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Joshua Katz

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Everything posted by Joshua Katz

  1. The agenda only becomes the agenda when adopted at the meeting. So, before it is adopted, when it is pending for adoption, it can be amended by a majority vote. Once it is adopted, it can be amended by a 2/3 vote or an affirmative vote of the majority of the entire membership, either of which will suffice. As to whether it needs to be a discussion item first, it sounds like you are referring to something in your own rules, so you will need to consult those rules for the answer.
  2. Presuming this was a regular meeting, he had no such authority, but what's past is past. Well, there's no significance to gathering a quorum outside of a meeting, but if you mean they met when there was a meeting that the president purported to cancel, then it does matter because they were entitled to hold a meeting. But did they have the power to call a special meeting for the 19th? What do the bylaws say about special meetings? As we established upthread, the chairman can cancel a meeting he called. I don't know what original quorum means. In any case, this gets easier if the chairman lacked the power to call a special meeting. If he has the power, and the meeting you called for was also properly called, I guess you have provisions for 2 meetings. If you use the default quorum rule in RONR, in which a quorum is a majority of the body, you can be assured that at most one will be quorate, though, so only that one can make decisions, outside of the few motions that can be adopted without a quorum, so the damage can be minimized.
  3. So long as the next meeting is a new session, which it almost always is, yes.
  4. "Action items that are actually tasks assigned during a meeting" would need to come out of motions. The minutes will show the motion having passed. But let's back up a second. The minutes are a record of business conducted, i.e. motions that were made and whether they carried. That's what should be in there, unless your assembly orders otherwise. If these tasks are not being assigned via a motion, then they don't belong in the minutes. A future board will not want to wade through discussions about Karl being sent to pick up the food when they need a record of what was decided at the meeting. However, you could have the secretary, or someone else, draw up a list of things people plan to do before the next meeting separate from the minutes, if that's what you mean.
  5. I'm not suggesting it be replaced with any language. If I were a member of the organization, I'd want to delete this language. RONR has rules for the suspension of certain rules, as discussed above, and it looks to me like this bylaw language is an attempt to paraphrase those that missed some nuances. So I'd just say nothing and let the rules in RONR apply.
  6. This looks to me like an attempt to paraphrase RONR that got it wrong in part. I'd suggest deleting it and simply following RONR in this regard, sicne it likely does what the authors wanted anyway.
  7. It depends. Only standing rules having their application in the meeting context may be suspended. It's not a should rule. To the extent this is the rule, it is prohibited. However, keep in mind it does not apply to bylaws that provide for their own suspension, or to bylaws that are clearly in the nature of a rule of order. Then that is the governing language. What does it say? I suppose you could call it a conflict, but in the event of a conflict between your bylaws and RONR, your bylaws win, so it is a resolvable one. It is perfectly permissible to have rules in your bylaws that disagree with RONR (or in your special rules of order). Whether it's a good idea is, of course, a case by case determination. I suspect that it's not a great idea here, but I'd need to see the language to have more of an opinion. In any case, my opinion doesn't matter, as I am not a member of your organization.
  8. It sounds like your organization has its own rules for discipline, since what you've described is not how RONR handles it. In that case, the answer will need to be found in your rules.
  9. I'm assuming you amended your bylaws, as opposed to a bylaw revision. In that case, no, no vote is needed on the document as a whole, as you say. The bylaws were already adopted, and the amendment is just a special version of amend something previously adopted. The only change is the amendment, so once that is made, you are done. On a side note, the board has nothing to do with it, at least in most organizations where the membership amends the bylaws. But the members certainly have a right to know what's in the bylaws! How to do so is something you can sort out in your own rules, but they must be distributed to the members in some form.
  10. By not having nominations at the meeting because the proper notice has not been given.
  11. A hybrid meeting may only be held (with the exception discussed below) if authorized in your bylaws. If it is, presumably your rules also say who can vote. The matter is not answered by RONR, which has no provision for anything other than in-person meetings. The exception - it isn't quite one, but it's as good a word as any - is that, if your rules do not authorize a hybrid meeting, you could simply hold an in-person meeting and authorize participation in debate by those who zoom in. But you cannot have them vote. So in that case, voting would be limited to those present - the 3 regular members, and the 2 alternate members IF your rules say they get to vote when the other 2 regular members are absent.
