Josh Martin

For starters, it must be noted that the original motion "to table the discussion of a resolution until a special meeting to be held a week later" was improper for two reasons. First, the motion to Lay on the Table is being confused with the motion to Postpone to a Certain Time. The motion to Lay on the Table is used to set a motion aside temporarily in order to take up some other pending business. No time is specified as to when the tabled motion will be taken up again, and a separate motion to Take from the Table is needed to do so. The motion to Postpone to a Certain Time is used to delay consideration of a motion until some later specified time. Second, even if the member had properly framed this as a motion to Postpone to a Certain Time, the motion would still be out of order because a motion may not be postponed to a special meeting. It may be postponed to the next regular meeting (if within a quarterly interval), to an adjourned meeting, or to later in the same meeting. It is also unclear whether a special meeting for a week later had, in fact, been properly called under the organization's rules. It should also be noted that, of course, either the motion to Postpone to a Certain Time or the motion to Lay on the Table requires a majority vote (or unanimous consent) for adoption. It can't be adopted simply by a motion and second. Additionally, Postpone to a Certain Time is debatable and amendable. Setting all that aside, let's assume for the sake of argument that the board had established an adjourned meeting for a week later, and that the motion was then postponed to that meeting, which would have been the proper way to accomplish this objective. In this event, it would have been out of order to move the same resolution later in the meeting, since this was the same resolution as one which had been temporarily (but not finally) disposed of. At this time, however, it is too late to raise a Point of Order regarding this matter. As a general rule, a Point of Order must be promptly raised at the time of the breach of the rules, and it is too late now. Indeed, even if such a Point of Order had been raised at the time and ruled well taken, it seems likely the motion would have been adopted anyway. Since you say that everyone voted in favor of the resolution, it seems likely that the assembly would have had the votes to either reconsider the motion to postpone or to simply Suspend the Rules. So yes, the motion was adopted. One caveat I would add to my response is that all of this assumes the minutes are an accurate and complete record of what happened at the meeting, and given the assembly's many other problems, I am not entirely certain that is a safe assumption.

"Before the presiding officer calls a meeting to order, it is his duty to determine, although he need not announce, that a quorum is present. If a quorum is not present, the chair waits until there is one, or until, after a reasonable time, there appears to be no prospect that a quorum will assemble. If a quorum cannot be obtained, the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn or one of the other motions allowed, as described above." RONR (12th ed.) 40:11 So there certainly is no doubt that the chair may wait "a reasonable time" for a quorum to appear. Whether or not it is better to wait or to call the meeting to order in a particular case will, I expect, depend on the preferences of the chair, the customs of the assembly, and the circumstances of the particular case.

RONR does not have a position of "Immediate Past President" and most members of this forum recommend against having such a position as it seems to inevitably cause problems. As a result, it will ultimately be up to your organization to interpret its own bylaws. As a general matter, the words themselves (Immediate Past President) suggest that this is the person who served as President immediately prior to the current President, regardless of how long that person served as President, how or why that person became President, and how that person left the office of President. So since you say that "a new president was elected from the remaining board of directors for the 3 months prior to the AGM," it would seem to me that person is the Immediate Past President.

Well, now I'm confused. You said earlier "I am a non-voting member of the board of directors (BOD)" and now you have said that you are "not a member of the BOD." If the latter is correct, then there is certainly no doubt that it is at the board's discretion whether or not to inform you of meetings and whether or not to permit you to attend meetings, at least so far as RONR is concerned.

It may well be customary, but it is nonetheless improper. All members of the board must be informed of, and have a right to attend, all meetings of the board. I personally recommend to my clients to NOT have the Executive Director be a member of the board (even a non-voting one) in order to grant the board the ability to invite the ED or not as the situation warrants. Unless and until the bylaws are amended in that regard, however, the Executive Director has a right to be notified of and attend all board meetings.

