Josh Martin

Okay, but why do some board members want to refuse to accept the resignations? It might matter for next steps if they do not accept.

I am inclined to agree that the organization can (and must) send the ballots as soon as possible notwithstanding that it failed to send them on time. Nonetheless, I am not entirely certain that it will be possible for the directors to be "duly elected." You say that "Directors are nominated and chosen by ballot (not at a meeting) then announced at the annual meeting, which of course was cancelled." It may be that your rules require the announcement to occur at a meeting and that the election is not final until this occurs, although it is hard to say for sure with a brief paraphrase. In any event, if the board is empowered to fill vacancies, this will allow the board to continue functioning until the election can be completed.

See RONR, 11th ed., pgs. 645-648 for procedures for disciplining a member for offenses occurring during a meeting. If this is the board of a larger society with a general membership, however, the maximum penalty which may be imposed by the board through such procedures is removing the member for the duration of the current meeting. If it is desired to remove the board member permanently, check your bylaws or see FAQ #20 if they are silent.

Okay. In that event, the board is also the body which has the power to accept the resignation. Also... why is this question being asked anyway? Is it because there is simply a lag in time until the board can meet and accept the resignations? Or is the board actually considering refusing to accept the resignations? If so, why?

Absolutely not. If the rules in RONR are controlling and formal disciplinary procedures are required, a violation of a member's due process rights in this regard is a continuing breach. A Point of Order (and Appeal, if necessary) regarding such a violation can be raised at any time during the continuance of the breach. A violation of a member's due process rights is a very serious error. Same answer as above. A Point of Order and Appeal may still be raised now. Nonetheless, the member remains free to do so now. The information regarding the alleged conduct is irrelevant. Whether the member should be removed is a question for the society to make. In any event, however, the proper process needs to be followed in order to do so. Removed by who? Have the steps leading up to appointing a trial committee been followed? That is, an investigative committee was appointed, the committee made its recommendations, and a resolution preferring charges, setting the trial, and appointing the trial committee was set? In any event, if a trial committee holds the trial, the trial committee makes a recommendation to the society. The society then ultimately determines the question of guilt and the penalty. "If the trial has been held before a trial committee instead of the assembly of the society, this committee reports to the assembly in executive session (9) the results of its trial of the case, with resolutions—in cases where its finding is one of guilty—covering the penalty it recommends that the society impose. The report is prepared in writing and includes, to the extent possible without disclosing confidential information which should be kept within the committee, a summary of the basis for the committee's finding. Unless the report exonerates the accused, he is then permitted—personally, through counsel, or both, as he prefers—to make a statement of the case, after which the committee is given the opportunity to present a statement in rebuttal. The accused—and defense counsel if not member(s)—then leave the room, and the assembly acts upon the resolutions submitted by the committee. The members of the committee remain and vote on the case the same as other members of the society. Under this procedure, the assembly can decline to impose any penalty, notwithstanding the trial committee's recommendation; or it can reduce the recommended penalty; but it cannot increase the penalty. The assembly cannot impose a penalty if the trial committee has found the accused not guilty." (RONR, 11th ed., pgs. 668-669) The society is free to appoint whoever it wishes to the trial committee. Board members are not prohibited from serving on the committee. The society appoints the committee, not the board. Board members may, however, serve on the committee if the society appoints them to serve on it. Well, first, it needs to be understood that the board didn't actually remove the member because it lacks the authority to do so. Nonetheless, the fact that the board erroneously claimed to have removed the member and exceeded its authority by purporting to remove the member does not prohibit board members from serving on the trial committee, although the society is certainly free to take these factors into account when determining who to appoint to the committee.

Do the bylaws say who fills the vacancies? The following response assumes the board is the proper body to accept the resignations. If the resignations are not accepted, then I suppose the board members will technically continue serving indefinitely until either a) the resignations are accepted, b) the trustees are removed through disciplinary procedures, or c) their terms of office end. It should be noted, however, that as a practical matter you can't really force someone to continue serving in an office if they don't want to. So you'll be stuck with six trustees who presumably aren't showing up at meetings or doing anything else. While this is a bad idea in any event, it seems especially foolish in this case, since there are so many resignations that it constitutes a pretty big chunk of the board, which could make it difficult to obtain a quorum for meetings. Usually, unless you can persuade the officer to continue serving, the only reason to refuse a resignation is if you intend to remove the officer through disciplinary procedures instead.

