Joshua Katz

In that case: no.

1. It would appear in the minutes of the meeting where the ordering took place. So far as the minutes to which it was ordered, that's what they are now, and no notation is required. Before the ordering and approval happened, they were just notes. For as long as they've been minutes, the item has (I assume) been included. 2. I'm not really sure I understand this part of the question. To my understanding, there are draft minutes (i.e. Secretary's notes) which include certain information. When they are considered for approval, i.e. before they've been approved, a member moves to strike out that information. That's a motion to amend, and it requires a majority vote. If the minutes have been approved, it would require a motion to amend something previously adopted.

Thank you for using this phrase correctly.

When postpone (to a certain time) is pending, the assembly is deciding whether or not it will put off the decision. To move, before that is decided, to send it to someone else, seems illogical to me. We should do one or the other of these, but if the motion to refer is adopted, the motion to postpone would still be pending - i.e. the assembly would be making a decision about a matter which is no longer in its hand. On the other hand, when refer is pending, and postpone is moved and, suppose, adopted - the motion remains in the hand of the assembly, just put off to a later time. To now consider the pending motion to refer makes sense to me. Alternatively, as RONR explains, the hierarchy reflects the steps an assembly would take as it considers a motion. Maybe someone wants to kill it (postpone indefinitely) - but wait, we can try to save it by amending it! But we can't figure out how to amend it - send it to a committee! Well, instead of sending it to a committee, maybe we just want to talk about it between meetings and fix it ourselves - so move to postpone. etc.

There is a paragraph in RONR which endeavors to explain the idea behind precedence. I can't quite recall where it is, though.

I assumed it was to keep people from raising both their hands.

I don't even know how to parse that definition of quorum, let alone what it might mean about voting rights. What is this document - is it your bylaws? What does it say about the types of membership?

Well, there are things in RONR to prevent yes/no votes on elections, and if this person was running unopposed, then, unless your rules say otherwise, she should have been declared elected and should be in office in the first place. As to a person resigning and the board filling the vacancy, it depends on what your bylaws say about filling vacancies. So far as RONR is concerned, it would be up to the body that elected the officer to fill the vacancy, but if your bylaws give the boar the power to do so, then they have the power to do so.

No, but in blue.

Yes, but in this context that is likely a difficult and expensive process. I understand why the OP wants to know if it remains an "agenda item" in the corporate context.

Are we talking about a Skype meeting? I thought we were talking about a regular meeting, with one person wanting to Skype in. At such a meeting, absent rules to the contrary, the Skyped in person cannot vote and, assuming the meeting is quorate, it has nothing to do with the options committees have if they cannot meet.

Agreeing with the above, it is never appropriate for a non-member to interrupt a member who is speaking. It is very rarely appropriate for a member to do so, for the purpose of making a motion. Since non-members cannot make motions, they shouldn't be interrupting. If there is a rule in place, of course, letting them make motions, then interrupting for that purpose could be acceptable (but it's a very limited purpose).

Absent from what? The way I picture this going is the chair calling everyone up the night before the parent assembly meets and saying "are you okay with recommending X?" So I guess if the chair can't reach someone, then yes, it can't make a recommendation. Maybe he should have tried 2 nights before. The point being, there was no debate. With a real meeting and opportunity for the minority to attempt to persuade the majority, adopting a recommendation by a majority vote makes sense. But if everyone is talking to the chair separately, it's only reasonable to issue a recommendation if, had the meeting taken place, there is no chance the majority would have been persuaded otherwise - i.e. no one would have spoken in opposition.

A draft of meeting minutes can be sent to all members, and to others attending if the body so agrees. The idea that the draft will insure that all topics were covered and covered completely, though, suggests that the organization may be including too much in its minutes. They should contain only actions taken, not discussion.

Any rule allowing this would need to be found in your bylaws. Such participation does not meet RONR's definition of a deliberative assembly. You can permit it in your bylaws, but if you have not, it cannot be done.

Does your board have this authority? Well, applicable procedural law. In any case, I don't think there's any issue here of rank or precedence - your bylaws say "fill out this form" and then incorporate the form. I do question if the entire amendment was properly adopted, though.

This is true. RONR also provides, though, that your bylaws outrank RONR. If your bylaws create two classes of members, with different numbers of votes, then that is what you have. Whether or not that's a good idea is another question.

