Dan Honemann

If I were the secretary, i would record the name of the member who actually made the (quite unnecessary) motion to approve the minutes. No vote should have been taken, but since it was it should be recorded that the motion was approved (or approved as corrected if corrections were made).

We were referring to the non-existent duty to publish the minutes within the specified period of time.

But if it has to be two separate meetings, the question asked is "Could that 15% call two special membership meetings simultaneously or must they only call one and then hold that meeting before calling another?". I think they certainly do not need to wait for meeting A to be held before calling meeting B (unless, of course, what meeting B will be called for depends in part upon what happens at meeting A), but can they be called simultaneously? I see nothing in RONR which addresses this question, and I cannot at the moment think of any reason why this could not be done. One reason to do it might be to save postage. If so, I would suggest that two separate calls be prepared to be included in one envelope. Incorporating both calls into a single document is apt to lead to confusion. If the cost of postage is not an issue, it would be best to mail out separate calls, and I see no reason why this could not be done on the same day.

Yes, I think that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.

Under some rather unusual circumstances I would think. Minority reports are customarily resorted to by members of a committee (see RONR, 12th ed., 51:64-70).

Yes, I think it does make a difference. As I may have previously indicated, I think that a motion regarding the timeframe for publishing the minutes of a meeting currently in session is a motion "that may arise in connection with the transaction of such business or the conduct of the meeting", thus permitting its consideration at a special meeting even although it was not mentioned in the call. My concern was with the fact that the motion appeared to be a motion directing the secretary to perform a duty which the bylaws place him under no obligation to perform. If, as now appears to have been the case, the secretary had previously agreed to perform this duty, it seems to me that the motion may well have been in order.

Federal and state.

No, it doesn't. An organization can adopt whatever rules it wishes for the governance of its proceedings provided that such rules do not violate the constitutional rights of any of its members or conflict with any federal, state, or local statute or ordinance applicable to it. With respect to meeting held electronically, RONR tells us, in 9:31, that "[a] group that holds such alternative meetings does not lose its character as a deliberative assembly (see 1:1) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present." This sentence (which I have bolded) is simply noting that, if these conditions exist, holding such a meeting will not disqualify it from constituting a deliberative assembly as defined in 1:1. If these conditions do not exist, as in the instant case, the meeting does not constitute a deliberative assembly as defined in RONR. Well, so what? The answer, as far as I can determine, is found in the footnote to 1:1, "... many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." As noted in 9:36, all sorts of additional rules will have to be adopted regarding the conduct of meetings held electronically, regardless of whether or not they constitute deliberative assemblies.

Whether the Chair is or is not inclined to abuse a rule is beside the point. Mr. Martin, do you have any doubt but that a rule such as the one presented at the outset of this thread will, if applied, remove the opportunity for simultaneous aural communication such as exists when the board members are present at an in-person meeting?

No, of course not. The opportunity for simultaneous aural communication exists when the members present are able to hear each other.

I didn't expect that I would be starting a firestorm. 😀 This is what RONR says in 9:31 (with emphasis supplied by me): "Among some organizations, there is an increasing preference, especially in the case of a relatively small board or other assembly, to transact business at electronic meetings—that is, at meetings at which, rather than all participating members being physically present in one room or area as in traditional (or “face-to-face”) meetings, some or all of them communicate with the others through electronic means such as the Internet or by telephone. A group that holds such alternative meetings does not lose its character as a deliberative assembly (see 1:1) so long as the meetings provide, at a minimum, conditions of opportunity for simultaneous aural communication among all participating members equivalent to those of meetings held in one room or area. Under such conditions, an electronic meeting that is properly authorized in the bylaws is treated as though it were a meeting at which all the members who are participating are actually present." and in 9:34: "It is important to understand that, regardless of the technology used, the opportunity for simultaneous aural communication is essential to the deliberative character of the meeting." At the outset of this thread we were told that a board's chair has proposed a "new process for Zoom meetings: meeting participants will be muted by default, with hand raises noting a desire to speak, and the “X/no” or “Ta-da” emoji noting a desire to make an interrupting motion." The question was: "So would having all board members muted by default be a violation of this section [referring to 9:31] of RONR ? I replied by saying: "When members participating in a board meeting are muted, the group that is meeting does not constitute a deliberative assembly (see 1:1, 9:31, 9:34)." I thought it was a no-brainer, and I still do.

Here's what it says: "SECTION4. REMOVAL BL3.4.1 Elected Leadership Officers or Members may be removed for cause by a two-thirds (⅔) affirmative vote of the Members when a quorum of two-thirds (⅔) is present." What more do you need? Do you need it to say "... may be removed for cause simply by a two-thirds (⅔) affirmative vote ..."?

But if they talk they can be heard. That's the requirement we're concerned with.

Why can't they?

When members participating in a board meeting are muted, the group that is meeting does not constitute a deliberative assembly (see 1:1, 9:31, 9:34).

My guess is that such a motion will most likely violate some rule in the organization's governing documents or applicable law.

59:35(1) and 43:16 are helpful in this regard.

Actually, I think that you could make a motion such as the one that you suggest, but it appears to be overkill. Why not just move to suspend the rules that interfere with the consideration of the resolution you have in mind?

If a bylaw in the nature of a rule of order says that it cannot be suspended, it cannot be suspended.

The minutes should reflect exactly what was adopted, which in this case is the agenda as amended. "The agenda, after amendment, was adopted as follows:"

I too first met George Mervosh many, many years ago at an NAP convention. This was in the bar to which we had both fled for survival. We greatly enjoyed the drinks and each others company for quite some time. A lasting friendship was formed, and I look forward to seeing George again at another meeting of the TFP some day. His presence in this Forum will be sorely missed.

Frankly, I don't understand the question. When is this "adding" of items to the agenda taking place? While it is pending for adoption? After it has been adopted? I assume that "change the agenda" means amend it, but I don't know what is meant by "list the changes with the motion to accept".

Of course not.

And I am saying, based solely upon what has been posted, the answer is no.

There may well be other provisions in your bylaws which will shed light on this, but based solely on what is said here it would appear that all that is required for removal is the affirmative vote of two-thirds of your entire membership. Presumably, this vote must take place at a regular or properly called meeting of your membership. The "cause" for removal will presumably be set forth in the motion or resolution calling for removal.