We are told the the rules specifically provide that ""The Executive Committee shall... fix the hour and place of meetings," and also provides that "The Executive Committee shall be subject to the orders of the convention body, and none of its acts shall conflict with action taken by the convention body." Assuming that there is nothing else in the constitution relevant to this question, it would seem that, so long as the convention body has not made its own decision on this matter, the Executive Committee has the authority to "set the date, time, and location of the next annual convention" due to its power to "fix the hour and place of meetings." On the other hand, if the convention body has made a decision on this matter, then the Executive Committee would lack the power to change that decision, because "The Executive Committee shall be subject to the orders of the convention body, and none of its acts shall conflict with action taken by the convention body."

My understanding is that the issue is not whether particular members' votes will count, but that some directors believe that more discussion should have been permitted prior to the vote.

Technically no one has a right to see draft minutes in advance of the meeting, although many assemblies customarily distribute the draft minutes in advance of a meeting, which speeds up the process at the next meeting, since the draft minutes then do not need to be read unless a member demands it. If the minutes are to be distributed in this manner, they must be sent to all members of the board, whether or not they were present at the meeting in question. If the minutes are not distributed in advance, the minutes must be read prior to approval, and (assuming the director is present this time), the director will then learn what is in the draft minutes. After the minutes are actually approved, all members of the board have a right to view them, whether or not they were present (or even whether or not they were a member) at the time of the meeting in question.

I am inclined to agree with my colleagues that if the board has "general management of Club affairs," the board likely is not required to seek authorization from the membership in order to permit an event to be held at the club's property. I would add, however, that the membership retains the right to rescind or amend the board's decision in this matter if it wishes to do so.

Is the organization in question based in the United States? Has the organization in question adopted RONR as its parliamentary authority? If the organization is not based in the United States, I think this question is even more important here than it usually is. In other cases, what RONR says is often still applicable since it is still a manual on the common parliamentary law of the United States, however, what it says will not be of much use for an organization in another country unless it has specifically adopted RONR as its parliamentary authority. I would also note that applicable law may provide otherwise on some or all of these questions, and procedural rules in applicable law takes precedence over RONR. Meetings can only be called as provided in the bylaws. Your bylaws should specify whether meetings can be called by the chairman and, if so, how much notice is required. If a meeting is called in compliance with the bylaws and applicable law, it generally cannot be objected to. On the other hand, if a meeting is not called in compliance with the bylaws and applicable law, the meeting is not valid. Meetings can only be called as provided in the bylaws. Your bylaws should specify whether meetings can be called by the chairman and, if so, how much notice is required. If a meeting is called in compliance with the bylaws and applicable law, the meeting is valid. On the other hand, if a meeting is not called in compliance with the bylaws and applicable law, the meeting is not valid. No. The minutes are a record of what was done. It doesn't matter whether the assembly approves of what was done or even whether what was done was proper. All that matters is whether the minutes are an accurate record. Additionally, even if the Trustees did (improperly) refuse to approve the minutes, that doesn't change anything about the actions taken at the meeting. It just means the assembly has no official record of that meeting, which is generally not a good thing. If the trustees believe that what happened at the previous meeting was invalid on some grounds, a member should raise a Point of Order, followed by an Appeal if necessary. If they simply disagree with what happened, a member should move to Rescind or Amend Something Previously Adopted for motions which were adopted, or renew motions which were defeated. A motion to Rescind or Amend Something Previously Adopted requires a 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote with previous notice. If the trustees believe there are errors in the minutes, those errors should be corrected, and the minutes should be approved as corrected. No one should suggest any changes in minutes other than factual errors, or errors regarding the rules concerning the contents of the minutes, whether or not the person was present at the previous meeting. The sole purpose of the minutes is to maintain an accurate record of what happened at the meeting.

I would add note the the presiding officer might be confused about the meaning of "precedent," since people often are. "Precedent" in RONR does not simply mean "that's how we did it before." That's called a "custom," and a custom falls to the ground if it conflicts with the rules of the assembly, including the parliamentary authority. A "precedent" is created by a ruling of the chair in response to a Point of Order, as well as any subsequent decision by the assembly upon Appeal. A precedent has a bit more weight than custom because it is an interpretation of the assembly's rules. Nonetheless, a precedent which is in error can and should be overturned. Finally, if your rules do not "explicitly say whether he could or could not make" these decisions, then he can't make them. The presiding officer only has authority explicitly granted by RONR (which is not much) and by the assembly's rules. "All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it." (RONR, 11th ed., pg. 456)- For more information about the presiding officer, see RONR, 11th ed., pgs. 448-457.

