Josh Martin

It is appropriate for members to ask questions after a committee report. The committee report is, at that time, the pending business, so a request for information is appropriate. Whether questions are permitted under the good of the order tends to vary depending on an assembly’s rules and customs. It seems to me that it is in order for members to make a Request for Information pertaining to the pending item of business, so in that sense, it is mandatory to “open the floor to questions” after a committee report and, in any event, whether to do so is not up to the committee. I suppose what you are getting at is that the committee is not obligated to answer the questions, although it is generally a good idea to do so.

Yes, this is a rule which protects a minority of one and, as a consequence, it may only be suspended by unanimous consent.

No, the members at an improperly called special meeting cannot simply declare it to be valid. Even if this is improperly done, this will in no way prevent the assembly from correcting the matter at a later meeting. Since the chair is apparently part of the problem, that will adjust the appropriate procedures to resolve this matter. At the next regular meeting, or at a special meeting properly called for the purpose, a member should raise a Point of Order that the meeting was improperly called and that, as a result, the meeting and the business conducted at the meeting is null and void. The chair will presumably rule this point not well taken, meaning he disagrees, and must provide the reasoning for his ruling. A member would then move to appeal from the chair’s ruling. A majority vote is required to overturn the chair’s ruling.

Would Committee of the Whole accomplish the OP’s objective? My understanding is that the rules in question apply in committees as well. I concur that a recess or a motion to suspend the rules would work.

I see no reason why not, although it should be noted that adopting such an action requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice, since this is effectively countermanding the board’s decision to keep the report secret. I would also note that it is advisable in such a case for the general membership to enter executive session if it wishes to take such an action, so that the report will at least remain within the society.

The rule that board members address only the chair still applies under the small board rules. Cross conversation between board members is permitted. This would be a special rule of order, not a standing rule, but yes. All questions must be directed to the chair.

If a meeting is improperly noticed, either by sending insufficient notice or by failing to send the notice to all members, this does invalidate the meeting and all business conducted at the meeting. This should be handled by the chairman making a ruling to this effect at the next regular or properly called meeting of the assembly in question, either on his own initiative or in response to a Point of Order.

A motion to Suspend the Rules, which would require a 2/3 vote, could most likely accomplish the member’s desired objective.

I concur with the previous responses regarding the status of the improperly called meeting and the business conducted at that meeting. As to the question of whether these four board members can force the President to properly call and conduct an emergency meeting, you will have to check what your bylaws say on this subject. The provisions for emergency meetings should specify how such a meeting may be called.

It is ultimately up to your organization to interpret its own rules, but I would note that all of the rules cited so far refer solely to the President, not the board (except for the fact that five members constitutes a quorum for the board), so unless there is something else in your bylaws on this subject I am skeptical of the idea that the board may expand the size of the committee.

The President has no authority to make a decision of this nature. Adopting a motion to lay on the table requires a majority vote for adoption. (The two motions that Lay on the Table is often confused with - Postpone to a Certain Time and Postpone Indefinitely - also require a majority vote and are debatable.) If the chair claims that he has “tabled” a motion on his own authority, a member can and should raise a Point of Order that the chair lacks the authority to do so and, if necessary, Appeal from the chair’s ruling on that point. A majority vote is sufficient to overturn the chair’s ruling.

No, it does not make a difference. Yes. The purpose of an agenda in RONR is to ensure that the most important items are considered first, not to limit the items which may be considered.

Sure, if the assembly believes these notes to be reliable. Even if not, it’s not a big deal. The minutes may reflect that a motion was, in fact, made if the assembly believes that a motion was, in fact, made. The minutes should reflect what is believed to have actually happened. Even if the motion was never made, however, no remedy is necessary. The disposition of the motion from the meeting stands. A Point of Order must be made in a timely manner. It is far too late to complain about the fact that no motion was made.

To elaborate on that, the body authorized to accept resignations is the body which is authorized to fill vacancies. If the bylaws are silent on filling vacancies, they are filled by the body which elected the position in the first place. Additionally, if the bylaws grant the board full power and authority to act for the society between meetings of the society’s membership, this includes the authority to fill vacancies unless the bylaws provide otherwise. No, the letter itself does not need to be (and should not be) entered in the minutes, whether or not it contains mistruths or inaccuracies. The minutes are a record of what was done, not what was said.

I suspect that the clause the OP is referring to defines the total size of the board, which is a fairly common provision, and does not define a majority or the quorum, since defining either of these things as “not less than 3 & not more than 9” makes no sense. A quorum logically contains only a minimum number, and defining a majority in this manner is even more absurd.

Yes. A quorum is a majority (more than half) of the current members of the board, unless your rules provide otherwise. So how many members does your board actually have at present?

