Richard Brown

I agree with Mr. Martin that since the motion to adopt the report was NOT made by the reporting committee member (or, as far as we know, by any committee member), the motion technically required a second regardless of how many members were on the committee. However, as RONR makes clear, the lack of a second becomes immaterial once debate or voting begins.

You can be "asked" to do all manner of things by all sorts of people. That does not mean you have to comply with any such requests. As the RONR provision quoted by Mr. Honemann makes clear, three of the basic rights of membership are the right to attend meetings, to participate in debate at meetings, and to vote. You cannot be deprived of any of those rights except through appropriate disciplinary proceedings or as may be provided for in your bylaws. The RONR provision is section 1:4 of the current 12th edition. It's at the very front of the book!

If you are the sole owner of the corporation, which I assume is a for-profit corporation, you likely have the ultimate authority to replace board members, but the method of doing so will probably be dictated by your bylaws and/or state law.

Agreeing with Mr. Elsman, there is nothing in RONR that specifically addresses whether the membership has the right to view, inspect or copy the organization's membership roll. Some state laws might require that for incorporated organizations. The provisions in RONR regarding the records of the secretary and the right of members to inspect certain of those records can be found primarily in sections 47:33 and 47:36 of RONR (12th ed.). A close reading of those two sections indicates that the membership roll is not one of the records that RONR says the secretary must permit members to inspect. As Mr. Elsman stated, the membership (or perhaps the board) can direct the secretary to permit the inspection of additional records of the organization. In addition, it can adopt a bylaw provision or a standing rule specifying which records shall be made available by the secretary for inspection by members.

Agreeing with Mr. Elsman, the answer to this question must be found in your own bylaws and rules. RONR grants an alternate no status. However, I will add that it is rather customary for alternates to be permitted to sit in on the committee meetings, but the role that the alternate has is wholly dependent on your own rules and what authority the committee or the parent assembly wants to grant to the alternate. An alternate who is just sitting in on a meeting can often be given the right to speak and to enter in debate, but cannot be given the right to vote unless he is sitting as a full member while replacing an absent member.

Guest Donna, please see my answer to your other question about this same topic Edited to add: The short answer, though, is yes, it is possible to fill all positions except that of president at the upcoming election meeting. See my other answer for more details.

What do your bylaws say about nominations and elections? Unless your bylaws provide otherwise, and if RONR is your parliamentary authority, you can and should take nominations from the floor. Also, write-in candidates are permitted. So, even if your nominating committee (assuming you have one) has not recommended anyone for president, you can still elect one by means of a nomination from the floor or write-in votes. More information on what your rules say about nominations and elections would be very helpful. In addition, if no one is elected president at this meeting, you will have an incomplete election which should be completed as soon as possible. Depending on the wording in your bylaws of terms of office, it may be that your current (and outgoing president) will continue to serve until a successor is elected. What, EXACTLY, do your bylaws say about the terms of office and when they end? Do officers serve until their successors are elected? If so, please give us the EXACT, VERBATIM language from your bylaws. A very minor variation in wording can make a big difference. So, please quote EXACTLY, don't paraphrase.

Guest Brenda, it is ultimately up to the members of your organization to interpret its bylaws. We cannot do that for you. My first question is whether your bylaws or some adopted motion permits the president to "appoint a special committee". As Mr. Novosielski said, "it depends on what powers are granted to the board in your bylaws. I would add that it also depends on what powers the president has. To me, as an "outsider" who knows only what you have told us in your posts, it seems like the recommendations can be approved by the board, especially if the creation of the committee was authorized by the board. For what it's worth, committees can also be created "with power", meaning the committee is given the power to actually carry out its wishes rather than just make recommendations. See sections 13:8 and 50:5 in RONR (12th ed.).

Can you not just have the voting members sit in the first few rows and the non-members further back, much like is done to separate convention delegates from guests? Or give voting cards to the members?

It looks like Guest WCrumlaw is not going to tell us just what the situation is.

I agree with Dr. Kapur but am also wondering if there are already existing bylaws and if those bylaws grant the board the power to amend them or to approve revised bylaws. Usually the power to amend bylaws is reserved to the membership, but this organization might be different.

I agree with my colleagues that more information regarding your bylaw provisions regarding amendments and the provision regarding "any critical issue with a potential for wide-ranging consequences be submitted to a mailbox ballot" will be helpful to us.