I think it may have gone off the rails right from the start. We are told that "Our Bylaws offer two methods for receiving and returning ballots: paper ballots that are handed out at the meeting (this are anonymous) and email ballots that can be returned in advance of the meeting (these are absentee ballots and contain identifying information)." Although these rules allow for members to vote by email in advance of the meeting, the rules seem to still require that the election and the counting of the ballots occur at a meeting. Although this is a brief paraphrase, so I suppose I can't say for sure. Additionally, RONR strongly recommends against combining in-person votes and absentee votes. Finally, it seems extremely problematic that some of the ballot votes (or in this election, all of the ballot votes) are not, in fact, secret. Setting all of this aside, however, let's move on to the problems with the voting itself. This is obviously a problem. The three ballots which were received after the polls were closed should not have been accepted. It is a problem that the voter did not receive his ballot. Nonetheless, the vote cast by phone is not valid. What the member should have done was to request that a ballot be sent to his correct email address. This seems a little odd but it looks like it was eventually resolved. As noted previously, the ballots received after the polls were closed should not have been accepted. I really don't know what to make of all this business of people sending ballots back and forth, because normally the tellers all meet in the same room and all have access to the ballots at the same time. As noted previously, the late votes should not have been accepted. If those votes can still be identified, they should be tossed out. If not, the election for this office needs to be redone. The election for this office might need to be redone anyway, due to the fact that it seems at least one member did not receive a ballot (and was therefore denied a right to vote). A ballot process should be designed such that no one, not even the tellers, has any way of knowing how anyone voted. Beyond that, no one but the tellers committee should have access to the ballots unless the assembly orders otherwise. So I think that Teller B is correct that the NEC Chair acted inappropriately.

In my opinion, yes, they are the same office. Concluding that they are different offices would seem to effectively make this limit meaningless, at least as applied to at-large directors, since the limit could be circumvented by simply rotating which of the three at-large director positions a person holds. The Principles of Interpretation tell us that if a rule is ambiguous and one interpretation renders the rule meaningless and the other does not, the interpretation which does not render the rule meaningless is the correct one. Not applicable, since as I have noted above, I do not believe they are different. I think it is the latter. It is not one "office" which is shared. Nonetheless, if the offices are "identical," then I think they are "the same office" for the purposes of the rule in question. What RONR says in regards to a society with multiple Vice Presidents has no relevance to this situation. As you say, RONR suggests that "VPs should be numbered if there is more than one so there is no confusion about who takes the chair in the president's absence." Because at-large directors do not take the chair in the President's absence, however, there is no similar need for them to be numbered. So going back to the original question... In my view, the answer to this question is "No" if the person served more than half of the term of the director who resigned.

It should first be noted that the presiding officer doesn't actually have the authority to make very many decisions. That is, the presiding officer cannot simply decide, in his own discretion, whether or not the assembly shall take particular actions. What the presiding officer can do is to make rulings, which are based not on the whims of the presiding officer, but on the rules of the assembly. Pretty much any of these rulings can be appealed from. The only exceptions are: 1) If the chair is ruling on a Point of Order which is raised while an Appeal is currently pending. 2) If there cannot possibly be two reasonable opinions on the question. They cannot be appealed (since the chairman has not yet made a ruling), but a member can and should raise a Point of Order that the President lacks the authority to make the decision in question. Then if the presiding officer rules that he does, in fact, have this authority (presumably based upon his interpretation of something in the society's rules, since he won't find anything in RONR to back him up on that), a member would then raise an Appeal from that ruling. Unless your rules provide otherwise... The presiding officer does not have the authority to decide, in his discretion, whether members of the public shall be permitted to speak, or which members of the public shall be permitted to speak. Under RONR, no one who is not a member of the assembly has a right to speak. The assembly may, however, permit non-members to speak, by majority vote if no motion is pending or by a 2/3 vote if a motion is pending. The assembly may also have its own rules on this subject, in which event the chair is obligated to follow those rules. The presiding officer does not have the authority to decide "to hear a certain piece of legislation on the floor rather than sending it first to committee." In the ordinary case, when a motion is made it is indeed heard on the floor of the assembly, however, the assembly may refer the motion to a committee if it wishes to do so. The motion to Commit or Refer is debatable, amendable, and requires a majority vote for adoption. Some organizations adopt special rules of order requiring that certain motions are automatically sent to committee when introduced. If this organization has such rules, the presiding officer is obligated to enforce them.

