glaufman

Thank you both.  I was afraid this couldn't be done because it would be setting aside something specified in the Constitution.

Tonight is our annual Election meeting.  Our Constitution specifies this will be done at the October Membership Meeting.  This is normally done as part of New Business, which is last in the Order of Business specified in our Constitution.

We may have difficulty achieving and maintaining a quorum tonight, as some members have said they need to leave by a certain time, so as the President I wish to conduct elections earlier in the meeting.

If we are close to the "bubble" on quorum I doubt I would get any objections if I just asked for unanimous consent, but I'm not sure this is in order?

Any suggestions?

Just to be sure I'm clear...

To rescind this rule later, a simple majority vote is not sufficient if prior notice is not given?

Thank you.

Followup:

Then rescinding this rule at a later date would require (assuming a quorum is present) a 2/3 vote (without previous notice) or majority of those voting (w/ previous notice) or majority of entire Board?

Our club has a document titled "Rules and Regulations" that amounts to a number of Standing Rules.  There is no reference to how this document may be modified, except in the Constitution, describing the Board of Trustees, says "They shall make such rules as they deem proper for respecting the use of the clubhouse and grounds, ..." 

A new standing rule was proposed at a Board Meeting.

Being a new rule, is it subject only to a majority vote?  Or since it would be added to the Rules and Regulations, is it an ammendment to a previously adopted document requiring a 2/3 vote?

Would a motion be in order to suspend the rule so the President could voice their opinion during a debate? (without having to vacate the chair)

On 6/21/2022 at 7:17 PM, Gary Novosielski said:

The original language is problematic.  It suffers from awkward syntax akin to:  "This sentence no verb."

Agreed.  There is a whole lot in our Constitution that needs editing and updating.

To Mr. Martin... I think most of the Club will agree that the intent is not to prevent the Board (or Membership) from referring something to a committee.  Similarly I communicated with the President today who seems amenable to creating the committe and appointing who I suggested.

That's what I was afraid of... but by logical extension, doesn't that at least imply that any motion to refer or commit a matter to a Special Committee is likewise out of order?

On 6/21/2022 at 1:32 AM, Richard Brown said:

Also, do the bylaws say anything at all about either the board or the membership being able to create special committees? If so, please provide the exact language.

This is the only other reference I can find

"The Board shall make rules of procedure for themselves and for all committees of the Club, subject only to the provisions of this Constitution."

On 6/21/2022 at 2:18 AM, Gary Novosielski said:

and the president will then be able to appoint its members.

That is what the Board (or at least some Board members) want to avoid.

Full text of that paragraph:

"The President shall preside at all meetings.  He shall appoint all regular Committees as set forth in Article X.  Special Committees as he may deem necessary. As Chief Executive of the Corporation, and exercise such other functions as are usual or incidental to the office, and shall carry out the directions of the Board of Trustees." 

I don't care for the syntax but that's how it reads.

Article X defines the standing Committees and that the appointment of their chairmen is subject to Board approval.

Our Constitution says "The President shall appoint all regular committees ... Special Committees as he deems necessary.. and shall carry out the directions of the Board..."

Can the Board adopt a motion directing the President to create a Special Committe to refer a matter to, along with naming the members and chair?  So the makeup of this committee is not left up to the President to decide?

If yes, does it need to be worded that way, or can it simply be "the board refers this to a Special Committee of XYZ persons " to make it less confrontational?

I've been told that RONR only allows one piece of business to be discussed at a Special meeting. (Membership or board)... I cannot find any reference to that, only that nothing can be considered except that which is in the announcement of the Special Meeting.

Is there any such limit on the quantity of topics to be covered?

(No such thing in our Constitution either, though that does say other items may be taken up with unanimous consent of those present)

Of course.  That occurs the next time the board meets.

When the first scenario happened there was no request to review the minutes in advance. 

And yes,  she appointed herself secretary pro tem, no vote, and presided as well

Although I understand what everyone is saying regarding the reading of these minutes, since I think the membership will force it by vote to make it continue, taking that as a given, then:

My opinion is two sets of eyes are better than one, and that there is no legitimate reason to deny access to one who wants to help.