@Gary NovosielskiI agree that if the past president is not mentioned at all as being a member of the Board of Directors, then he or she is not automatically a member. However, I was trying to make essentially the same point that @Josh Martinmade above, namely, that the bylaws may provide that the past president is a member, but provide no further details about the position or as to whether it is the immediate past president or just any past president and how that past president is selected.

More information is needed regarding this "past president" position on the board The OP never says specifically that it is the "immediate past president", just "past president". It may be that they elect a past president from among all the past presidents as a member of the board rather than having the immediate past president position filled automatically by the last person who was president. There is alao the question of whether someone can actually resign from the position of immediate past president and if it is possible, how is his replacement chosen, if at all? By definition, there is only one immediate past president, that being the person who was most recently president

You should hold the elections to fill the vacant positions as soon as possible. RONR does not provide a definite timeline. As to a lack of volunteers, often members are reluctant to offer to run or to volunteer for a position, but if they are nominated and elected they will agree to serve. It's also possible to elect someone using write-in votes unless your bylaws prohibit it. Even one write-in vote may be enough to elect someone if there are no votes or write-in votes for anyone else. A member does not have to agree in advance to serve if elected, although that is certainly nice, nor must a member be present in order to be elected unless your bylaws require it.

Thank you for that information, but it doesn't clearly answer Dr. Kapur's question about whether the membership elects the officers and the board separately or if the membership elects the board and then the board selects the officers from among the board members. This information is needed to correctly answer your question. Edited to add: You also have not told us what, if anything, your bylaws say about filling vacancies. This is all information that we need in order to properly answer your questions.

I agree with the interpretation of my colleagues, but reiterate that it is ultimately up to your organization to interpret its bylaws.

Agreeing with my colleagues, if this is a public school board, different rules regarding executive sessions likely apply. Many state (and local) open meeting laws (also known as sunshine laws) restrict what can be discussed and done in an executive session. For example, many open meeting laws that permit executive sessions also prohibit any votes from being taken in executive sessions. The body must come out of the executive session and go back into a public, open session to take a vote on what was discussed in the executive session. So, it might be that disclosing what the board voted to do is completely legitimate and not violative of any rule regarding executive sessions.

In regular assemblies, the chair should not make motions, participate in debate, or vote, except in cases where his vote can affect the outcome. If the chair has a motion that he would like to be made, he may try to arrange in advance for some other member to make the motion. However, that arrangement should be made privately in advance of the meeting, not in front of the assembly while the meeting is in progress. However, in committees and small boards of no more than about a dozen members, the chair may make motions, participate in debate, and vote just like the other members. See the “small board rules” as discussed in sections 1:24, 49:21, and 50:25 of RONR (12th Ed.). it is also permissible, if a member has asked a question or made a suggestion about doing something but without having actually made a motion, for the presiding officer to say “would you like to make a motion to that effect?” See 43:29 of RONR (12th Ed.) for more information about the chair participating in debate. See also 43:33 regarding the chair assisting a member with making a motion.

Ahh, yes. Thanks for catching that! Yes, the “and” should be an “or”. It should read, “the motion to amend or rescind something previously adopted requires a majority vote with previous notice of the intent to make the motion OR a 2/3 vote or the vote of a majority of the entire membership”.

As Mr. Katz correctly stated, there is no requirement in RONR that officers or board members be members of the organization. However, it is worth noting that there is a requirement that committee members be members of the organization, unless nonmembers proposed for a committee are approved by the assembly. See sections 13:15 and 50:12 of RONR (12th Ed.).

Agreeing with Mr. Novosielski, the motion to amend or rescind something previously adopted requires previous notice of the intent to make the motion and a 2/3 vote, or, in the alternative, without previous notice it can be done by the vote of a majority of the entire membership.

In that case, the committee should be able to select a new chair, but only the parent body (the membership?) can remove or replace him as a committee member.

I agree that the provision makes no sense as currently written. I tend to agree with Mr. Novisienski that part of the provision may have been inadvertently omitted somewhere along the way. It is, unfortunately, up to the members of your organization to interpret (and hopefully amend) that provision.

Yes, agreeing with Mr. Martin, I see no reason why this would not be permissible. There is certainly no time limit for it in RONR, so long as the motion being rescinded is still in effect and has not been fully carried out