Joshua Katz

That makes sense. I was going to send you a message explaining how to find them. I think what you need to do is click on a message, then click on "options" in the upper right corner. You can delete a conversation that way. If you don't, it is saved.

Wait, why? I understood the rest because they take place outside of meetings, but so does this.

Thanks. It still appears to me that you have no officers.

Read them? When you see the list, click on the subject of one you'd like to read. Edited to add: I tried to send you a message, but it says you cannot receive messages.

Are you sure this is copied correctly? Anyway, as far as I can see, you have no officers, since your bylaws contain no language regarding "until their successors are elected," and you (apparently) adjourned without setting an adjourned meeting. It is interesting that you never had a motion to adjourn, just to recess, but I think it's clear the meeting is over. In the future, set an adjourned meeting in such a circumstance. As to your budget, that is also interesting. Do you have any provisions allowing someone to expend unbudgeted funds? If not, you (who?) can always try to get ratification later, and argue in support of the motion that "you bums should have been at the darn meeting."

I do not know what is meant by "extraordinary majority." However, if there were 16 present, then, assuming this means a majority of those present (and assuming the city manager is included in that 16), a majority is 9, not 10, as Mr. Gerber mentioned above. That said, a person who is there, but not voting, is certainly present. That's the point of something requiring a majority of those present (or, I assume that's the point).

It sounds like what you're talking about is board procedures. Boards can adopt such rules for themselves. If the board wanted to make rules for the society, that power would have to be in the bylaws. Certainly, though, there's no need to clutter the bylaws with such standing rule as policies on writing checks.

Exactly. You have to think about why the point of order must be raised at a meeting: because that's where we can decide if, in fact, it conflicts or not. Otherwise, how do we know it conflicts? Just your word? But your decision is not final; that of the assembly is. So until that happens, nothing makes it void. There may well be an argument that it does not conflict with the bylaw. As General Robert reminded us, we are not laws unto ourselves - Where there is no law, but every man does what is right in his own eyes, there is the least of real liberty.

I see Mr. Brown speaks my language and can translate.

WHat do the bylaws say about term of office? Also, what happened at the meeting? Presumably, you came to order, noted the lack of quorum - then what? Did you adjourn, or did you first set the time to which to adjourn?

Yes, I started going grey very young.

Unless, of course, the bylaws give the Secretary the authority to declare something. A Secretary Pro Tem, though, would then not have such authority, creating a pickle if the Secretary is absent at the meeting.

Because my brain doesn't work well in the morning.

Given the bylaw language, it does require a disciplinary process to remove him from office. I would argue (personally) that the bylaws only say that the nominating committee is supposed to tell people things, and don't actually establish that missing meetings will result in resignation, either voluntarily or by a decision of the Board. But interpreting that bylaw is for your organization, not for me. (It also looks really hard to apply. What is 'repeated?' Is the board being given the power, or not? Why would a bylaw need to say that a person who misses repeated meetings can resign?)

Sorry I was unclear. I meant the language from the bylaws establishing the term of office.

What is the term of office in the bylaws?

1. People can give papers to each other outside of meetings, as far as RONR is concerned, without restriction. The chair should recognize whoever seeks recognition first. 2. It doesn't sound, from your description, like you had an agenda. Yes, I recognize there was a piece of paper called an agenda, but from what you've said, it doesn't seem to have contained any items of business, nor did you mention it being adopted as an agenda. Short of being adopted, it remains a piece of paper. Therefore, the meeting should follow the order of business in RONR, which it doesn't sound like was done, but that is not a continuing breach. 3. I'm not exactly sure what you mean to say here, but you've described this as a board meeting. It would be improper for non-members of the board to vote at a board meeting. 4. That depends - where did the original decision came from? If it came from the board, then the board is free to amend it - assuming that, since the board did it in the first place, the board has that authority, it also has the authority to change it. If it came from the general membership, then the board doesn't, unless you have special rules to that effect, have the power to change it. Where did this 'Agreement' come from? 5. I doubt I'm looking at the actual language, but from your description it seems to be a motion to amend, not a 'one-step' motion to rescind and amend. In fact, I have no idea what a 'one-step' motion to rescind and amend would look like, since by definition, a rescinded motion is no longer in effect and it makes no sense to amend it. 6. It seems strange to ask us what people at a meeting intended. I don't see where you're getting this quorum issue from - you've said it was a board meeting, and all board members were present. If the motion was originally adopted by the membership, the board action can be ignored and a point of order raised at the next board meeting, or membership meeting, at which point the issue can be fought out. If it was made at a board meeting, I don't see anything out of place, unless I'm missing something.

There is an interpretation of the statement that is entirely correct - i.e. nothing in RONR requires me to answer your questions.

Wouldn't it also be unsuspendable if not in the bylaws, since it would be a standing rule whose application is outside of a meeting?

See page 527-29. The presentation of a minority report is not a matter of right, but a matter of privilege, whereas any member of the committee may speak to the matter as a member of the assembly (presuming they are members of the assembly) without reference to what went on in the proceedings. A formal minority report need not be received by the assembly, unless your rules say otherwise. Carver's has an interesting take on this question when it comes to boards - he allows for board members to publicly disagree with decisions, but only if they first state (assuming it's true) that the decision was fairly reached and they were given a say during the decision process.

Unless there's a law or rule saying otherwise, in my opinion, they should be in people's heads and nowhere else.

This sounds like a mess. In my opinion, since they serve until a successor assumes the duties of office (the recommended language in RONR is until their successors are elected, and I think it is preferable), they are still in office until new officers take office. On the other hand, a point of order could be raised regarding their disqualification for office. Stay tuned for more decisive answers.

To the argument as to how to count "I don't care" - I have no idea. Since you're outside of parliamentary procedure anyway, there might be a simple way to determine it, though - ask them. It won't fix anything, but it could put that argument to rest. It won't fix anything because, no matter what they say, we don't actually know how they'd vote at a meeting, since debate sometimes changes people's minds.

You asked about the rule that "debate" is out of order without a motion. I assumed you meant this as a reason reports are out of order without a quorum - there's no pending motion and yet people are saying things. But this is also the case when there is a quorum, so I don't see how it differentiates between an inquorate meeting and one with a quorum.

They can call board members and yell at them.