Richard Brown

The answer is "Yes".

It's clear to me that all 11 people who are listed as being on the board of directors have the right to vote. It doesn't matter whether they are called officers, non- officers, directors, or whatever. If they are members of the board of directors they have the right to vote as board members. I don't see anything complicated about it and have no doubt about it based on what we have been told. Note: I drafted this post over an hour ago, before Josh Martin made his post immediately above. However, for some reason, I never posted it. Either it failed to post or I got a phone call just as I was finishing it. At any rate, I think Josh and I are saying the same thing. To me it is plain that all 11 members of the board of directors have the right to vote at board meetings.

You should conduct the selection/election asap. The President should not appoint the members.

What exactly do your bylaws say about the makeup of the board? Based on your comments, it looks like your board has 11 members. Unless there is a contrary provision in your bylaws, all 11 have the right to vote. However, depending on whether your board utilizes the small board rules of RONR, the president might refrain from voting except when his vote will affect the outcome.

The bottom line is the assembly does not need to actually vote on approving the minutes. They are approved automatically if no Corrections are adopted. It requires a majority vote or unanimous consent to adopt a correction.

No, it does not.

I concur with the comments by Josh Martin. I wanted to say much of the same thing in my post, but it was far too much typing to attempt on this cell phone! Edited to add: I also agree with the comments by the others.

There is nothing improper about the remaining members of the nominating committee conducting the second meeting as long as a quorum is present. It is not necessary that all members be present at every meeting.

You can just change the number from 10 to 12, but you must follow the procedure for amending the bylaws in doing so. Your Amendment will essentially be to Strike 10 and insert 12.

I disagree. I will concede that it is possible to interpret the provision the way you do, but I don't believe that is the intent of the drafters. However, since the provision is apparently susceptible to more than one interpretation, it is a matter of bylaws interpretation, something only this organization can do. We cannot interpret its bylaws. It must interpret its own ambiguous bylaw provisions if there is indeed an ambiguity. So, this organization must decide for itself whether the approval of each and every board member is required or just a majority vote of the board.

Agreeing with Dr. Stackpole, you should also check your own bylaws and special rules to see what, if any, the requirements are for giving notice of a special meeting. Such rules usually require that the topic of the meeting be disclosed in the notice of the meeting. RONR requires that the purpose / topic of the meeting be disclosed in the notice, but your own bylaws and special rules will supersede whatever is in RONR.

I agree with Mr. Mahvash and would add that a motion would not pass according to every book on parliamentary procedure that I have. In addition, if this is a public body, applicable law or its own rules might require the affirmative vote of a majority of the entire membership to adopt the motion if it is something in the nature of an ordinance or resolution. If this body has 9 members, it would require five votes to have a majority of the entire membership. We don't know if this organization is such a public body. What do your own rules or controlling law say?

It seems to me, based on what you have posted, that the "slate" of nominees is not the official 'slate" of the nominating committee. A point of order should be raised that this list of nominees has not been properly selected and a motion made to re-open nominations or to direct the nominating committee to resume its deliberations and produce a list of nominees (it probably isn't really a "slate") agreed upon by a majority vote of the committee if there is time to do so. Keep in mind that unless your own rules provide to the contrary, candidates may also be nominated from the floor. It might be that due to time constraints that is your only option, other than a ruling from the chair (with a possible appeal to the assembly) that the list from the nominating committee is null and void and that it should be ignored.

Agreeing with mr. Katz, a member is not required to be present for the debate in order to cast a vote. As long as he is able to cast a vote before the polls close or the ballots are collected, he may vote.

Join NAP and/or AIP and also a local unit if there is one in your area. RONR in Brief, suggest by Mr. Huynh, is an excellent primer if you don't know anything about parliamentary procedure. However, it is very basic, and if you already have a working knowledge, you need to get the 11th edition of RONR. I also recommend Robert's Rules For Dummies by Alan Jennings. It is not a substitute for RONR, but can be an excellent help in understanding it. Both NAP and AIP have various educational materials available. Regularly reading the questions and answers on this forum can also be a big help in learning the basics ... and more! What is your objective? To acquire a working knowledge of parliamentary procedure for your own use? To become really proficient? To obtain certification through one of the two national organizations (NAP & AIP)? One caveat: don't buy any of the cheap "knockoff" versions of Roberts Rules. Get only RONR, RONR in Brief, and maybe Robert's Rules For Dummies. If you are serious about this, you absolutely need the current version of RONR. http://www.robertsrules.com/book.html

Agreeing with both of the previous posts, the appointment of an auditor could most logically be done immediately after the treasurer's report or during new business. It could also be made a special order of business to be taken up at any desired point in the meeting.