No sort of invalidation is in order on these grounds. A Point of Order regarding a violation, generally speaking, must be raised at the time of the breach. There are some cases in which a Point of Order is so egregious that it constitutes a continuing breach and a Point of Order may be raised after the fact, but this is not one of those cases. I'm not certain. This is a much more serious violation and may constitute a continuing breach, as the rule in question may protect the rights of absentees. In order to say for sure, however, we would need to know 1) what exactly the rule says, and 2) whether there were any absentees - that is, whether all the representatives of all 17 complexes were present.

Thank you for the clarification. Based on these additional facts, in my view, it would not be appropriate for the President to relinquish the chair to speak on an issue in the circumstances described. If the President nonetheless did so, I suppose the situation would indeed unfold as you originally described, except that the President should not recognize himself - he should relinquish the chair first and then seek recognition. It would probably be easier for the President to just find a friend to bring up the issue on his behalf.

That is not correct. If regular meetings are set by resolution, notice must be sent for each meeting unless the organization's bylaws provide otherwise. It is only if the date of the regular meetings are specified in the bylaws that no notice is required (although it is still generally a best practice). "The term regular meeting (or stated meeting) refers to the periodic business meeting of a permanent society, local branch, or board, held at weekly, monthly, quarterly, or similar intervals, for which the day (as, "the first Tuesday of each month") should be prescribed by the bylaws and the hour and place should be fixed by a standing rule. If, instead, an organization follows the practice of scheduling the dates of its regular meetings by resolution, notice must be sent to all members in advance of each regular meeting, and the number of days' notice required should be prescribed by the bylaws (p. 576)." (RONR, 11th ed., pg. 89) I assume that Mr. G is referring to a special meeting, however, particularly since he has asked about this topic before, and in that case it was clear that the meetings in question were called by the President and were called for a specific purpose - in other words, a special meeting.

My original answer assumed that the President is a member of the assembly, since this is generally the case. This now seems to be in some doubt. If the President is not, in fact, a member of the assembly, he has no right to speak. Under ordinary circumstances, where the President is a member of the assembly, the process would work like this: 1) The President relinquishes the chair and the Vice President takes the chair. 2) The President seeks recognition, is recognized by the chair, and makes the motion in question. 3) The motion is seconded, debate ensues, and the President votes like any other member. If the President is not, in fact, a member of the assembly, I do not think it would be appropriate for him to relinquish the chair in order to speak in debate on an issue. The rules in RONR note "If the presiding officer is a member of the society, he has—as an individual—the same rights in debate as any other member; but the impartiality required of the chair in an assembly precludes his exercising these rights while he is presiding. Normally, especially in a large body, he should have nothing to say on the merits of pending questions. On certain occasions—which should be extremely rare—the presiding officer may believe that a crucial factor relating to such a question has been overlooked and that his obligation as a member to call attention to the point outweighs his duty to preside at that time." (RONR, 11th ed., pgs. 394-395) If the President is not a member of the assembly, he has no rights to speak in debate and has no obligations as a member which could outweigh his duty to preside. As a result, in those circumstances I would say the answer to the original question is "No." If the President is some sort of quasi-member who has some, but not all, of the rights of membership then I suppose that complicates things. Lastly, it should also be noted that, unless your rules provide otherwise, it is not appropriate for the President (or anyone else) to explain an issue, speak in support of an issue, and then leave it to someone else to make a motion. So far as RONR is concerned, debate is only in order when a motion is pending. So a member would make the motion first, and then he can explain it and speak in support of it during debate on the motion. I would note that the process is actually not quite as complicated as what you laid out (at least not in RONR). In any event, no, I do not think the "collective losing of minds of those offended by the process" is warranted. If the President is a member of the assembly, he retains the rights of membership. In order to exercise these rights, however, it is critical that he relinquishes the chair in order to do so, in order that a different person who has maintained the appearance of impartiality in regards to the issue can preside. The assembly may well be justified in being offended by the President abandoning his duty to preside, especially if he does this frequently, but I don't think being offended by the process itself is warranted, as the process exists for perfectly legitimate reasons, and also because as far as parliamentary law goes, this is actually a very simple process. If the President is a member of the assembly, then I would say that this is "proper but possibly unseemly." If the President is not a member of the assembly, then I would say that it is improper.