Review is in the best interest of the society and is the only way to avoid what Zev outlined above.  (And it now occurs to me that in his scenario without multiple reviews this could actually be used to purposefully deceive)

On 2/22/2022 at 7:32 PM, Gary Novosielski said:

Then I don't see how the above scenario could have occurred.  If the president submitted some corrections to the secretary and you submitted others, whatever language the secretary was amenable to including in the draft minutes would be what was read at the membership meeting.  If the president didn't like it, his quarrel was with the secretary not with you.

2 different scenarios.

1. First boat meeting the secretary was not available.  President took her own minutes and read them at the general meeting.  I do not know if they were reviewed by anybody, but not by me, I hadn't thought of asking.

2. Now President insists that review of these minutes is at her discretion.  She has the right and noone else does unless she says so.

I'd like to summarize in case I show this to others.

1. The first issue is the minutes noting a conversation, not simply what motions were made, decided.

2. Second issue is draft minutes from the board meeting being presented to the general membership before they have been properly corrected (if necessary) and approved by the board.

3. If #2 is going to happen anyway, because its a long standing tradition and the membership demands to know what was done, it's not appropriate to voice corrections at that general meeting?

4. Therefore it may be helpful to review this draft and  offer suggestions ahead of that reading, but the secretary is not bound to accept them, until the next board meeting when they can be voted on.

5. In this review, the President has no more power than anyone else from the board, and has no power to determine who can review ( and who can offer these suggestions).

Thank you

On 2/20/2022 at 11:52 AM, Joshua Katz said:

the Secretary is not obligated to implement them, or indeed to even consider them

Fair enough,  but the secretary is amenable. 

On 2/20/2022 at 11:52 AM, Joshua Katz said:

At the meeting, they can be presented as amendments, and then it is your right to offer them.

Just to be clear,  at the general meeting?  When that body does not approve those minutes? In one case this was too late to offer meaningful corrections.   At the board meeting a conversation was had about a particular member,  whose name should have been stricken from the minutes,  but the member was called out when the board minutes were read at the general meeting,  causing irreparable harm. 

On 2/20/2022 at 11:52 AM, Joshua Katz said:

This is a bad tradition

Agreed,  if only because they have not yet been approved,  right?  I am not going to win that fight.   

So,  did i overstep my bounds by offering corrections before the draft minutes were read at the general meeting?

At my club Regular Board Meetings are always held three days before the monthly General Membership Meeting.  By tradition, the minutes of these board meetings are read at the general meetings, before they have been corrected and approved by the board.  In my position as 2nd VP, I am a member of the Board ex-officio.  The President (also a member of the board ex-officio) is in the habit of reviewing/correcting these board minutes before they are read at the general meeting. 

The Secretary sent me a copy of their minutes ahead of the General meeting, to which I offered a few corrections.  This incurred the wrath of the President who told me I had overstepped my bounds etc etc.  It's my contention that as these minutes (perhaps more properly "draft minutes" but I don't think that is understood by the membership) have not been corrected and approved by the board, It is the right of anyone on that board (who wants to) to review and correct those minutes.  I realize there is the danger of there being disagreement over the minutes, but I feel this is a necessary evil, even if it is explained to the membership that these are Draft minutes, not yet corrected and approved, in the first general meeting of the year these draft minutes were read with egregious errors.

What do we think?

Right.  I lean the same way, and as far as I know, it's been interpreted that way for the past 15 years that I've been a member.  I would prefer it said "With a quorum present, a majority of the votes cast..."

Thank you again, and I look forward to seeing opinions of others.

Thanks, but I'm not sure I explained the question properly... Or maybe I'm under another misconception:

In your example, with 7 members present, a majority is 4.  Agreed.

Without the language in my club's consritution, if, during a vote, 2 members abstained, so only 5 votes were cast, that motion would only need 3 votes to pass, yes?

Now, same question, but WITH the language cited earlier?

Our club has a 10 person board.  A paragraph in the Constitution reads:

"The presence of not less than sixty percent (60%), six (6) members of the Board of Trustees shall constitute a quorum at all meetings of the Board, for the purpose of conducting club business.  The vote of a majority of the members of such a quorum shall be the act of the Board."

Does this wording mean that if, say 8 Board members are present, a motion requires 5 votes to pass, regardless of how many votes are cast?

Part 2: Does that imply (in the absence of any language otherwise) that ALL votes of the Board shall be counted (by division)?