Atul Kapur

That's basically what happens when any assembly (in this case, the executive committee) approves their minutes. The draft is read or presented to the assembly and any member has the opportunity to correct them at that time. When there are no more corrections, they are approved. If there is disagreement as to the proposed edits, then the assembly can vote on them. Are the minutes formally approved at the next general meeting? Or is the chair acting as a one-person Minutes Approval Committee? Either way, if someone objects to what is in them, that member can propose an edit at the next meeting (or to Amend Something Previously Adopted if the bylaws give the chair the authority to approve minutes).

I agree with those who have a preference for recording minutes in chronological order. The first reason is that the minutes should contain mainly a record of what was done at the meeting. The agenda lists items in the order that they were planned to be done. In this case that differs from what actually happened, and I would put more weight on reality than planning. The second reason is more practical. The draft minutes are taken down as events occur. Recording the minutes in chronological order avoids having to "cut and paste" sections and, therefore, minimizes the chances of errors or omissions.

In this case, the committee is "appointed expressly to report at a later time," (RONR 11th ed., p.502 line 35 - p. 503 l. 1) specifically, "upon completion of this project." So it would not automatically expire with the board that appointed it.

As has been noted, the closest match in RONR to your Task Force is a special committee. I assume that the board had the authority to create this Task Force. There is a principle that one session of a body usually cannot tie the hands of another session. So, despite the wording and intent of the president, a future meeting of the board may use the motion Amend Something Previously Adopted and change the membership of the task force. Only language in your bylaws or other governing rules could prevent that, and even then, they could be removed for cause following an investigation and trial. The wording of the motion means that the task force continues until its job is complete, despite the fact that the term of the current board may expire before that time. So you do not need to worry about it being disbanded, except by the board using the motion to Discharge a Committee.

Given this citation, and combining Mssrs. Harrison's and Martin's replies, the member in question (assuming only one is named in the motion) cannot be prevented from voting on this motion but the member should not vote on it because the member has a personal interest not in common with other members.

I agree with Mr. Huynh. Do not just declare the second-place candidate as elected, even if there are only two candidates. In that situation, someone may want to re-open nominations plus there is the option of a write-ins candidate winning on a subsequent ballot. It does not matter whether the candidate backs out after the ballots are in. You still count the ballots and announce the result. If that person wins they will, presumably, decline (although it's not unheard of for people to change their mind once they hear they've won).

As I understand it, you've had a Rule for 5 years. A few months ago, that Rule was repealed (even though you did not use the correct term or motion - it should have been to Rescind rather than Reconsider). Now, that Rule has been restored. As reelsman stated, the motion you should have used a few months ago was Rescind. A Rule that has been rescinded can be renewed at anytime after the conclusion of the session where the Rescind motion was adopted.

Is it a right/duty exclusively reserved to the board (you'll need to carefully read the bylaws to decide that)? If not, then the membership meeting can also make this decision. Or, make a motion to instruct the board to do so.

I'll agree with Mr. Honemann, just to keep him from feeling lonely I'll also note that this is consistent with the fact that you should only be counting the one member as one vote when things come up for a vote. Or, colloquially, "you count noses, not hats."

You are unlikely to find a property management company that will adequately perform this function. This is where a parliamentarian would be helpful.

No. See Rescind or Amend Something Previously Adopted.

I would think that notice should go to all members who are entitled to attend the meeting; not just those who can vote; I'm not certain if that means I disagree with Mr. Katz. I agree with him that this is a question of interpreting bylaws and that is something that only the organization can do for itself.

Interesting how the bylaws slipped in a change to the vote required to adopt a main motion into the article on quorum.

Remember that the same requirement for adoption applies to small assemblies (such as boards) as well as large ones. And that it's not a "simple majority". It's a majority of the entire membership. That may be relatively simple to obtain if it's a small group such as a board where attendance by all or almost all members is common, but would be much more difficult for a large membership organization, which likely only has a small percentage of the total membership attend any meeting.

I don't have the book in front of me at the moment but there is a provision that says something along the lines of the board only has those powers which it is granted by the bylaws or by the assembly. So the onus is on those who say the board has the authority to show where that is written. There is an unfortunate tendency for associations to allow boards too much influence on, or even allow them to write, the agenda for general membership meetings. RONR does not give them that authority.

Don't have book in front of me, butvi believe they're referring to sentence on adoption or amendment of a Special Rule of Order. It's seems pretty straightforward: adoption or amendment requires either (a) or (b).

If it meets either of those criteria, it is adopted. If your board has 9 members, then a majority of the entire membership is 5 affirmative votes. If a vote is 5:4 on a proposed Special Rule of Order, then it is adopted because it is a majority of the entire membership, even though it is not a 2/3 vote.

I happen to disagree with Mr. Novosielski whether a reference to RONR is adequate to supersede the provision in the state statute (as opposed to an explicit provision on director removal in the Articles or Bylaws). Our opinions are, however, not relevant as this question is best asked of a lawyer with expertise in NFP law in your jurisdiction.

Highlighting one aspect of Mr. Katz' response: This was not a meeting (everyone seems to agree on this). Therefore, announcing the meeting next Tuesday at this "gathering" is not proper notice, which should be given to every member as per the requirements in your bylaws.

I would suggest that you have a parliamentarian review both bylaws to look for conflicts and that you amend or revise both bylaws (or even rescind one) to take into consideration the new relationship. The goal is to avoid confusion in the future. For example, as reelsman notes, a clear definition of what it means to be an auxiliary would be helpful.

I don't think the definition of honourable excludes being strategic. As General Robert said in Parliamentary Law "The great lesson for democracies to learn is ... for the minority, having failed to win a majority to their views, gracefully to submit and to recognize the action as that of the entire organization, and cheerfully to assist in carrying it out, until they can secure its repeal." (PL, p. 4 As Quoted in RONR, 11th ed., p. xlix. Emphasis Added)

Now that you have clarified that this is a Special Rule of Order affecting who can speak at board meetings, the board has the authority to adopt this. Your earlier comment, " Board would be able to drive a motion that affects the entire membership" had caused me to think that the board was trying to pass a Special Rule for membership meetings.

Actually > or = 2/3. A vote of 10:5 adopts a motion requiring 2/3. RONR is written for use by honourable people. As for the Point of Order officiousness, I agree with Mr. Martin on how the chair should handle it.

"majority of the entire membership" refers to the entire membership of the body that is meeting. If that is the board, then it is a majority of the entire membership of the board. From your last paragraph, it sounds like the board is looking to create a Special Rule of Order that will affect membership meetings. The board does not have the authority to do that, whether you have three readings or not. [posts further down clarify that this is not the case]

It may be because it's embedded in the title of the paragraph: "MAXIMUM TIME FOR EACH SPEECH. In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly." (RONR 11th ed., p. 387, lines 29-34. Emphasis added).