Josh Martin

I would think the same rule would apply.

Yes, it is correct that a person may serve in multiple positions unless the bylaws provide otherwise. Since you say that your bylaws are silent on this matter, a person may serve in multiple positions. So the vacancy could be filled by an existing board member and that board member could serve in that position and in their current position. Until the vacancy is filled, it will be necessary to elect a Secretary Pro Tempore at each meeting to take minutes, and it appears one of your board members has already volunteered to serve in this capacity.

A person can hold two positions unless the bylaws provide otherwise. Since you say your bylaws are silent on this matter, a person can hold two positions.

Your understanding is correct. The fact that the nomination was made by a non-delegate is not a continuing breach, and a Point of Order regarding this issue would have had to be raised at the time.

Because the motion maker has preference in recognition, and a member must be recognized in order to make most motions (including the Previous Question). The fact that the Previous Question takes precedence over the motion to Amend means that this motion is in order while the motion to Amend is pending. It has nothing to do with preference in recognition. If the motion maker has sought recognition, then the motion maker is entitled to preference in recognition over other members seeking recognition. So the chairman should recognize the maker of the motion to Amend rather than the member who wishes to move the Previous Question. So this could only occur if the maker of the amendment does not seek recognition. Preference in recognition and precedence of motions are two different subjects. The rule regarding the precedence of the Previous Question does not change the rules regarding preference in recognition.

Yes, by means of a suspension of the rules, which requires a 2/3 vote for adoption. The President cannot make this decision on his own. It could be done for the item in question or for all of the items (or something in between). Ultimately, the assembly will decide what constitutes a “legitimate reason.” It should also be noted that the term “New Business” properly refers to items which are brought up spontaneously under the heading of New Business, so by definition, there should not be anything listed under this heading. The items you are referring to seem to be in the nature of General Orders. The statement above is not applicable here, because items of New Business (or General Orders) are not in order prior to the reports. (This is not to say it cannot be done, but this citation has nothing to do with rearranging the agenda.) Special orders come after reports, so making it a special order would not be sufficient. A suspension of the rules will be necessary.

One potential solution to this problem would be to permit members, when nominating candidates, to submit a team of two candidates (or “no endorsement”) as a candidate. The other way would probably involve nominating only single candidates (or “no endorsement”) and then have some rules for what happens in various scenarios when the counting process has narrowed the field to two candidates. It might look something like this: 1. If one of the two candidates is “No Endorsement,” and “No Endorsement” has more votes than the other candidate, there is no endorsement. 2. If one of the two candidates is “No Endorsement,” and “No Endorsement” has fewer votes than the other candidate, the other candidate is endorsed. 3. If neither candidate is “No Endorsement,” and one of the candidates has more than X% of the vote, that candidate is endorsed. 4. If neither candidate is “No Endorsement” and neither candidate has more than X% of the vote, both candidates are endorsed. I don’t think these are particularly good systems, but if an assembly were to insist on using a single, preferential ballot to determine both the number of candidates to endorse and which candidates to endorse, this is the best I can come up with.

No, a “breakout session” certainly cannot make changes to the proposed amendments. The assembly itself would be able to adopt the proposed changes if they are within the scope of the notice.

I don’t think it is categorically correct to say that if a member is unsatisfied with an agenda item, he can move to amend it and debate it, nor is it correct to assume that all agenda items bring business before the assembly and require a vote. Committee reports, for instance, are frequently included on an agenda, but if the report is for information only, it is neither amendable nor debatable. (If the report contains recommendations, the motions to implement those recommendations may be amended and debated, but not the report itself.) I do think it is correct to say that if the “agenda item” does bring business before the assembly and requires a vote, then it is a motion (and probably a main motion). Yes. Yes. A member could move the Previous Question on the rule before other members have an opportunity to move to amend it. This requires a 2/3 vote. If adopted, the assembly would proceed to an immediate vote on the motion. If a member has made a motion to Amend, however, it is too late for other members to stop him from speaking on the amendment, because the motion maker has preference in recognition. After he is done speaking, the Previous Question could be moved to prevent further debate.

