Joshua Katz

It defines an agenda as a series of special orders and/or general orders, i.e. business items. It does not define an agenda as a list of "discussion items."

So far as RONR is concerned, your agenda is a proposed agenda until approved at the meeting. The Secretary cannot make an agenda, only the body can adopt one. (An agenda is also not a list of items for discussion, but that's another story.) So just remove it before you approve the agenda. If other rules apply, such as applicable procedural laws, that might complicate things, but in general, not doing something on your "agenda" is easier than doing something not on it.

If the board has already approved the salary, it doesn't need to do so again. If it has only authorized a generality, such as "up to $100k on total compensation for all employees," then it needs to specify what the new hire will be paid. I think I would have more questions about the rest of the motion - if the bylaws say the DoO is the acting ED, then the DoO is the acting ED and there's no need for a motion to make it happen - perhaps only one adjusting pay is needed, unless the board has given someone (perhaps the ED) authority over wages. In short, there's too much going on here that is intertwined with the rest of your structure for an answer that is more than a generality, in my opinion.

It's certainly not required by RONR. As I said, depending on the state, it may be required by law in the case of a corporation (and by regulations and exchange rules if the corporation is publicly traded). Nom and Gov stands for Nominations and Governance. Any applicable laws, of course, are outside the scope of this forum, but I thought it might be worth tipping the OP off that this might be the case.

Agreeing with the above answers, your organization is likely incorporated. Depending on the state, a Nom and Gov committee may be required. Typically, such a committee, in the corporate context, makes recommendations to the appropriate bodies regarding corporate governance. It makes recommendations, for instance, regarding board composition, the existence and makeup of other committees, the board structure, and so on. It also will evaluate and make recommendations about key employees, such as the CEO. Finally, it nominates board members to the appropriate voting body. There are additional requirements and duties in a publicly-traded company. But that doesn't tell us what yours does, it just tells you the usual purpose of such a committee. The motion creating the committee, as others have mentioned, must have said something about what it does. So much for definition. As for need, well, that depends on function, and is really a decision for your organization unless there's a legal requirement. If you want my opinion, I think at a certain level of complexity (and it's a fairly low level, in my view) it behooves an organization to think carefully about its corporate governance structure, particularly if bylaw amendments are handled by a large body such as the general membership meeting. Of course, other committees can think about this too, such as the bylaws committee, but those committees are busy with other things, so I don't think it's a bad idea to have a committee just thinking about this issue. See Enron. Authority to create a standing committee depends on your bylaws. If your bylaws list the standing committees, then a bylaw amendment is necessary to create another one. If not, a standing committee can be created by a motion. (A motion in what assembly? It depends of which body the committee is to be a committee. Generally, a governance committee is a standing committee of the board, and so can be created by a board motion, assuming the board has the power to create committees.) But, again, there may well be applicable laws (and regulations, and rules), which are beyond the scope of this forum.

It is possible that this organization has a bylaw requiring a roll call vote on all substantive motions, and the chair is really asking, in a round-about away, if there is unanimous consent to suspend that rule as it is clearly in the nature of a rule of order.

Agreeing with Dr. Stackpole, note that my prior answers assumed the Board adopted the motion you wish to rescind.

No, except perhaps a misconception. The vote threshold is a 2/3 vote, a majority vote with notice, OR (any one of these is sufficient), on a 7 person board, 4 people voting to rescind. That is, "entire membership" means of he board, since the board is the body making the decision. A 2/3 vote could be attained without reaching 4 votes, such as by 2 voting yes, 1 voting no, and everyone else present abstaining.

Use the motion amend or rescind something previously adopted. It requires a 2/3 vote, or a majority vote with notice, or a majority of the entire membership voting in the affirmative.

I agree entirely, to be clear. It is a qualification for a sort of membership and would need to be explicit in the bylaws if there is another way.

I didn't see your response until I sent mine. I assume they crossed wires, so to speak.

The rule in question is not a rule of order, and does not provide for its own suspension. As a consequence, it cannot be suspended.

Thank you for saying what I was trying to express, only you said it more eloquently. This is what I was trying to get at, clumsily.

