Josh Martin

A majority vote is not sufficient, but a 2/3 vote would be. Since the rule is clearly in the nature of a rule of order, it may be suspended by a 2/3 vote. This would generally be used for a single vote, but the society could have the motion remain in effect for a longer period (up to the duration of the meeting) if desired.

The elections must be held again. A motion to "reaffirm" the previous elections is not in order. In retrospect, perhaps you should have just waited a bit longer before holding a meeting. Yes, that appears to be the case. This is due to the combination of the following facts. The society has not met for several years, and the last meeting they held was therefore the first (and only) meeting of the fiscal year. The society's bylaws provide that the first meeting of the fiscal year shall be the annual meeting. The society's last meeting was held shortly before the end of the fiscal year, and the next meeting will be held shortly after the beginning of the new fiscal year.

I think it is correct that the board may not rescind the resignation after it has been accepted - not because of the bolded passage, but because it is an action which is impossible to undo. Nonetheless, the board is free to rehire this person if it wishes to to so.

No, I don't think that RONR goes so far to say this. RONR provides that the version stated by the chair is shag is definitive. With that said, if the chair refers members to a printed copy which has been distributed or displayed on a screen, rather than reading a lengthy resolution in full, it would seem to me that the written version motion of the motion is the version stated by the chair. Yes, although what is being amended in this case is the minutes. See the second paragraph of FAQ #16.

Could you please clarify what the situation is?

No, it is not proper procedure for the Secretary to have someone else do her job for her, nor is it proper for anyone to change the wording of adopted motions when writing the minutes.

No, but the assembly could, if it wished, adopt a motion ordering the Secretary to distribute a written draft of the minutes, either at the meeting or at some time prior to the meeting. The Secretary has no authority to correct typographical errors in an adopted motion unless the assembly has authorized the Secretary to do so. The Secretary absolutely does not have the authority to make corrections to minutes which have already been approved.

I don't know that the order of business has anything to do with it (the assembly might choose to deviate from that), but it is correct that the minutes should be a record of what was done, not what was said.

Perhaps I misunderstood, but my understanding is that the committee member was appointed/elected during the executive session, but this appointment was not disclosed until the VP did so. I don't understand why the appointment of a committee member is so secretive, but I'm sure stranger things have happened.

No, but it is also not up to the President to choose when to release the information. Only the body which met in executive session (the board?) may make that decision.

It is not recommended for the President (and it seems your Council Director serves a similar role) to serve on the nominating committee, but it is not prohibited. It is also not recommended for the President to appoint the nominating committee, but it seems your organization has not followed that recommendation.

I suspect that Mr. Lages assumed that the resignation was "announced" at a meeting of the membership. Based on the facts in this thread, my understanding is that this was not the case. It must be done at a meeting. The assembly cannot act outside of a meeting, and so nothing may be placed before it outside of a meeting. In fact, there technically is no "assembly" outside of a meeting.

Based on these facts, the chair was correct to rule that the individual in question was still a member of the board, and was also correct to rule that the appeal was dilatory. A resignation may be unilaterally withdrawn up until the question on accepting the resignation has been stated by the chair, during a meeting of the body with the power to accept the vacancy. Since the membership fills the vacancy, the membership also has the power to accept the resignation, unless the bylaws expressly provide otherwise. There cannot be two reasonable opinions on this question, so an appeal is dilatory. The organization's custom on this matter is not sufficient. If the organization wishes for the membership to fill vacancies, but for the board to accept resignations, it will be necessary to amend the bylaws. See FAQ #18 and RONR, 11th ed., pgs. 467-468, 342, 19.

Please provide the exact wording of what your bylaws say on this subject. Even assuming this is correct, it would seem that the election should be redone for only this position, and only one seat for this position. The other two candidates in the top three spots for this position are elected. This error has no bearing on their election, and certainly has no bearing on any of the other positions. It is ultimately up to your organization to interpret its own rules. Personally, I see no reason why not.

A committee is certainly required to report on motions referred to it by the parent assembly in any event. I would agree that the committee is not required to do anything with amendments which have not been properly submitted.

The President has the right to make a motion, but he should not do so while presiding, unless this is a committee or small board. See FAQ #1 for more information. The President should not use the device of "entertaining" a motion to get around these restrictions.

I would like an answer to this as well. It may well be that the chair was correct that this person was still a member of the board, and he may even have been correct that the appeal was dilatory. I am more concerned about the chair canceling the meeting to remove the member, but it does not seem that this was the subject of the appeal.

So far as RONR is concerned, none of these reports should be in the minutes. Such information would be better kept in a separate document. Nonetheless, it is ultimately up to the board to decide what goes in its minutes, not the moderator.

If your bylaws provide that officers serve "until their successors are elected," then this person is still in the position of Treasurer. If they do not include that provision, he is not, although he may certainly be elected at a later meeting. In either event, there is no such thing as an "Acting" Treasurer unless the bylaws so provide. He is either the Treasurer or he isn't, and if he is, he has full voting rights.

In my view, it is quite the opposite. If the bylaws committee has the sole authority to propose changes, it seems to me that it is required to report all changes submitted to it, unless the bylaws provide otherwise. This seems analogous to the rules for a resolutions committee. The bylaws committee may certainly recommend that a particular change not be adopted, but it may not simply refuse to bring the amendment before the membership, unless the bylaws so provide. I would suggest this still the case if there is technically another method to introduce amendments, but this amendment is much more onerous than submitting them through the bylaws committee. If the bylaws committee does not have the sole authority to propose changes, and changes may just as easily be submitted by individual members, then I agree that the situation is as you originally suggested - the bylaws committee can do whatever it wants, unless the bylaws provide otherwise. As to the workability concerns, bylaws committees are quite frequently authorized to combine very similar proposals, to modify the wording (so long as it does not change the content), but they are not necessarily authorized to reject proposals outright.

No - at least, not based upon the facts provided. As a general rule, a Point of Order must be raised at the time of the breach. This is certainly the case regarding the lack of opportunity for discussion. No other specific issues are listed in your post. The general claim that the meeting was conducted "very loosely" is too vague to draw any conclusions from. What exactly is in the call of this special meeting "to resolve the mess?" Special meetings may only consider business included in the call. Based on the facts provided, I am inclined to agree that there is no need for this special meeting.

Mr. Katz, Do you think it makes a difference in answering this question to determine whether there is any way to submit amendments except through the bylaws committee?

One limitation on this is that the committee, ultimately, will need to report back to the board. I also suspect this may not be an option for legal reasons, since this is a public body. Open meeting laws often take a dim view of most or all of the board's members meeting outside of a board meeting. What rule in RONR prevents the board from creating a special committee which consists of all of the board's members but one?

It would seem to me that, in the event both positions are vacant, both positions would be filled by the Board of Directors.

The issue here isn't how the vote is taken, but who is voting. The bylaws provide that the board fills the vacancy. If the board wants to ask the members their opinions on that subject before taking a vote, that's fine, but the board still needs to vote to fill the vacancy. Additionally, none of this says that, if the bylaws authorize voting by mail, voting by e-mail is okay too. It's just saying that if the bylaws authorize voting by e-mail, a similar procedure to voting by mail may be used. It doesn't matter for this particular case, because this wasn't a "real" vote anyway - as noted above, the board must vote to fill the vacancy.