Joshua Katz

Agreeing with Mr. Huynh, it is not proper procedure for next time, and someone should object next time (unless you all truly want it to be in executive session). It requires a majority vote to enter executive session; the chair cannot simply order one. In this case, since no one objected, it was, indeed, in executive session, and nothing should be revealed. This all assumes, of course, that your organization is not subject to any open meetings laws, which could significantly complicate the matter. If you now wish you had objected, you can move to make the minutes open.

Yes, unless you have customized rules to the contrary.

I'm not sure how long it should take to read 12 sets of minutes out loud, but I'm not convinced an hour is too long. Although it's a safe bet they contain too much, because that's true for most organizations.

If you visit the National Association of Parliamentarian and American Institute of Parliamentarians websites, they both maintain a referral list so that you can find a professional in your area to conduct a training session.

The draft minutes can be printed and distributed, and they need not be read so long as so one wants them read. But they aren't voted on - the chair asks for corrections, and once any corrections have been dealt with by unanimous consent or amendment, declares them accepted. Also, it would appear you're having the membership approve board minutes. Ordinarily, a body approves its own minutes, so the board would approve board minutes, and the membership would approve membership meeting minutes (which, in this case, would presumably be short since there was no quorum - by the way, a meeting is not cancelled for lack of quorum, it is called to order, then typically adjourned, but a motion to set the time to which to adjourn, or to recess for the purpose of trying to get a quorum, is also in order). Do your bylaws require your membership to approve board minutes?

Not exactly - since it's a matter of bylaw interpretation, it depends on your organization's definition of properly called, not my definition. But, in my opinion, it's an academic point due to the other issues noted.

The "until their successors..." language permits removal from office upon a motion, rather than through a disciplinary process. Notice is required. However, that motion must be adopted by the assembly which elects them, presumably the membership. Thus, it seems to me that it is out of order to try to remove officers at a board meeting, unless the board elects itself, notice aside. This was, presumably, a special board meeting. Was it properly called? (Not that it really matters since there was no notice of the action, and, it seems, the action was out of order to begin with.)

No, but you could amend it.

Sure, but don't forget who elected those officers and, if points of order are raised in the assembly, who fails to sustain the appeals.

What do your bylaws say, if anything, about removal from the board? If nothing, what do they say about the term of office? Finally, what do they say about special meetings? Unless special meetings are authorized in your bylaws, you can't have them at all. I agree with Mr. Kapur that, even if all that checks out, the notice was insufficient. "Future direction and discussion" simply is not removal from office. I'm not sure if the exact phrasing prevented any business from taking place, but I think it probably did simply because any motion that could conceivably be about the future direction would be one that also falls outside the notice. This notice looks, to me, a lot like an effort to soft-pedal, which is the opposite of giving notice of your intentions. The reason special meetings are limited to the items in the notice is to enable people to decide, intelligently, if they need to attend. This notice fails to do that.

I have to admit, I read this without checking the dates, and was confused to the hopes for what would be included in the 11th. Then I saw our old dear friend and realized it was an old thread.

Okay, got it. I meant to prevent the misinterpretation that by moving to amend, the underlying motion goes away immediately (which would have the same effect as the motion to amend being automatically adopted), the way some organizations seem to think that shouting "question" is enough to move to a vote on the main motion. In short, I was trying to emphasize that after the amendment is dealt with, there remains a main motion (either amended or not) which must be dealt with; it's not onto the next item of business.

I'm not sure what you're disagreeing with, but I fully agree with your description.

No. In August, no action was taken since the motion was not adopted. A motion which is not adopted may not be made again in the same session, but it may be made again at a later session. The September meeting was a later session. So long as it's a new session. A motion to reconsider requires a majority vote, not 2/3, and has the effect of bringing the question back before the assembly. All members are, by definition, always entitled to vote, unless the bylaws say something else. No. For one thing, a point of order regarding actions taken at a membership meeting may not be made at a board meeting since the board answers to the membership. A motion to "table a contract signing" means nothing, and what it is supposed to mean (delaying the signing) is out of order when the members have told the board to act. Not really. If the board of directors wanted to take this action, they would have had to...do nothing, since they are not at liberty to simply overrule the membership. They answer to the members. (Note: answers may be different if this is a corporation.) No, the board would have to go pound wood...or, to be nicer, recommend that the assembly take the action during the board report at the next membership meeting. Or get someone to raise a point of order at the membership meeting. With some exceptions (which I think can be properly described without calling them exceptions, but whatever) points of order must be timely. However, if a motion to hold an event were out of order, a point of order would remain timely until the event is held. I'm not sure, it really depends on the ability of the organization to get contracts and arrangements in place. It might be that no specific remedy is available, based on outside circumstances. Disciplinary actions against the board or board members can also form part of a remedy, although they won't make the event happen. If possible, the event should be held, and everyone responsible for making that happen told to go and do their jobs (like Kim Davis).

