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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)
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    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)
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    "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."
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    "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
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    "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
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    "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
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    "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.)
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    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)
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    "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. So the question then I suppose is whether nominations remain as "pending questions" to be debated between rounds of balloting. Hadn't really thought of it that way, but obviously each nominee remains nominated until the election is complete, so it would seem so. That being the case, while it might be best to re-open nominations as a matter of course, whether it's necessary in order to resume debate on the previously nominated candidates doesn't seem an absolute. Hmmmm.....
  2. What is it that would be debated? It would seem to me that during the balloting (i.e votes being cast), debate would be out of order. Also, as a general rule, debate is out of order if no question is pending, so...... ???? After the results are announced and the election determined to be incomplete, it would seem that there would need to be something pending to debate, and the most likely "something" would be additional nominations. Did you have something else in mind, Josh?
  3. Start reading at page 347 line 21 (RONR 11th ed.), with particular attention to the first sentence which states (in so many words) that any business conducted at in inquorate meeting is null and void, with the few procedural exceptions noted later on.
  4. Well, even if this rule did apply, only the maker is prohibited from speaking against his own motion, but anyone else could even speak for it their first time, and against it the second time in debate.
  5. But p. 27 doesn't say this, or am I reading it wrong, or misunderstanding you? Mine says "protects a minority of less than one third"
  6. Generally, none, although some rules found in the bylaws may be in the nature of a rule of order and may be suspended by adopting a motion to Suspend the Rules, or if any specific bylaw allows for its own suspension. The save approach is to assume no rule found in the bylaws may be suspended (or fudged or overlooked) and go from there. My guess would be he does not have that authority. Well, this question has been answered already. I think it's worth noting that no nominee is "automatically elected." However, in the case of a sole nominee for office and where the bylaws do not mandate a ballot vote for elections, RONR does allow for the chair to announce the election of a sole nominee by "acclamation" (or unanimous consent). The election meeting would, however, need to be held, with floor nominations being called for (unless your rules prevent that). Also, a motion to vote by ballot could be adopted by a majority vote, allowing write-in voting, which might lead to someone else being elected, or at the very least, a failure of any nominee to receive a majority vote, requiring re-balloting until a majority vote is attained by someone.
  7. And..... the write-in candidate gets on the ballot... how? You have no problem with write-ins, but "last minute" nominations are anathema to a fair process? Hmmm.......
  8. It's what I get for being a cheap SOB and buying the Standard Edition (at a yard sale, no less!).
  9. And if you don't have a quorum, but at least a majority of those in attendance feel this whole meeting-canceling business is not right, you can adopt a motion to Fix the Time to Which to Adjourn To (Section 22, RONR 11th), creating an "adjourned meeting" (which actually would be a continuation of this meeting), at which you might have a quorum (if you can get the needed number of members there) and can get down to business. (edited to add and delete text above
  10. Nope. It's an "unwritten rule." RONR contains nothing about the possibility of canceling a meeting, the assumption being a regularly scheduled or properly called meeting must be held. The bylaws, on the other hand, may empower some person/body to change the date and/or time of a meeting, or possibly cancel one. It is there (the bylaws, or other governing rules) you will find reference to canceling meetings, and who can do it if at all.
  11. Nothing in RONR gives the authority to any person or body to cancel a properly scheduled meeting (regular per the bylaws, or called [special] meeting). That authority would need to come from your bylaws or other governing rules. Your bylaws apparently don't, so perhaps any higher rules (national organization, statute, etc) might. But not RONR.
  12. Sure, if you'd just stop and take a breath......
  13. Yes, it is when whole people and one-person-one-vote is the rule. I'm thinking about weighted voting though, where it might be possible to get 4.6 votes in favor. Better to stick with sMargaret's first sentence, I'd say, and shy away from the rounding concept.
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