Then all should be cleared up if you then adopt a motion.

As I said in my previous replies, it depends where the Standing Rules came from - just above what you are quoting, you'll find my note that it applies only if they were adopted by the board in the first place. Later posts have called that into doubt, and have even called into doubt if these are actually standing rules, in RONR terminology, rather than bylaws. But, in the event that they are standing rules adopted by the board, the correct way to amend them is by using the motion to rescind or amend something previously adopted. This is harder to adopt than an original main motion - it requires a 2/3 vote, a majority vote with notice, or a majority of the entire membership (of the board, in this case) voting in favor. That's what I meant by voting threshold. In the future, that would be the correct process (if, again, these are standing rules adopted by the board). The question is the remedial one, where you've passed dozens as if they were original main motions. On that, I take the position that they can be treated as amendments which were stated improperly, and perhaps adopted by an improper threshold, with the facts now lost to the sands of time. It doesn't mean you should continue to treat them as such moving forward, though. But, as I said, later posts have called this into doubt for me. It now seems likely that all the board actions discussed were improper, and null and void.

Who is "they?" If the membership, then I would say you need to follow the Standing Rules as written, and ask the membership to amend them if they aren't working for you. Each time your board decided that it didn't like what the membership said, and adopted a motion to do something different, it was violating the rules and its actions were of no effect. The presence or absence of printed copies doesn't change that, nor does printing out materials detailing the ways in which the board chose to deviate from the rules adopted by the assembly. The membership is in charge, and the board has only the powers given to it. That said, I'm not so sure we're even talking about standing rules, in the RONR sense. If the documents lists officers, it is probably a set of bylaws in parliamentary terminology. Certainly your board may not deviate from those. Where standing committees are listed in the bylaws, no other standing committees may be created, except by amending the bylaws. It sounds like your board has even been tinkering with its own membership in violation of the bylaws! In government, such an action is called a "coup." In ordinary organizations, it is called "violating the bylaws." It has no effect. Finally, your President is wrong in that she said too little. The problem is not that the document was not updated, but that your board has no power to change it.

How did that happen? More specifically, who adopted the Standing Rules? If the assembly, then the board has been misbehaving in making decisions contrary to those rules, since they have application outside the meeting context and may not be suspended. If the board, the board can amend them. The below assumes the board adopted them. Any motion with continuing effect is, in essence, a standing rule. If an organization compiles standing rules, it should do so by listing all such motions. They should be removed or amended by the motion to rescind or amend something previously adopted - which is the appropriate motion even if the organization does not create a document listing its standing rules. In this case, it sounds like that was not done; rather, an original main motion was adopted which contradicted the existing standing rules. I suppose my thought is that the motion should be understood as a motion to rescind or amend something previously adopted, and, although no effort was made to verify that the vote threshold was met, the chair declared it adopted and there was no point of order, so the standing rule should be the new motion. In the future, though, your organization should use the correct motions to modify its standing rules. Some will argue, I expect, that no motion is in order which contradicts a rule, so the adopted motions are null and void, and the organization should now consider all of them as properly-phrased motions. I have sympathy with this position, but I also have sympathy with the struggle the organization would have in implementing it.

No. Edited to add: I misunderstood the question.

If the committee (which I suspect may be a board) adopted a motion setting the schedule, I don't see why the chair could unilaterally amend it simply because it involves "internal politics."

I struggle with this theme often: just when are the bylaws "silent?" I've come to a restrictive view - the bylaws are silent only when they say nothing at all. When they say something, RONR does not apply. As a result, I agree with you. (Also as a result, organizations should be cautious about adding things to their bylaws that are already in RONR "just because.") I am puzzled by the use of an inner and outer envelope in a context where the vote is not secret. What's the point of the inner/outer thing if not to maintain secrecy of the vote?

Well, sure, but not "simply." Under RONR, it would be simple. Under the corporate code, it is often a byzantine process to get a matter onto the shareholder meeting agenda. Only certain items can before the meeting at all for binding actions, others are precatory in nature, and it is usually a challenge, often involving some satellite litigation, to get anything onto the agenda. I certainly empathize with the desire not to do it again, but I cannot answer whether it must be done again.