Joshua Katz

I agree, but I think it's a somewhat odd consequence that, if a majority can be mustered to paint it green prior to the painting being done, but not a majority of the membership or a 2/3 vote, they cannot prevent the red-painting, but can then paint over it. That majority can still control the color, they just have to waste red paint first.

You state that the caucus is conducted according to RONR, but the procedure you describe varies quite a bit, leading me to believe you have some customized rules for these matters. In RONR, for example, the number needed to reach a majority would not be recorded, since election would require a majority of those present and voting. Similarly, in RONR, late arriving delegates are added to an adopted delegate roll by the motion to amend something previously adopted, whereas in the procedures you describe they are simply ignored. (A somewhat minor point is that in RONR it would be improper to recess overnight.) So I suspect we will not be of much help here, and the answer will depend on your rules, not Roberts.

I certainly agree with that. I remain at a loss (and will until you can elaborate, I'm sure) why a provision for a monthly social gathering probably should be in the bylaws. Can, sure - should is where I'm lost. Now, if the idea is to maintain the possibility of conducting business, I can see that. I can also see a lot of problems with it. "Oh, there's no need to go, it's a social thing and I'd rather catch up on work - wait, you did what?"

If the bylaws do not authorize the existence of interim positions, your board cannot create them. There might be other ways around filling the vacancy, but it would be better to just fill it - with a qualified person. The board cannot arbitrarily fill the vacancy but decide the person placed there can be unqualified and not be given the rights and privileges of the position.

No, you'd be in violation of your bylaw requirement to hold a meeting. See, for instance, the discussion about a lack of quorum when the bylaws mandate a meeting (noting calling meeting to order satisfies bylaw requirement). The basic issue here is that "social events" simply aren't meetings, and also don't belong in the bylaws. If your organization wants to hold one meeting and one get-together per month, it should do so by amending the bylaws. It cannot achieve this effect through a standing rule. I still have no idea what's going on with the executive committee, though. Note: It should not amend the bylaws to change the second meeting to a social event. It should just strike the second meeting. It can adopt a standing rule about holding a social event, or just, well, have one - depending on the need for expenditures for the event, etc.

This is a question only your organization can answer, guided by the principles of bylaw interpretation in RONR. Since "from the membership" doesn't clearly mean "present and voting" or "entire membership," your organization needs to decide what it means. In my personal opinion, I would read it as present and voting, despite the fact that this makes "from the membership" superflous.

Are you sure you aren't disagreeing with me?

I'm missing something here. First, I wouldn't attach any significance to the "business," since "meeting" is well-defined in RONR (assuming RONR is your parliamentary authority) although the opposite argument can be made (and the final decision must be made by your organization). But, in any case, how will that help? Suppose you hold a (paradoxical) non-business meeting - how will that cause the EC to hold a meeting?

The response to such proclamations is "oh, you have the authority? How and where was it granted?" "Oh, they're subordinate to you and asking you to follow the rules we have all agreed upon is insubordination? What is the source for that?" Make them show you their work, not the other way around.

It is also insulting to the assembly, and a gross violation of the rules. Even if the chair were doing things that are clearly wrong (answering questions is not clearly wrong, and getting into a prolonged back and forth under the guise of points of information is a tougher area, but not clearly wrong), the VP can't just jump up and take over, nor does the chair of the bylaws committee have anything to do with the conduct of business at meetings, unless he happens to be presenting a motion, in which case he's presenting a motion, not providing feedback on ways to illegitimately take over the chair.

Agreeing with the above, there may well be applicable laws here regarding the number of votes needed to approve a permit and the form of the motion.

Or made known only to the Russian government...

I don't understand. What happened next? The ballots were turned in and... At some point, you're going to have to have people assume office. How will they know they were elected? In any case, I am without book, but see the description of the teller's report.

Then the election must be by ballot. The reasons for objecting wouldn't matter (but for the ballot requirement) since the way to object to the election of a sole nominee is to come up with someone else (in my experience, usually someone who made the mistake of missing the meeting).

