Josh Martin

No. He can't call the meeting at all. There shouldn't be any business items, because there is no meeting. Special meeting cannot be called unless your bylaws provide for them. If the assembly adopted a motion (perhaps by unanimous consent) to schedule an adjourned meeting at the call of the chair, then this is proper, and the agenda will indeed be the same as the previous meeting. But it doesn't seem like that is what happened. I imagine any board members who are not present at the later meeting, called on extremely short notice, may have a different view on the matter.

All board members must be informed of all board meetings.

I concur with your interpretation of RONR, but it will be up to your society to interpret its bylaws.

No. For regular meetings (as opposed to special meetings), however, members only need to be informed of the time, place, and location of the meeting, not the business to be conducted. So an officer could theoretically be removed without their knowledge, if they fail to attend the board meeting and the subsequent membership meeting and no one tells them about the board's recommendation.

The quorum is simply the number of members that must be present. The presence of a quorum, however, is not the only requirement to conduct business. All members of the board must be notified of a board meeting. If this requirement is not met, then the meeting is not valid and any business conducted is null and void, notwithstanding the fact that a quorum was present.

The member can wait until an actual nomination from the floor is actually ruled out of order. Indeed, it is not possible to raise a Point of Order before the meeting begins. I'm not clear on how this has anything to do with the agenda. I disagree with the interpretation, but it is certainly the case that it is ultimately up to the organization to interpret its own bylaws.

No to both questions. A member should raise a Point of Order that the motion is null and void because it conflicts with the bylaws. If the chair rules the point not well taken, the member should appeal from the ruling of the chair. Ultimately, the assembly shall decide, by majority vote. Based on what is posted so far, I do not find this explanation persuasive. The bylaws explicitly state "Except when serving to complete an unexpired term, all Officers except the Treasurer shall serve a one year term." I would advise reading this section of your bylaws again. It is quite standard for the President-Elect to automatically become President upon completion of his term, but for the Secretary to become President-Elect upon the completion of his term would be highly unusual. Yes. If the society wishes to change the term of office for their officers to two years, the bylaws will have to be amended.

No to both questions. The most common method of election for officers when there are more nominees than open positions is a ballot vote. Members may vote for a number of candidates (whether nominated or not) up to the number of open positions. A majority of the ballots cast is required for election. If fewer candidates than there are available positions are elected, further rounds of voting are held for the remaining positions. If more candidates than there are available positions receive a majority, those receiving the most votes are elected. In the case of a tie for the last position, the tied candidates are not elected, and further rounds of voting are held. Another acceptable method is an election by voice vote. In this method, each candidate is voted on in the order they were nominated, and a majority voting in the affirmative is required for election. When all positions have been filled, any remaining candidates are not voted on. This procedure may not be advisable for electing officers, because those named first have a significant advantage. It can also be confusing for members, as it may be necessary to vote against a candidate (even if the member has no issue with that candidate) in order to prevent a majority and keep a spot open for another candidate. The last method is a roll call vote. This is used only in assemblies responsible to an interested constituency, and this does not appear to be the case here. If you have no rule on the subject, and no one can remember what was done in the past (it seems that it may have been some time since you had a competitive election), the assembly decides upon the method to use.

This is all very well and good, but it must be understood that Robert's Rules of Order Newly Revised, 11th edition is the only definitive, authoritative work on Robert's Rules of Order. It is THE book that your organization has adopted if your bylaws specify Robert's Rules of Order as its parliamentary authority. As a consequence, what is written there takes presence over any other text on the subject if there is a conflict. Popularity and readability aside, "Robert's Rules of Order Simplified & Applied" is a wholly different book and contains much information which is inaccurate. I do not advise using it. If you need a book which is easy to read and follow, I would first suggest Robert's Rules of Order Newly Revised In Brief, 2nd edition, which is written by the same authorship team as Robert's Rules of Order Newly Revised, and there should therefore not be any conflicts with the larger work. If you wish to use a third party guide in addition to the official texts, there are other works which are still easy to read, and yet are written with a much greater degree of accuracy. I can personally recommend Robert's Rules for Dummies, 3rd edition. While I have not personally read The Complete Idiot's Guide to Robert's Rules, I hear good things about it. Both books are written by well-respected parliamentarians.

You won't find it. There is no such rule.

Have you tried the National Association of Parliamentarians or the American Institute of Parliamentarians? Both provide referral services and can help you find a parliamentarian in your area. Their memberships are a bit larger than this forum, so you should have a better chance at finding someone.

Do your bylaws authorize the Executive Committee to act in the name of the society between the society's meetings? If so, this includes the power to fill vacancies. If not, the membership must fill the vacancy.