I had a bit of a hard time following Mr. Katz's post, so I'll add this: Just to be clear, all motions (and bylaw amendments) take effect IMMEDIATELY upon adoption... instantaneously.... upon adoption UNLESS you have a rule or a provision in the motion itself that provides that it takes effect at a later time or date. So, for example, if you amend the bylaws at your annual meeting to add additional qualifications for being elected to office, those new qualifications take effect immediately and the officers that you plan to elect a few minutes later in the meeting must meet the new qualifications. And if you have by chance elected your officers prior to the adoption of the amendment using the old qualifications, the newly adopted qualifications might mean that the officers you just elected are suddenly not qualified to serve and vacancies are created by their sudden disqualification. However, if you have a provision in your bylaws (as you seem to have) that says something to the effect that the Board can adopt bylaw amendments but they take effect only "provisionally" (whatever that means) until approved by the membership, then that is a completely different ballgame and you must interpret those rules for yourself. Only your organization can interpret its own bylaws. We cannot do that for you.

RONR provides a procedure in chapter XX (the chapter on discipline) for removing the chair from presiding at a particular meeting. It's covered on pages 651-653. The first full paragraph on page 652 is the procedure you would most likely use if the chair is the regular presiding officer. As to the agenda, if one has been adopted but the members don't want to follow it, they can still amend it with a 2/3 vote . I'm not sure without doing some research if the agenda can simply be "suspended", but I don't think that would be appropriate. It can be amended , though, to drastically change it or remove most or even all of the items on it.

My answer is going to be slightly from that of my friend (and the highly esteemed) Dr. Goodwiller. Two members may get together and decide on what actions THEY themselves intend to take involving the group. Their decisions, of course, are not binding on the group. It's called many things, including plotting political strategy, trying to get a plan of action for the meeting, coordinating a coup, and on and on. They can talk and plan and plot all they want to.... as individuals.

I was about to edit my post above, but since it has been about a half hour since I made the post, I am posting the information here that I was going to add to that post. This is to supplement that post. For some information on removal from office, see FAQ # 20: http://www.robertsrules.com/faq.html#20 You might also look at FAQ # 7 regarding a "vote of no confidence". A motion of censure would work exactly the same way and is apparently the preferred motion in the U.S as opposed to a "vote of no confidence". Your society and/or its board are free to adopt either unless prohibited by your own rules. http://www.robertsrules.com/faq.html#7 The motion of censure is covered in several places in RONR. It is simply an expression of disapproval.

Even though the president may have had the right to be there, that doesn't mean that being there was the right thing to do. She can be censured by the board for her actions if the board is so inclined. Depending on the bylaws, stronger discipline or even removal from office might be possible.

It seems you are serving in the capacity of a knowledgeable or "experienced" member as contemplated by this provision on page 254 of RONR when referring to the chair's ruling on a point of order. I imagine this is the passage Dr. Stackpole is referring to: Before rendering his decision, the chair can consult the parliamentarian, if there is one. The chair can also request the advice of experienced members, but no one has the right to express such opinions in the meeting unless requested to do so by the chair." (Emphasis added)

I'm confident every member of the committee knew what the committee was voting on. It was a simple motion to report the nomination favorably. No more, no less. They knew all day long that that is the motion they would be voting on.

Although there was perhaps a bit of confusion do to a rapidly changing situation, my understanding of what happened is the same as that of Mr . Honemann. It was clear to me that no amendment was being offered.

As mr. Katz said, this is one of the problems with email voting or any type of absentee voting. Based on what we have been told, I think the two options are to either vote down the motion and then approve a new motion which is worded correctly or to approve the motion and then adopt a new one to correct it. I would suggest simply voting down the current motion and then starting over with one that is worded correctly.