  12. The Annual Meeting, presumably, is of the membership, while the board meeting is of the board. It could be that, by motion or rule, the membership authorized the board to approve its minutes. If so, then the board can (and should) approve the minutes, and can also amend them. I don't know exactly what happened at the meeting, that is described as "presented and signed," but that's one possibility. In that case, you have approved minutes, and for now, you'd need to ask the board to amend them. But you also say that at Annual Meeting, they call for reading and approval of the minutes, suggesting that the board does not actually approve them, and so they are currently draft minutes and not approved. The question, then, is what your rules say. Do they say that the board approves the minutes of the Annual Meeting? If not, was there a motion adopted to that effect at the Annual Meeting? If not, then the board lacks the power to approve the minutes (or to amend them, for that matter), whatever they might claim to do or have done. Does it make a big difference? Well, if the minutes are approved and you need to amend them, it will take a 2/3 vote or previous notice (or a majority of the entire membership), so it makes a difference there. And if the board approves and amends the minutes, you can deal with the question sooner.
  13. If the body in question meets annually, and has made no other arrangements for the approval of its minutes, it will have to wait a year to approve its minutes, and they can be amended while pending for adoption. But let's back up a little. First, you refer to the minutes from the recent meeting. But if they have not been approved, there are no minutes. There are only the secretary's notes, i.e. draft minutes. It doesn't really matter what they say, formally. And the secretary is free to put whatever she wants into that draft. If you propose changes, the secretary may or may not incorporate them. It's up to her until the minutes are approved. (You might also note that, if the secretary does incorporate the changes, there is no need to note an amendment, as there was no amendment, the secretary just submitted a different motion than she might have.) What should be done at an annual meeting, though, is, by one-off decision or by rule, the body should appoint a minutes approval committee, precisely so that you needn't wait a year for the minutes to be approved. This is so that memories are fresh. But it seems your organization didn't do that, so there's not much to do but wait. In this case, if the secretary doesn't want to make the change, and instead wants to force you to come to the meeting and move to amend the pending minutes, then there's not really any recourse.
  14. Perhaps the state PTA should read your bylaws. Your term of office ends when your successor elected. Your successor has not been elected. Also, if someone thinks your term has expired, wouldn't the VP's also have expired?
  15. It is up to your organization whether or not to allow people to listen to the recording, which the body can decide. There is no rule in RONR prescribing that people must learn what happened from the minutes. In fact, there are things one cannot learn from the minutes if RONR has been followed, such as anything said in debate.
  16. The chair can vote when it would determine the outcome. So he can vote in the affirmative if there is a tie, or in the negative to create a tie.
  17. There is no conflict. The first clause quoted tells you how long the president serves. Because the president remains in office until a successor is elected, there is no current vacancy to worry about. If there were, as by a resignation, you'd look to the second. Why do you say that? The bylaws say the term continues until successors are elected. Are you sure? Usually the opposite is the rule (which is the rule in RONR). Assuming this is correct, I'm curious about the conflict that is created - RONR says the bylaws prevail, the bylaws say RONR prevails, but then, seemingly, RONR should prevail on this question. Anyway, I'd suggest changing that. Your organization should be able to control its own destiny.
  18. Assuming this is a membership meeting, the board cannot do anything, because it is not meeting. And it cannot control procedure at a membership meeting. The adoption of a motion requiring a 2/3 vote (which requires a 2/3 vote) does not impose any requirements as to notice.
  19. Until the bylaws are amended, there are principles, as Mr. Honemann mentions, that may guide you. If you can give us more information on the nature of the conflict, we may be able to point to specific principles (or canons).
  20. To the other question - yes, if you are operating under rules where the president does not participate in debate - that rule applies to the presiding officer. So, the presiding officer may step aside in order to participate in debate, and let the vice chair preside. They would then stay out of the chair until that item of business is done, then resume the chair.
  21. Well, RONR provides for a set of rules for small boards and committees. But a membership meeting could also use them by adopting a special rule of order, I would think. So that's one way. Or the membership could simply adopt a special rule of order allowing the president to participate in debate. I'm not sure I understand the second part of the question. Once it is permitted, the president would participate like anyone else.
  22. The conversation up-thread notwithstanding, there is no parliamentary relationship between quorum (the number present to conduct business) and voting thresholds. If there are 2 votes for something, and 1 against, it passes, regardless whether the threshold is majority or 2/3 for the particular motion.
  23. I move to strike all instances of "three standing committees" and insert in their places "four standing committees."
  24. I'm not really sure what's going on, but I suspect the answer will involve interpreting your rules, not RONR. So far as RONR is concerned, there should be one pending motion at a time, and so there's no way for your situation (if I understand it properly) to arise. If your rules don't cover it, well, that's a difficulty with trying to make decisions in this way, and I guess the organization will have to do what a majority thinks is right. But getting a vote on what to do could be challenging... So how would you decide this matter per RONR? You'd move one, then another would be moved as a substitute. During debate, someone would say that if the substitute is voted down, he will propose the third.
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