Chris Harrison

I was using the term "minutes" for both before and after its approval. I'll try to be more precise in the future. 1) My point was if there is no notation in the draft minutes then when they are for approval a member might point out that this information shouldn't be in there. If there is a notation then that would indicate that the Secretary didn't just include it because he or she wanted to but was ordered to do so. 2) If the assembly had ordered this information put in the draft minutes then it would seem to me that in order to strike it before approval the assembly would have to amend something they had previously decided (Adopted) and thus the higher voting threshold would apply.

If the assembly orders information added to the minutes which are not normally included (for example the answer to a question that the members want memorialized) should a notation be included specifying the ordering? If when the minutes are up for approval a member wants the ordered information removed can that be done by majority vote or would a 2/3 vote or MEM be required (I'm assuming previous notice wasn't given)?

I can understand why you all might want those concerns in the minutes but the minutes are there to reflect what was done at the meeting not what was said/asked. However, as was mentioned above the owners can adopt a motion ordering that information be included in the minutes. Another option if the owners want some action taken regarding the concerns a motion can be made proposing whatever action the owner(s) deem appropriate. That motion (as finally put before the assembly) would be included in the minutes.

Whoever is the normal presiding officer of the body which is meeting presides over the election.

Are you a member of the Board? If you are a Board member then you have a right to attend the meetings. If you are not a Board member then you only can attend if the Board wants you there. See RONR pp. 95-96. Of course, if the organization has any applicable rules saying otherwise they would govern.

When I was in school and they published the menu of what was going to be for lunch each day for that week it didn't also include what we had already ate the past week. Is there a reason your organization isn't doing the (parliamentary) same thing?

That depends on several factors including what exactly happened that led to the President appointing the Committee (was it at the behest of the Board or General Membership?) and what authority the bylaws grant the President for appointing committees.

Also, if the members were so inclined they could call the police on the people who have stolen the Club's funds.

The members of the body for which the minutes were created are the ones to approve them.

Not only do the bylaws control when RONR is silent or conflicts but RONR actually supports the bylaws. See RONR p. 458 ll. 7-13 and 575 ll. 9-14.

Just to verify...when you say the "regular board meeting would occur six days later" do you mean six days from whenever the Chair sent word through the Vice Chair or six days past the date of the scheduled Special Meeting?

A member (at a meeting) should raise a Point of Order that members are not having their votes counted due to a mistake not of their own making. The Chair would rule and that ruling can be Appealed. Is this something that has already occurred (the ballots have been sent out and received and you all are having to deal with the fallout now) or is it currently ongoing? If it is happening now is there time to either send out new ballots with the correct date or send some sort of notification to the members letting them know of the correct return date?

Can you give us the EXACT language in the Group's Guidelines defining the term of office for the Chair? The Secretary would call the meeting to order and preside over the election of a Chair pro tem (RONR pp. 452-453). Elect a new Chair. Unless the Guidelines specify the Chair has a part in calling a Special Meeting just do what the Guidelines require for calling one. Hold that meeting no matter what the Chair says and if he shows up...good...and if he doesn't show up...then elect the Chair pro tem and do what you need to do. Also, you might want to consider contacting the larger organization to let them know what is going on. Maybe they can advise you how to best proceed or they have some form of leverage to pry him out of the office he no longer holds with as little chaos as possible.

This isn't exactly RONR but your situation as it is right now seems pretty untenable. You all might want to see if it is possible to get some Board members who actually want to do their jobs (a President who refuses to preside is unacceptable in my opinion), or check any applicable laws (and your bylaws) to determine if it is possible to do away with the Board entirely and let the Association conduct their own business.

With the exception of the minutes noting the presence of the presiding officer and Secretary (or who their pro-tems are if the regular officers are absent) RONR doesn't require the minutes reflect who is there and who is not.

Do your bylaws specifically authorize voting via email?

Agreeing with my colleagues I would strongly suggest if there is any doubt as to whether these amendments may cause a problem with the folks higher up that you contact the State and/or Federal organization to run it by them. Better ask now and adjust the amendment to address any concerns they have than possibly have them send it back later because what you all believed to not be problematic turns out to be a problem.

Do your bylaws specifically provide for holding meetings via conference call? If not, then the whole meeting is null and void (RONR pp. 423-424 and p. 251[d]). If conference call meetings are permitted then you will need to look to those rules (in your bylaws as well as any Standing or Special Rules your organization may have) for details on what is permissible.

Should the minutes be reflecting the account balance in the first place? If not, I would suggest the correction be to remove the balance altogether.

Not completely correct. It is a majority of the ENTIRE membership (without previous notice) or a 2/3 vote if notice was given. See RONR p. 17 ll. 28-31.

Thanks! If it were a snake it would have jumped out and bit me.

I agree. For the last 10 minutes I have been searching (with utter futility) through my copy of RONR for language stating that a motion goes into effect immediately upon adoption unless there is a proviso imposing a later time. Anyone have a citation for that? Ah...for the want of a CD ROM of the 11th Edition.

You should also check out those bylaws for 1) any provisions for removing the President from office and 2) the duties of the Vice President because maybe they allow the VP to take over if the President is unable or unwilling to perform the duties of office.

RONR imposes no such requirements. However, the organization's bylaws or applicable law may so you should check them.

Also, this is a shot in the dark but do your bylaws specifically state the Treasurer (or some other officer) is the custodian of the Treasurer Reports? If not, then I think it could be (semi) reasonably argued that per RONR p. 458 ll. 24-26 and p. 459 ll. 4-5 the Secretary would then be the custodian of those reports and must make them available to any member upon request. Even if the Treasurer is the custodian of those reports I would probably argue that absent some compelling reason why those reports shouldn't be made available to any member the default position should be the members have a right to make sure the money coming in is going out to the proper places (the Board isn't using it to go lie on some beach in Barbados sipping Rum Punches ).