Josh Martin

I think it's pretty standard language, but usually no one gives much thought to what it actually means until there is a problem. I have not seen this particular issue come up before. RONR simply provides that the Vice President will take over for the President's duties in relation to presiding when the President is absent, which keeps things simple. If you just want the Vice President to preside at meetings of the board and membership when the President is absent, RONR has you covered. Just strike this language entirely. If you want it to apply to other duties as well, you will need to not only consider what duties it applies to, but also consider what constitutes an "absence." This is pretty clear-cut for meetings, but it's much less clear for duties which apply outside of meetings. I don't have a recommended wording for you. You'll have to consider what is best for your organization.

Sure, but why wait until the next meeting for a coin toss? I wonder if the intent was that a vote would be held at the next meeting, followed by a coin toss if the vote remained tied, and the wording got garbled along the way.

The organization will need to interpret its own bylaws. I think this is about a different committee.

A motion which has been adopted cannot be renewed. Only a motion which was defeated may be renewed.

Yes. A year is too long. If the meetings are more than a quarterly interval apart, a committee or the board should be authorized to approve the minutes. No, unless the bylaws authorize this. What do you mean? Approving the minutes simply means approving that the minutes are an accurate record of what happened. It has nothing to do with approval of the actions contained within the minutes. Those actions were approved when they were voted on.

I understood your post to be questioning the idea that unanimous consent was obtained. I did not agree with this, at least until the OP's most recent post. It now seems your concerns may have been prescient. Whether a vote was taken is not the only question. Are you saying that there was no vote and no request for unanimous consent? That is, the chair did not ask if there were any objections?

We are told that "the club president simply asked for those in favor and then if there was any objections." That actually sounds like a vote to me, since the President asked for those in favor as well, but even if not, asking "if there was any objections," and there are no objections, certainly sounds like unanimous consent. So far as I can tell, no one is disputing this. Instead, they take issue with the fact that no motion was made or seconded, and no formal vote was taken. These issues do not constitute continuing breaches. The lack of notice would, if there was less than a majority of the entire membership present.

Yes, it is, and it is also a main motion. Questions of privilege are special in this regard. See RONR, 11th ed., pg. 225.

If the motion to enter executive session included conditions, and those conditions have not yet been met, then the motion to exit executive session is a main motion which conflicts with a main motion previously adopted and still in force (since questions of privilege are main motions). As a result, the motion to exit executive session requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. For instance, the assembly may have adopted a motion "to hold the meeting in executive session until the pending main motion is disposed of."

No, this is not true. An agenda is simply the order in which the business is considered. If an agenda is not adopted for a regular meeting, then the assembly follows the standard order of business, or a special order of business in the society's rules (if there is one). For a special meeting, the meeting is limited to considering the items in the call of the meeting, so an agenda is likely not necessary anyway. If the members did not wish for the meeting to continue, a member should have moved to adjourn. As a point of language, "scope of notice" is a separate subject which is related to motions which require previous notice, or where notice lowers the required threshold for adoption. It is not related to the rule that a special meeting may only consider business included in the call of the meeting.

Do your bylaws grant the board the authority to remove its own members? Unless your bylaws provide otherwise, this authority would rest with the membership, since it is the membership that elects board members.

It is correct that it is ultimately up to the organization to interpret its own rules, but if what has been posted here is the full extent of what those rules say on this subject, then I think It is quite clear that the automatic removal policy conflicts with the constitution, and is therefore null and void. If the organization wishes to have such a policy, it will need to amend the constitution.

Section 3.2 doesn't define "notice", but in Bylaw Article V, Section 3.1 on "Regular Meetings" it states: ...When meeting times or places are changed without prior written notice to the membership, no official action may be taken. ------------------------------ I'm old enough to have conducted meetings before email, which isn't actually that long ago. But people seem to think it is the same as a postcard or other mailed notice. When "written notice" is called for, has email been accepted as Ok? E-mail is okay if members have agreed to receive notice by e-mail. "When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a. by postal mail to the member's last known address; or b. by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice." (RONR, 11th ed., pg. 89) Even if notice by e-mail is acceptable, a separate notice is required. It is not acceptable to include the notice in another document, such as a newsletter.

