Joshua Katz

Well, you have two possibilities, so we may as well save time and answer both of them. 1. Notice was required: if notice is given at the prior meeting, it must be the precise wording. If it was, you have no problem. If it wasn't, then notice was improper and a point of order may be raised. 2. Notice was not required, but would change the vote threshold: If no timely point of order was raised and the wrong threshold was used, it is now too late to object. In any other case, there was no problem at all.

This would permit a "subgroup," however defined, which is not a majority, to prevent an action from being taken by the simple expedient of not showing up. If your organization is concerned about the issue you raise, it can modify its quorum requirements (although it's probably a bad idea) if the "subgroup" is definable enough. But absent such a rule, you (presumably as presiding officer or some other officer) are not free to overturn the results of a majority decision because you believe some group was not represented.

And perhaps also using the general principles of bylaw interpretation?

I do not believe there is a direct textual reference, but most of us here believe the answer is two: a majority of the living, breathing members of the board.

Correct.

Postponement really has nothing to do with agendas. It makes the item a general order at the next meeting. But if it has been postponed, it will come up at the next meeting - once a motion is made, seconded, and stated by the chair, it belongs to the assembly, not the maker. He can't just take it back without permission of the assembly.

After it has been made, seconded, and stated by the chair, i.e. while it is being debated.

If I recall correctly, this question has split the forum before, but I think the consensus was that, yes, the quorum is three if there are five living, breathing members of the board. I also agree, although it doesn't matter since I'm not a member of your organization, which must interpret its own rules, that the language about filling vacancies does not appear mandatory, which makes me more comfortable with this conclusion regarding quorum.

It is also worth noting that, absent rules to the contrary, there is no agenda yet for the next meeting. There is a piece of paper with the word "agenda" on it, but until adopted by the body, it is not the agenda. Prior to its amendment, OP can move to strike the item in question because it is absurd.

To add an agenda item while the agenda is under consideration, move to amend, which requires a majority vote. To add an item when it has been adopted, move to amend something already adopted, which requires 2/3 or a majority of the entire membership. Then, unless your rules say otherwise, this 'standard practice' is incorrect. An agenda is simply a piece of paper until adopted by the body. The President is free to write things down, but the agenda is not an agenda unless the body makes it so.

The minutes should reflect what was done at the meeting. There is no requirement that there be an audio recording, and while the absence of a motion on the audio recording is evidence it wasn't made, if the body remembers it being made, the minutes should reflect it.

Good point. 19 people.

If a board has a meeting, any meeting, it needs to have a quorum in order to conduct business. If it's a meeting of something else, there need not be a quorum of the board, but there needs to be a quorum of the body that is meeting. I have no idea why the bylaws would define "majority," let alone why they would define it as being within a range. Regardless, if there is no definition of board quorum in the bylaws, and RONR is the parliamentary authority, then a quorum is a majority of the actual members of the board. Your bylaws can modify quorum, but they cannot change the definition of majority, so even if there are, say, 20 members, so that a majority is 10, that's what the quorum is. But it's possible something isn't coming across well in this communication.

This is confusing, largely because either your government has rules which use words in non-standard ways, or has misunderstood its own rules. To begin with, the general rule is that ex-officio members are members, and may participate fully. Either this is not the case in your organization, or someone misunderstood it and denied them the right to participate for some length of time. The other issue is that it does not sound like the member under discussion is actually ex-officio at all, but rather is appointed by another body, but specifically chosen for this position. An ex-officio member is a member solely by virtue of an office held. If the Council selects and appoints people, they are not ex-officio. If an ex-officio member is not under the control of the organization, he can still participate fully, but is not counted for quorum purposes. Be that as it may, RONR's statement that public officials who are ex-officio members are not under the control of the organization is applicable to ordinary organizations - for instance, the Lions Club may put the Mayor on its board ex-officio. Here, it's somewhat less applicable, since both are governing bodies of the same "membership," i.e. the citizenry. I'm not sure what that does to that rule, to be honest, as applying RONR to public bodies is challenging, and usually is complicated by governing laws. It does seem clear that whatever the role of the "ex-officio" member is, your organization had no right at all to modify it, and if the ex-officio member cannot vote by rule, then you had no business adopting a rule permitting voting - let alone modifying your own quorum requirement, which probably comes from a statute. But what's done is done, and what matters now is what the actual rules say. For that, you will need to consult the precise language of the statutes or other rules setting this up.

