Richard Brown

I gather that does seem to be what Kim is saying, but I disagree with that interpretation. Kim's interpretation wreaks havoc with the bylaw provision that one third of the directors shall be elected annually. It is simply not compatible with that provision. I also still maintain that it is ultimately up to this society itself to interpret its own bylaws.

Resolutions are just motions that are usually submitted in writing, contain a preamble (the "whereas" clauses), and are often bit more complex than ordinary motions. They are a bit more formal than ordinary motions. RONR probably doesn't go into as much detail as you would like, but it does discuss resolutions in several places, primarily on pages 33, 100 and 105 of the 11th edition. As Mr. Huynh said, it is ultimately up to your organization (and the sponsor of the motion/resolution to determine whether to propose it as a regular motion or as a more formal resolution. There are no hard and fast rules.

I agree with the answers by Mr. Huynh and Mr. Goodwiller. I would add, however, that if your organization is incorporated, you might check (or have an attorney check) your state's non profit corporation laws for any applicable provisions. It is possible that state law authorizes your council to conduct business via teleconference unless prohibited in the bylaws.

Huh???

I agree. But, I do think that ultimately it is up to this church to interpret its own bylaw provision on the subject. If I had a say in the matter, I would say the same thing you said.

Keefe, I believe this is a matter of interpreting your society's bylaws, something that only your society itself can do. I believe it can be reasonably interpreted to mean either that the person elected at the annual meeting serves the rest of the unexpired term or that the person elected serves a full three year term. Question Do your directors serve staggered three year terms so that only, say, one third of them are elected each year? If so, that might indicate that the replacement serves only the remaining term of the member who resigned. To say that he serves a full three year term would throw your rotation system of replacing one third of the members every year out of whack.

Guest Terri, keep in mind that unless your bylaws provide otherwise, previous notice of proposed bylaw amendments must state what specific changes are being proposed. It is not sufficient to give notice that says simply "At the next meeting amendments to the bylaws will be considered". Here is a quote from page 121 of RONR regarding "previous notice": "The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. 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." (Emphasis added).

Nothing in RONR prohibits it, but what do your bylaws say about who can be an officer? That's where you need to look for your answer. RONR does not require officers to be members.

I think it is just a bad idea. Possible? Yes, sure. Good idea? No, definitely not.

According to RONR, the minimum officers necessary for a deliberative society (an organization) to conduct business are a presiding officer and a secretary or clerk. Of course, you should have whatever officers your bylaws call for, but having one or more vacancies does not mean that you suddenly cannot conduct any business. You should simply fill the vacancies as soon as possible. Edited to add: If your organization is incorporated, state law might require that the organization have certain officers.

Only if it is determined after a point of order that the requirements for being nominated also apply to bring eligible to serve or to actually hold the office.

I agree with Godelfan. I see nothing wrong with the motion. You adopted a rule or policy restricting the items that can be sold. It is no different than the policy many businesses and organizations adopt prohibiting the sale of firearms or the possession of firearms on the premises.

Because words mean things. A nomination is not the same thing as an election. A qualification for being nominated is not the same thing as a requirement for holding the office or for serving. Perhaps the drafters of the bylaws intended for qualifications to be nominated to also be requirements for serving or for actually holding the office. But, in my opinion, the bylaws must clearly say so. Someone who is elected through a write in campaign has never been nominated.

Nancy, I agree with the response immediately above by Godelfan as well as the response by Mr Mervosh. Disciplinary procedures are rather technical and complicated. Trying to shortcut them can get your organization and its officers sued. I suggest that you and your president, and perhaps the entire board, read chapter XX in RONR, which is the chapter on discipline. It is 26 pages of detailed information and procedures.

I'm not sure what your situation is or what you are asking. RONR says nothing about "petitions" for special meetings or "acknowledging" petitions. I assume your bylaws provide for a certain number of members to request a special meeting by petition. Special meetings can be called only in the manner and by the persons designated in the by-laws. Since this appears to be a customized rule of your organization, your organization itself will have to determine what is a reasonable amount of time for the responsible officer to act after receiving a request or petition for a special meeting. If this did not address your question, please try restarting it.

I agree. I should have added that.

And that person, once selected, is called the Chair (or chairman). Well, technically he is chairman pro tem... for the purposes of that one meeting. That "branch" would have to elect a chairman pro tem at every meeting as long as it has not elected a permanent one. Question: Do these branches have bylaws? How do they function? Are they supposed to have a regular presiding officer, by whatever name he is called?

Guest acob54, I'm afraid that I, too, don't quite understand what you are asking.

I agree with the Attorney General's recommendation. Ending the executive session should be done by a motion to do so. It requires a second and a majority vote unless it is done by unanimous consent (which is often the case). The motion is debatable, just like the motion to go into executive session.

I agree with Mr. Mervosh. The minutes normally should not contain anything about the discussion or the reasons for the motion unless it was a lengthy and probably written motion in the form of a resolution with "whereas" clauses stating the reasons for the motion. If it was a simple motion to do something and the erroneous information was stated in debate, that does not go into the minutes. Only the text of the motion as adopted goes into the minutes, along with the name of the mover.

Then invite the two outgoing (or former) board members to board meetings only when the wisdom of their experience is desired. Take those issues up early in the meeting and let them be on their way.

Well, in that case, this is a matter if bylaws interpretation, something only Guest Joe's organization itself can do. I think we can safely say, however, that nothing in RONR, in and of itself, prohibits a body from selecting someone to assist various officers with their duties. Any prohibition would have to come from a provision in the bylaws.

The motion appears to have been validly adopted and is valid and in force. The motion can be rescinded (or amended) by using the motion to amend or rescind something previously adopted. If previous notice of the motion is given, it can be adopted by a majority vote. Without previous notice, it requires a two thirds vote or the vote of a majority of the entire membership.

As Edgar Guest was fond of saying. " You count heads, not hats". A member does not get an extra vote for wearing two hats. He still has just one head.

I agree. I think that's what I said ten or twelve posts ago.