Based on this section, and assuming the bylaws are silent on the subject of removing officers from office, it is not in order to simply make a motion to remove the President and Treasurer from office. Formal disciplinary procedures would be required. Such procedures are found in RONR, 11th ed., Ch. XX. If and when it comes to a vote on removal (which is the final step in a lengthy disciplinary process), the accused is required to leave the room and is not permitted to vote. There is no "accuser" in the disciplinary procedures in RONR - the society itself determines whether to press charges, based on the recommendation of the investigative committee.

Please post your question as a new topic (and when you do, it would be helpful to clarify whether the obnoxious persons are members of the body that is meeting).

When I serve as parliamentarian, I tend to break things into three categories: If a violation is damaging to the assembly, or infringes on the rights of members, then it is my duty to call the chair's attention to it immediately (discreetly, if possible). Some other violations don't really hurt anyone, but following the correct rule would save the assembly time, or assist in some other minor way. Attempting to explain this to the chair on the spot, however, may take up more time than the correction would save. In these cases, I make a note of it and talk to the chair after the meeting or during a recess. Finally, some things the assembly does are not technically correct, but they aren't really hurting anything, and changing to the technically correct rule would make very little difference, and so I don't say anything unless asked.

If the board established the wages, then the board may adopt a motion to reduce the wages. This is in the nature of a motion to amend something previously adopted, and it requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

That depends. Was this person elected as a board member, and was then separately elected as Treasurer? Or was he simply elected Treasurer, and served on the board by virtue of his position as Treasurer?

Well, there's a few options before it comes to that. See RONR, 11th ed., pgs. 650-653 for the appropriate procedures to use. I would also note that the passage Mr. Mervosh cited was added fairly recently - I believe it was added in the 10th edition, which was published in 2000, so I do not think this particular provision was addressed in a court case in 1983. This is simply a fact, and is not intended to suggest a particular interpretation of New York State law.

It is not permitted to conduct an electronic vote unless the bylaws so provide, and the term "quorum" has no meaningful application outside of the context of a meeting, as it refers to the number of members who must be present in order to conduct business. Nonetheless, if your organization has rules which permit electronic votes, but also requires that a certain number of members participate in the vote for it to be valid, then it would seem that the motion is not adopted, and taking up the motion at a future meeting with a quorum present seems like a reasonable thing to do.

Only within the context of meetings, however, unless the organization's rules provide otherwise.

Such a report would not be one of the types of reports which may be given orally. See RONR, 11th ed., pgs. 525-527.

Is up to your organization to interpret its own bylaws, but I am skeptical of this interpretation for two reasons: It is already the case that members may take action (at their own risk) in the absence of a quorum and have that action ratified at a later, quorate meeting. This would suggest that this provision is meaningless, and it is generally assumed that anything in the bylaws is there for a reason. The cited language makes no reference to the next meeting. I would take this with a huge grain of salt, but it seems to me that what the rule provides is that action may still be taken in the absence of a quorum, provided that a quorum was present at the beginning of the meeting and provided that a number of members at least equal to the majority of the quorum vote in favor of the motion. For an example, suppose that a quorum is ten. Ten members are present at the beginning of the meeting, but eventually, three members leave, so that only seven members are present. This provision would seem to suggest that business could still be transacted, but motions would require six votes in the affirmative (a majority of the quorum), rather than a majority of the members present and voting. A vote of 4-3, for instance, would not be sufficient. I don't think this provision is a very good idea, but that appears to be what it says.

The statement should be removed from the minutes. The minutes are a record of what was done, not what was said.

So far as RONR is concerned, the report of the nominating committee is neither accepted nor rejected. Whether your bylaws provide otherwise is up to your organization to interpret. With that said, if the Executive Committee has the authority to appoint the nominating committee, I suppose it could replace the committee's members, in hopes that the new members would submit a revised report. I have never seen such a thing happen, and (especially considering that the apparent reason for this action is protecting their own positions), I imagine there would be repercussions for such a decision.