Josh Martin

Unless the meeting was held in executive session, no rule in RONR would prohibit it.

An individual member of the organization does not have a right to minutes of the board. The membership may order the minutes of a particular board meeting to be read at a meeting of the membership, either by a 2/3 vote, a majority vote with notice, or a vote of the entire membership. I presume that a motion to order that copies be made available would require the same vote.

Let's back up a bit. You say that "Our voting council made changes to qualifications to run for board positions." Do your bylaws actually give the "voting council" the authority to do this? In the ordinary case, qualifications for office are specified in the bylaws, and they may only be changed by amending the bylaws. You later say that "the Board wants to tell the council to let this person run." Does the board have the authority to give these instructions? Is the "voting council" a committee of the board?

What do you mean by "special resolution?" The term "special resolution" is not found in RONR. If there can be no voting at the meeting (except for a handful of items), what happened when the member made his motion to postpone - and what was the exact wording of that motion? It's not entirely clear whether it was a motion to postpone indefinitely or a motion to refer.

I'm not sure there is an issue even if there is a ballot vote. The fact that a motion is made by the member's spouse, in and of itself, does not constitute a "personal or pecuniary interest not in common with other members."

Your bylaws should specify how much notice is required for special meetings.

What are these "inspectors of election?" The term does not appear in RONR.

Actually, a majority vote is sufficient (but such a request is usually granted by unanimous consent).

No. An organization is entirely free to require that nominations be made in advance of the election meeting.

RONR has no such requirement. So far as RONR is concerned, installation ceremonies are purely ceremonial and have no effect on when the term begins, so I don't think it matters when that ceremony occurs. It is ultimately up to your organization to interpret its own bylaws but it seems to me the "duties and responsibilities" clause is intended to define when the term of office begins. If they resign to “do the right thing”, are they “refusing to serve”? We obviously don't want them to be penalized in any way, especially being barred from holding another office going forward. It is up to your organization to interpret its own bylaws.

Yes.

There is nothing in RONR to support this practice. There is no notice requirement or deadline for appointments in RONR.

No. Written rules always prevail over custom, no matter how old the custom is. The organization should amend its rules if it wishes to continue this practice.

The board will need to wait until the 21st for the vote, unless all board members are present, in which event the board (not one member) could choose to vote tonight.

The meeting itself is valid. If there is clear and convincing proof that a quorum was not present, however, the actions taken in the absence of a quorum are null and void. It is up to the assembly itself to make this determination, however, not the "convening group." Would one attendee have made a difference? Additionally, what exactly is meant by the claim that "one attendee did not meet the qualifications?" As to these recall procedures, I trust that this was in compliance with custom rules in your organization's bylaws.

The society will need to determine whether this rule was, in fact, intended to protect absentees. The facts you've specified so far don't appear to include any notice requirement.

You are correct that the chair is not to engage in debate, however, RONR has no rules regarding what the chair says outside of meetings.

What RONR says on the subject is that any rules which authorize absentee voting should be written in such a way as to prevent this problem from arising. If you have absentee voting, the final wording of the motion should be decided before any votes are cast, and all votes should be cast prior to the meeting where the results are announced. In other words, don't mix and match absentee votes with votes cast at a meeting. If your organization does not heed this advice, then your organization will need to figure out the resulting problems on its own.

I would argue that the board adopting a rule which prevents the membership from doing something violates the rule 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" (RONR, 11th ed., pg. 483)

The President should not be making the motion, since he will presumably be presiding.

It may well be that the board has the authority to adopt policy generally, but this particular policy is concerning a topic (elections) which is already covered in the bylaws, raising the possibility of a conflict with the bylaws. Additionally, the policy places limitations on the powers of the general membership, which is the superior body. I agree. The motion to suspend the policy is germane to the election, which is an agenda item. If it was desired to rescind the policy, this would require notice.

1.) Yes. 2.) No, not by anyone. By the Secretary. It is correct that no one else needs to know about the changes. All the members need to know is what is in the final draft. 3.) Correct. Yes.

Because in the situation the OP describes, the motion is still laying on the table.

I think this is all correct. If it is indeed the intent of the organization to prohibit any possibility of electing someone who was not nominated in advance, it would be wise to also specify that write-in votes are prohibited. The organization may also wish to consider what to do in the event that no one is nominated for a given office at the nominating meeting. The fact that the policy was adopted by the board raises questions about whether the policy is valid at all, since the board may not have the authority to adopt the policy in question. Provided that the policy is valid, a 2/3 vote will be required to suspend it.

None of this information should be included in the minutes in the first place. The minutes are a record of what was done, not what was said. In any event, the Secretary is free to make corrections to the draft minutes prior to presenting them for approval at the meeting. The assembly will still have an opportunity to make corrections when the draft minutes are presented for approval.