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RONR (11th ed.), p. 598, ll. 15-22: "It was formerly customary to permit the secretary to fill in captions, headings, and article, section, or paragraph numbers or letters, and the like, after the assembly had adopted bylaws or other long documents. Such designations were treated as mere marginal notations which could be clerically modified. It is now the usual practice to include these sub-titles or identifying numbers or letters as an integral part of what is adopted by action of the assembly."

Usually the executive committee consists of the president, vice president, treasurer, and the secretary. And, ordinarily, the "chairman of the board" is the president, so ordinarily he or she would be on the executive committee. Of course, you should check your bylaws for any anomalies.

I am, of course, assuming no abstentions.

Unless your rules say otherwise, a five-member board would require that at least three members be present to have a valid meeting. Then, to pass a motion, with three members present, two would have to vote in favor. If four members are present, then three would have to vote in favor. So, if the treasurer is absent, and you have at least three votes in the affirmative, the motion carries, regardless.

After a motion is adopted, the chair could explain its effect and ramifications, and after the meeting the chair could meet with those responsible for carrying out the motion to ensure that they know what to do. It is a basic principle of management science to always "follow up."

The only reference to a Code of Ethics is RONR (11th ed), p. 643, l. 5. Your Code is for the members of the club, not simply the members of the board, so as the previous responses have indicated it's up to the club's membership to adopt any changes/additions to your Code.

Paraphrasing RONR (e.g., p. 392), Speakers must address their remarks to the Chair, maintain a courteous tone, and avoid injecting a personal note into debate or attacking others’ motives.

JJ, the bylaws and any special rules of order are on a par in regards to the present issue and similar issues--I didn't say "in general." Now, would the OP please tell us whether the provision for e-mail voting was adopted by 2/3 vote or only by majority vote?

Josh: See RONR (11th ed.), p. 580, ll. 9-14, which states in the sample bylaws--"The rules contained in the current edition of...[specifying a standard manual of parliamentary practice, such as this book] shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adop." So my question, was this rule given by the OP adopted by a 2/3 vote or by majority vote? If it was adopted by 2/3 vote, then I have to assume that it's a special rule of order and therefore trumps RONR.

Special rules of order are on a par with bylaws, but standing rules are not. So: are "Policies and Procedures" special rules of order or simply standing rules? If the latter, then no e-mail voting is allowed. However, if the "Policies and Procedures" are (or contain) pertinent special rules of order, then e-mail voting is allowed. I'm leaning toward this latter interpretation, and so I would then side with GWCD.

RONR (11th ed.), p. 643, ll. 16-18, p. 644, ll. 5: "If there is an article on discipline in the bylaws, it may specify a number of offenses outside meetings for which these penalties can be imposed on a member of the organization. Frequently, such an article provides for their imposition on any member found guilty of conduct described, for example, as 'tending to injure the good name of the organization, disturb its well-being, or hamper its work.'" So, see your bylaws.

Thanks, Joshua. I would ask JJ, suppose the committee is not yet formed and has no members yet--would he then agree with me that the president appoints the members?

Hey, Greg, parliamentary opinions are just that--opinions. And: Daniel was a member of the authorship team, but he is no longer.

A quorum is a majority (more than half) of the current members of the board (unless your Bylaws say otherwise). Suppose you normally have 6 members on the board. More than half would mean 4 members; 3 members would not be sufficient. If one member leaves the board, leaving 5 members, the quorum would then be 3 members.

I continue to disagree with Daniel and Greg on this matter. So: it's up to the "client" to decide whom to follow.

For simplicity, let's say we have five members of a body, identified as A, B, C, D, and E, plus a president, identified as p. If a motion were to say that "a member will do X" or a motion were to say "p will do x," obviously the latter is more specific--p is identified, the member is not identified! If a motion were to say "some members will do X" or a motion were to say "p will do x," obviously again, the latter is more specific--p is identified but "some members" is not. Now if the motion were to say "members A, B, C, D, and E will do x" then that would certainly be as specific as "p will do x." However, the members attending a particular meeting will not necessarily be the same as the members attending another meeting! So, then, the motion "p will do x" is still more specific. So I agree with Rev Ed above, that "the singular outranks the plural...[and the Bylaws] should be amended to clear up the issue."

Well, I disagree with Richard Brown; my response is perfectly logical. Obviously "President" is more specific than "members" or "member."

I'm assuming that "members" means "members of the assembly"--not "members of each individual committee." "Members of the assembly" is less specific than "the president."

Rule 3 for bylaws interpretations, RONR (11th ed.), p. 589, states: "A general statement or rule is always of less authority than a specific statement or rule and yields to it." Therefore, I conclude that in your case the president has the power to appoint all committees.

Also, if a motion comes from a committee of more than one, then no second is required.

If the director is at the meeting of the assembly, he could propose to amend the budget, during debate. Of if he's not, he could ask someone else who will be present to do it.

Not if the unfinished business has been placed into the hands of a committee to which it has been referred....

The chair should work with the individuals necessary to carry out the adopted motion.

Agreed....

This question comes up periodically, and my answer is always the same: the chair may assume a motion and ask for general consent. RONR (11th ed.), p. 54, l. 36.