Joshua Katz

Well, at least from what you've said, I see several things wrong with this. Let's start with the easiest: if you're talking about a membership meeting, then the board is not even present as such (although its members may well be present, as members, not as a board) and is in no position to be considering anything anything. Next up, that effectively denies a member the right to make a motion and have it decided, one of the most basic rights of membership. You can't deny someone that right by custom. (More practically, it prevents any motions from being made which would be carried out in the next month.)

This business about the mover being present might well result from one of the problems I've observed before is common to many organizations: formality for its own sake. We get a lot of questions about who can make a motion, whether a motion must be made, etc. that seem to stem from the same issue. In fact, we all do it to some extent. For instance, our answers often say things like (for instance, I just said it) it is too late to raise a point of order; you'll have to make the motion again. We write that as if making a motion were somehow unduly strenuous or difficult. (In fact, in many cases, it would be more accurate for us to say that you may make the motion again; i.e. when a motion dies on the table, the take-away is not that someone must do the arduous labor of stating it again, but that it may be made without the use of any parliamentary motions, whereas if it were on the table, the same motion could not be made again before the first is finally disposed of.) In other words, your organization may attach undue significance to a motion, as do many organizations, as if it were more than the way of proposing something. My first volunteer fire department was like this, although it was also my first meeting organization and so I didn't realize it was incorrect. Most meetings, there would be no motions at all. When someone was really fired up about something, they'd make a motion, and a quiet would come over the hall - everyone hold tight, someone's making a motion! Then the officers would say something about it, but they'd never let us vote on it anyway.

So this was notice, not a motion. Was it a motion for which notice impacted the vote threshold? On second thought, I'm not sure that matters for our purposes. But you also say that the notice is debated, so it could be your organization is using a very different procedure (or different words) from what we expect. Again, removed from what? I'll join Mr. Brown in assuming it's from the agenda. Is that right? If so, do you have time for new business in your agenda? In any case, whatever it is that happened, it certainly sounds like something you'd need to object to at the time. I'm not even sure that matters, though, because even if it were something you could, in fact, object to later, the remedy would be the same as what you can already do - make the motion at the next meeting. So it sounds like the "custom" is to not allow new business, require it to be stated but then actually introduced at the next meeting, and to require that the maker of the motion be at the next meeting. Is that about right? If that's your custom, and not a rule, it will fall to the ground to the extent it violates actual rules on a point of order. For example, if you have no rules, and no adopted agenda, prohibiting new business, someone could make a motion and raise a point of order if the chair doesn't let the assembly consider it immediately. If your organization wants such a procedure, it would do well to make it a rule.

Wait, what does "removed" mean? Does it mean removed from something (and, if so, what?) or does it mean moved again?

I think you would do best to proceed through out-of-meeting politicking. If at the meeting there is some sort of forum to speak in favor of candidates, and if the theory you mention isn't something the candidate has actually said in public, I would suggest treading carefully about making the accusation. If it is a publicly-known plan, then I don't think it is a decorum issue to say why you dislike his plan. But I do think it is a decorum issue to use terms like "a puppet govt at our club, for the state guys to bully." That's suggesting motives rather than speaking to the merits. You might, if there is an opportunity to ask questions of candidates, try something like asking all the candidates "do you plan to serve your full term?" But then you'll have to live with whatever answer is given. But it's most important to note that none of this will make any difference if there isn't another candidate for VP, since an unopposed candidate will win.

I am glad I am not a member of this assembly. I like going home after meetings.

On entering executive session: so far as RONR is concerned, a body may enter an executive session by a majority vote. However, there may be relevant laws since this is a public body, which is beyond the scope of this forum. The question about changing the plan is also beyond the scope of this forum. So far as RONR is concerned, members of bodies make motions, and those (original main) motions are amendable by the body. In this case, a non-member has submitted an application, and one individual (a non-member) made the change. The answer will depend on the rules under which this body considers such applications. Your case ultimately depends on your relevant laws. If there were no relevant laws, RONR would say that some member of the body would move to grant the request, or could move to grant some portion of it (to allow the zoning change subject to the landowner's agreement to a covenant, etc.) and that the applicant would have no parliamentary say. But that is likely not the case.

