Joshua Katz

Absolutely, because nominations do not require seconds. People can change their votes, but debate is out of order during voting - and insults are always out of order. Did you raise a point of order? Well, none of this is described in RONR, so it must appear in your rules. Do you know where those rules are found? Based solely on what you've said, it's not clear to me just when the "temporary moderator" finishes service. Is Clerk the equivalent of Secretary? Arguably, the Secretary presides over the election of a chair for the meeting, so by analogy, perhaps the Clerk should preside over the election of a Permanent (but apparently not all that permanent) Moderator. On the other hand, it seems rather wasteful to have two temporary chairs. Anyway, seeing the rules involved might help.

But Mr. Martin, just how are the students at two particular schools loosely defined or indefinite? I'm sure the Principal checks attendance daily, and therefore has a register of students.

Good catch, thanks.

I'm not sure how to get the first paragraph out of the bylaws, but I'll assume it appears somewhere else - in a bylaw I didn't see, in a superior document, etc. So let's assume that all is well, and now this question about the annual meeting arises. I think, unfortunately, I'm back where I started, in that seeing the rest of Article 5 didn't really help me, but I now think it is more ambiguous than I did previously. The question is whether 5.4 modifies 5.2. In my personal opinion, it does not, because the least-absurd interpretation is that it refers to Council meetings. However, I can see the argument that it does, since if it refers to Council meetings, it is redundant. But, again, my personal opinion isn't very important. Ultimately, I think this ambiguity has two potential causes (and both can be true). First, it is not clear to me that your bylaws match your organization's practice and structure - i.e. I'm not confident someone with no experience in your organization could pick them up and understand how it works. Second, the way Article 5 is written is particularly confusing and should be amended (in my opinion) because it switches between meeting types without saying what it is doing - apparently, 5.1 and 5.3 reference Council meetings, and 5.2 a meeting of a different body, but 5.1 and 5.3 don't say so. Once the bylaws are equivocating, I don't think anyone can say with certainty which one 5.4 is about.

Either I don't know what you mean, or your organization (as is quite common) is using these terms incorrectly. Hmm. Now I'm confused about another issue - what about these regular meetings? 5.2 specifies who meets at the annual meeting, but the bylaws do not say who is meeting at the regular meetings. From the language, my guess would be the general membership - i.e. all the students - but then, why does 5.2 specify that and not 5.1? I'm not sure what to do with that. Is there another section of the bylaws for council meetings? (I'm guessing not, but one can always hope.) If not, I think you have some ambiguities in your bylaws after all - in particular, whether this entire Article is about council meetings except 5.2, or if the whole thing is about general meetings. I can't tell, and I think it would involve understanding article 5 in context, i.e. knowing all your bylaws, which puts it beyond the scope of this forum. You can consult a local parliamentarian to help you interpret your bylaws (although, again, they can only help - the organization itself needs to make the real determination). Or your organization can brave it, armed with the section in RONR titled "General Principles of Bylaw Interpretation," (which are a few of the common-law canons of construction, shorn of their Latin names). Does it matter - i.e. do you typically get turnout of less than a majority of the students? (My guess is yes, but it never hurts to ask.)

There are three things here - RONR, applicable statutes, and whatever Toastmasters has to say on the matter. There's overlap between RONR and Toastmasters (although I've only ever seen them use anything similar to RONR once a year), but if you're going to be able to have non-members vote on something, it's going to come from your statutes - even if TM says something on point, so what? Your town has statutes, perhaps bylaws, and might have adopted RONR, but it is highly unlikely it adopted Toastmaster's rules of order (especially since, as Mr. Geiger notes, TM claims to use RONR). In any event, if you (perhaps out of curiosity) want to know where in the TM FAQ this person claims to find the authority for a public body to allow non-members to vote, I suppose you'll have to ask him to point to specifically where in the document it says that - and to explain what it has to do with your town.

The text that follows this is an order of business, not an agenda. It also deviates from RONR's order of business in minor ways. If you are going to, as the order of business indicates, adopt an agenda, you can place elections where you'd like. Make sure you pay attention, though, to what your bylaws say about when the newly elected officers take office, and set the agenda accordingly. If you are not adopting an agenda, the election is new business. If your bylaws were completely silent, the reasoning would be as follows. RONR defines member as one with the unrestricted right to participate. All students have this right, so all students are members. RONR sets quorum at a majority of the members, so that's the quorum. Your bylaws do say something, though - but it's potentially ambiguous whether they are referring to the annual meeting, or to council meetings. What do 5.1 and 5.3 discuss? If there is genuine ambiguity (I personally lean towards saying that 5.4, unless I see something that indicates otherwise, pretty clearly refers to council meetings), one tool for resolving the ambiguity is to note that 5.4 is not needed if it refers to council meetings - it simply repeats something in your parliamentary authority. Interpretations which do not make bylaws redundant are preferred, so you might rely on this IF interpretation is needed - but if it is, then only your organization can do it, and my personal opinion is worth the paper it's printed on (note that it is being transmitted digitally, and hence no paper is involved). As I said, it doesn't look terribly ambiguous to me, but knowing what 5.1 and 5.3 are about might help.

So far as RONR is concerned, people who are members of the body meeting vote (and make motions), not audience members. It is possible that there are statutes creating other systems for decision-making, particularly given that this is New England and has the town-meeting style of government, but questions about those mechanisms are outside the scope of this forum. (I was an office holder in a New England town using a town meeting government, and we had nothing of the sort, at any meeting.)

Well, yes, if it is too damaging to discuss. But the OP only said he thought it was out of order.

For what purpose? If the motion is out of order, it shouldn't be considered; that requires only a reasonable chair, not a 2/3 vote. If you mean after a point of order fails: if the chair rules differently, and is sustained on appeal, why would you then be able to get a 2/3 vote?

