Atul Kapur

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.

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.

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.

I mentioned faxed proxies because @anon mentioned it in their Feb 7 post, so I assumed that they were authorized by Anon's bylaws.

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.

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.

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.

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.

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.

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.

The only area where I disagree with Mr. Brown is that I would want to have a time limit, rather than leaving it to the call of the chair, which could be quite open-ended. So I would combine them in a motion to, "Recess for (15/30) minutes to allow members to contact absent members and encourage them to attend or fax a proxy." Once the time period has expired and the meeting has reconvened, then you can see whether a quorum is present and find out whether it looks like a quorum will be present shortly. If not, then you move a motion to adjourn to a future time.

I would say that the terms for the three positions elected in 2018 end on March 1, 2020 when the successors take office. This applies to the one elected in Jan 2018 and the ones who are filling the vacancies. As for the two positions that weren't filled last year: the two people who are elected this year take office immediately upon their election. Their terms end when their successors take office in 2021. Generally, your bylaws don't create gaps. Incumbents stay in office until the end of the two years AND their successors take office. If that doesnt happen until the 25th month of the term (or 26th, 27th, etc), then the term continues until it does.

Bylaws supercede RONR, yes.

When a quorum is present, why wouldn't such motions be dilatory? This is for voluntary societies. I see p. 350, lines 17-20 where it may be allowed in assemblies that have the power to compel attendance. But I don't see any purpose in societies where that's not the case. The fact that I don't see the direct analogy is also the reason I prefer the precedence on p. 348 rather than that of Call of the House on p. 350 (which only says it yields to Adjourn). That is, the motion takes precedence over Recess but yields to the privileged motions Adjourn and Fix a Time to Which to Adjourn.

The way I read p. 348 is that the motion to take action would take precedence over the privileged motion to Recess. So, using the principles of interpretation, I would say it would not take precedence over the privileged motions Adjourn and Fix a Time. However, I think that the same motion to Take Action would take precedence over the incidental main motions to Adjourn or Fix a Time, which are below Recess in the table of precedence.

Your association may make a motion to censure the member. If you feel he has breached a provision of the bylaws or has taken action that is "injurious to the organization or its purposes" (RONR 11th ed., p. 443, lines 9-10), then you can explore further disciplinary procedures as detailed in Chapter XX of RONR. These are detailed in order to protect the member's rights and RONR advises that these "procedures should generally be regarded as a drastic step reserved for serious situations or those potentially so." (p. 444, lines 8-10) It's up to your organization to decide if this qualifies. Even so, "It is usually in the best interests of the organization first to make every effort to obtain a satisfactory solution of the matter quietly and informally." (p. 444, lines 12-14)

If no other motion is pending, then either of the two motions (a-Fix Time to Which to Adjourn or b-Adjourn to meet again on a future date) are main motions (incidental main motions, to be precise). While they have the same names as the privileged motions, they are treated just like any other main motion (because they are moved when no other business is pending). Because they are main motions, both of them are debatable and amendable. In both cases, a motion to recess or otherwise attempt to obtain a quorum would be allowed.

You did not provide all the details of elections (and I'm not asking). However, there may not necessarily be a gap for all five positions. New terms begin on the first day of the next calendar month after the annual meeting. So if your meeting is in February, their terms will start March 1, 2020 and go to March 1, 2022. However, the people who are elected to fill the two vacancies are being elected to terms that have already started (March 1, 2019 - March 1, 2021). So there should be no delay, those two people will be directors the moment their elections are finalized. And their term will be until 2021. In other words, just because the elections to fill the vacancies are being held at the annual meeting, that doesn't mean the vacancy-fillers are subject to the same delay as those elected to new terms. This is based on the incomplete facts and the way I've generally seen these things written in bylaws. See if this fits with what is actually written in your bylaws.

I wouldn't wait for the chair to announce adjournment and the chair shouldn't be making the motion themself. If the motion to adjourn is moved and seconded, then you cannot amend it (the motion "That we adjourn" with no modifiers or qualifiers is not amendable or debatable). In that case, you need to follow Mr. Mervosh's advice and make a motion to Fix the Time to Which to Adjourn. My advice was assuming that you had no quorum and people were contemplating "What should we do now?" with no motion pending. The benefit of doing it before the motion to adjourn is made is that the motion is debatable and amendable so the group can decide on the best time for the future meeting.

You could also just do it all in one motion, "That the meeting do now adjourn to meet at 8 P.M. on April 10." This is also a main motion. (RONR 11th ed., p. 241, lines 22-23).

First things first. Before you go further, you should go back and review the minutes to answer the basic question: Was a motion adopted that authorized the board to approve minutes?

If they have been distributed ahead of the meeting, as it sounds like is happening in your situation, they don't need to be read out loud at the meeting. But there still should be the opportunity to correct them.

I don't know if they are necessarily inaccurate, but they do appear to contain material that is unnecessary or should not be included. In either case, and whether or not the board was actually granted the authority to approve those minutes, you can still use the motion Amend Something Previously Adopted to correct them and/or remove the inappropriate material.

I am starting from the presumption that the membership actually did formally give the board the authority to approve minutes sometime in the past. Then, the minutes of that past meeting have been properly approved and Ms. Headland can have some assurance that they are an accurate record of that motion. But, let's try it your way. The minutes (which have been approved by the board, but improperly) of the past meeting show that the membership never granted the board the authority to approve minutes. So these are no longer approved minutes but revert back to being draft minutes. But they are still the only authority that Ms. Headland can rely on to back up her point. In fact, she will present them as evidence to counter the board's argument that "they remember" the membership giving them that authority. In either case, everybody is relying on the presumption that the minutes or draft minutes are accurate. I only quoted part of the complete sentence. It may make more sense if you read it in context. Or you can hope that there is an editor on this forum, or even administrating it. Although I'm sure his answer would be, "Because it is the correct word to use here."

In referring to the board's claim that the membership voted to allow the board to approve minutes of the membership meeting, I said, Mr. Katz asks, RONR 11th ed., p. 476, lines 14-15 state, "it is the minutes which comprise the official record of the assembly’s proceedings." I would presume that they are accurate unless there is evidence to the contrary.