Yes, but it might not be as hard to know who can exercise the rights of members, most importantly voting, unless the bylaws specifically say that your membership "expiring" takes away those rights. Many organizations issue documentation showing an expiration date, and maintain expiration dates in their records, without such a bylaw - and their members can vote after the expiration date unless the organization takes action to take away that right.

This sounds like it has more to do with your rules than with RONR. So far as RONR is concerned, once an inferior body no longer has possession of a question, the superior assembly can take it up, as a general matter.

Well, there's quite a bit wrong here. First, when minutes are being approved, they are amendable. Unless your rules say otherwise, the secretary cannot set a deadline to amend the minutes, because the assembly has the right to amend them. (In fact, that's about all the assembly can do - it's not as if they can refuse to approve the minutes. That's why the proper procedure is for the chair to ask for corrections, and once all corrections have been handled, to declare the minutes approved.) But reports do not belong in the minutes - they are filed with the minutes, but aren't part of the minutes. The minutes are a record of what happened at the meeting - i.e. what actions were taken. By definition, reports delivered after the meeting are not what happened at the meeting. Whether or not complaining about the minutes during an officer report is germane is pretty fact-specific and should be handled when it happens. Remember that the ruling of the chair can be appealed. However, it's a little silly to claim that talking about the contents of the minutes is "targeting" the fact that the secretary didn't put it there. "This should be in the minutes," even when incorrect, is not an insult. Finally, the secretary can raise a point of order like anyone else, but can't decide unilaterally that the member's comments are out of order - that's what the chair is for, and ultimately the assembly, not the secretary.

I don't know what you mean by "correction to the meeting." I'm also not sure what the president "shut down." Most likely, the president didn't have the power to do whatever he did, but definitions of these terms would help. An officer is capable of violating the rules of order during a report. For example, it would violate the rules of decorum to use the officer's report to attack people. If the officer violates rules during his report, he should be called to order.

I disagree. I think it means very little (but it's obviously supposed to mean 2/3 and should be interpreted as such). I disagree with your interpretation because it doesn't say 2/3 of a majority, it just has a noun (majority) and a modifier (2/3) which don't go together.

Well, the fact that there was no internet in 1915 didn't stop someone from putting the 1915 version onto a website (after Mr. Gore invented it, presumably). It remains the case that it is not the current version. But your organization doesn't follow the current version of RONR, or any manual. As a result, it should look to the common parliamentary law which, as Mr. Martin said above, did not define a board as a type of committee. As to the rest of what you've written, I can't tell what you are trying to say, so the best I can say to that is "do as you will."

The only reference I found to this term defined it as an absent member telling the secretary that he wishes to vote with the majority on all matters, and claimed that such a member would count towards quorum. (How, I wonder, does this person vote if there's a tie...but that's not material.) It was in a supposed write-up about RONR which was riddled with misstatements. In any case, under RONR, no such procedure is appropriate at all, since absentee voting of any kind is prohibited unless authorized in your bylaws. If your bylaws do authorize absentee voting, the details of how it works will depend on what your bylaws say about it. For such a procedure to count towards quorum, your bylaws would need to explicitly say that. So far as RONR is concerned, none of it is permissible (unless your rules say otherwise).