Agreed, but the OP here indicated that it was unintentional. Also, would such a corporation hold an AGM if it has no general members?

Well, if you close it to the public, and there are no members, then no one, including the board, can go - if there truly are no members, simply being on the board won't make them honorary members. (You could, of course, close it to the public except the board - although it's unclear who the "you" is in that sentence without any members.) More generally, the only people with the right to attend a meeting are members of the body that is meeting, although the body may allow others as it wishes. Can you explain more about this not having any members thing?

It appears that, so long as the current Secretary continues to fulfill the requirements in the second quote, that person will continue to serve if you are unable to elect a new Secretary, at least until you elect one.

Yes, such a person would be a secretary pro tem. I think so. Or approach people directly and ask them if they'd be willing to serve - sometimes people don't answer a general solicitation, but will agree if asked.

Agreeing with the two answers above, there is nothing particularly privileged about the motions discussed. I can't find any context for the parliamentary issues discussed, i.e. "void the illegal General Membership Voting Session." If you tell us what that is about, we might have some input. As it stands, I have no idea if it is in order or not. As to the rest of the motions and the questions, so far as RONR is concerned firing an employee is a main motion and requires a majority vote, as Mr. Martin noted above. (I'm deferring to his judgment - as a matter of first impression I might suspect it is a motion to rescind or amend something previously adopted.) Putting an employee on leave is also a main motion and requires a majority vote. None of your rules protecting the rights of members apply to employees. But that doesn't mean you can or should do it, because your state likely has relevant laws about employment. As the above answers said, though, you'll need to ask those questions to an attorney who knows the laws in your state.

Oh, I agree, for the most part. I was just saying that most such laws do not forbid those items from being considered at a later point in the meeting. I agree with that too - but part of the purpose of the law, after all, is to let people know if they should attend the meeting. If they attend because they care about a particular item, which they knew would be considered, then a law preventing consideration of that item because of other actions taken at the meeting would waste their time and defeat at least a secondary purpose of the law.

It seems to me that the OP may well belong to an organization controlled by a sunshine law, which would lead to believing that it is generally true that items must be on the agenda to be considered. However, in reference to the current question, I would recommend looking at the law carefully - it would be unusual (and useless) for it to exclude from consideration an item that appeared on the posted agenda but was struck at the meeting itself. Doing that would, in fact, defeat the purpose of the law.

Well, the OP also says "at a minimum." I'm not sure what the situation is without seeing the bylaw provision. In any case, I'm not sure why a person who didn't run for Secretary would be willing to do the job anyway. Put another way, if one of these individuals is willing to be Secretary, why didn't he have someone nominate him for that office?

First, perhaps I've made a mistake in assuming that the votes discussed in the original post were votes of the board. I'll now assume they were votes of the general membership. The membership may adopt a rule modifying disciplinary procedures, but it must do so as a special rule of order, which has its own voting threshold. However, if it has been declared adopted, then it is adopted, regardless of the vote that actually was present. So it seems to me that allowing the board to remove committee members was in order. Email voting must be authorizing in the bylaws. I suppose you could move to amend, but you could also raise a point of order, since the presence of said rule is a continuing breach. It appears to have been in order, then. I meant the decision as to the date of a meeting. Your original question was whether or not a motion is required to change when the meeting takes place when the bylaws do not specify. Yes, one is, and it is a motion to amend a special rule of order. Or you can set the meetings one by one, but it appears that, at some point in the past, you adopted a rule putting them on the 4th Thursday, so if you want to move them to the 3rd, you need to amend that rule. It provides for multiple methods, if your rules do not specify. See above for my view, given the additional information, on the committee motion.

In that case, I agree.

I don't know that we know enough to say this. It appears to me that the rule in question is being adopted by the board, and is in the nature of a standing rule. If the board appoints the committees, that's one thing, but if the membership appoints them, that's something else. A board motion does not seem sufficient to me to set aside the disciplinary process. It's possible this was correct, and possible it wasn't.

You are correct; the minutes are a record of what happened, not what should have happened. What's more, they're also not a record of what was said, but what was done, so too much is included already. Let's see: It depends. How are the committees appointed in the first place? Also, do your bylaws permit email voting? If not, then a motion permitting them is out of order. As noted, the minutes say too much. Also, abstentions are not supposed to be called for (abstaining means not voting, and you can not vote without anyone specifically asking you about it). It is in order to go from a voice vote to a counted vote if there's doubt about the result, so it seems to me this was handled correctly. The solution to this is for everyone to learn the rules. Do the bylaws specify anything about how the decisions gets made? If not, and assuming this is a board meeting, then the board needs to either schedule the next meeting at each meeting, or adopt a pattern as you've done here, so yes.

Or, and I know this sounds crazy but go with me for a minute, use the gender of the actual President. 😉

I don't think you're misremembering, I think either you're misunderstanding what I'm saying, or I'm being unclear. Ordinarily a board does not have the power to delegate. What I tried to say was that if the board has the power to delegate, and chooses to delegate to the President, then the President will have such power. I do not mean to suggest that boards ordinarily have the power to delegate unless the bylaws grant it.

Agreed, but this motion was not defeated. By whom? It seems to me that whoever made this ruling was incorrect if no point of order was raised at the time to the voting method. Seemingly, an incorrect ruling was issued, but there was no point of order/appeal to that incorrect ruling. Thus, I suppose the parliamentary position is as if the motion had never been adopted, and it is in order to make the motion again. It's bad enough that the "bite at the apple" phrase has become so popular in the law, despite its absurdity (you can bite apples twice!). Let's not let it infect parliamentary procedure as well.