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Atul Kapur

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Everything posted by Atul Kapur

  1. I would think that the record of the election's completion (whether at the same meeting or the next) in the minutes would suffice.
  2. Why does it have to be in writing? The referenced portion of RONR states "To notify officers, committee members, and delegates of their election or appointment," I don't read in there that it has to be written. In fact, Mr. Mervosh's quotation states that the absent member can be notified and decline in time for the election to be completed at the same meeting. This strongly implies that it does not have to be in writing, if it is all done quickly enough that the election can be completed at the same meeting.
  3. Are non-members entitled to the titles?
  4. If you are in a situation where the entire membership of a body is changing, then I suggest that the final meeting of the "old" group appoint a minutes approval committee. They can approve the minutes and report to the first meeting of the "new" group that the minutes were approved.
  5. Generally, they shouldn't. This is different if you are using the rules for small boards. Small is defined as less than about a dozen people. And, even without the small board rules, the presiding officer can assume some procedural motions that are necessary to proceed with business.
  6. If you need more of an answer, see §51. REPORTS OF BOARDS AND COMMITTEES starting on p. 503. It explains that, "When a board or committee report has been received and the chair has stated the question on the adoption of the motion, resolution(s), recommendation(s), or report ... the matter is treated as any other main question ..." (RONR 11th ed., p. 509, lines 2-8). As Mr. Martin stated earlier, with any main question It would also be helpful to review §50. COMMITTEES which notes that, "Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power) than a board is usually understood to have" (p. 490, lines 8-11). And, p. 486, lines 2-4 says that committees of the board, "are genuinely subordinate to the board and must ordinarily report back to it for authority to act."
  7. It was not clear from your original post whether this was being done as a custom or whether there were actually any written rules to back this up. As I said, if you are depending on these rules, then you will have to look to them for advice rather than RONR. We, or at least I, can't comment knowledgeably on just a paraphrase of your rules. Which takes me back to the second option I offered you: go back to the board and get what you need from them. Mr. Martin gave you that citation earlier in this thread. A committee recommendation is just a motion at the board, like any other motion that comes before the board.
  8. There is nothing in RONR that supports these statements. If your organization has some special rules to support this, then you'll need to look to them for advice. Under RONR, the board is the parent body and is free to reject the committee's recommendation without giving any reasons, just like my parents would reject my strong recommendation that I be allowed to stay out until 3 am: "Because we said so." If you were a special committee, then your committee has ceased to exist once it made its final recommendation to the board. If you are a standing committee, you are free to follow the secretary's advice if you wish and believe it would be useful. Or, you could ask the board for instructions. Or, you could follow the lead of your passive-aggressive committee members. I'd recommend options one or two.
  9. Mr. Mervosh has confirmed his answer, after seeing the extra information you provided. I concur with his answer.
  10. I don't have a big problem with the pro tem secretary who took the notes at meeting 1 reading the draft minutes of meeting 1 at the next meeting. As for the signature, the RONR citation I gave earlier states that the secretary signs them when they are submitted. Your bylaws say differently, but the disagreement you are having on this suggests some are operating as if RONR applies. If the draft minutes are distributed ahead of the meeting, the actual reading of the minutes can be skipped. The approval of the minutes still has to happen at the meeting.
  11. It a not clear to me that the above quotation applies to this situation. The quote is about the situation where the parent assembly is considering the committee's report. I'm not certain that the "public meetings" Guest Gary is attending are analogous to the parent assembly of his committee or whether they are external bodies. That doesn't necessarily change the answer, but it might.
  12. Can't help but comment that RONR says a member is allowed to speak twice per subject up to 10 minutes each, per day (as quoted above). Nowhere does it say that a member should do that.
