Richard Brown

Well, I agree "possibly not" according to RONR, but the quoted passage on page 388 refers to members yielding time to other members. In this case, it is not a member who would be yielding time but a member of the public who has apparently been granted the right, by rule, statute, or by motion, to address a public zoning board. I don't think the rule on page 388 is really applicable but I think it does provide guidance. With this being a public body, I would imagine the matter is controlled by rules or statutes Superior to those in RONR or that it is within the discretion of the assembly. My own city council used to permit it by custom, but stopped the practice and adopted a rule prohibiting it when a member of the public abused it by having six or eight other members of the public yield time to him so that he could put on a 20 or 25 minute PowerPoint presentation. I would say that if there is not already a superior rule or statute on point, that it is within the sound discretion of the zoning board.

Nothing in RONR requires that nominees be notified of their nomination prior to being elected. It is probably prudent to do so, but not required unless your rules require it.

1. Do the bylaws actually say "from among those nominated"? 2. Is this an actual quote? "nominations cannot be made at the annual meeting or in any manner other than provided above." 3. Do I understand correctly that nominations from the floor are taken at the April meeting but the election doesn't take place until the August meeting? 4. Do the bylaws say anything specifically about write in ballots?

What, exactly , do your bylaws say about yes and no votes in elections? Please quote exactly, don't paraphrase.

I agree with jastackpo. There is no requirement in RONR that the agenda actually be adopted (or approved). It has no effect on the validity of the motions adopted or business transacted.

Yes Well, that's problematic, but the elections themselves can be postponed once they are pending. They can be postponed to the next regular meeting, or to a special meeting, or to an adjourned meeting . What exactly do your bylaws say about when the annual meeting shall be held? Besides postponing the elections, you can take nominations from the floor prior to the election and members can cast write-in votes unless they are prohibited by the bylaws.

Do your bylaws actually require a first and second reading? When are the amendments actually voted on? Can you post the applicable language?

First, no vote should be taken on approving the minutes. The chair should just declare the minutes approved if there are no corrections or once all corrections have been made. What you actually vote on is the corrections. Second, failure to approve the minutes has absolutely no effect on the actions taken (motions adopted) at the meeting. They remain valid regardless of whether the minutes are approved. However, if the minutes fail to mention something that was adopted or incorrectly reflect what happened, that can lead to confusion and problems in the future. The minutes should correctly reflect what was actually adopted (or rejected) at the meeting, as well as points of order, etc.

@Ricky L I agree with Mr. Martin and Mr. Honemann re the proper time to make the motion to postpone indefinitely. I overlooked that in my post above. It should be made at the meeting at which the bylaws are to be voted on, prior to an up or down vote on the bylaws themselves, once the amendment is before the body for debate. I question whether it would be in order when notice of the proposed amendment is given at the earlier meeting. I agree with Mr. Martin that nothing is being considered at that meeting. The board is merely giving notice to the assembly that the bylaws amendment will come up for a vote at the next meeting. However, that is a matter of interpreting your bylaws. Your members may interpret that provision differently. Keep in mind, though, that there is no need to try to kill the amendment by indefinitely postponing it or by the use of any other motion. If the amendment is not very popular, just vote it down when it is before the assembly. It takes a two thirds vote to adopt the motion, so, as a practical matter, a vote of just over one third AGAINST adopting the amendment kills it. But, it takes a majority vote to postpone it indefinitely. That is a higher threshold than to just to defeat the amendment on its merits.

There is a difference between a motion to postpone till a definite time and a motion to postpone indefinitely. The ordinary motion to postpone usually postpones it until a definite time, usually the next meeting. The motion to postpone indefinitely actually kills the motion. There is a huge difference. You have to be careful... and specific... as to which type of postponement you are moving.

How to become a Parliamentarian? Get business cards printed that say "Guest Rodney, Parliamentarian" 😉 Hang your shingle, so to speak. But to become a good one, join one of the two national organizations that JJ referred to and put in the necessary study and take the necessary tests to become credentialed. it takes quite a bit of study. There is no state licensing of parliamentarians anywhere that I am aware of. Anyone can call himself a parliamentarian, but getting certified (or credentialed) by one of the two national organizations proves that you probably have some idea of what you are doing and gives you credibility.

