Tomm

So am I understanding 57:14 correctly? Assuming the board has the authority to amend the bylaws: If a primary or secondary amendment is made to a motion to amend a bylaw and it passes with all the members of the board in attendance, then the motion to amend does not need any additional previous notice, however, if any member of the board is absent, then the motion to amend cannot be voted on until the absent member(s) are advised?

If a special session is to be held, for example to elect board officers, and will be held entirely in executive session, is the entire membership required to receive notice of the meeting or do only those involved required to receive the call? Does the meeting have to be first called into session then vote on going into executive session? The bylaws do specify such a meeting will be held but notice is not publicized to the entire organization.

So are you saying that a President, who is not acting as the chair, can appoint committees outside of the context of a meeting?

Amen to that! 62:12 (5) says it is a rule of order so it's confusing?

Read it a million times but something just doesn't click! Seems to me that there's not much difference in allowing the assembly to remove the chair (62:12) than allowing the assembly to select members of a committee?

Is this rule considered a Rule of Order and can be suspended?

Roger that! I see it in 52:5 but I suppose there's nothing preventing the same person to serve as chair.

Question: Seems to me that if the assembly goes into a committee of the whole, then noting really changes does it, the chair still presides? Am I missing something?

And no longer a member of the board. Do they still serve as chair to run a meeting of an assembly they are no longer a member of?

Yes, exactly. That's my point! Thanks

Yes, 9 members

The Articles of Incorporations say: "The affairs of the Corporation shall be conducted by a Board of Directors and such Officers as the Board may elect or appoint. The Board shall select from its own members a president, one or more vice-presidents, a secretary, and a treasurer. It may select an assistant treasurer who is not required to be a member of the Board. All Officers shall be elected at the first meeting of the Board of Directors in January of each year and shall hold office for a period of one (1) year and until their successors are elected and installed. The number of Directors shall be nine (9). Directors shall be elected by the Members at an annual election in the manner prescribed in the Bylaws." The Bylaws say: "SECTION 2: ELECTION OF OFFICERS The Board shall meet in a closed Executive session on the first business day after January 1 for election of Officers. The Board shall select from their own number, by majority ballot vote of the Board (5), the Officers who shall serve for the term of one year to end at the election of Officers in the following year. A Board of Director may be re-elected to consecutive terms as an Officer if he/she receives the majority vote of the Board (5)." Question: Who runs the meeting in January to select the new officers? The Articles of Incorporation specify "and until their successors are elected and installed" so I assume the current president from the term that was just completed will chair the meeting but what if that persons term had expired at the end of the last session and was not reelected? As a side note; is it proper to say "by majority votes of the Board (5)" and include the (5)? Seems that that would make it mandatory that 5 members vote and eliminate the opportunity for some to abstain.

It just doesn't seem to enforce the use in small boards in a more assertive manner similar to that 50:25 does for committees, but I acknowledge your point. It's just that I'm use to seeing our board flip back and forth to where sometimes the chair votes and sometimes not, along with sometimes participating in debate. Nothing seems to have enforced any type of consistency. Our problem to address.

So you're saying then that RONR mandates small boards to always use the rules for small boards?

Without a vote and/or documented special rule then how do you maintain any consistency in the use of those rules regarding debate or whether or not the chair votes, etc. from one meeting to the next?

If the meeting exceeds the defining factors as explained in 8:4 as to which describes the difference between a meeting or a session, then isn't it also a requirement that a session exceeding those definitions would require a bylaw stating the length of the session?

Seems that there are several organizations and certifications related to being a parliamentarian. Can you recommend which organization is best for an old fart to get certified? I don't intend to serve in that capacity but would simply like to achieve my credibility to advise. Thanks in advance.

Per 25:9 n7, does a rule need to be suspended first or can any member of the board simply make the motion at any time?

Does the chair alone determine this or is it a vote and determined by the entire board? Once determine does it carry over to future meetings?

If a non-member of the assembly asks the chair if they can speak, can the chair alone deny the request or does the entire assembly need to vote?

If the board continues to function under the rules of a year-long session rather than individual meetings/sessions per 8:4, would that be considered a continuing breach warranting a point of order at any time?

So you're saying that even though this chair believes the meetings are year-long sessions, the rule that prevents the motion from being raised again within the same session can be suspended, and must be suspended prior to the intended motion to be renewed? Motion to suspend will require a second, not debatable or amendable and a 2/3rds vote.

I understand that, but my original question was if they proceed in the manner that I described in my OP is that considered to be a breach of a continuing nature or does it simply pass and is too late to do anything about it?

This is very confusing because the motion to be presented is going to be a motion to Rescind! I get it, there is no such motion as renewal but 38:3 (2) also says, "Any motion that is still applicable can be renewed at a later session, except where a specific rule prevents its renewal;... So regardless of whether we're dealing with a meeting or a session, Rule 6:27 (4) says you can't rescind a motion that failed...period. Seems to me that a contradiction exists because if you can always renew a failed motion that's attempting to be renewed with the motion to Rescind then the rule stated in 6:27 for Rescinding is perhaps flawed. What am I missing?

Not really sure where you got that impression but the opposite is quite true. The chair believes that the sessions last the entire year (this is something I've argued against for months with many letters to the board). The motion on this Thursdays agenda is to Rescind, but 6:27 (4) quite clearly states that you can only Rescind or Amend Something Previously Adopted on a motion that passed. Not sure what the difference between being a meeting or a session has to do with the Rescind or ASPA motion? I don't believe there's a time limit on either of those motions?