If a society's bylaws provide that the board shall consist of "between 5 and 10 members," then the bylaws should also provide how the actual number of board members is set. Such a provision may be intended to grant the society's membership the power to set the exact size of the board as needed to fit current circumstances, and is not necessarily intended to grant the board that authority. In the absence of language clarifying this matter, I am generally inclined to think that the body which elects the board has the authority to determine its size. To the extent the board is granted this authority, then what is said here appears correct. On the other hand, if the membership has set the size of the board at, for example, seven members, then the board must act to fill vacancies until it has reached that size, notwithstanding that the bylaws only require a minimum of five members. Additionally, even in the event that the bylaws include a range rather than an exact number of members, the board still remains able to act if it falls below the number set by the society or even if it falls below the minimum in the range, so long as the board can still meet the quorum requirement, although the vacancies should be filled as soon as possible.

I would first note that the minutes shouldn't contain discussions. The minutes are supposed to be a record of what was done, not what was said. Setting that aside, assuming there is nothing in the society's rules or applicable law to the contrary, only the members of the body have a right to view the minutes. If the assembly customarily releases its minutes to the public, then the assembly may, at its discretion, choose not to release a particular set of minutes to the public, or to release a modified version of the minutes to the public. I see no reason why this decision could not be made after the fact (other than that it may be difficult to contain the information as a practical matter if it has already been widely disseminated). If the society's rules or applicable law do have requirements on this matter, those rules should be consulted.

It is ultimately up to the organization to interpret its own rules, but generally I would think so, unless the rule provides an exception in this case.

"The chair’s judgment as to the more numerous side in a vote, or whether there are two thirds in the affirmative, also is not a ruling and is not subject to appeal. If a member doubts the correctness of such an announced result, however, he should call for a Division (see 29) or move that the vote be counted." RONR (12th ed.) 24:7 "If the chair made a procedural error in declaring a motion adopted or lost, for example, in declaring that a motion which received a majority vote but not a two-thirds vote was adopted when a two-thirds vote was required under the rules, a point of order may be raised to that effect." RONR (12th ed.) 24:7n4

There is no conundrum to resolve, there is no need to amend the constitution, and the chairman is incorrect. The fact that the constitution provides that the executive body shall consist of five members does not mean that the executive body is unable to conduct business, let alone that it ceases to exist, on the grounds that it temporarily falls below that number. So long as the executive body is still able to obtain a quorum it can continue to conduct business, and the first order of business should be to fill the vacancies as soon as possible. If the chairman is an obstacle to this, note that the chairman's rulings may be appealed from, which places the question in the hands of the assembly. So what does the constitution say (if anything) regarding a quorum?

I think it is unclear, however, whether the rule in question applies outside the context of a meeting, as is the case here.

RONR has no answer to these questions. The rule in question is found in your bylaws, not RONR. It will be up to your organization to interpret its own bylaws. Generally, I am inclined to think that if the bylaws require unanimous approval for actions taken outside of the context of an in-person or videoconference meeting, that rule applies regardless of whether the action originated at in in-person or videoconference meeting. If this is correct and the motion did fail, the motion could be reintroduced at a future meeting.

The latter. Members have a right to abstain, but there is no need to specifically call for abstentions, since members may abstain by simply remaining silent. "The chair does not call for abstentions in taking a vote, since the number of members who respond to such a call is meaningless. To “abstain” means not to vote at all, and a member who makes no response if “abstentions” are called for abstains just as much as one who responds responds to that effect (see also 45:3)." RONR (12th ed.) 4:35

Have you read the cited pages I mentioned? Is there something in particular on those pages you have questions about?

RONR provides that members can vote, but RONR has no answer to the question of whether a person who has been appointed to a board by the California governor but not yet confirmed by the legislature is a member of the board, because that is a question about the meaning of California law (and possibly the California constitution), not a question about RONR.

See RONR (12th ed.) 62:2-15.

Yes. Yes. Unless your rules provide otherwise, ex-officio members have the same rights as other members.

I suppose your organization will have a question of bylaws interpretation on its hands to determine how the meetings the other "as necessary" meetings are called since the bylaws do not specify. In the long term, it would seem prudent to amend the bylaws to clarify this matter.