He could, but if he does so, he should relinquish the chair to the Vice President until the pending main question is disposed of, since he has undermined his appearance of impartiality on that issue. RONR notes that this should be done sparingly.

Well, you still haven't answered my question about what the bylaws say about the terms of officers. Regardless, I think it is correct that this is likely "the most expedient solution." I can think of two potential options to move forward, depending on what the bylaws say about the terms of officers. In either case, the board can still take into account the results of the unofficial email vote if it wishes to do so. In this manner, the opinions of the membership (to the limited extent the members were permitted to express their opinions in the email vote) will still be taken into account. 1.) If the bylaws provide that officers serve "until their successors are elected," then the current board members will continue to serve notwithstanding the expiration of their terms and notwithstanding the failure to hold elections. In this event, there are not actually any vacancies to fill at this time. What the board could do, however, is if certain board members either chose not to run for reelection or the membership did not elect them in the informal email vote, those members could resign from the board, their resignations could be accepted, and the board could then fill the resulting vacancies, taking the opinions of the membership into account in filling such vacancies if it wishes to do so. 2.) On the other hand, if the bylaws do not provide that officers serve "until their successors are elected," then the terms of board members would expire on the specified date if the election is not completed. The board could, however, use its power to fill vacancies to solve this problem, once again taking the opinions of the membership into account in filling such vacancies if it wishes to do so. If the board members serve staggered terms, this could be done at any time. If the board members' terms all expire at the same time, the board would need to be sure to act prior to the expiration in their terms, and act to preemptively appoint persons to fill the vacancies which will occur if the elections are not completed prior to the expiration of the members' terms. It should be noted that in either of these circumstances, the persons appointed to fill the vacancies will only serve until the election can be properly completed by the membership. In this event, email votes are not permitted. The fact that the board has "great latitude to make decisions for the membership" doesn't help since the membership doesn't have the authority to make this decision either. Only a provision in the bylaws is sufficient. Unless your bylaws provide for this procedure, it is improper. Under RONR, members have the right to vote for the candidate(s) of their choice for available positions. Members are not required to vote "yes" or "no" on a slate of directors. Since it appears that, in this case, this vote is purely advisory, I suppose it doesn't really matter. It is, however, something to keep in mind for future elections. It will be necessary for the society to either start conducting elections as provided in RONR or, in the alternative, amend the bylaws to provide for this procedure of voting "yes" or "no" on the "slate" of candidates. In the latter event, some thought may need to be given to what happens in the event that the membership votes "no" on the slate. I suppose I would also note that under RONR, in the event that there is no contest for positions - that is, there are no more nominations than the number of positions to be filled, then if the bylaws do not require a ballot vote, the chair may simply declare the nominees elected without a vote of any kind. If the bylaws require a ballot vote, however, a ballot vote must still be taken. Members are free to vote for the nominated candidates or to write-in candidates of their choice. Of course, individual members still need to be given an opportunity to make nominations of their own, and it is not clear whether this occurred. Then it appears that it will be some time before the bylaws can be amended.

It appears that the Camp Director serves as ex officio chairman of the Summer Session Committee, and the Camp Director is elected by the membership. So the only way to remove him from his position as chairman would be to remove him from his position as Camp Director, which can only be done by the membership unless the bylaws provide otherwise. It is not clear if the bylaws provide a term of office or removal procedures for the Camp Director elsewhere, so I'm not entirely certain what procedure would be followed for this. In this case, the bylaws provide that the chairman is appointed by the board, however, the bylaws also provide a fixed term of office and do not include an "until their successors are elected" clause. As a result, the chairman may be removed by the board, but only through formal disciplinary procedures as described in Section 63 of RONR, unless your bylaws provide otherwise. In this case, the nominating committee's members are elected by the membership and the member serving in their third year shall be the chair, and they serve fixed terms without an "until their successors are elected" clause. As a result, the only way to remove the chairman would be for the membership to remove the person who is serving their third year from the committee entirely, which could only be done by the membership through formal disciplinary procedures, unless your bylaws provide otherwise. This would also mean that no one would technically be the chair of the nominating committee (since there is no longer any member serving their third year), so the committee would need to elect a Chairman Pro Tempore at each meeting. Since the bylaws are silent regarding the appointment of the members and chairmen of these committees, the default rules in RONR would apply. Since the board creates the committees, the board also has the authority to appoint members of the committees, including the chairman. The board may also remove the chairman by adopting a motion to Amend or Rescind the motion appointing him. This may be adopted by a 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote with previous notice. An ad-hoc committee is a special committee. It would seem to me this committee no longer exists. The board could recreate a new special committee for this purpose. Since the goal is to have the committee keep going year after year, however, it would seem preferable to amend the bylaws to either 1) add this committee, or 2) authorize the board to create additional standing committees. "A special (select, or ad hoc) committee is a committee appointed, as the need arises, to carry out a specified task, at the completion of which—that is, on presentation of its final report to the assembly—it automatically ceases to exist." (RONR, 11th ed., pg. 492) "A special committee—since it is appointed for a specific purpose—continues to exist until the duty assigned to it is accomplished, unless discharged sooner (see 36); and it ceases to exist as soon as the assembly receives its final report. The fact that an annual meeting intervenes does not discharge a special committee. But in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time, like a convention of delegates, a city council, or a board of directors, a special committee expires with the body that appointed it, unless it is appointed expressly to report at a later time. If it does not report, its life expires with that of the body to which it was to report." (RONR, 11th ed., pgs. 502-503)