Only a member who has the right to vote is a member in the sense RONR uses the term. You should double check the rules in question to see what exactly the rules say about the mayor voting. It seems to me that a quorum was not present in any event because the rule specifically states that a “majority of the Trustees” shall constitute a quorum and, as I understand the facts, the Mayor is not considered to be a trustee. So no business should have been conducted. No.

“The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session, unless that which would be reported in the minutes—that is, the action taken, as distinct from that which was said in debate—was not secret, or secrecy has been lifted by the assembly.” (RONR, 11th ed., pg. 96) This wording suggests to me that approving the minutes in open session lifts secrecy regarding the contents of the minutes, but does not lift secrecy for the executive session in its entirety.

First, for future reference, please post a new question as a new topic, even if an existing topic is similar. Yes, but he should not do so for several reasons. First, and most importantly, no motion should be made by anyone to accept either report. If the report is for information only, it is read and placed on file. No motion is necessary or appropriate. In the case of the Treasurer especially, no action should be taken on an unaudited Treasurer’s report. If the report is important enough to be submitted for audit, such as an annual report, the report is submitted to the auditing committee (or to professional auditors, as the case may be) and it is the report of the auditors that is approved. For other reports, they are simply read and placed on file. If the report contains recommendations, a member other than the officer should make the motions to implement the recommendations. No action on the report itself is taken. The report itself is approved only if the intent is to approve every word of the report. This might be done if, for instance, the report is to be published in the society’s name. No one should make or second a motion to accept the report. If motions are made to implement recommendations, I think the officer could second the motion. Indeed, the formality of a second could likely be bypassed altogether, as it could be presumed that the officer supports his own recommendations, and therefore there are at least two members who wish to hear the motion (the motion maker and the officer). Additionally, seconds are not required under the small board rules. The minutes, although they are prepared by the Secretary, are not part of the Secretary’s report. The approval of the minutes is a separate item in the order of business. No motion or second to approve the minutes is necessary. After any corrections are handled, the chair declares the minutes approved. Additionally, seconds are not required under the small board rules. No one should make or second a motion to accept the Treasurer’s financial report. Such reports are either simply placed on file or submitted for audit. Additionally, seconds are not required under the small board rules.

This is improper. See RONR, 11th ed., pgs. 650-654 for possible remedies.

The reporting member of the board should make any motions arising from the report himself, as for committees. I would note, however, that the chairman of the board and the chairman of meetings of the general membership are the same person in many societies. In such cases, the board should have someone other than the chairman give the report and make the resulting recommendations, in order to preserve the chairman’s appearance of impartiality. I honestly have no idea.

I would suggest that the assembly has agreed to lift the secrecy of the executive session with respect to the contents of the minutes, but that details of the meeting which are not included in the minutes would remain secret. The minutes presumably contain, for instance, the wording of the main motion(s) considered in executive session and whether those motions were adopted or lost, but they would not contain how particular members voted or what they said in debate.

Yes, my answer is still the same so far as RONR is concerned. RONR doesn’t permit proxies, so there is nothing in RONR suggesting that the language on a proxy would limit the business that may be considered. See FAQ #10, paying particular attention to the last sentence. I also reiterate again, however, that the organization’s rules or applicable law may provide otherwise. The question concerning the language on the proxy is a question for an attorney, not this forum.

None of the information presented here changes my previous answer. So far as RONR is concerned, the member has a right to make a motion. It is possible that the organization’s rules or applicable law provide otherwise. Under other circumstances, it seems likely that a quorum would not be present at the meeting you describe (which would prevent the consideration of other business - an adjourned meeting could still be established), but since proxies are permitted, it may well be that a quorum is present.