No. An ex-officio member has all of the rights of membership in any case, unless the rule providing for the ex-officio member provides otherwise. The only difference regarding whether an ex-officio member is or is not under the authority of the organization is whether the ex-officio member counts for purposes of determining whether a quorum is present. See FAQ #2. I also agree with Mr. Katz that this person is not really an ex-officio member in the sense the term is ordinarily used, but since all members have all of the rights of membership, it doesn’t make much difference. Ex-officio means “by virtue of the office.” It ordinarily refers to a member who automatically serves on a board or committee by virtue of some other position he holds. For instance, an organization’s rules might provide that the Treasurer is an ex-officio member of the Finance Committee. You say that this person is appointed to the commission (albeit in a different manner than the other members), which is not really an “ex-officio member.” That is his right, unless and until the rule or law establishing the “ex-officio” member is amended to provide otherwise. Since you correctly note that this person isn’t actually an ex-officio member, it seems clear to me that this rule is inapplicable.

The OP is certainly free to do so. Such a motion would be debatable and would require a majority vote for adoption.

What exactly do your bylaws say about the President’s term? Many bylaws provide, for instance, that officers serve until their successors are elected. In this event, the President is correct that he would chair the meeting. If his term indeed ends at the end of the annual meeting, however, then the Secretary would chair the meeting until a Chairman Pro Tempore is elected, who will in turn preside until a President is elected. I suspect the issue is that board members are elected by the membership at the annual meeting, but officers such as the President are elected at the board meeting immediately following the annual meeting.

In my experience, the meaning of adopting a budget varies considerably from organization to organization. In many cases, it is intended as a guide rather than as a binding document. There is no rule in RONR on this subject. In the long run, I think it would be prudent for the organization to adopt its own rules governing these questions. In the interim, the board will have to interpret the motion as best as it can.

Do the charter and the articles of incorporation, in this instance, refer to the same document or to different documents? It seems somewhat unclear from the latest post.

Based on the additional facts which have been provided, I am inclined to agree, however, does adopting a budget, in and of itself, mean that any other spending is prohibited?

Based on these facts, it would seem to me that the board is free to authorize unbudgeted expenditures and to reallocate the funds. The bylaws provide that “Matters affecting the policies and means of accomplishing the objectives of the organization not otherwise provided for in the bylaws shall be vested in the board.” This is an extremely expansive provision and essentially seems to give the board the authority to do anything except where the bylaws provide otherwise, and we are told that the bylaws are silent regarding these matters. Therefore, these powers are vested in the board. The one argument against this is that RONR provides that “In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see p. 577, ll. 23–33).” (RONR, 11th ed., pg. 483) I don’t find this too persuasive in this instance, however, for two reasons. First, the rule in the bylaws is so expansive that it could be read as superseding this rule, except in those cases where the bylaws grant specific authority to the convention. Second, it is is rather difficult to say whether reallocating funds and/or making unauthorized expenditures conflicts with the motion, since the motion merely says to adopt the budget, and neither the motion itself nor the organization’s rules elaborate on what this means. It seems to me that the only recourse the members have in this situation is to elect different board members and/or to amend the bylaws. It is of course, however, ultimately up to the organization to interpret its own bylaws.

There are also explicit statements regarding a member’s right to vote for himself. RONR makes it clear that the rule regarding personal interest does not apply in this situation and, even if it did, the member would still retain the right to vote. “The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which members generally are eligible...” (RONR, 11th ed., pgs. 407-408) “No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances.” (RONR, 11th ed., pg. 407, emphasis added) In the event that the concerns relate specifically to the member’s position as Sergeant-at-Arms, I would note there is nothing in RONR’s rules pertaining to the Sergeant-at-Arms suggesting that this position entails any special restrictions on the rights of a member who serves in this position. See RONR, 11th ed., pgs. 462.

I still don’t understand this situation. You say that there was a vacancy in a board position. The president filled this position by virtue of a provision in the bylaws which provides that “In case of resignation or other vacancy in the board of directors, the president shall appoint a director to fill the expired term.” (Presumably, the drafters meant to say the unexpired term.) This rule makes no reference to when such an appointment must be made, and contains no suggestion that the appointment is temporary. Read in isolation, it would seem that this person shall serve in office for the balance of the term, and no further action in this regard is necessary. You also say, however, that your bylaws provide that “all vacant positions are to be nominated in January and voted on in February,” although the exact wording of this rule has not been provided. Until we see what that rule provides, I am not certain we can provide an intelligent answer to this question (and possibly not even then, since this is a question about interpreting your organization’s own rules, which your organization must do for itself). This is further complicated by the fact that you say that this position has no set term (“this position does not have yearly voting. It's locked in basically unless they are voted out or resign..”) which calls into question whether the appointment rule is applicable in this situation, since that rule refers to appointing a member to serve the balance of the term. Finally, are your coaches board members? You have said at times that the vacancy was in a board position and at other times that it was a coaching position.