Joshua Katz

If a committee was formed without following the procedures in the bylaws, a point of order should be raised at a meeting.

The question is a bylaw amendment. The organization should vote on it, and if there are enough votes to change it, it should change.

Not so far as RONR is concerned. If your rules specify this, then it's a question of bylaw interpretation, but if the rules in RONR apply, election requires that a majority of voting ballots include the candidate, and is not based on how many votes are recorded on each ballot. Well, either your rules permit the limitation and prohibit write-ins (without which the limitation doesn't do much) or they do not. If they do not, this would be a good reason for changing them so that they do. Or it might not be, reasonable minds can differ (I think, personally, that if you stay long enough, people coalesce or leave, and that this is a lesser risk than denying people the right to vote, but that judgment call is for your organization, not for me.) In any case, as far as to how many candidates you should be limited, we have no idea. It depends on the motion made and your background rules. There's no answer we can give you to your "double plus one" question because nothing about the rule appears in RONR or is derived from any source we know. It may be derived from your rules, or may be something someone made up one time and people have repeated ever since.

I think the question is whether multiple amendments may be proposed in a single motion. They may, as far as the rules in RONR are concerned, but if they are not conforming amendments (i.e. amendments which would create illogical outcomes if one but not another were adopted) the motion may be divided under the rules to divide the question. (Note that one form of amendment is called "strike out and insert" and this question is not as easily divisible as two amendments, since it is in fact one question, but that form of amendment only works if the strike-out and insertion are in the same place, or if the same words are to be struck in one place and inserted in another.) But it also appears that this question concerns some custom rules of the assembly, note the reference to "one reading," in which case some interpretation of your rules may be required, which only your organization can do. We might be able to point you in the right direction, though, if you tell us what your rules are.

Well, it seems to me that while all this is helpful for the future, it doesn't tell us much about what this organization should do. To answer that one: not much. If the chair declared a motion adopted, it is in effect, and it is too late to raise a point of order that two motions managed to be pending simultaneously. In the future, the chair should be more careful.

Often, it's sort of like volunteering as tribute.

Wouldn't it matter what the motion setting dues says? If it says "2010 dues shall be $20," I'd be hard-pressed to say it takes anything other than a majority vote to set 2011 dues. The OP is roughly like this since the adoption takes place within an annual budget. If it says "dues shall be $20 hereafter," then I agree it takes a motion to amend something previously adopted.

Although bylaw interpretation is for your organization, absent any contrary provision, it looks clear to me from this that the officers of the corporation are members of the Board (except that, according to RONR, directors are officers). However, a second fact is also apparent: this is a corporation. So you'd need to look for contrary provisions not just in your bylaws, but also in applicable corporate law. In corporate-speak, "officers" generally refers to certain key employees, some of whom are often on the board (such as someone who is both CEO and chairman) but most often are not, or might attend board meetings without a vote. Since you say: I think the best thing to do here is ask people who argued for that interpretation "why?" and where it came from. As an interpretation of RONR, it seems likely to be wrong absent some other bylaw provision. But it may arise from somewhere else - perhaps in the corporate code, perhaps as a misunderstanding of the corporate code...

Agreeing with Mr. Brown, even if the assembly did vote on approving the minutes, it wouldn't require a unanimous vote.

If your bylaws refer to the non-directors as "members" of the board, they can vote absent a contrary provision. I don't think we really can give any further answer absent seeing the bylaw provisions, though. If you want to provide the board makeup provision, please do so verbatim.

1. Unless you have a very small group, one member cannot "refuse" to take action. In any case, the procedure for approving minutes is as follows: the chair asks for corrections, and if there are none, declares the minutes approved. So she can either offer a correction, or not. If she doesn't (and no one else does), they are approved. If she does, the group can vote on it (or adopt the correction by unanimous consent) and then the minutes are approved. Why, exactly, has the group allowed one member to hold the minutes hostage? 2. You should not wait 6 months to approve minutes. Instead, the body can appoint someone, such as the board or a minutes approval committee, to do so. 3. As for the month-old point of order, it should either be found well-taken or (more likely, depending on what the point of order is) or not well-taken, and included in the minutes of the meeting where it is raised. It has nothing at all to do with the minutes of any prior meeting, and should not be attached to them as an addendum or otherwise. Regardless, though, she can offer them as an addendum, or correction, or whatever, and the assembly can vote no. Then everyone can move on with their lives. It's possible I've missed something, though. If so, please let me know.