To elaborate on the response by reelsman, per the rules in RONR the "guest" may be permitted to attend the meeting and to address the board and even to speak in debate, but the rules for speaking in debate are different. First, unless your bylaws or rules or custom provide otherwise, guests (non members of the board) have no right to attend or speak at a board meeting, but permission to do attend and/or speak may be granted by a majority vote of the board or, as is more common, by unanimous consent. However, to permit a guest to speak in debate requires a suspension of the rules, which requires a two thirds vote (or unanimous consent). There is no need for a guest to leave after speaking, but the board may certainly require it. It is within the board's discretion whether to permit guests to remain or to ask them to leave.

@star1441, see page 251, lines 9-10 and 25-26 of RONR. A main motion that has been adopted that conflicts with the bylaws is null and void. A point of order on that point may be raised at any time during the continuance of the breach.

In my opinion the adopted resolution which prohibits paying officers is null and void as being in conflict with the bylaws, at least as far as it was intended to apply to officers.

Based on what we have been told, I think it was correct to treat the situation as a vacancy and that it was handled properly. If the executive Presbytery is the proper body to fill vacancies, it was probably free to choose anyone it wanted to fill the vacancy. It was free to choose someone who had been nominated for the position earlier or to choose someone else. The selection of someone to fill the vacancy was within the sound discretion of the executive Presbytery. @Greg Goodwiller do you have an opinion on this?

There are frequently very legitimate reasons for differentiating between officers and directors. This is especially so in organizations which have large boards of directors. Although directors are frequently classified as officers, that is far from universal and it is quite common for the directors to not be classified as officers. If you are determined to make them all fit into one category, I would make them all officers. In your case you would need to amend your bylaws to include the at-large director as an officer. it is a judgment call and a matter of preference, but I see no compelling reason to make the change. If you ever decide to have a larger board, there might well be reasons for not classifying directors as officers. When organizations do consider that directors are also officers, they frequently still make a distinction by referring to the president, vice presidents, secretary and Treasurer as the Executive Officers, thereby still maintaining a distinction between Directors & officers.

Joshua, The officers are officers because the bylaws expressly say that they are officers. They may also be members of the board, but they are officers because the bylaws says they are officers, not because they are on the board. When you say "and therefore officers", that indicates to me that you are saying they are officers because they are members of the board. I think it is also clear that the other board member(s) are not officers. What isn't clear to me is whether the member at large referred to in the bylaw snippet is the only other board member or if there are also others. I'm assuming that is the only other board member, but it really isn't clear. It is a strange and poorly worded set of bylaws from what I have seen so far.

Oh, Lord, those bylaws, or at least the portions provided, are terrible. However, one thing is clear. The only officers in this organization are the president, vice president, secretary and Treasurer. The other members of the board of directors are not officers. That much seems clear to me. There are more problems with these bylaws than I can get into now. Perhaps some of our other contributors will weigh in. I'll try to check back later. I just cannot do it right now.