Yes, and these types are detailed on pgs. 525-527. Specifically, they are the following: When the report consists solely of a recommendation regarding a motion referred to the committee, and this recommendation involves no further motions (such as a recommendation that the motion be adopted or defeated) or a subsidiary motion that may be made orally, such as a motion to postpone (definitely or indefinitely) or a motion to amend a few words. When the report consists solely of a recommendation to adopt or reject a motion referred to the committee, and recommendations to adopt or reject any amendments referred with the motion. If the parliamentary situation is not too complex, a recommendation regarding the adoption of new amendments may be oral, but the amendments themselves should be written. If the committee is reporting on a subject referred to it and its report consists solely of resolutions recommended for adoption, the recommendation for adoption may be made orally, but the resolutions themselves should be in writing. The OP's references to a "transfer of information" suggests to me that the reports he has in mind contain information only, or contain information in addition to recommendations and motions. Reports of that nature should always be in writing, and even assuming the assembly permits laxity on this point and permits such reports to be made orally, the Secretary is under no obligation to record such reports in the minutes.

Reports which are in writing are filed, but they are separate from the minutes. Any member has a right to view the Secretary's records, including reports. Verbal reports, aside from the motions, will not be recorded. If the committees want the information in their reports to be distributed, they should put their reports in writing.

All reports should be made in writing, except in very limited circumstances (and none of those circumstances involve reports given for information only). In either case, only the motions should be recorded. Written reports are filed with the Secretary's records, but they are not part of the minutes. The same rules apply for the annual meeting.

It depends on the nature of the policy. Amendments to the bylaws require the notice specified in your bylaws. New special rules of order (rules related to meeting procedure) require notice to be given at the previous meeting, or included in the call of the meeting. New standing rules (rules not related to the bylaws or meeting procedure) do not require any notice, unless your rules so provide.

Theoretically, yes, but I would be very cautious in isssuing the first ruling, and even more cautious in issuing the second. "It is the duty of the presiding officer to prevent members from misusing the legitimate forms of motions, or abusing the privilege of renewing certain motions, merely to obstruct business. Whenever the chair becomes convinced that one or more members are repeatedly using parliamentary forms for dilatory purposes, he should either not recognize these members or he should rule that such motions are out of order—but he should never adopt such a course merely to speed up business, and he should never permit his personal feelings to affect his judgment in such cases. If the chair only suspects that a motion is not made in good faith, he should give the maker of the motion the benefit of the doubt. The chair should always be courteous and fair, but at the same time he should be firm in protecting the assembly from imposition." (RONR 11th ed., pgs. 342-343) "As further examples, it is dilatory to obstruct business by appealing from a ruling of the chair on a question about which there cannot possibly be two reasonable opinions" (RONR, 11th ed., pg. 342) So in order to rule a motion out of order dilatory, the char should be certain that the motion is being used "merely to obstruct business." In order to also rule the subsequent appeal out of order as dilatory, he should be so certain of the fact that the motion is intended to obstruct business that "there cannot possibly be two reasonable opinions" on that subject. I don't think the member's quotation from the bylaws has anything to do with this. I don't think the rule in the bylaws has anything to do with this, because I don't think there is any conflict. Even under RONR, the assembly ultimately has the authority to decide all questions of order. The chairman's ruling that the motion is dilatory is subject to appeal. If the chairman further rules the appeal out of order as dilatory (which should very rarely be done), a member who wishes to press the matter further may see RONR, 11th ed., pgs. 650-651 for the next steps. Without knowing any of the facts about the original motion, I cannot say with any certainty whether the motion or the subsequent appeal should be ruled out of order as dilatory, but I will say that I am highly skeptical of the second.

Sure.

Would say they could only start an account for the organization's funds if the board authorizes it. If authorized, the board can (and probably should) require some form of reporting - either a separate report or ordering the board members to cooperate with the treasurer so the new account can be included in his reports.

I would disagree. If this person takes all minutes, then it seems to me that as a parliamentary matter, she is the recording secretary and should sign all minutes.

No, he certainly did not have the right to speak at that time. Only members of the Executive Committee have a right to speak in meeting of the Executive Committee. As noted, the Executive Committee may permit non-members to speak if it wishes to do so. Since it appears this was not done, the chair should have called the speaker to order.

Based on this additional information, it seems to me you should simply sign all of the minutes. But failing that, sign the minutes which you took when you served as Acting Secretary.

As I noted in your other thread on the subject, you would sign the minutes you actually took, and you would initial the minutes which were approved while you were the Secretary Pro Tem. But if you take all of the minutes anyway, then so far as RONR is concerned, you are the recording secretary, and you should be signing all of the minutes.

You initial the minutes which were approved while you served as acting Secretary, and you sign the minutes which you actually took. The minutes are signed when they are submitted for approval, and you are the one submitting them for approval. They are initaled when the assembly approves them.

Then it would seem that you have your answer.