Well, things get a little tricky because it is a corporation, the board might not be answerable to the assembly, etc. And, as mentioned just above me, we can't tell you anything about law, just parliamentary procedure. Given that RONR is not the parliamentary authority, is there another parliamentary authority given, or is none adopted? Has it been the custom of this organization to look to RONR? That aside, as a general matter, I don't think legal definitions are the place to look for this particular question. It is a parliamentary question, and my opinion (which is only that) is that such a question should be answered based on parliamentary sources. I'm not aware of parliamentary sources which unambiguously say that "committees" includes the board, and I am aware of such sources saying it does not. At best, as I said, it's ambiguous and a matter of bylaw interpretation. For the record, Black's is not definitive in parliamentary matters. It also isn't particularly definitive in legal matters. Yes, the Supreme Court has looked to it at times, but it has also looked at various editions of Oxford, Webster's, and so on - even Webster's Third *shudder*. Even Scalia, who might be presumed to be the biggest fan of dictionaries in a long time, and in particular a fan of Black's given his collaboration with Bryan Garner, relied on other dictionaries much more often. That said, I do not believe that Black's meant to suggest anything by the word "committee" other than "a group of people." In addition to not being definitive in parliamentary matters, it also isn't written with an eye toward parliamentary matters. So, agreeing with the posters who say that legal questions should be directed to an attorney, I'd only add that a definition in Black's is far from a law. Remember that, when considering any legal matter, you'll need to talk to a lawyer in the corporation's place of incorporation, since this is a question of internal governance. (But that is not legal advice.) I'm not sure I see what the method of election has to do with it. Whether the SHs elect the board by cumulative or plurality voting (or anything else), why would that impact whether "ex-officio on all committees" means the board? To your point, whether it uses cumulative or plurality voting, it still says the board consists of 2 directors (again, from what I've seen, there can well be other relevant parts of the bylaws). Or, to put it another way, if the bylaws didn't want an extra director, they would say there are 2 directors - which is what they say. I can, of course, be missing something. (Although, and maybe this is your point, it is strange to elect two people by cumulative voting, but if that's what the bylaws call for, then so be it. It is also exceedingly strange to refer to a majority of a 2 person board, which is, of course, the entirety of the board. But again, if that's what they say, that's what they say.)

2 is more than 0, so yes.

If it's what your bylaws say, then it is proper for your organization. The RONR standard is a majority, which would be 6 in a board of 10. But if your bylaws say the quorum is 50%, which is 5 (assuming all 10 are "seated" which is hopefully defined somewhere in your bylaws), then that's what it is.

I repeat my question - why does the board just listen and do as they're told? Just make your motion. Someone will say it's out of order. Appeal the ruling of the chair. But before you do any of that, talk to your fellow board members about it so you have people on your side. I have no idea where they get off thinking they can give you an agenda (as opposed to proposed agenda), not let you make motions at your own meeting - and I have no idea why your board apparently goes along with it.

Well, it seems that not only do the bylaws permit the board to take action without a meeting, they require it. I don't think anything here, though, lets the EC dictate procedures for board "meetings." Nor do I think anything here permits the EC to not allow board members to make motions at their own meetings.

I'd say the definition creates an ambiguity, but your bylaws make it pretty clear that they do not include the board (but, rather, only "ordinary committees") because the board is specifically defined to include only 2 people. EDIT: I apologize for not checking this definition to see that it is out of date.

Yes, by virtue of his office, the president is a member of all committees (since your bylaws say that), but not the board since the board is not a committee and (so far as we know at least) the bylaws do not say the president is a member of the board. The question isn't what ex-officio means, but what the bylaws say happens by virtue of office. It's possible I'm off point, though, so can I ask in what way the definition of ex-officio seems to make this confusing?

Do you have any regular meetings, as in non-electronic? None of this is acceptable, assuming as usual that the EC made these rules. For instance, each person has the right to speak twice, the EC is not present as such and certainly does not have the right to speak after every other speaker. The 2/4 minute time limit would similarly need to be adopted by the board, not imposed by the EC. Speak to other directors about why this is unacceptable (i.e. do some politics), then press 4 during this "call procedure" talk and raise a point of order, to many things: the so-called meeting procedures, the so-called restriction on making motions (AT YOUR OWN MEETING!), this so-called agenda which has not been adopted by the body meeting, etc. But first - do your bylaws allow for these electronic meetings at all?

Suppose a motion is pending and a board member has a question or a point of order. How do they obtain the floor to do this? Similarly, how does debate work? Also, where do these rules for the conduct of your meetings come from? Why do I suspect they were made up by your EC?

Wait, what do you mean by "elected via" the nominating committee? That's partially a technological question, I suppose. What do your rules say about the conduct of these electronic meetings? In any case, if a different body than the one meeting is claiming the power to stop you from making motions, raise a point of order. What do you mean "not given the power" exactly? Again, it's your meeting. How exactly are they stopping you from making motions to amend the agenda, etc.?

As I said, unless you have some rules (which, from what we've been told, it seems you do not) the EC is simply engaged in a power grab. What I fail to understand (not just in this instance, but in many) is why the rest of you are going along with it. Just stop listening, make your motions, and appeal the chair's ruling if necessary. Rights only exist if you don't let people take them away. By the way, how is the EC constituted? Does the board select EC members?