It didn't require a second. The situation you describe is largely a judgment call. The point is that debate on the main motion must be on the merits of the main motion, and if you want to debate a different motion, you should move to amend in order to have that discussion. However, the line between the merits of the main motion and a potential change to it is pretty thin, and in general, I think it's advisable to be permissive, particularly in a small board context. But depending on the details, the objector might have a point. However, if this is a common problem, I would suggest that your board needs to make better (or more) use of the motion to commit. Much inefficiency can be reduced if ideas come to a meeting fully-baked. I do not agree that meetings become more inefficient if people move to amend without conferring. My personal opinion tends to be the opposite, since moving to amend right away presents a series of binary questions, rather than open-ended discussion on "well, what color should it be?" First decide between green and red, then between red and blue, then decide if you want to paint the clubhouse.

This is a matter of bylaw interpretation, which only your organization can carry out. In my opinion, however, there is nothing (at least in what we've seen) authorizing the board to take such an action. But someone has to decide, so my opinion would be that a motion to set the board size would be in order at the Club meeting, and could be adopted by the same body which is empowered to elect the board and officers, which does not appear to be the board. (And then amend the bylaws - or, depending on your amendment procedure, be safe and amend the bylaws before conducting the election, although it appears that is not an option from your comments.) Mr. Transpower was citing a general rule in RONR which provides that yes/no votes on candidates are not in order unless called for in the bylaws, because of the general principle that the way to defeat a candidate is to run against him, or vote for someone else. Even more generally, unlike most motions, there is no option at an election to simply say "nope, no President this time," so the only alternative to a candidate is another candidate. I believe that rule continues to apply in your circumstances, because of the possibility, if you used yes/no voting, that you could wind up with no other directors, violating your bylaw requirement for a minimum of 3. That is, I don't think your bylaws defeat the rule or its purpose. I don't think it solves your problem, even temporarily. I do not see anything in what we've been cited which suggests that the board elects the next board. Did I miss something?

So far as RONR is concerned, an assembly may enter executive session whenever it decides it is appropriate, and non-members have no means at their disposal to dispute the decision. However, since you are talking about a public body, there are quite likely applicable state or local laws on the topic, which would supersede the rules in RONR.

Then I don't see any obstacles to adopting a special rule of order limiting speeches to 3 minutes.

I agree that the organization's rules take precedence, and certainly interpreting them is a task for the organization, not for me. But in my personal opinion, the provision quoted simply states the same rule as is present in RONR, other than the voting provisions. That is, just as RONR provides, they can be suspended only for the purpose of considering an item of business. This suspension was not in pursuit of considering an item of business. There was no item of business which the assembly could not consider without suspending the rules. But, again, that's just my opinion.

Well, if there's nothing in your bylaws about it, where does the current 5 minute rule come from?

The motion to suspend the rules was out of order. The rules may not be suspended in a manner which impacts fundamental rights like voting, and by suspending it in this manner, you diluted the votes of those actually entitled to vote. What's more, eligibility to vote is not a rule of order, and rules in the bylaws which are not rules of order are not suspendable unless they explicitly provide for their own suspension. More abstractly, it should be understood that specific rules are never suspended. Rather, you suspend rules for a particular purpose (which your bylaws, in a needless fashion, seem to have captured fairly accurately). That is, you suspend any and all rules preventing you from taking an action (the assembly, that is). Here, no rule prevented you from taking a vote, there was simply a rule prescribing who is allowed to vote. There was no action the assembly wished to take (other than the suspension itself) which the rules preventing it from taking, which is the purpose of suspending the rules. It appears to me to be correct that the suspension, as out of order as it was, was not an attempted amendment - although an amendment would have been the proper way to do what you wanted.

How about "I move that we vote now?"

Well, I'm not sure what "speakers" means in this context, but certainly the members can ask questions, within any time limits on the agenda, after officer and committee reports. If you're talking about speakers brought in outside the business meeting, RONR can't tell you much about that.

Yes, via a motion to suspend the rules.

Agreed, but I was responding to a hypothetical which said "If the bylaws do prohibit the practice." Sure, but most of those ways make it harder, not easier, to pass bylaw amendments. If the rule actually said "No motions may be made except by the board" at the only meeting capable of changing the bylaws, it would be my opinion that the bylaws cannot be changed unless the board so moves. Of course, that doesn't make the assembly powerless. They could elect a board which promises to remove that provision. I agree this is a fair guess. I was responding to a hypothetical. I agree.

If the bylaw amendment provision says they can be changed at the AGM. and if (as the OP tells us) the bylaws allow only the board to make motions at the AGM, is there an argument that bylaw amendments would be special in some way?