rulesasker

For a society that has not adopted any rules allowing for electronic meetings, is there any problem with allowing members to "attend" virtually and contribute to debate, but not vote or be considered toward quorum?

If someone is chairing a meeting in the absence of a president who resigned, and someone nominates that person as president, should he give up the chair for the duration of the election?

Ok, that's very helpful. I'm sure I could get that as we still have some of those people.

Does it matter at all that the bylaws drafters likely did not intend or contemplate a trial?

It just says 3 year terms with a specific day of the year they end. Nothing about removal except what I've already quoted.

If the bylaws state that a board member may be removed by a vote of the members not under consideration, and list some reasons that would be "valid grounds," must a trial be held using the rules in chapter 63? Or can the board simply vote on a motion to remove them?

There is no rule in RONR on that. Your options are: 1) Request that the minutes be read in the meeting. 41:9 requires the secretary to do that if any member requests it before the minutes are approved. I'm guessing if you don't think 2-3 hours is enough time to review the minutes that this will not make you popular 2) Move to refer the minutes to a committee. This is in 41:10n3 3) Politely ask the Secretary to provide the minutes further in advance 4) Remind the secretary that the minutes do not need to contain the detail of what is said in a meeting, only what is done, which shouldn't be too difficult to prepare or review. Give him a copy of Roberts Rules in Brief which has a section for the secretary. All of the above is just about the minutes. If they are asking you to approve a motion in a treasurer's report without review, you can move to refer it back to the committee or postpone to the next meeting, and that would be voted on. And there is no reason to approve the treasurer's report if it has no recommendations.

Were the nominees elected, with the "withdrew their acceptances" after the election? Once elected, resignation would have to be accepted by the club if there are duties associated with these offices. Under these conditions, the club should not accept the resignations, because they have no way to fill the offices.

A literal interpretation of is that you can't really elect anyone until next year, because the section lays nomination and election happening in March, April, and May. It is your club that must interpret the bylaws, however. Can you operate without those officers and member? Does the treasurer have special powers that need to be carried out? What do the bylaws say about amending the bylaws? Ignore this, I misread your question. Let me reread

I believe the board needs to approve by a 2/3 vote. The president can only remove if they were originally appointed by the president's own act. See RONR 50:14. Approving the president's nominees seems identical to appointing them, and the board needs a 2/3 vote to rescind their appointments.

If your HOA truly has no rules prohibiting guests, guests' presence would be up to the assembly. The assembly could adopt a motion to "go into executive session" which would mean guests would have to leave and you would not be allowed to discuss what happened with your friend.

I don’t understand why amending or not amending minutes would affect the number of nominees. The assembly should vote on the nominees as soon as there are no further nominees.

What do you mean in contention? Were they nominated? If so, you need to ask if there are any more nominations and then immediately move to a vote at the next meeting.

Yes, I believe so, unless your bylaws say otherwise. RONR 45:5 says members can vote for themselves in elections. You are asking about removal from office, which is also referenced in 45:5 though less explicitly, and I don't think there's anything elsewhere that would prevent it.

There are provisions for timing of elections of board members, but that is an a meeting of the society's members. There is no other mention of elections except of the board members at the meeting of members. There is a "policy manual" with some mention of an annual election, thought vague. That is why I asked about a standing rule. I assume any rules in the nature of a rule of order adopted in this manual are effectively standing rules? I'm a little confused on the idea that we can elect whenever we want (annually), but can't adopt a standing rule that would have the same effect. But I agree we should change the bylaws.

The bylaws just state that officers are elected, but are silent about how long they remain in office. RONR has rules for a couple cases of what the bylaws might say but does not seem to address what to do when there is nothing. The custom for this board is that the board elects new officers every year, but that is not in the bylaws or any standing rule. A secondary question is whether a standing rule can be adopted fixing the term of the officers, or at least allowing the board to select new ones, or does it have to be added to the bylaws?

This is in RONR (12th ed.) 48:8. There's also something in Robert's Rule in Brief.

2:14 says rules of order "relate to the orderly transaction of business in meetings..." Doesn't adjusting committee membership fit that even if it takes place outside of meetings? RONR 50:13(d) says the chair can be authorized to appoint committees after adjournment. Isn't that a rule or order, even though it governs action outside a meeting?

While I did not say so, the question is about action outside a meeting. The concern is that if a committee member needs to be removed quickly to protect confidential information, that needs to be done before the next meeting.

A board's bylaws do not specify how committees are appointed. Can the board appoint its committees by resolution, with an additional resolution that the president may remove and add committee members in between meetings? Or would be the bylaws need to be changed because RONR 50:14 says that if the board appoints the committee then the board would need to remove someone, and it cannot delegate that authority?

Thank you! This is very helpful

Thanks for the rapid response. For this situation, could “hire” mean select the person, and then give a committee the authority to negotiate contract terms? Could the board authorize the committee to offer a salary up to $x? It seems difficult for a board to negotiate a contract.

If a board’s bylaws give it the authority to hire a particular position, can the board delegate this authority to a committee in a resolution? Or does the board itself need to approve the employment contract?

I understand that, but can I tell members who vote against that if they shared that fact outside the meeting, that they would be violating the confidentiality of the meeting?