George Mervosh

As far as RONR is concerned your bylaws can contain whatever your society would like them to contain, but until the amendment is adopted the current rule remains in place. Given what you've posted an amendment sounds like a mighty fine idea.

Mr. Lages is referring to the subsidiary motion to amend: "The subsidiary motion to Amend is a motion to modify the wording—and within certain limits the meaning—of a pending motion before the pending motion itself is acted upon. " RONR, p. 130ff It's the longest section in book but you should read it.

"By means of the motions to Rescind and to Amend Something Previously Adopted —which are two forms of one incidental main motion governed by identical rules—the assembly can change an action previously taken or ordered. Rescind—also known as Repeal or Annul—is the motion by which a previous action or order can be canceled or countermanded. The effect of Rescind is to strike out an entire main motion, resolution, order, or rule that has been adopted at some previous time. Amend Something Previously Adopted is the motion that can be used if it is desired to change only a part of the text, or to substitute a different version. " RONR (11th ed.), p. 305. Any member may make this motion. The entire section is worth a careful read.

This stuff happens routinely. The fact that they are in separate paragraphs indicates one was not properly substituted for the other. But we don't have enough facts to answer his question regardless.

They can't agree on what motions were adopted or rejected? There's probably more in those minutes than is necessary and that's where the disagreements come from, but no matter, all 3 trustees may participate in the minutes approval process. "It should be noted that a member's absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval. " RONR (11th ed.), p. 355.

Physical presence is the standard in RONR.

Even though it's a lean passage in RONR (pp. 95-96), it's a bit much to copy here. Care to be more specific?

The final form of the minutes should not be voted on - "After any proposed corrections have been disposed of, and when there is no response to the chair's inquiry, "Are there any corrections [or "further corrections"] to the minutes?" the chair says, "There being no corrections [or "no further corrections"] to the minutes, the minutes stand [or "are"] approved [or "approved as read," or "approved as corrected"]." The minutes are thus approved without any formal vote, even if a motion for their approval has been made.: RONR (11th ed.), pp. 354-355 But yes an absent member is not barred from the approval process - " It should be noted that a member's absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval. " RONR (11th ed.), p. 355

No.

Just the annual meeting minutes. Your board will approve its minutes at its next meeting. But your group must stop waiting a year to approve its minutes. "When the next regular business session will not be held within a quarterly time interval (see pp. 89–90), and the session does not last longer than one day, or in an organization in which there will be a change or replacement of a portion of the membership, the executive board or a committee appointed for the purpose should be authorized to approve the minutes." RONR (11th ed.), pp. 474-475

"When the next regular business session will not be held within a quarterly time interval (see pp. 89–90), and the session does not last longer than one day, or in an organization in which there will be a change or replacement of a portion of the membership, the executive board or a committee appointed for the purpose should be authorized to approve the minutes." RONR (11th ed.), pp. 474-475 That authorization is not automatic. The assembly decides whether the board or a committee will do it.

Technically, yes, but since it's amending the bylaws, the procedures currently found in your bylaws are to be followed regardless of the simplicity of the proposed amendments. No, this isn't a revision, in fact, it's the exact same thing as #1. The reporting member (usually the committee chair) will move for the adoption of the amendments. No second will be required if the committee consists of more than 1 member. Whether you helped develop the proposals or not, if you are the presiding officer you don't do anything but preside. The reporting member will move for the adoption of all of the proposed amendments. RONR, pp. 506-507 seems like it covers most of it and so does p. 36, ll. 15–23.

If the resolution in question isn't part of the current governing documents it could be simply amended or rescinded if it's still applicable. See RONR (11th ed.), p. 305ff for full details.

Who is "we"?

Being in office does not deny someone their rights at a meeting of the membership. All officers who are members can vote during the membership meeting.. Those votes at your board meeting are really meaningless as they don't count toward the vote required for the membership to adopt the motion.

My teeth hurt, I've been chewing so much, but I did remember this thread. As noted in the other thread, there may be other kinds of breaches of a continuing nature that don't fit squarely into the neat package of continuing breaches found on p. 251 (but I honestly had not thought about that as a possibility before), but I think my position is very similar to your quoted position and Mr. Coronite's position in the other thread that there should be a way to correct this mathematical nightmare. I can accept that a point of order might be a better method to accomplish this rather than a recount, especially if no one is really doubting the count but just trying to find a legitimate way to correct the error. You do realize having a different opinion than Josh and Shmuel is unwise, right?

In the recapitulation thread thread, J.J. asks - "Perhaps a recount cannot "fix" an improper announcement from the chair? " My response to J.J. was - "If the chair originally had stated there are 64 yes and 33 no votes, AND stated - "There are 2/3 in the the affirmative and the motion is adopted" and a recount is ordered, and the count remains unchanged, he can't say, after reporting the recount, that "There are less than 2/3 in the affirmative and the motion is not adopted"? Mr. Honemann directs us to a different thread (which I've read recently so I'm not going to be gone until next week). In that "different thread", Mr. Honemann notes: "The purpose of a recount is "to ensure that the count is precisely correct as reported" (RONR, p. 410, ll. 33-35, emphasis supplied). I can find no clear-cut indication in RONR that an effect of ordering a recount is to place the assembly back in the exact position it occupied before the result of the vote was announced, so that another (and perhaps different) ruling by the chair as to the vote required for adoption is either called for or permissible, but I have no problem accepting this as being the case" Mr. Honemann is speaking about a ruling as to the vote required for adoption in his reply, but my question is, if the chair got the vote required to adopt the motion correct, but made a math mistake, which the assembly did not catch at the time, can he make the correct announcement of the result after realizing the mathematical error at the conclusion of the recount? I just don't see why not. It may be that it's an unintended additional effect of ordering a recount, but not being able to correct the math error at all once the vote count is confirmed seems wrong to me. Thanks for your thoughts.

This is a duplicate post. See your other thread - http://robertsrules.forumflash.com/index.php?/topic/30031-executive-assistantcorporate-secretary/#comment-173763

No one member can demand the board enter into executive session. The board can agree by unanimous consent to enter into executive session or it can process a motion to do so, adopted by a majority vote (unanimity is not required)..

If the chair originally had stated there are 64 yes and 33 no votes, AND stated - "There are 2/3 in the the affirmative and the motion is adopted" and a recount is ordered, and the count remains unchanged, he can't say, after reporting the recount, that "There are less than 2/3 in the affirmative and the motion is not adopted"? I'd like to explore this in a separate thread though.

You didn't yesterday.

Only the bylaws establish what positions there are on a board.

We all believe you but there are many occasions where something like what you posted in your second paragraph here http://robertsrules.forumflash.com/index.php?/topic/30016-presidents-authority-to-allownot-allow-vote/#comment-173661 happens and no one realizes a motion was even made much less agreed to. Hopefully there's just an honest disagreement but as noted, the assembly is going to have its way in the end.

The body that met in executive session would have to lift the secrecy of the proceedings (or part of them), otherwise the information may not be disclosed. RONR (11th ed.), p. 96.