Shmuel Gerber

Not specifically, but you should review RONR (12th ed.) 3:12, 4:30, and 43:21 to 43:23.

It may be that the board will justify approving the minutes via argumentum ab inconvenienti and pro bono publico, but RONR gives the board no such authority, even if the minutes were taken by a secretary pro tempore.

I was simply pointing out that if an assembly is going to be bound by an agenda for the meeting, then under the rules in RONR that agenda would need to be adopted (or the agenda must solely reflect a preexisting applicable order of business). If there is no agenda, or if the agenda is not to be binding, then no agenda needs to be adopted. Simply saying that RONR does not require the adoption of an agenda at the beginning of every meeting is not incorrect if understood properly, but it does not tell the whole story.

Even so, there is still the problem that the article on bylaw amendments has specific requirements for amending the bylaws, so I don't think a more general provision allowing voting by mail can be applied. This is just a further demonstration, in my opinion, that the mail voting requirements have no application to bylaw amendments. The mail voting requirement is "In any Association meeting or mail vote of the membership, decision on each question or proposal shall, unless otherwise required by law or stipulated in these Bylaws, be by majority vote of members present at the meeting in person or by proxy or of members voting by mail." The bylaws have a different requirement in the case of bylaw amendments. In order to allow the amendment to be adopted by mail, the reasoning would have to go something like this: If this were taking place in person it would require two thirds of the members present; but this is a mail vote, and if it were some other item of business, it would require a majority of the members voting by mail; ergo, it requires two thirds of the members voting by mail." I don't agree that this can be taken as what bylaws say. However, I have not read these bylaws, and in addition there appear to be legal requirements, so all of this is just speculation and not really relevant to understanding the rules in RONR.

But RONR does require that if an agenda is to be binding on the assembly, it must first be adopted: "41:61 Procedure for Adoption. In cases in which an agenda is adopted, usually this is done at the outset of a session and the agenda is intended to cover the entire session. At a session having no prescribed or adopted order of business, such an agenda is followed as a guide by the chair pending its formal adoption and can be adopted by majority vote, even if it contains special orders; it is then the order of business for that session. At a session that already has an order of business, an agenda can be adopted by a majority vote only if it does not create any special orders and does not conflict with the existing order of business; otherwise, a two-thirds vote is required (see also 25:12). "41:62 Agenda Provided in Advance. In some organizations, it is customary to send each member, in advance of a meeting, an order of business or agenda, with some indication of the matters to be considered under each heading. Such an agenda is often provided for information only, with no intention or practice of submitting it for adoption. Unless a precirculated agenda is formally adopted at the session to which it applies, it is not binding as to detail or order of consideration, other than as it lists preexisting orders of the day (41:40ff.) or conforms to the standard order of business (3:16, 41:5ff.) or an order of business prescribed by the rules of the organization (2:16, 3:16)."

You're missing the main part of the provision — what entity or persons are being given this power? In any event, this is about making bylaws on specific subjects, not about revising the bylaws adopted by the membership.

2/3 of the votes cast. It's not clear to me that two-thirds of the votes cast is sufficient when the requirement is "two-thirds vote of members present in person or by proxy". In fact, my assumption is that two-thirds of the members present (in person or by proxy) is required. I see no reason to "assume we have to do a mail vote for the Bylaws in order to include all members, even if the Bylaws say the voting takes place in person". Just the opposite: You must follow the procedures in the bylaws for amending the bylaws. Even if there were some way to interpret section 7 as being able to supersede the article on bylaw amendments (and I don't think it is), it is a huge stretch to think that a bylaws revision is something that "becomes necessary to act on" and that a meeting could be dispensed with because it is "inconvenient or unnecessary".

Why is that last part, which happens to be most important here, outside the quotes? The wording is given in another topic, here.

It might be worth noting that the rule posted in this topic refers to "closed session" and not "executive session". There may be a question whether these closed sessions are supposed to be secret.

Isn't it true that "when the assembly has previously adopted a specified time to adjourn and that time has been reached," it is necessarily the case that "a motion to adjourn has been adopted"? In the context of the original question of this thread, I think my original answer is correct (enough), although it does not specify the additional details mentioned by Mr. Merritt.