I don't have RONR in front of me, but I don't recall any preference or suggestion. The common method of implementing staggered terms, though (I'll assume a board with 3 "classes") is to adopt a bylaw providing for annual elections of 1/3 of the directors (you'll have to figure out what to do about other officers) and a 3-year term, with a proviso that in the year of implementation, 1/3 will be elected to full terms, 1/3 to 2-year terms, and 1/3 to 1-year terms. Further, the proviso should specify which positions will receive which length - seats 1-4 will have full terms, etc. I suppose there are other ways, such as using vote margins to assign initial term lengths, but I'm not fond of them. The best, it seems to me, is simply for voters to know what term length they are voting for, and to go ahead and elect people to specified seats for specified lengths, leaving it up to the voters whom they wish to elect to each position in the transition period.

I agree - if it doesn't specify, then the members may set the level of dues by an original main motion. I'd add, just because the topic is dues, that, unless the bylaws specify otherwise, a member who fails to pay dues does not lose rights, unless a disciplinary process is used.

Do your bylaws say anything about dues? You say they don't stipulate an amount, but do they authorize charging dues? Do they authorize anyone to set the rate? Anyway, to answer your question, no, dues are not a special rule of order. Rules of order deal with the conduct of business at meetings, not business transactions. Dues need to be authorized in the bylaws.

I'm not sure this provision technically applies, since the OP is about moving, not seconding, but, regardless, this bothers me. I can see it for seconding - the motion is already being made, after all - but if I wish to put my organization on the record as opposing pink hats, I think I should move something to that effect. Here's why: in general, we don't record vote counts. A motion to support pink hats can fail on a tie, and be indistinguishable in the minutes from one that failed by a large margin. But in the former case, trying to express opposition to pink hats directly would also fail.

No, but you may not speak against it in debate. The seconder may speak against it in debate. See p. 393, ll. 19-25.

Yes, well, almost. The definition of member is person with the full right to participate in the proceedings, and the right to vote is lost only through a disciplinary proceeding or as prescribed in your rules. He can't cast a vote, though, when others could not cast a vote, i.e. after the polls are closed. Whenever anyone is entitled to cast a vote, he is.

Well, that's absurd. Should I put myself on the committee, too?

You have a customized rule for bylaw amendments, so the answer to your specific question depends on interpreting your bylaws, which only your organization can do. But I think one thing that is clear is, absent a provision delaying the effectiveness of bylaw amendments, IF the bylaw would be effective 10 minutes after adjournment (without any intervening action), then it is effective during the meeting too (once it's been adopted, of course). But it seems you've hit upon one reason this business of taking effect provisionally is not a good idea, to the extent your organization can make sense of it.

If the board has the authority to amend the bylaws. Does it?

I must be misunderstanding the facts since I don't see how these fit together. Can you explain how, if your bylaws require the board to approve all committee members, people got onto committees without being approved by the board? Also, what do your bylaws say about committees?

If the rules in RONR apply (which is likely not the case), an agenda is something a body adopts for itself, at its meeting. A chair can propose one, but until it's adopted, it is not the agenda. When the agenda is up for consideration, you can move to amend it to include items on which you want to make motions. If your state's corporate law applies, the situation is likely different, and you'll need to consult an attorney familiar with your corporate code. Laws often limit the business shareholders can take up at a shareholder meeting or impose procedural hurdles to get an item on the agenda. The agenda, as an aside, is not related to who presides.

As a general rule, you move to suspend anything for a specific purpose, not just for its own sake. So with an adopted agenda in place, you might move to suspend the rules in order to take up X business item. Or you could, instead, move to amend the agenda. What is it that you're trying to do? That might be a simpler place to start.

I agree with Mr. Brown that those things can be done. I also agree with Mr. Brown that just because something can be done, doesn't mean it's the right thing to do. I wouldn't want to be part of an organization that uses its bylaws as a trap for the unway, making people committee members then disciplining them for showing up at committee meetings. In any event, it looks like an election is coming up, and the members can presumably deal with their feelings about the President's discharge of her rights and duties by voting.

I suppose. Why bother electing a Secretary then?