  13. Mr. Katz had commented on the rules of executive session. That does not mean it was in executive session.
  14. Consider moving it as a Substitute of the bylaws article on Officers. Substitute enough of the article to cover the three positions. That is, if the three positions are Sections 4, 6, and 9 of the article, then move a substitute of Sections 4-9. The other changes, from "Financial Secretary" to one of the two remaining officers, can likely be considered to be conforming amendments (RONR 11th ed., pages 273-4).
  15. I don't see anything in the OP to say that this was in executive session. There is a difference between executive meetings (a meeting of the executive committee or executive board) and an executive session, where the proceedings are secret.
  16. Piling on to the other comments. You say that, "The Secretary stated that a motion did not pass". Was it actually the Secretary who made that declaration or was it the Chair who said it and the minutes just record that declaration? As has been stated earlier, the minutes record what happened, whether what happened was correct or incorrect. So if the minutes are inaccurate, then they should be corrected. However, if the minutes accurately record that the first motion was incorrectly ruled to have failed and the second motion was adopted, then your problem is not with the minutes. If that is the case, then follow Mr. Lages' advice.
  17. For example, the assembly could Censure the board (or one or some or all of the members) for taking the action that was outside their authority ("ultra vires" if you want to sound superior or supercilious). You could follow the procedures in Chapter XX if you wish to take stronger disciplinary measures. Depending on the wording in your bylaws regarding terms of office, you could remove one / some / all of the members from their offices. See RONR 11th ed., p. 574, lines 8-22. The key words to look for are whether the language about terms of office include the words "and until their successors are elected" vs ""or until their successors are elected." If it's "or" then you have can remove them without disciplinary proceedings. The organization can also consider what action it can take to reverse the actions of the board. If there are costs and the board members truly acted ultra vires, then your organization may try to hold the individuals liable for any costs. That's a legal question, so I'm only raising it as something to consider and get legal advice on.
  18. They die. Each convention of delegates is a separate body. Some groups make a motion to refer all resolutions that were not considered to the board. It's not something I'd recommend, but it is an option.
  19. I mentioned faxed proxies because @anon mentioned it in their Feb 7 post, so I assumed that they were authorized by Anon's bylaws.
  20. It appears that the Secretary is only to sign the approved minutes. Thus, the signature is the indication that the minutes have been approved. (This is different from the procedure in RONR p. 471, lines 30-32 and p. 475, lines 15-17, but bylaws supercede RONR.) So, if the permanent Secretary is able to sign the approved minutes, I don't see any need for the pro-tem Secretary to sign them.
  21. And, if the chair does not do this, then you as a member can stand and Call for the Orders of the Day. This is a demand that the chair follow the schedule and adjourn the meeting. As Mr. Brown notes, a motion to extend the meeting can be made at that point and it requires a two-thirds vote to be adopted. In this case, you can, when recognized, make a motion to adjourn. Once seconded and stated by the chair, this motion is undebatable and requires a majority vote to be adopted.
  22. No. Only those committee reports that are made orally. And, as Mr. Martin tried to tell you, extremely few committee reports are allowed to be presented orally. Go read pages 525-527 and see what those limited exceptions are before you repeat this blanket statement.
  23. There is nothing in RONR to prohibit the Chair or any member to lobby people to rescind the resolution. So it's not out of order. Since you're using small board rules, she could do the same within a meeting. Whether it's improper is a judgement that only your board can say.
  24. I don't clearly understand what you are describing. However, if you are saying that the President was not a properly elected Director, unless there were decisions that were made by a margin of one vote, I do not think that the actions of the board are invalidated. Since this is a different matter, you'd probably be better off posing it as a new question. And some of the new questions are likely beyond RONR.
  25. I agree with Mr. Elsman that the insertion of "large" should have been considered as a different primary amendment and should have waited until the decision was finalized on "Ford." An example of an appropriate secondary amendment would be to strike out "Ford" and insert "GMC". However, you processed it as a secondary amendment. Once the secondary amendment is adopted, then you are considering the primary amendment as amended. So if the primary amendment is lost, the adopted secondary amendment is lost with it.
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