Atul Kapur

Why without discussion? Amending the agenda is a debatable motion. If the item is a main motion it, too, is debatable. Or are you speaking of something on a Consent Agenda?

A second may or may not be necessary, as @J. J. notes above. But a second is not sufficient to remove an item from the agenda. That requires a vote, as @Daniel H. Honemann has stated. Unless, as he also stated, there is a special rule or circumstance.

Reading the excerpt that you have provided, I agree with Mr. Katz. Amendments that are within the scope of notice are allowed at the meeting. The boundaries of the "scope of notice" are your current situation at one end and what has been proposed at the other. For example, if you currently have an executive board of 18 and the proposed amendment is to bring that down to 11, then at the meeting a member can propose to amend that to any number between 12 and 17. An amendment to increase the size of the board would be out of order as would an amendment to decrease the size of the board to 10 or fewer members.

You will need to refer to the bylaws and rules of the Town. Is the Clerk, an employee, is a voting member of the Town Board? What gives the Clerk authority to vote to break a tie (if a voting member, should vote with other members)?

There is yet another option. This may also be a convention committee.

Not following valid decisions of the body sounds like grounds for disciplinary measures.

Under RONR, no. Under your bylaws? I doubt it but you should have a parliamentarian review them. Under the legislation that applies to your 501c(6)? That requires a legal opinion. BTW, what body unanimously approved this? The executive board or the membership (although I am not certain that it changes the answer to your question).

The board can censure or otherwise take disciplinary action against the members. Review Chapter XX of RONR very carefully. This is not a criminal (or civil) law forum. Consult an attorney for advice.

Guidance is that you carefully and thoroughly read Chapter XX Disciplinary Measures

If a rule is being violated, a member can raise a point of order. Well, first of all, you've told us that there is something about it in your bylaws. But, in the situation where the bylaws are silent, see § 41: Order of Business; Orders of the Day; Agenda or Program, particularly 41:2 and 41:5–6.

Are you referring to monthly meetings of the membership or of the Executive Board. If you meet monthly, then RONR says you don't need to adopt an agenda but, rather, follow the standard Order of Business. It's not because you are a "small club/board," whatever that means. Your bylaws apparently have some provisions about the agenda and where the bylaws conflict with RONR, the bylaws supercede RONR.

As we go down this rabbit hole of problems that can occur when minutes contain discussion, please remember that when mr. Martin says, that the minutes reflect what actually occurred at the meeting. If the minutes correctly record the information that was provided at the meeting - even if that information turns out to have been incorrect - then the minutes should not be "corrected."

Under RONR, all members are equal. This sounds like it is coming from corporate law, and you will need to consult the relevant legislation.

The Oakhurst Dairy Homeowners Association?

No. Under RONR every member gets one vote. Any weighted vote provision would have to be authorized in your bylaws or in superior governing documents such as legislation.

Agreeing with Mr. Gerber, the only relevant reference I could find in RONR was on p. v

I have seen conflict of interest policies / legislation that has been interpreted this way.

"If the unit for which the bylaws are to be drawn up is subject to a parent organization or superior body, such as a state or a national society (or both), or a federation, the bylaws governing at these higher levels should be studied for provisions which are binding upon subordinate units in a way that must be taken into account. The bylaws of a subordinate unit need to conform to those of a superior body only on clearly requisite points. For example, if the superior body limits the size of its subordinate units to 200 members, the bylaws may not contain a higher limit. But the subordinate unit should not adopt provisions from the other document that have no local application, and the bylaws of the superior body should not require it to do so." RONR (12th ed.) 56:7 (emphasis added) Yes. Conflicting language should be avoided.

It sounds to me like mr. Brown was trying to make sense of the intent as you describe it and describe a way that this could be done while following the rules. The method to make structural changes is by adopting the bylaw amendments. On the other hand, it almost sounds like the proposal is to vote on the structural change and you will "deal with the paperwork" later. That is not correct procedure. Questions that arise from the procedure you describe include: what vote would be required to make the structural change? Who would then write the bylaw amendments? Would they be subject to a separate vote? When would the structural change take effect? Hint: the answer to the last question is "When the bylaw amendment is adopted." The writing of the bylaw amendments is not just some minor secretarial task. If that is what is being proposed, it is not appropriate.

Supplementing mr. Honemann's answer, normally waiver of notice is only required if notice was not given. If notice was given, there is nothing to waive.

RONR explicitly says that members are meeting in the same place at the same time. You have set things up in a way that breaks that assumption, so your organization will have to figure out how to deal with the situations that arise because of your circumstances. In the hopes that it helps, you may want to think of the following situation and see if there is any analogy. What if the second session had amended the first motion instead of postponing it? What rights would the members of the first session have that case?

Why, indeed? The first response is that the minutes should not be summarizing the discussion at all. Minutes record what was done, not what was said. If it was, for example, a report from a committee, that report is filed with the official records of the organization but not the minutes. That being said, you can move a motion to amend the minutes by a pending this document. But I strongly suggest that you amend the minutes to be more in line with the rules in RONR.

"The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise." RONR (12th ed.) 47:57 In other words, the body that elected the person to the office has the power to fill the vacant position. For the vice-president office, it sounds like that is your board. If there is also a vacancy on the board, that would be whoever elects your board. "Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise." 47:59

Note that, under RONR, only members of the committee have the right to attend the committee meeting. See RONR (12th ed.) 50:28 and 61:19

I don't claim to speak for the authorship team, but as I understand the use of the word elsewhere in the book, a demand for something means that any one member can require that thing to happen. A single member cannot demand the previous question, no matter how loudly they yell or vigourously they stamp their feet. People may have found it confusing that demand was used in this example when it is not a demand as defined above.