Joshua Katz

I take this to be a board with staggered terms. The vacancy-filler occupies the seat of the director he replaced, so he serves out the term of that director. So he will serve the remaining 12 months.

The concept that applies here is "scope of notice." The proposal may be amended in such ways as not to defeat the notice that was provided. For instance, suppose notice is given for a proposal to raise dues from $10 to $30. You may amend the proposal by striking "$30" and inserting "$20" but not by inserting "$50." If you know dues may be raised to $30, that includes the possibility of raising them to $20, so if it matters to you, you'll be there. But you may be fine with $30, but you'd come to vote against $50, so you lack notice for $50.

RONR requires that someone be responsible for taking minutes. Your practice is more likely found in your own rules. It seems to me that, even if staff takes minutes, a board member, preferably a secretary, should be responsible for those minutes and the fact that they were approved by signing and initialing, respectively.

Correct. Why? Not just if necessary, but all the time. A motion takes effect when adopted, unless the motion or your rules say otherwise.

A member may raise a point of order, which requests that the chair enforce the rules. This assumes that the "getting out of hand" is violating some rules, of course. An unqualified motion to adjourn may indeed be made while other business is ongoing, and is privileged under that circumstance.

Ah, I see that now. I agree with Mr. Martin.

I can pull out my copy and count how many instances there are of being permitted to interrupt a speaker and settle this, but I'm not sure it's worth it.

I also do not know what the Township Policy says, but I would say this: Tabling is inappropriate for a motion made in violation of governing procedural law. It also will not accomplish what you want. The way to bring attention to a violation of the rules is to raise a point of order, and for the chair to decide, subject to an appeal to the deliberative body that is meeting. Under these circumstances, and subject to the advice of an attorney versed in these matters, there may be some parliamentary steps that will work.

For a parliamentarian, consider the referral services of the National Association of Parliamentarians or the American Institute of Parliamentarians. For an attorney versed in parliamentary law, some of the bios may indicate being an attorney. You can also DM me if you are in Missouri, DC, or Arizona.

There are certain violations for which a point of order may interrupt a speaker, but they are more the exception than the norm.

Well, certainly when a higher-ranking rule requires it, as in some land use cases. But there are also some cases where a negatively-framed motion nonetheless calls for action. The key is that a motion with no effect is out of order. Do you have a case in mind?

I'd like to think so, but I'd recommend hanging around for what others may think.

Well, I'm a bit confused. Is the "regular meeting" one of the membership or of the board? That aside, in addition to the principle you cite, here are two more principles that may be persuasive in answering this question. 1. Motions take effect when adopted. 2. All qualifications for membership appear in the bylaws. Assuming this is all the bylaws say, then, it seems to me, albeit not definitively, that the members become members upon the vote, not induction. Unless the bylaws say otherwise, this is a motion that takes effect when adopted, i.e. when the board votes on accepting the prospective member. Any intervening events would be qualifications for membership, and so must appear in the bylaws. But I think it would not be absurd for your organization to decide they become members at Induction, so your organization will ultimately need to decide.

Do I take you to mean that points of order relating to the conduct of the vote are themselves out of order during a vote? That seems unworkable.

If half-baked ideas are coming to the board, the routine response should be to refer to a committee. So I'd start by explaining how that motion works, then moving it every time a half-baked idea comes up. More generally - if you walk into a dining hall and everything is picking up whole chickens, you don't start to improve things by explaining the difference between the dessert spoon and the soup spoon. You start with very broad, general concepts. Same here. No need to fight for full compliance with RONR. You might start with "wouldn't it be nice if these meetings could be faster?" to get interest.

My suggestion is that, if you want an informal lunch, to simply schedule one, rather than using the usual mechanism for calling a meeting.

No, voting down the agenda will not have the effect of suspending all rules of order. But suspending all rules of order, in addition to being out of order, is a bad idea. My question is, what is the purpose of this meeting? If it is only to discuss, and not to conduct any business, then I'd suggest it's better off not being called as a meeting at all, just a lunch or the like (unless there's an applicable sunshine law or someting to that effect that could complicate things). If you want to conduct business, I think trying to have it be informal and not governed by the rules of order is a mistake.

That changes things, as notice was provided, and the vacancy probably could have been filled at that meeting. I don't know what the chair meant by that. Well that's mostly wrong. You finish nominations, then hold the election, at least in a democratic society. However, if there is no majority (not applicable here), you might reopen nominations, so there's some sense in which what he said is true. But, unless the bylaws call for a balloted vote, with one nominee for one position there was no need to vote, the chair should have declared the person elected. But it also seems the chair cut off nominations for no particular reason after one nominee. In short, this is a mess and hard to unravel. I don't know what that means, either. The election belongs to the body, not the chair. It's not up to him to "affirm" anything.

This is really a legal question, or one about how your rules distribute duties. RONR does not have a position on accounting for non-money assets. The secretary produces draft minutes, which are really just the secretary's notes. The secretary is free to share those with anyone eligible to see the minutes, or not to. If the secretary shares them with others, such as the chair, and receives suggested changes, the secretary is free to make those changes, or not. The resulting draft comes to the meeting for approval, at which time the assembly may amend them while pending.

I would agree that using a point of information in this manner is out of order. A point of information is used to ask a question. One reason to push for adherence even when it doesn't "matter" is to make it easier to demand it when it does.

Yes. The minutes are available only to those entitled to participate in the executive session. They are approved in a later executive session. If an executive session is held just to approve earlier minutes, its minutes are approved during that session itself to avoid an infinite regress.

In most such organizations, there is a perception, valid or not, that this produces a conflict, or at least a tension. A line officer voting on funding for equipment he requests sometimes feels wrong. But the remedy for that is to put a prohibition, if one is desired, in the bylaws.

When you ask to whom do you report this, who are you? Your position may matter for your next steps. Other than that, this question falls precisely on the line separating the law and parliamentary procedure. We cannot advise you on the legal ramifications, but from a parliamentary perspective, one who acts without authorization does so at her own risk. How to enforce that, i.e. how to collect from her, is a legal matter, and the law may not allow for full recovery, assuming the contract is enforceable. For that, you'll need to consult an attorney.

I agree that the rule protects that interested constituency, to the extent there is one - and the adoption of the rule is a way of taking the view that there is one. In your view, does it matter if that interested constituency does not consist of members? I've always thought of a rule protecting absentees as one protecting members of the body who are not present.

Well, that strikes me as a bit ambiguous. Either it means (more likely) that you must be a member of the corporation to become a board member, or it means if you are a trustee, you automatically have voting rights in the corporation. As a parliamentary matter, your organization would need to decide by a point of order being raised (such as challenging their board membership), a ruling, and an appeal. However, as this is a corporation, there may also be legal implications leaving the organization not entirely free to make that decision. It seems to me that, either way, a person affirmatively disqualified from membership in the corporation would not be able to serve as a board member, so the above ambiguity may not be material in any event.