It seems to me that there either was a quorum present when the motion was adopted, or there was not. But we lack omniscience, so we can't actually decide on that basis, but rather on the basis of what people believe. RONR tells us that, in such a case, the burden rests on those who would overturn the action for want of quorum. Thus, until such a decision is made, the action is presumed valid. Declaring a previous action invalid for lack of quorum is not among the actions which may be taken in the absence of a quorum, so, in my opinion, the answer to your question: is yes.

Well, to start with, it sounds like the meeting was conducted improperly, because it seems like there was debate without a motion (which tends to lead to exactly the back and forth without resolution you describe). The chair/pastor/whoever is presiding should require that there be a motion before debate, which will prevent endless discussions. That said, no member, whether presiding or not, can simply end debate and declare a motion (or decision, when no motion has been made) adopted because he feels like it, nor can any member, whether presiding or not, end debate because he feels like it (although, as mentioned, the debate was likely out of order to begin with). Next, as to presiding: a presiding officer should not enter into debate, but it sounds like no point of order was made on that, or any, grounds at the time, so it's a bit late to worry about it. But he did far more than enter into debate here - he did what most of us call "acting like a dictator." Finally, members have the right to participation, although they should (but cannot be forced to) recuse themselves when a motion impacts their pecuniary interests not in common with others. If your rules make your pastor a member, he has the right to participate, but should not vote (but can) when a question concerns him. But it's not clear, from what we're told, that they do. We know they make him Chairman (of the board? the congregation?) but officers are not always members. Is he a member of the assembly that is meeting? But you say the question is somehow about him acting as pastor and Chairman at the same time. Do you have some special rules allowing your pastor to cut off debate? If not, then I don't think it's really about that, just about someone acting like a dictator who should be ignored, and about a meeting which is being conducted too informally to get anything done.

The word "president" means presiding officer. It is proper, then, for the President to preside. Beyond that, I have little grasp of what is being described, except that it appears the presiding officer at a meeting said what he wanted and then, apparently, forbade further discussion. The presiding officer has no such power (unless given in the bylaws or a special rule of order) so no, that isn't proper. I probably don't have enough understanding of the different positions in your organization, which apparently include a president, a chairman, and an acting chairman, to say any more than that.

It is appropriate to move to amend before the motion is seconded. Before the question is before the assembly, the maker may modify it, but the assembly cannot. Once it is before the assembly, it belongs to the assembly and may be amended by that body. There is no bringing of the amended motion to the floor, precisely, though. A motion is made, and is pending. A subsidiary motion to amend is then made. The motion to amend is then pending, and must be decided (or done away with in some way) before returning to the main motion (so that we know what the main motion says!) but nothing has been replaced. Think of it more like a stack of papers - what went on the stack last (the amendment) must be removed first. So there will be debate on the amendment, which will then be adopted or not, followed by debate on the main motion, which now has either been amended, or not, depending on the outcome of that vote.

Yes, the electorate has proven itself quite wise lately... I have no idea what this organization should do, but I'm a little less trusting in the wisdom of crowds, it seems, than most here. Sometimes, I think organizations need to prohibit certain things in their bylaws precisely because they know themselves, and know that, in the moment, electing the one person nominated, despite a conflict, will be easier than working harder to find a non-conflicted candidate. Special circumstances also present themselves if one or the other position is appointed rather than elected.

I agree with your answers, but I'm bothered by this: If the budget was adopted by the assembly, any change would require a motion to amend something previously adopted. There is no threshold under which they can do it in some other way.

My recommendation would be that, on this question, which has more of a legal than parliamentary flavor, it is better to ask a lawyer than any website.

In light of these quotes, I agree. Sorry, I'm squeezing in answers while files are loading.

Is there some rule against serving twice consecutively? If not, it sounds like someone is confusing a two year term with a two year term limit.

I don't know what "against the club" means. Do you have a process (in your real bylaws, not the ones you never adopted) for calling special meetings, and does it involve a petition? In any case, the petition here doesn't strike me as against the club, but as asking the club to do something. If you do not have any provisions for special meetings, then special meetings are not permitted. Ordinarily, the nominating committee does not nominate a "slate." Rather, it reports out all nominees, and the floor is then open for further nominations. Do your bylaws (again, the ones actually in effect, not the ones you never voted on) have "slate" provisions, or limit nominations in some way? In any case, whoever made a nomination can seek permission to withdraw it (I think, see if others chime in on that) just as he can seek permission to withdraw a motion, but cannot do so unilaterally. Of course, it sounds here like the people seeking permission to withdraw are not those who made the nomination, in which case they can't do much of anything except, as you say, vote against the person. Even if the nomination is withdrawn, unless your rules say otherwise, people can still vote for that person via write-in. What do your current rules say about amending your Constitution and bylaws? Follow whatever procedure is in there for amendments. I have to admit, I have no idea what the fact that you've been following something that is not your bylaws has to do with the nomination, but perhaps I'm missing something. If the term is 2 years, it's 2 years - that doesn't make nominations somehow improper, and I'm also not clear how, if it did, doing it again would change anything. Again, perhaps I'm missing something.

People should have the options to hold office provided in your bylaws. If your bylaws do not contain the "live nearby" qualification for office, then it does not exist, since any qualifications for office must be in the bylaws. What do your bylaws say on the matter?