Thank you. Based on the facts provided, this appears to be the relevant provision. The rule in question refers to "written consent... in accordance with law." This does not seem, to me, to specifically require a secret ballot, although it may be beneficial to refer to the laws in question for a definitive answer.

What exactly does this mean? Your bylaws say nothing whatsoever regarding mail voting? They say nothing whatsoever regarding amending the bylaws? They define these subjects but are silent on signatures? Please quote exactly what your bylaws say regarding any of these subjects. What I will say in quite general terms is... If the bylaws truly are silent on all of this, then the vote is null and void since voting by mail is not permitted unless authorized in the bylaws. If the bylaws provide for a vote by mail and specifically require a "ballot vote," then this means a secret ballot unless otherwise specified. So if the bylaws do not require a signature, no signature is required. If the bylaws provide for a vote by mail and do not specify a "ballot vote," then the vote can be secret or not, at the society's discretion. I'll feel a lot more confident providing an answer, however, when I am able to do so based on actual language in the bylaws.

What do your rules say regarding calling a meeting of the Executive Committee? What is said in 50:21 is irrelevant, because the Executive Committee (despite its name) is actually a board, not a committee. "The executive committee is thus in reality a “board within a board” and operates under the rules in this book applicable to boards rather than those applicable to committees." RONR (12th ed.) 49:13 No. The standard order of business is as follows: "1) Reading and Approval of Minutes 2) Reports of Officers, Boards, and Standing Committees 3) Reports of Special (Select or Ad Hoc) Committees 4) Special Orders 5) Unfinished Business and General Orders 6) New Business" RONR (12th ed.) 41:5 If a motion was pending when the meeting adjourned, this would be the first item considered under Unfinished Business, however, the meeting does not begin with Unfinished Business. As you can see, several other headings occur first.

What do the bylaws say regarding this matter?

The President was incorrect that he was no longer President. The resignation is not final until it is accepted. In any event, however, if the President refused to consider presiding, the Vice President (or in the absence of the Vice President, a Chairman Pro Tempore appointed by the President and confirmed by the assembly, or a Chairman Pro Tempore elected by the assembly if the President refuses to do that as well) would preside and state the question on the motion to adjourn. Alternately, if the assembly did the correct thing and promptly moved to accept the President's resignation, the Vice President would become President and preside (unless the Vice President was absent, in which event a Chairman Pro Tempore would be elected by the assembly). With that said, however, it is not proper to combine a motion to adjourn with a motion to Refer to the Executive Committee, or to combine a motion to adjourn with calling a meeting of the Executive Committee. A motion to refer to the Executive Committee may be adopted by majority vote, but it would be adopted as a separate motion prior to the motion to adjourn. Your own rules should specify how meetings of the Executive Committee are called. Any motion must be placed before the assembly to be valid. In the case of a presiding officer who refuses to place a properly made motion before the assembly, there are tools to deal with that. I do wonder, however, if the terms "executive committee" and "executive session" are being confused. An executive committee is a "board within a board," which consists of a subset of the members of the board. An "executive session" is instead a meeting of the same assembly in which the proceedings are secret. In the latter case, a motion to adjourn was still not the proper tool, but a member could have moved that the assembly enter executive session. RONR already provides for this. I certainly agree that there is no issue at this time with the adjournment based upon the facts presented, but there may be an issue with what subsequently occurred in an Executive Committee meeting if said meeting was not properly called (and assuming that it was, in fact, an executive committee meeting and the OP is not confusing executive committee and executive session).

This question is outside the scope of RONR and this forum. I would suggest consulting an attorney.

I think not strictly at all in this particular case. The rules in RONR are generally written with the assumption that business is occurring at a meeting, and therefore this particular rule assumes that the election is occurring at a meeting. In a situation where the election is completed entirely outside the context of a meeting, I do not think the rule in question is applicable. Your organization's bylaws take precedence over RONR. So if your bylaws provide for the procedure you describe, then those rules take precedence over RONR.