I agree with the above suggestions, but just want to add that, as Guest . . . Dinner says, the best idea is to not lose control. That means a lot goes back to the chair's presiding (or lack thereof, at times). The best solution is not rules, but common sense, and a firm but fair demeanor. Over-reliance on the gavel, for instance, is an indication that the chair has already lost control.

Well, it's not proper to wait a year to approve minutes, but if that ship has already sailed, no, it would not be proper not to approve the minutes for this reason. In fact, it is never proper to simply not approve the minutes, nor is it proper to hold a vote on the question. Rather, the chair should ask for corrections to the minutes, and if there are none, declare the minutes approved. On the quorum question - if there was an issue of quorum, it should have been raised as a point of order at the time. Actions taken (which, a year later, are likely to be mostly, or entirely, fully executed) can only be challenged by the presentation of clear and convincing evidence of an absence of quorum, and a failure to make an announcement is not that. In any case, that has nothing to do with the minutes.

There are two sorts of meetings, board meetings and membership meetings. At board meetings, only the board can participate (and has the right to be present). At membership meetings, the board as such is not present at all, and its members, if they are also members of the organization, have exactly the same rights as everyone else. As far as the point of a board - it is whatever the bylaws say it is. Usually, the point of a board is to govern the organization and to be subservient to the will of the members, not to direct the will of the members. Regardless, the board has those powers, and only those powers, given to it in the bylaws. It exercises those powers by adopting motions at its meetings, not membership meetings. In the absence of a quorum, there is no procedure for submitting a motion for membership vote, unless your bylaws contain one. The procedure to follow is to set an adjourned meeting, then publicize it well, and offer beer and pizza so as to boost attendance.

If there is no quorum at your meeting, the only things in order are: adjourn, recess, take action to obtain a quorum, and set the time to which to adjourn. You cannot adopt original main motions without a quorum. The solution is to have a quorum - if you can't get one, set an adjourned meeting.

If the annual meeting is a membership meeting, your board generally has no role in it. When the meeting is called to order, the chair should note the presence or absence of a quorum. If not, raise a point of order. If the chair refuses to acknowledge a quorum, suspend the rules and replace the chair. Similarly, replace the chair if, after a point of order nad appeal, the chair doesn't recognize members to make motions. That's the point of a meeting.

Notice need not indicate that "voting may occur," since that's the point of a meeting. A special meeting is not a presentation; it's a meeting called to consider a specific set of topics, in accordance with your rules for calling such meetings. A special meeting is also not an "information session." Your convention that members adopt and amend the meeting agenda at special meetings no differently than at regular meetings is in error. At special meetings, only items in the call to meeting may be acted upon. It sounds to me like this was a special meeting, and the court was correct that you may not add to the agenda (you may, though, subtract from it). They did not, it seems, raise their objection correctly, though.

So many issues, so little time. Let's try them one at a time. 1. Whether or not the assembly (which I assume is a membership meeting) was restricted in what it can do will depend on whether this was a special meeting and, if so, what the notice said. 2. Regardless, the correct response to an out of order motion is a point of order, not leaving. 3. The board, as such, has no role at membership meetings, and it might be helpful to make this clear by not giving them places at the front of the assembly. Anyway, board members, if also members of the organization, may raise points of order, but the board can do nothing as such. 4. Board members are perfectly permitted to leave the hall during an item of business. 5. RONR contains no "confidence vote." Such a thing would have to be governed by your own rules. 6. There is no reason in RONR to think that a membership meeting must stop if board members leave the room. It's not the board's meeting, it's the members' meeting. (Unless, of course, they are numerous enough to deny quorum by leaving.)

The question seems, to me anyway, to ask if the director can just decide to serve a second term without being reelected. In that case, the answer is no.

This is what I thought, which is why I am trying to make sense of the comments about points of order and unanimous consent.

Agreed, but what action are we seeking unanimous consent for? Why is any action required for the chair to resume their position after voluntarily stepping away, if they are returning after the matter on which they made a motion or spoke has been disposed of?

What do your bylaws say about filling vacancies? What do you mean by "by agreeing"? Was there some action taken by the board?