The rules could be suspended for this purpose, but the duration of a suspension is only for the length of a single meeting, and the suspension would not have retroactive effect. So this could be done for future meetings, and it would need to be voted on at each meeting, but it could not be done for previous meetings. It would require a 2/3 vote. It seems to me that the rules could be suspended to assign the duties of the Secretary in connection with meetings to another person by means of a suspension of the rules, although this would last only for the duration of a single meeting. If it can be done for the chair, I don’t see why it wouldn’t work for the Secretary. So this could be done for the future meetings, but not for the previous meetings. Yes. A 2/3 vote would be necessary to adopt a motion to Limit Debate. No vote is taken on the approval of the minutes themselves - they are simply declared approved after any corrections are handled. If there is disagreement, a majority vote is required to adopt a correction. Get a new Secretary. See FAQ #20. I don’t believe RONR provides that any member may submit proposed minutes if the Secretary fails to do so. I agree that any member may submit an alternative proposal to the Secretary’s draft.

First, as a matter of terminology, what you are describing is to adjourn the annual meeting to a later date. A recess is a short break, generally measured in minutes rather than days or months. So far as RONR is concerned, a member is free to make other motions, although it may well be that the assembly will vote to adjourn to a later date before he has an opportunity to do so. There is no guarantee, however, that the assembly will agree to adjourn the meeting to a later date. Since this is a meeting of shareholders, however, it is very possible the the organization’s rules or applicable law place their own limitations on the matters which may be considered at an annual meeting.

In addition to Mr. Mervosh’s comments, I would add the following: First, minutes for a meeting without a quorum are (or should be) extremely brief, so I don’t know that whether someone was present will make much difference. Remember that the minutes are a record of what was done, not what was said. Second, unless your assembly has its own rules on this matter, the statement that “but if those present at Meeting #1 were the only ones to vote, the minutes would not pass” is not correct. See FAQ #6.

So far as RONR is concerned, the only duty of the Vice President is to serve as presiding officer in the President’s absence and to become President in the event of a vacancy. As a result, if the Vice President “steps in” for the President, there is no need for anyone to “step in” for the Vice President, because the Vice President doesn’t have anything to do anyway. In the event that the President and Vice President are both absent, the assembly elects a Chairman Pro Tempore to serve as presiding officer for the duration of the meeting. If the Recording Secretary is absent, the assembly elects a Secretary Pro Tempore to serve for the duration of the meeting. If any other officer is absent, then so far as RONR is concerned, the assembly makes do without, as RONR does not assign critical meeting functions to any other officers. If your other officers perform critical duties during meetings, then the organization may need to adopt its own rules regarding what happens in their absence.

Setting aside the matter of the law at issue and looking solely at RONR (and setting aside that RONR says that comments should not be recorded at all), it seems to me that this would certainly be recorded in the body of the minutes, and not in the opening or closing paragraphs. Beyond that, it seems to me that it is at the assembly’s discretion. My experience is that assemblies generally record their minutes in chronological order, but nothing in RONR appears to strictly require this. See RONR, 11th ed., pgs. 468-473 for more information on the content of the minutes.

Yes. Yes. No. Yes. Maybe, depending on the duties. When it is possible, I think a majority vote would generally be sufficient. It is also possible to elect one person to two or more offices, so that is another option. Finally, it should be noted that, depending on the society’s rules, the current officers might continue serving. Short of amending the bylaws to eliminate the position, there is no way to avoid completing the election altogether, although there are ways to delay completing the election and to deal with the possible vacancy in the interim. It depends. Depending on what the duties are, I am not certain all of the duties can be reassigned.

A person whose rights are under suspension is still a member. A person is only removed from membership entirely if they are expelled. Yes, and that is precisely what I am saying. This person is a member, but is not in good standing.

She can be a member, she just can’t be a member in good standing. A suspension does not remove someone from membership in the society, it just deprives them of some (or all) of the rights of membership for the duration of the suspension. So she can indeed pay her dues, and is in fact required to do so if she wishes to not have her membership terminated completely. It does seem that there is not really much benefit in doing this in the present circumstances, but it’s her money. As to what to do with her check, cash it like any other check.