Joshua Katz

Nothing in RONR speaks to this question. If there is an applicable open meeting law, it may have something to say. (Or not; they often only deal with actions by a quorum of the board.) If the organization is incorporated, other laws may apply.

RONR has nothing to say about it, since this is a matter of your own rules. I'll just say that I have no idea where these positions come from. That doesn't mean there isn't a source, just that I don't see it. It may result, for instance, from the interaction of different parts of your bylaws.

Well, as an example, in many organizations the president is elected by the body, and by virtue of being president is on the board. So the president is an ex officio member of the board. In other instances, directors are elected, and then the board selects its president from among its members.

Okay, so the three comes from there being 4 members present. Thanks for clarifying. This is still a misunderstanding, though.

It passes, because 3 is greater than 2, making it a majority. I guess this means that this vote should be recorded as 4-2, although I have no idea what is accomplished by this. This would be the case without this bylaw, too. In short, the bylaw you cite only operates if there is a majority to attach it to. And all it does is widen that majority.

I haven't either, but we were told:

Well, then two things. First, it sounds like this is a special meeting of the membership. Second, the president had no power to call it. Absent anything funny in the bylaws, the rule is simple. Members of the body that is meeting have the right to participate fully in the proceedings. But that is only true when there's a meeting. From what you've told us, the president had no business calling a meeting at all.

You are under an incorrect impression. A majority vote means more voting yes than no. That is the case when the vote is 2-1. (Not 2-1-1; abstentions are not votes.) Also, the definition of majority is not half plus 1, it is just more than half. I don't see anything in the facts as laid out that tells me why you think 3 votes are needed. What is 3 a majority of?

Well you won't find that specifically because a Zoom meeting would need to be permitted in your own rules, which would presumably give the details. RONR does not, itself, permit electronic meetings. That said, what is this to be a special meeting of? I'm guessing the membership. If so, then members have a right to speak, not to be pre-screened in what they say. Also, do your rules permit special meetings to be held when a request is granted by the president? In other words, does this whole process slot somewhere into your rules?

What vote, at what special meeting, and who possibly lost it?

Anyone can be asked anything. The question is whether you can be forced to leave. The answer is no.

Nevermind.

The minutes should reflect what the chair said. The time to object that the chair's statement was wrong was at the time; now, you should record what happened (i.e. what the chair said).

I suppose that is also a possible meaning. Maybe the OP can tell us how it's been calculated until now.

Quorum does not vary meeting to meeting, so I will assume this means something like 15% of the number who attended. Say meeting 0 was just held, and they want to call meetings 1 and 2. If attendance at meeting 0 was so high that 15% of that meeting will always be sufficient to call meeting 2, then I suppose they can call both. But if not, and it's possible that meeting 1's attendance will be so high that this group will not be able to call the next meeting, then it seems to me that they cannot call meeting 2 until they see who actually shows up at meeting 1.

The rule in RONR covers how to pass amendments, but does not prescribe that they pass through any particular committee. You say it's always been handled one way and now another, but what do the bylaws say about their amendment? If nothing, then the organization has no right to restrict the ability to present an amendment on the floor.

I don't think so. I don't think the problem is with the word "shall," but with the word "consisting of." In my view, that word does not allow for extra members. But there's a huge caveat. Only your organization can intepret its own constitutiona/bylaws. My opinion means little. Let the membership decide through a point of order and appeal. Well that's an interesting question. If possible, we should treat these are harmonious. Perhaps the president can be the representative from his Section?

I'll leave the other one as is, but I still don't follow your logic here. Why wouldn't the body decide? That's what seems natural to me - if there's a choice as to how to run a meeting, the body that is meeting decides.

Like Gary, I never met George, but I highly valued his contributions here and will miss him.

Well, I'm not sure enough of the facts to be certain that the first paragraph describes a blowing off of RONR. But let's assume it is, and the organization is also blowing off its bylaws. In my ordinary organizations, the solutions are to elect a different board, or perhaps for the membership to remove board members, via discipline or by ending their terms if the bylaws so allow. To do either of those things, the membership has to care enough. If that's not the case, and you can't make it so, then the organization will function in an unfair and inefficient manner. In the vast majority of cases, there is no RONR police, and no where outside of your organization to turn when the organization ignores its rules.

Well, you could elect different board members, or the other board members and committee members could vote to sell different mechandise.

I think it is mandatory and you'd need to suspend the rules to do otherwise (or adopt a special rule of order). But even if you disagree, why would it be at the chair's discretion?

It's not just a good idea, it's the law! (Well, the rules, anyway.) 😉

How large is the board? Under small board rules (smaller than about a dozen), yes. Under normal rules, no.

5 is greater than 2, so yes, assuming a majority is needed. Or, to look at it another way, of 7 votes cast, 5 were yes votes, which is more than half.