Atul Kapur

You say this as if it precludes the adoption of an agenda as part of a special meeting. As noted, while it may be unlikely that an agenda would be helpful, on those occasions when it would be, it may be adopted.

On the contrary, I believe the minority being protected could be as low as one member and, before the vote is conducted, we should assume it is one. J.J. has captured it well And, since the rule needs to be suspended before the vote is conducted, that minimum prevails throughout that election. My second post was intended to reinforce that point. Apologies if I was unclear.

The minority that could be protected by the rule – which in this case involves an election and, therefore, the possibility of multiple abstentions – is one. Before the ballot is held, it is the only response in which we can have confidence. because it is not dependent on the results.

but, as Josh said

Since when did "the sake of simplicity" become a factor in discussions in this forum? 😃 More seriously, there is no reason to assume that all members present would vote, or that they would cast all the votes they are eligible to cast. The safer assumption—the one that provides the most protection to a minority group—is to assume the smallest minority, that is one person, so suspension would require unanimous consent. And it's even simpler to calculate, no matter the number of members present.

I have highlighted the word "initial" because it suggests a misunderstanding. Remember that the motion made by someone other than the maker of the motion is not "that the motion be withdrawn" but “that permission to withdraw the motion be granted," such permission having been requested by the maker. If you make a motion and it is seconded and stated by the chair, then I, or anyone else, cannot make a motion to Withdraw that motion. The mover is the only one allowed to Request Permission to Withdraw the Motion (33:11, 33:13, and 33:14). If you made the motion, then I "can suggest that the maker of a motion ask permission to withdraw it" but you "can do or decline to do" as you choose. (33:16)

RONR emphasizes that the minutes record what was done, not what was said. Actions taken, such as decisions on motions, are recorded while debate, questions, and discussion are not.

I agree with @Richard Brown that it is premature to respond until we get a better idea of the Executive Director's relationship with the organization; is the ED an employee or simply an officer?

Unless the Open Meetings Act says otherwise, the public are still non-members of the body that is meeting and do not have the right to participate in the meeting and definitely not the right to interject or disturb the meeting. RONR (12th ed.) 61:19 says So, if I were the chair, I would not thank the public for the interjection but just admonish (gently at first) that the public's participation is limited to the pubic content portion. I definitely would not recognize a member of the public to speak or invite their input at all outside of the public comments section. So if a member of the public stood up and requested to speak or called out "Point of Order," I would repeat the explanation that public comment is limited to the public comment period. If a member repeatedly shouted out, interjected, or otherwise interrupted, then I would look at having that individual removed. RONR gives the chair, acting alone, the power to make this decision. Your rules and the Act may require the body that is meeting to make this decision.

You quoted your bylaws as saying The wording is not entirely clear, but I would interpret that as meaning a majority of the entire membership. Assuming 100 members and no weighted voting, that would require 51 votes to remove the president from the board. It sounds like your organization is an HOA. You should see what laws apply to your organization as they would supercede your bylaws and RONR. In referencing RONR, the common practice is to cite the section and paragraph, rather than the Chapter and Section. 44:12 says (emphasis added) "the presiding officer, if a member of the assembly, can (but is not obliged to) vote whenever his vote will affect the result—that is, he can vote either to break or to cause a tie; or, in a case where a two-thirds vote is required, he can vote either to cause or to block the attainment of the necessary two thirds." BUT 49:21(7) tells us that in small boards this rule is not in effect "If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions."

This is not a legal opinion: RONR does not have any restriction on this topic. For a legal opinion, you should consult a lawyer familiar with the relevant law in your jurisdiction.

Thx. Didn't have the book in front of me at the time.

The body could adopt special rules of order regarding recording of meetings, including a prohibition on doing so. Would a rule about the retention/destruction of such recordings also be a special rule or a standing rule? I lean to the former.

This question causes a great deal of concern about the situation in your organization. Members have a right to participate and, in order to do so, to receive notice of meetings. Therefore, all members who have the right to vote on a motion (assuming email voting is allowed) must be notified that a vote is occurring.

Despite Mr. Elsman's response, many committees do function in the nature of boards and keep minutes. For those that do, (which appears to include the OP's organization), it is important to recall that the minutes record what was done rather than what was said. So the discussion should not be included and, even more so, material that responds to the discussion should not be included. The chair is free to distribute the material (such as this "clipping") to the members prior to or at the meeting, but I don't see any benefit to including it in the minutes.

Under RONR, the reports (from boards, officers, and committees) are themselves business items, as you can see from headings (2) and (3) in the standard order of business: If your organization has adopted its own order of business, hopefully reports are one of the headings there, as well.

Yes. "The subsidiary motion to Commit or Refer is generally used to send a pending question to a relatively small group of selected persons—a committee—so that the question may be carefully investigated and put into better condition for the assembly to consider." RONR (12th ed.) 13:1

Many groups follow this process. It is inefficient, as you have described, and often allows the most forceful personalities in the room to dictate the outcome - by proposing a motion based on what they perceive the consensus to be. That "consensus" often reflects the desire of the proposer, even if it is not the will of the group, and sets the frame for the decision. Robert's indicates that parliamentary procedure evolved from that type of process to the current one: discussion is initiated by a motion. I agree with @Joshua Katz that a good way to introduce the concepts is to note the inefficiency (and, if present, the dissatisfaction with the outcome as non-reflective of the overall group).

If, as you say, there were clearly more than two-thirds who voted in favour of suspending the rules, it seems highly unlikely that you would have gotten a majority to support your appeal, which would have been the step after the chair ruled against your point of order. That's a huge leap in logic - too big to be valid.

Two different processes were confused here. Whichever process was used, it should have been completed at that time. The "nomination" and second and call for discussion suggest that this was being handled as a motion "That x be appointed to fill the vacancy." After the discussion was completed, the chair should have put the question to a vote. If it were defeated, then someone could make another motion to appoint someone else. The other method is an election. Nominations are made when an election is being held. The chair calls for nominationS, as many as people wish to make. After all nominations have been made, then the vote is taken until a winner is chosen. (Debate can occur while nominations are open. See 46:28.) Check your rules to see which method you should be using and use that. Don't mix the two up.

If you just want to have an informal discussion of the issue that is the subject of the special meeting (as stated in the call to the meeting), then one option is to move to consider the motion informally, or the subject if no motion has yet been made. This suspends the rule limiting the number of times a member can speak in debate on the main question and any amendments to it. See52:24-27

I agree it should be held asap, but in any case the adjourned meeting must be held before the next regular meeting RONR (12th ed.) 9:17

What did you think "etc" meant other than "ElecTroniC"? 😉

After reading the attached file, I don't understand why you are taking the complicated route described. The committee has already taken the hard step of recommending suspension (they have done the hard work of "belling the cat"). Unless you have your own rules that say otherwise, all that is needed is a motion to adopt the committee's recommendation, and you, as Chair, can assume that motion if no one from the committee wishes to move it (no second required as long as it wasn't a committee of one).

Nothing in RONR prohibits this, unless it is incompatible to hold both positions. An example of such incompatibility would be to hold both offices of president and vice president, because the vp's role is to replace the president if that office is vacant.