It is unfortunate that the board members do not understand nor are willing to educate themselves regarding parliamentary procedure, but I don't think someone actually needs to know much of anything about parliamentary procedure to know that it's wrong to exclude a board member from a board meeting. You might point out that if they don't rein in this behavior, there's nothing stopping the President from leaving them out of meetings too. In any event, if the appeal still fails, then I suppose the next step would be to take the issue to the membership. If they don't care either, you're out of parliamentary options. There might be legal recourse, but that would be a question for an attorney, not this forum.

Yes. See RONR, 11th ed., pgs. 643-648 for information regarding discipline for offenses occurring during a meeting. Since this is a board, the following information is also relevant: "The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above. It may protect itself against breaches of order by its members during board meetings, and against annoyance by nonmembers, by employing the procedures outlined on pages 645–49, but the maximum penalty which may be imposed upon a disorderly member of the board is that he be required to leave the meeting room during the remainder of the meeting." (RONR, 11th ed., pg. 486) I advise reading pgs. 643-648 in their entirety before proceeding, but the short version is that (after repeated warnings from the chair regarding the disruptions), the chair "names" the member, orders the secretary to record the disorderly conduct and words in the minutes, and then puts the question to the assembly on the penalty. At that point the board could, by majority vote, order the member removed for the remainder of the meeting. Permanently removing the member from the board, however, may be a bit trickier. See FAQ #20.

Since the bylaws provide that "Directors may be removed from office with or without cause by the Assembly membership at a meeting called at least in part for the purpose of considering removal," it would appear that a special meeting of the Assembly must be called and the removal of the director(s) in question must be one of the items listed in the call. The fact that the item must included in the call of the meeting does not necessarily mean the item must be listed on the agenda, or even that there will be an agenda. An agenda is a list of the classes of business and particular items of business, in a particular order (and possibly with certain times assigned to particular items of business). An agenda is generally adopted when the standard order of business or a special order of business is not applicable for the meeting. A special meeting may only consider the items listed in the call. As a result, an agenda is probably unnecessary if a special meeting is called for a single item of business, since the order in which the business would be considered is pretty obvious in such a case. If a special meeting is called for multiple items of business, it is conceivable that an agenda would be desirable. Finally, it is simply not possible under RONR to know at the time of issuing the call what will or will not be "on the agenda," since the agenda is adopted by the assembly at the meeting itself. It is also possible the organization has its own rules governing the use of agendas, and in that event, those rules should be followed. It depends. How are committee chairs appointed in the first place? Additionally, do the bylaws provide a fixed term of office for committee chairs? Probably, since it seems doubtful that your bylaws provide that this is how committee chairs are selected. I can't say for sure, however, since I have not yet been provided with what the bylaws say about how committee chairs are selected. I need to know how chairs are appointed in the first place to know how to remove them. Probably. If the bylaws specify certain standing committees, then other standing committees cannot be created unless the bylaws authorize the creation of additional standing committees. So if the bylaws do not authorize this, then a committee which is not listed in the bylaws is certainly a special committee. If the bylaws do authorize the creation of additional standing committees, then we would need to know more about the motion establishing this committee to determine if it is a standing committee or a special committee.