Although, again depending on your rules, in general, members of a board (to which your council is analogous) have power only as members of that board, unless the rules say otherwise. (So the mayor might have other powers, but it is unlikely that your newly-elected council member does.) It sounds as if you are describing one council member making decisions that, presumably, only the council itself can make, such as establishing rules of order for meetings and making employment decisions. That said, the following sentence is unclear to me because I'm not sure how the pronoun works: Who has said that who is in control? One council member out of many is unlikely to be "in control" of the town government, unless there is a rule saying otherwise. The council may or may not be, depending on the relevant laws.

The official rules, meaning RONR and not any other rules to which your organization may be subject, say nothing preventing controversial items from being brought up at meetings, and specifically allow members to make motions. They do, though, change the vote threshold for certain motions, mostly those which bring something again before the assembly, when notice is given, to promote stability.

We have no idea. It depends on your town charter and ordinances, and relevant state statutes and constitutional provisions.

If you're going to enter executive session, you need to meet somewhere that you can exclude people from being able to hear you. That's not a rule in RONR, just a logistical fact.

So long, of course, as the coffee or fast food place will allow the committee to occupy a table for the length of the meeting. But I think this stands in need of some explanation: My guess is what is meant is that the president is an ex-officio member of all committees. Using the word "the" might be the source of confusion here, as it makes it sound like the president occupies some special position within the committee. All being an ex-officio member means is that a person is a member by virtue of an office held; they have no other special powers within the committee. There is, though, one exception: Of course, I agree that the meeting is not valid if there is no quorum present, but I'd add that the absence of the president, in these circumstances, cannot impact quorum since a president who is ex-officio a member of all committees does not count for quorum purposes in those committees.

What do your bylaws say about the President's term and this reorganizational meeting? According to RONR, officers take office when elected, so a new President will be elected at the annual meeting and will take office, so any meeting after that should be chaired by the new President. Do your bylaws require this approval of the elected officers at the organizational meeting, though? If so, then that is when they take office. So, this ultimately depends on your bylaws.

This is precisely why, in my opinion, absent a provision in some rule set explaining how the budget works, the motion to adopt the budget should explain what is being done.

Ultimately, only your organization can interpret this (subject to applicable laws since it is a corporation), but my personal opinion is that the amendment language pretty clearly requires 2/3 of all members, not all members present. But, given that the charter is a legal document, there may be applicable case law in your state interpreting it, and so it's best to consult with an attorney on this. Any applicable procedural law will take precedence over all else. On the SoS language, those offices often have standard forms, so I wouldn't read too much into what the approval letter says. Ultimately, you need to follow your rules, and your organization (not the SoS) interprets them - although the SoS interpretation should be persuasive. Ideally, you should amend the charter to remove this provision, since RONR suggests that Articles contain the minimum required by law - you could put the requirements to amend the bylaws into the bylaws. As to your last question, yes, interpretation should follow the principles of interpretation, and so far as they are known, the intentions of the voting body (i.e. how the voting body understood the wording) should be followed. But do you know the intent of the voting body in 1947? Also, it first remains to determine if the wording is, in fact, ambiguous. It doesn't look ambiguous to me, but I expect others will disagree.

This is not a parliamentary question, and I think figuring out what is best for the community would require knowledge of the community and the library. As such, I don't think we'll be of much help, unless someone here has been on a library board and has some experience with it.

Does director here mean board member, or a high-ranking staff member?

Unless your rules say otherwise, he can continue in both (assuming you follow your procedures for filling vacancies correctly). However, he will still have only one vote in board matters.