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I'd have to say neither of the above. My interpretation (worth every penny you paid for it):

Adoption of any motion controlled by the quoted phrase will require the affirmative vote of at least 2/3 of the (registered) delegates who are present in the room at the time the vote is taken.  This is (or can be) a higher threshold that the more common "2/3 vote"  which means that 2/3 of the votes cast (abstentions ignored) must be in favor for adoption.    Your option a. is an even higher threshold since more delegates may be registered than are in the meeting room.  I am not clear what you mean by option B: "votes present" is a curious phrase.

Ultimately the members of your association are responsible for the interpretation of the bylaws, not some I'net stranger, like me. See page 588.

RONR has no such rule. Does your organization?

Unless you have rock-solid proof (timed sign in sheets?) that the late folks were there for the 30/8 vote, just report the results that you did get.  And, of course, if only some of the late-comers were there, that may not have been enough to bring your recorded vote to less than 75%.

2 hours ago, Gary Novosielski said:

In some organizations, "difficult" means having an opinion.

Or at least one that differs from MY opinion.  😊

42 minutes ago, Transpower said:

Simply exchanging emails or texts is not a good method.

I agree, particularly with the "simply exchanging" part.   But with addition structure, based on RONR as described in that cited article, e-mail meetings can work just fine, although not by any means as quickly as regular in-person -- or real-time video conference, &c. -- meetings.  Sure a lot less expensive, however.

Only if authorized in the bylaws.  Here's a link to an essay that shows how to set up and run an electronic meeting (for any purpose), via e-mail:

https://www.dropbox.com/s/g8w31eocwqx067h/E-Meetings 2012.docx?dl=0

You are indeed in a tough spot and it looks from here that you are doing as much as possible to gather up information.  Perhaps, when the (of necessity) sketchy minutes come up for consideration at your mid-year meeting, you could invite members to offer amendments to fill in blank spots to what you do have.  Announce ahead of time, in the call to the meeting for instance, that you will welcome amendments, and indeed folks could send them in ahead of time.  Allow extra time in your meeting schedule for reconstructing the minutes.

A couple of notes that might make your life easier:

1)  The names of seconders are not required in minutes so don't make a big push for them;

2)  The only thing(s) that are required in the minutes (aside from some administrative matters) is/are the text of motions that were made and disposed of (adopted, defeated, sent to a committee, &c.):  no debate, no "support statements", no "statements for the record", no extensive committee reports, no officer's reports, just the bare bones of "what was done, not what was said".

Take a look at page 468ff for more details.

1 hour ago, Josh Martin said:

I also concur with my colleagues that the assembly may order comments to be recorded in the minutes in a particular case,

And if you do, be SURE to get those comments written out, by the author of the comments.

Otherwise you will get endless "That's not what I said", "Oh, yes it is" arguments when the minutes come up for approval next meeting.

3 hours ago, Guest Sandra said:

Thanks, guys. It's after midnight here, and I'm trying to let what you've told me sink in. Looks like we might have been doing things all wrong for 183 years. When I get a grasp of this (tomorrow when I'm more awake),  I will be back to clarify some things if you don't mind.

Well, you are in numerous, if not good, company.   But don't worry about the past:  Since no points of order were raised about past errors in a timely manner (see page 250) the results of those sullied votes stand.  Just go thou and sin no more.

More than likely, there is far too much unnecessary stuff in those minutes.  There should be NO transcriptions of debate, or news items, or committee reports, or general discussion, or "opinions" AT ALL.  All they need contain (other than some administrative material) is the text of motions adopted, defeated, or otherwise disposed of.  the tl;dr version is "Include what was done, not what was said."  See Page 468ff.  If the meeting does not adopt (&c) any motions, the minutes will be real short.

But in answer to your question: Yes, it is proper to distribute your novels ahead of time to avoid lengthy reading in the meetings.

On 9/30/2017 at 1:19 PM, Gary Novosielski said:

Sometimes that can get a little questionable when the of such-and-so body doesn't appear to add anything.  But in this case I think it's clear that what's meant is a 2/3 vote, and that it must occur in each of two different bodies.

