Joshua Katz

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?

At a meeting of the board, the EC (unless your rules say otherwise), isn't even present as such. It sounds, at least from what I've seen, like your EC just decided to exert power over the board, and the board just went along with it. Don't do that.

It says you are not required to vote, but doesn't suggest that voting would be improper. If I recall correctly, I think it suggests that voting is fine and proper. You're free not to vote if you wish, though (at least as far as RONR is concerned).

No, that's ridiculous. (If you've adopted rules to that effect, though, you should follow them.) If you have not adopted such rules, throwing away votes is a gross violation of, well, many things. Not only does one person's error disenfranchise everyone else, but a person can deliberately disenfranchise everyone else if he knows he is in the minority in his workplace.

Well, that seems silly (although if the board has the power to decide what resources go to the newsletter, it probably doesn't need a good reason, at least as far as parliamentary procedure is concerned). It seems silly because all it means is that the members decided not to create such a bylaw. It takes more than a majority to amend a bylaw, so it doesn't even follow that a majority doesn't want to add "independent" to the bylaw, let alone anything else.

I recall there being some back-and-forth on possibly related topics here, but my opinion is that failing to act is not an action, and no inferences can be drawn. (Among other reasons, I say that because ordinary main motions can fail on a tie vote, and if that meant the assembly had taken action, we'd have action by fewer than a majority.) However, like GWCTD, I wonder why this needs to be determined. It's possible I'll have a different opinion if you tell us what exactly you're trying to do.

There's nothing in RONR saying the member would need to resign even if elected. Any prohibition on holding more than one position would need to come from your rules. Do your bylaws specifically say that the VP does not become the President? If RONR is your parliamentary authority, and your bylaws do not so provide, the VP would become the President and you would not hold an election.

Organizations may pass standing rules, which it sounds like was done here. Whether or not it violates the bylaws is a matter of bylaw interpretation, for which one would have to look, at least, at the duties of officers as enumerated in the bylaws. However, the way to make that point is to raise a point of order at a meeting that the standing rule violates the bylaws, not to simply ignore it. (Of course, ignoring it is an option, and then you can raise a point of order when an effort is made to enforce it, it's just not a very good idea.)

Nonmembers of any particular body do not have the right to speak or vote in meetings of that body. Members of any body (by definition) have such rights. People who are members of a committee, but not of an assembly to which the committee reports, have the right to fully participate in meetings of the committee, but not in meetings of the assembly.