True, although we can imagine that was included when I said "or a motion to adjourn has been adopted". 🙂

See RONR (12th ed.) 8:9-10, 21:12, 21:14-15, and 47:7(11).

The presiding officer exclusively has the duty of declaring the meeting adjourned, but has the authority to do so only when the business of the meeting has ended or a motion to adjourn has been adopted (or, as J. J. mentioned, in case of an extreme emergency).

It may be possible to call a special meeting for the purpose of considering the new motion.

It seems your board is operating in a thicket of special rules and public laws, so I don't think we'll be able to answer your questions by referring to Robert's Rules. But you should double check your bylaws and laws for provisions relating to removing a board member. It is possible this is not something that needs to involve a public hearing, and there may be other specific rules that apply.

You can't approve one section of the bylaws. The bylaws as a whole remain in effect at all times, and any amendments go into effect either when they are adopted (if adopted without a proviso as to when the changes go into effect) or when specified by a properly adopted proviso (if any).

57:15 "An amendment to the bylaws goes into effect immediately upon its adoption unless the motion to adopt specifies another time for its becoming effective, or the assembly has set such a time by a previously adopted motion. While the amendment is pending, a motion can be made to amend the enacting words of the motion to amend by adding a clause such as this: “… with the proviso that [or, “… provided, however, that”] this amendment shall not go into effect until after the close of this annual meeting.” Or, while the amendment is pending, an incidental motion can be adopted that, in the event of the amendment's adoption, it shall not take effect until a specified time. Either method requires only a majority vote. … If the mechanics of transition to operation under a revised set of bylaws will be complicated in ways for which the act of adoption must provide temporarily, such provisions can be numbered and attached to the revision draft on a separate sheet headed “Provisos Relating to Transition.” The motion to adopt the revision can then be made in this form: “I move the adoption of the revised bylaws with the provisos attached thereto.”"

It seems to me that an appeal would have been more appropriate than a point of order in this case. But anyhow, I agree that the minutes should include enough information to show what the issue involved was, including what the motion was and what type of remarks in debate was considered germane (or not germane) to it.

I like this.

They could say something like "All officer elections must take place by ballot vote except for any offices to which only one candidate has been nominated."

The member's comments may inform the board whether a motion should be made or seconded in the first place. So I don't see comments on a motion that doesn't get seconded as having been a waste of time. The comments may have persuaded the board members that the motion is unworthy of consideration. On the other hand, if non-board members are prevented from commenting on posted motions that are not made or seconded, they will have no opportunity (within the meeting) to persuade the board members that the motion should be made and seconded. It seems to me the current procedure is working as intended.

You have the names mixed up a bit. "35:1 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 (12th ed.) has two full paragraphs on this subject (21:14–15), which state in part: "Cases Where the Assembly Can Adjourn Without a Motion. If an hour for adjourning a meeting within a convention or other session of more than one meeting has been scheduled—either in an agenda or program or by the adoption of a motion setting a time—no motion to adjourn is necessary when that hour arrives. … "When it appears that there is no further business in a meeting of an ordinary local society that normally goes through a complete order of business at each regular meeting, the chair, instead of waiting or calling for a motion to adjourn, can ask, “Is there any further business?” If there is no response, the chair can then say, “Since there is no further business, the meeting is adjourned.”" In addition: "In the event of fire, riot, or other extreme emergency, if the chair believes taking time for a vote on adjourning would be dangerous to those present, he should declare the meeting adjourned—to a suitable time and place for an adjourned meeting (if he is able), or to meet at the call of the chair." (8:10) Also, if none of the above conditions apply, then as with most any action at a meeting, the assembly can decide to adjourn by the normal method for action by unanimous consent: "To obtain unanimous consent … , the chair states that “If there is no objection… [or, “Without objection…”],” the action that he mentions will be taken; or he may ask, “Is there any objection to…?” He then pauses, and if no member calls out, “I object,” the chair announces that, “Since there is no objection…,” the action is decided upon." (4:59)

Are you asking about what the bylaws should say, or a general question that has nothing to do with amending the bylaws?

Thank you, Jim, for noting the date and this interesting comparison. I think that to be accurate, it should be noted that the 176 pages of the first edition included the front and back matter. Therefore, the comparable page count for RONR 12 is actually 816 pages! (A factor of 4 times the original.)