Dan Honemann

Committees, like boards, can take action only at properly called meetings. So how did this committee, during one of its meetings, enter into a contract?

You say that a "committee enters into a contract ... without board approval", and seem to assume that everyone will know exactly what you mean by this. Perhaps others will, but I'm at a total loss.

How about picking out one example, give a reasonable amount of detail, and we can deal with it.

Indeed it is. So we now have Messrs. Hieu H. Huynh and alr tied for first place.

Yes, a change in facts will change the answer. The question, essentially, is whether or not, when the assembly adopted the bylaw provision directing that vacancies occurring during the year shall be filled by the board, it intended to divest itself of authority to fill vacancies if members of the board deliberately prevent the board from performing its duties. I think a reasonable argument can be made that it did not. Actually, the answer is rather clear that it did not intend to divest itself of all authority over the filling of vacancies if its regular meetings are held only once a year, but I gather this is not the case.

Go ahead and do it. You say that your bylaws provide (in relevant part) that: "Any vacancies occurring on the Board of Directors during the year shall be filled for the unexpired term of office by a majority vote of all members of theBoard of Directors at its regular meeting following the creation of such vacancy ..." I think a reasonable argument can be made that your membership did not intend by this provision to fully divest itself of the authority to step in, under the circumstances you describe, and elect someone to fill the vacancy. So just go ahead and do it at the special meeting of your membership that has been (or is being) called for this purpose. A majority of your membership can decide, if necessary, whether or not it has retained the power to do what it is doing (read Sections 23 and 24 in RONR, 11th ed., rather carefully).

With all due respect, I'm afraid that none of this makes any sense to me, other than the first sentence.

As RONR notes, on page 606, "...the delegation is in effect a committee to represent and act at the convention for the constituent society or unit that chose it." I'm inclined to agree, therefore, that if I'm taking Mr. McClintock's multiple-choice exam, I'll choose b. I also agree that nothing in RONR says that a delegation must present a report to its parent body, which means to me that it should report only if called upon to do so, which may occur in a number of different ways.

My resignation is the only change in personnel, although it should be noted that Dan Seabold and Shmuel Gerber are both now full-fledged members of the team

Such a motion is treated just like any other main motion. The "accused" member has as much right to enter into debate on the motion as does any other member. Although he probably should refrain from voting on the motion, he cannot be compelled to do so (RONR, 11th ed., p. 407, l. 21 to p. 408, l. 7).

I'm afraid I can't do any better than I did in post #17 in attempting to explain what I think General Robert was telling us.

Perhaps not, since I don't think there are that many.

They certainly can if they handle it properly.

No, I don't think it's a question of intent.

I think General Robert is rather clearly saying that a board which has the power to fill vacancies in its membership cannot reduce its quorum by neglecting its duty to fill vacancies immediately, and that, as a consequence, if such a board allows the number of its members to fall below its quorum by neglecting to fill vacancies as they arise, it will be unable to act (unless, of course, its governing documents make provision for such a contingency). No, I don't think so. I think General Robert would have answered the question posed by DWC 121 in exactly the same way. That is, I think he would have said that a board such as the one referred to in post #1 cannot reduce its quorum by neglecting its duty to fill vacancies as they arise.

So you think the General got it wrong?

Yes. It seems clear to me that General Robert would agree with the OP's reasoning that "if enough Board members resign (perhaps due to internal squabbling) and the remaining Board members do NOT fill the vacancies... maybe because some Board members have an ulterior motive... it should NOT give the remaining Board members the power to push something through with less than a majority of a full Board."

General Robert would agree with you (Parliamentary Law, Q&A #365, p. 530).

Yep, you've found a typo in the 11th edition, which is something that's not easy to do.

Lest there be any misunderstanding, I think it is incumbent upon me to make it plain here on this message board that I am no longer a member of the authorship team of RONR and RONRIB. As you can well imagine, the preparation of new editions requires an enormous amount of work, and it gradually became clear to me that my interest in and enthusiasm for the job had diminished to the point that I would no longer be willing to devote the time and effort required in order to do my fair share of the work involved. As a consequence, I felt I should resign, and I have done so. This does not mean that I will no longer continue to post messages here on the forum from time to time, and so I’m afraid that you regulars will have to continue putting up with me until such time as the boss lady shuts me down.

It doesn't matter what RONR says. The board's rule prevails.

If your council's policy is to follow Robert's Rules, as you say it is, then it should not be adopting any agenda at all if (as I assume is the case) it meets at least as often as once every three months. It should follow the standard order of business found in RONR, 11th ed., on pages 353-63. If it adopts an agenda listing new business as one of its headings, nothing should or need be listed under this heading. Any item of business specifically listed on an agenda is either a special order or a general order, and neither of these comes under the category of new business. A "topic for discussion" doesn't constitute "business" in any event. In other words, if your council meets at least as often as quarterly and adopts an agenda listing something as a topic for discussion under new business, you are already so far outside of Robert's Rules that there is nothing that can be cited in RONR to answer your question.