved as read," or "approved as corrected"]." The minutes are thus approved without any formal vote, even if a motion for their approval has been made. The only proper way to object to the approval of the secretary's draft of the minutes is to offer a correction to it. It should be noted that a member's absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval. (RONR 11th ed. p. 354 l. 34 - p. 355 l. 11)
    "The bylaws should always prescribe the procedure for their amendment, and such provision should always require at least that advance notice be given in a specified manner, and that the amendment be approved by a two thirds vote. If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined on page 121) has been given, or they can be amended by the vote of a majority of the entire membership." (RONR 11th Ed, p. 580 ll. 25 - p. 581 l. 7)

    "A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (p. 4) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see pp. 89–90) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting. The call of a meeting is generally sent to all members a reasonable time in advance, which may be prescribed in the bylaws." (RONR, 11th ed., p. 121, ll 23-32)

    RONR does not specify what constitutes a "reasonable time in advance."
    "A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it." RONR (11th ed.), p. 482
    "In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see p. 577, ll. 23–33). Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35)." RONR (11th ed.), p. 483
    "If neither the president nor any vice-president is present, the secretary—or in the secretary's absence some other member—should call the meeting to order, and the assembly should immediately elect a chairman pro tem to preside during that session. Such office is terminated by the entrance of the president or a vice-president, or by the adoption of a motion to "declare the chair vacant and proceed to elect a new chairman" (see pp. 651–52)" RONR (11th ed.), p. 453
    "Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum." RONR (11th ed.), pp. 347-8
    "The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes—that is, the action taken, as distinct from that which was said in debate—was not secret, or secrecy has been lifted by the assembly. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting." (RONR, 11th ed., p. 96, ll. 9-17.)
    In case of the resignation or death of the president, the vice president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president. The second vice-president, if there is one, then becomes the first vice-president, and so on, with the vacancy to be filled occurring in the lowest- ranking vice-presidency. (RONR 11th ed., p. 458 ll. 8-16)
    "When voting for multiple offices by a single ballot, the members are not able to take the result for one office into account when voting for another office. For this reason, a candidate is never deemed elected to more than one office by a single ballot unless the motion or rules governing the election specifically provide for such simultaneous election. When there is no such provision, a candidate who receives a majority for more than one office on a single ballot must, if present, choose which one of the offices he will accept; if he is absent, the assembly decides by vote the office to be assigned to him. The assembly then ballots again to fill the other office(s). (The assembly is free, however, to elect the same person to another office on a subsequent ballot, unless the bylaws prohibit a person from holding both offices simultaneously.)" RONR (11th ed.), p. 440
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  1. Thank you Richard. My own thinking on that second bylaw is that I don't anticipate being removed, disabled, or dead, so I'm letting those go. When I am no longer a member, and thus unable to hold the office, I don't see that as an absence either. I hope I'm right on all counts, at least the first three. As for whether the RONR default vis-a-vis VP automatically ascending the throne on June 1st, particularly in view of the first quoted bylaw above, I'm still unsure. Perhaps an amendment to that bylaw to exempt the President's office from the cited vacancy filling procedures is in order.
  2. He's baa-aack. At least for today. I have a question (okay, two actually) I believe I know the answer(s) to, but want confirmation that I'm on the right track to present to the membership. I am President of an organization, and my three-year term expires this March at the Annual Membership meeting on the second Sunday of March. Bylaws cite a three-year term with the language " or until their successors are elected." Also, in order to hold office, one must be a member for at least a year (I have) with annual dues paid for the current year. Dues are payable in the month of March. If un
  3. Why wouldn't the club members voice their own concerns at the general membership meeting? Just askin'........
  4. One might hope if this is true, the Parliamentarian would know the answer.
  5. Well, what DO your bylaws say about amending? (Not that we'll interpret it here for you, but it might help to know) And bear in mind a "revision" is just a large-scale version of amending, typically covering many Articles/Sections as opposed to a singular amendment of one small section. As for what RONR says: "The bylaws should always prescribe the procedure for their amendment, and such provision should always require at least that advance notice be given in a specified manner, and that the amendment be approved by a two thirds vote. If the bylaws contain no provision for their amendment,
  6. All true, though I'm not sure what Guest_William is actually asking about. He writes about "acceptance of" the report, and makes no mention of recommendations, if any. It may be that the report is purely informational and as such, is not accepted or adopted or approved or anything except placed on file. Perhaps Guest_William will return to fill in some details.
  7. Though a few more details might change my course of thinking, p. 508 ll. 4-10 (RONR 11th Ed.) say it should be someone else.
  8. P. 21 could be read that way, but I suspect Weldon's point is that trying to duplicate the rule(s) in RONR can often lead to needless confusion and ambiguity. If a majority of the entire membership is what the society deems appropriate for its quorum, why not let RONR carry the load? Otherwise, it often ends up as "50%" or "50% + 1" or some other just slightly erroneous interpretation of "majority" as we've so often read here on the internet's premier parliamentary forum.
  9. An internet search for "certification of a quorum" would lead most readers to believe the call to order comes first. The "certification of a quorum" (by that terminology) is not part of RONR, however.
  10. It may be best at this point to advise Guest_Laura that RONR does not hold the answer to her question, and likely with good reason. I'd suspect the concept of "joint meetings" has not escaped the authorship team, and they have (wisely?) not addressed it on purpose. Whether a third committee, combining the two, should be appointed, or the bylaws amended to address the issue of quorum (and other issues that are not yet considered) at "joint meetings" will be up to the society to decide.
  11. It would seem to be, assuming the president is in favor of holding the meeting. If not, it is up to the EC to vote to hold the meeting, and therein lies the rub. As teleconference meetings are not authorized, the EC would have to hold a regular meeting to vote to call the "intermediate meeting", and therefore should likely be able to address the "move to change a motion that was adopted" at the regular meeting, thereby removing the need for the "intermediate meeting". It's a bugger.
  12. I'd ask your "parliamentarian" to show you the rule (in RONR or other applicable document) that supports the position s/he has taken. Then, I'd think about getting a new "parliamentarian."
  13. A majority (more than half) of votes cast is required to elect. Half of 11 is 5 1/2. Since no candidate received more than 5 1/2 votes, you have an incomplete election and need to vote again (and again and again) until a candidate gets at least 5 1/2 (okay, we'll call it 6 or more) votes. If at first you don't succeed......... Why didn't you vote?
  14. I call no fair citing the 12th edition when we're all still using the 11th.
  15. If the President is a member of the assembly that is meeting (if not, then the short answer is never), s/he always retains the right to vote, although there are some instances when s/he should not vote in order to maintain the appearance of impartiality.
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