Joshua Katz

I agree with my colleagues, but would note your organization can adopt a document retention policy at variance with RONR if it wishes.

To the extent it makes sense for your organization to use agendas at all, the president typically prepares a proposed agenda. But nothing is an agenda until it is adopted by the assembly at the meeting. A proposal is just that, a proposal, and anyone else may offer a competing proposal if desired. In other words, this is a task, not a power.

The order in the bylaws is up to the organization. I would list them in the bylaws in the order you'd like them to report at meetings.

I agree with Mr. Elsman's advice to check with an attorney.

Given the new information that the bylaws demonstate an eagerness, in certain cases, to give a different vote threshold, I think the case is very strong that, indeed, all other circumstances are covered by the rule of a majority vote as given in the bylaws, and RONR has nothing to say on voting thresholds.

That person is elected to complete the term of the person whose departure created the vacancy, however long or short that may be.

Yes. I would recommend reading in full the introduction, which contains this and other ideas relevant to democratic decision-making.

Are you asking about a circumstance where the federation wishes for associations not to use any form of absentee balloting? In that case, yes, my opinion is it must say so in the bylaws, while Mr. Novosielski disagrees. However, if the federation and association bylaws are both silent, then no form of absentee balloting is permitted.

Yes. And any member may participate in approving the minutes even if they were absent at the meeting the minutes memorialize. The answer would be the same regardless of what decisions were made. Of course, if they haven't been approved, they are draft minutes, and should be labeled as such, as with a watermark.

Yes and yes. The body controls its deliberations, not the president. If it doesn't want to meet any longer, it can adjourn.

Without looking at the language of the current requirement, I can't answer 2. However, why not postpone consideratin of these items when they come up until after consideration of the bylaw proposal? Then, if it passes, you can consider them without reading them out.

I think the question is whether a replacement can be chosen while a resigning director is still in office. If so, the answer is yes. If he resigns effective a certain date, you can accept the resignation and then choose a replacement. Or he may resign effective when a replacement has been chosen. Obviously, if he resigns effective immediately, you will not be able to choose a replacement while he's in office.

Well I don't know why she didn't ask for discussion, but it's too late to object to that now. On whethr the chairperson may vote, the rule in RONR is that, in a small board or committee, the chair if a member may vote along with everyone else. But perhaps this is not a board or committee, or if it is, it sounds like you haven't been following the small board rules. In any case, even in an ordinary assembly, the chair, if a member, may vote when it would change the outcome. Here, it would change the outcome. So the only question is whether the chairperson is a member of the body that is meeting. It seems very likely to me that she is. Is there any reason to think not? That she didn't vote in the past doesn't matter, as perhaps she didn't see the need to.

This will require interpretation of your bylaws on electronic voting, and any applicable lower-ranking rules. However, as a general matter, I can say this - this sort of formality doesn't result in a vote being invalidated if everyone knew what they were voting on. At a real meeting, that means the chair putting the question for a vote, i.e. saying "the question is on X" followed by a vote. Even if no one moved X or seconded X, some action was taken. So I would think, if your bylaws and procedure for email voting are not helpful, that the result stands. In fact, it's less of an issue here than it would be at a real meeting, where debate would be impacted.

Well, that wouldn't matter for this question, since they still hold those positions (I think). Either way, if those positions require or grant board membership, they are board members if they hold them. I don't claim these questions are hard, just that saying yes or no here cannot be done with what we know.

I agree, but there's also the matter of the P and VP also holding other positions, which may also be board positions, and of the fact that, apparently, the bylaws do not give the board membership, in which case there is no board. Too many variables here at the moment without more clarification.

First, it should be noted that people can be *included*, rather than excluded. By default, an executive session includes only the members of the body meeting, and they may not be excluded. The body may, by motion, invite others. It is common, for instance, for a board to invite the ED. It should also be noted that only the body can decide to enter into executive session in the first place. The president can schedule what he wants, but the body will need to agree to it. The usual practice is for the motion to enter into executive session to include the invitations: I move that the board enter executive session, with the ED, IPP, and accountant permitted to attend.

Well, I've shifted to wondering if there is a board at all.

The only reasonable interpretation of this, in my opinion, is that a member *of the body meeting* who is in attendance at that meeting may participate and vote. Additionally, "senior center meeting" does not strike me as including board meetings. I don't know why they felt the need to include this most fundamental principle in the bylaws, but there it is. Interpretating it as sub silentio eliminating the board seems not just wrong, but entirely unreasonable.

I don't understand. We're told that certain information is provided to the officers, of which the secretary is one, but then you ask if the secretary is abusing his rights in asking for that information. From what we're told, I don't see why he would be, so perhaps some more information could help.

And then what? Are they elected president, or "board member"?

Again, this is not certain to be the case. They'd have to get on the board by whatever means exist, which usually means being elected by the membership, not the board. Well, that's the crux of the question, and we can't answer it for you. Do your bylaws contain the word "board"? This is also unclear, but likely no. How do your officers get selected? Do they first get onto the board, and then the board selects officers from among its members, or do they first get elected to, say, President, and as a result get to be on the board?

It must say something. If, in fact, the bylaws never mention the board, then there is no board. If, on the other hand, the bylaws define a board, they must say who is on it. A person is either a member of the board, or not. Usually, officers are ex officio members of the board. Not always, but usually. I believe we all assumed, from the initial question, that these individuals were members of the board as a result of their officer positions. But now we're learning of other positions they hold, and so we need to know if those other positions also convey board membership.

That's not a question about RONR; it's one about your board. What do your bylaws say about the composition of the board?

So it sounds like they don't just want to hold these positions, but in fact do. Do those positions make one ex officio a member of the board? Voting for what? Whose open meeting - the board or the membership?