Well, since I did say it that way, it is probably the way I intended to say it, but I concede that I struggled with it as I was typing (and re-typing) it and that I still did not say it very eloquently or precisely correctly. I flubbed it. So, instead, how about I quote directly from "The Book". Here is what RONR says about it on page 453: . . . 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). A chairman pro tem may, of course, be elected by unanimous consent if there are no other nominees. It has been my experience that in the vast majority of such situations, that is exactly what happens. In my experience, it is very rare for there to be a contested election for chairman pro tem... just as there is rarely a contested election for a secretary pro tem. I will also point out that appointment of a chairman pro tem is probably not possible in this case because the OP has already told us that they do not expect either the president or vice president to be present. If one of them is in fact present, and hasn't resigned from office, then he can designate someone as chairman pro tem and that person is automatically "appointed" if there are no other nominees. But, to be precise, here is the language from pages 452- 453 of RONR on that point: If the president vacates the chair during a meeting and no vice-president is available, he can, subject to the approval of the assembly, as explained on page 395, appoint a temporary chairman who is called the chairman pro tempore, or chairman pro tem. The return of the president, the arrival of a vice-president, or the first adjournment puts an end to this appointment, and the assembly can terminate it even earlier by the adoption of a motion to "declare the chair vacant and proceed to elect a new chairman" (see pp. 651–52). The regular presiding officer, knowing that [page 453] he will be absent from a future meeting, cannot in advance authorize another member to preside in his place. The explanation on page 395 says, when explaining who the chairman should turn the chair over to if he wishes to participate in debate: a) to the highest-ranking vice-president present who has not spoken on the question and does not decline on the grounds of wishing to speak on it; or b) if no such vice-president is in the room, to some other member qualified as in (a), whom the chair designates (and who is assumed to receive the assembly's approval by unanimous consent unless member(s) then nominate other person(s), in which case the presiding officer's choice is also treated as a nominee and the matter is decided by vote). (Emphasis added) Does that cover it? Edited to add: The purpose of my comment that you took issue with was actually just to explain to Byron Baxter that a chairman pro tem in this case is not to be should not be appointed, but rather is to be should be elected.

Yes, but I believe the original poster has bigger issues then that. According to RONR , if both the President and Vice President are absent, the secretary should call the meeting to order and then the first order of business would be the election of a chairman Pro Tem. If the secretary is absent, then any member could call the meeting to order. Edited to add: technically, the chairman Pro Tim isn't appointed but is elected. However, the person who calls the meeting to order, or another member, could move that a certain member serve as chair pro tem by unanimous consent without objection.

Yes, that is how I meant it.

It seems we are saying the same thing. Of course members who did not attend have the right to know. That's what I said. I don't see what the problem is. No, it does not. The parliamentary authority I was referring to is the AIP Standard Code of Parliamentary Procedure, 2012 edition. The complete sentence, from page 108 re executive sessions, is: "Any discussions held or actions taken are legally considered as confidential and all information must remain within the confines of the meeting unless the meeting directs otherwise". The section on minutes of an executive session does contain an express statement that only members who attended the meeting or were authorized to attend are entitled to access to the executive session minutes.

Are you sure? Do you have a citation for that? I do not see it in RONR. RONR does say that non members who attend the meeting are honor bound not to divulge anything that occurred. But nowhere (that I can find) does RONR say that non members who may have been invited to attend the meeting but chose not to attend are nonetheless entitled to find out what happened at the meeting. RONR just does not say it. I would prefer to err on the side of caution. Here is an example: A non-member who has information on an issue to be discussed at the executive session is invited to attend to provide information. The members who invited him to attend assume he will likely be dismissed after he provides his information. However, he declines the invitation to attend. It is a long, contentious meeting and the absent non-member's name is brought up several times. He ultimately becomes a primary object of the meeting. If he had been present at the meeting, he would almost certainly have been asked to leave before the discussion turned to him. Are you saying that nonetheless, since he had initially been invited to attend but chose not to, he is now entitled to know everything that took place and was said at the meeting? I don't think so. I'm not going to tell him.

That's a long shot, Joshua. Besides, we answer questions based on the rules in RONR. As always, bylaw provisions, special rules of order and statutes supersede the rules in RONR. Per the rules in RONR, as well as the general (or common) parliamentary law and other parliamentary authorities, what transpires in an executive session is confidential and cannot be shared with others who are not members of the group that was meeting or were not present at the meeting. At least one manual in common use goes so far as to say it is "legally considered as confidential". Violating that rule can subject the violator to disciplinary proceedings up to and including expulsion from membership. Whether it could subject the violator to other sanctions is a legal question and is outside the scope of this forum. Do you know something about Guest Guest's situation that you are not telling us?

If it was said in an executive session, it most likely IS confidential, by definition. Everything said and done in an executive session is confidential.