Rev Ed

The Vice President, or the most senior Vice President at the meeting, would take over chairing the meeting. Otherwise, the Secretary, if present, or any other member, can assume the chair and conduct an election for the position of Chair pro tem.

In other words, 2/3 have to agree one way or another - either 2/3 to adopt or 2/3 to suspend the requirement for a 2/3 vote.

I have already put in my order for the 12th Edition of RONR, but the full book and the 3rd Edition of the In Brief version. I take it that many others on this site have already pre-ordered their copies?

Yes, an abstention is not a vote, so if there are not any 'no' votes then it is a unanimous vote - even there is only one vote and 99 abstentions.

Richard, I too know of organizations that have committees like this. Also, there are decisions that the Committee has to make: are there specific birthdays/anniversaries that they will send cards out for or all birthdays/anniversaries? How long before those events does the card have to be sent out? How will the card be sent (electronically or by 'snail mail' or hand delivered)? Where do you purchase the cards from?

Richard, I only suggested an immediate move to adjourn because of the current situation. The organization has monthly meetings, and it's probable that if the April meeting cannot take place that the May meeting will not take place. June, July and August are all question marks in several countries at the moment as well. I think the current pandemic is unique and not something that is hard to plan for in advance. However, I concur that the meeting could be adjourned to a later date and then adjourned again in the future if required.

I would suggest going with J.J.'s advise - have one member, such as the President/Chairman call the meeting to order, note that there is absence of quorum (there being only one member present) and then adjourning the meeting. That way the By-laws have been followed (there was a meeting) yet the organization has done what it needs to do to help prevent the spread of the virus.

Sorry for the delay responding but I re-read what I wrote and I stand corrected. You are correct.

Unless the By-laws specifically state otherwise, I would say no. The reason I am saying this is because the position is essentially an ex-officio member of the Board. He/she is only on the Board because of the position he/she holds.

Nope. The winner must receive more than half of the totaly votes cast. And you may have to have two or more rounds of voting. And, unless the By-laws state otherwise, the lowest candidate is never dropped from the ballot. So if you have 100 votes cast, 51 votes is required to be elected. You could have one round where someone gets 51 votes. But if you don't then you need to have two, three, four rounds of balloting to declare a winner. The person who receives the least number of ballots every round could always tell people that they should not vote for them as he.she is obviously not going to get elected. But the candidate doesn't have to do that.

And from how I interpret the original post, this is what I believe to be the way it would occur. It's far easier to remove a member when he/she isn't at the meeting. Especially under the default rights of the member to be present during the discussion and vote on his/her removal.

You will need to read the By-laws about filling a vacancy. If there are no provisions then you need to hold a meeting to elect someone to fill the vacancy. If there are no provisions in the By-laws, then it is time to consider making the necessary changes. For example, the By-laws could read that "With the exception of the Officer of President, if a director or officer position becomes vacant due to death, resignation, or removal of office, the Board shall appoint someone to fill the vacancy until the next Annual General Meeting. Should the position of President become vacant, the Vice President shall become the President." I would also suggest that the Board create a policy whereby the Secretary, or another Board member, will automatically take over any duties of the Treasurer on a temporary basis between the time of the Treasurer's position becoming vacant and someone filling the position.

I do not see why not. Of course, I do not recommend it. One or two non-members, who may expertise that would benefit's the Committee's work is one thing, but having the entire Committee made up of non-members makes me wonder why they would want to serve on the Committee even though they are not members of the organizations and why members would not volunteer to serve on the Committee. The Committee does not need its own set of By-laws (and why would it.) Just make it a Committee of the organization. Period.

I quess the obvious question would be what your intent is with moving the previous question? Is it to pass the main motion without the amendment passing or is it to ensure the amendment passes?

I am a Secretary of an organization where I collect a list of items that the members wish to have discussed/dealt with at a meeting. I then create an Agenda with those issues included. However, there is always an item listed as "New Business" just in case something last minute comes up. So, it is possible for what occurred here to happen under New Business.

And this is why having the Immediate Past President on the Board because of the position is not always a good idea.

Sometimes I wonder if organizations do not put too much responsibility on one position. Maybe some of the duties should/could be used assigned to another person, if possible.

Then again, if no one spoke up, I guess the non-member was welcome by unanimous consent.

Just as a heads up - no one else seems to have picked up on the word 'council.' If this is a town or city council, then sunshine rules may apply and non-members (i.e. citizens) may be allowed to attend meetings. Of course, the invitation to a meeting may also occur via unanimous consent. For some organizations, the Board may allow new members of the organization (not the Board) to attend a Board meeting as a way of introduction. Or there may be a special rule that allows the Chairman, in some circumstances, to invite non-members to attend. For example, if the Board has to approve new members of the organization, the Chairman may be authorized to invite potential new members to attend the Board meeting where they are discussing whether or not to accept the new member.

Yes, the custom would count. But a motion would be more appropriate in my opinion. It would clarify the issue and could only be changed through a motion to amend something previously approved.

Unless the entire membership is likely to be replaced, there should be some members who remember what happened at the meeting. The other option, if the entire membership is replaced, as in the case above, the new members could simply invite the old members to the meeting and discuss the Minutes with them. Once they are happy with the Minutes, the new members can officially approve the Minutes and the old members can depart the meeting (unless the meeting is open to non-members.)

It's only common sense to ask a person before nominating him/her. Just too bad some organizations have to put it into the By-laws.

I don't have my copy of RONR right at my finger tips, but I do recall something about the membership making the final decision on By-law interpretation. As such, the membership should do one of two things: 1) Make a decision as to how to interpret those two clauses. The simplest way would be to elect deacons who will agree with the interpretation. 2) Amend that By-laws to either specifically state what powers the Board has, or to remove the "final decision making body in matters of governance" clause. #2 is probably the better option. Make it clear who has authority over what. Or state something along the lines of "The Board shall day-to-day authority over the operation of the church, although the membership retains the right to make the final decision on all issues of the church." It might make it hard to find good candidates to be deacons if the membership can simply over rule them on any decision they make.

There is no vote on the report from the Nominating Committee. But you hold an election, and only candidates who receive a majority vote gets elected.

Yes, ranked ballots are the same as preferential ballots. And yes, I am aware that either option must be placed into the By-laws. The one organization did so.