Granted, the "2/3 vote" interpretation of the phrase "a 2/3 vote of the members present" was most likely the intent of the authors of the bylaws, NOT the "vote of 2/3 of the members present:" interpretation. But it isn't 100% sure in the light of RONR page 589, lines 34ff (which spill over to the next page).

Although the additional "of such-and-so body" indeed doesn't appear to add anything (because who else could be voting but the members present), appearances can be deceiving.  The cited text from page 589  asserts that it does "add something" and it behooves us to figure out just what is added.  The only logical thing would be to cause the "vote of 2/3 of the members present" interpretation to be the correct one.

Because of the ambiguity, it is really worthwhile getting the words in the bylaws to confirm to one of the two standard wordings on page 403:

Either "a 2/3 vote" (or "a 2/3 vote of the members present and voting")  OR  "a vote of 2/3 of the members present" should be the phrase placed in the bylaws, NOT the potentially confusing "a 2/3 vote of the members present".  The association can amend the bylaws to do the job right, once it figures which interpretation is really wants.

3 hours ago, Joshua Katz said:

The "until their successors..." language permits removal from office upon a motion, rather than through a disciplinary process. Notice is required. [Emphasis added] However, that motion must be adopted by the assembly which elects them, presumably the membership. Thus, it seems to me that it is out of order to try to remove officers at a board meeting, unless the board elects itself, notice aside.

Not exactly.  A notice is required only if you want the vote to remove to be adoptable by a majority vote.  With no notice a 2/3 vote (or vote of the entire membership) is sufficient. Page 574.

First a background question for Sheri:

Do your bylaws authorize absentee voting, which is clearly what you were up to since you were taking a vote outside of a real-people-in-the-same-room meeting?  If not then the whole works is invalid -- RONR, p 97ff and 423ff.

I'll bet they don't, because if they did, that authorization should include instructions for taking care of the amendment problem you ask about.

If your questions pertained to goings on IN a (real) meeting and you followed RONR, he answers would be

1)  No.

2)  Yes, you would vote on the amendment then vote on the possibly amended main motion. (Debate appropriate at each step.)

It is possible to have online (Internet) meetings that follow RONR in the basics, although they may be a bit cumbersome.  here's a link to how to do it:

https://www.dropbox.com/s/g8w31eocwqx067h/E-Meetings 2012.docx?dl=0

We can save the debate about "withdrawing" an endorsement vs rescinding it for another time.

I agree about changing the paint color before it is applied, but suppose the committee had already bought the orange and green paint (custom mixed colors so cannot be returned for credit) then amending the colors would involve an additional expense (white/red paint) -- that goes beyond "amending" it seems to me.  Including the additional cost in the amendment (orange/green to white/red) would go beyond the scope of the original motion. So I suppose a 2/3 vote could do it.

1 hour ago, Setemu said:

disagrees with a particular action already taken in accordance with that charge...

If however, that action cannot be undone (the gazebo is painted, the political endorsement has been publicized, &c), "countermanding" isn't an option. Page 308.  And it is presumably out of order to make such a motion.

A motion to (re)paint with a different color or formally withdraw or repudiate the endorsement is just a new main motion, not a rescission of something previously adopted.

A guess here:  I presume that the Exec Board has, at some point in the past, set up a schedule for when it meets ("First Tuesday of every other month" or the like) and this is codified in a set of Board Standing Rules (or a "Policies & Procedures" manual).  That makes those meetings "Regular Meetings" per RONR's definition of the varieties of meetings. See page 81ff.

Ah, we are on the same page (of seven hundred and sixty eight!).  I shudder at the thought of how many the 2020 edition will contain.

What I guess I was objecting to was your words "nothing has been replaced".     An amendment does commonly replace something (or strike something out) and can, indeed, "replace" the entire main motion, as a "substitute".

It is convenient to think of "amendments" as manipulating the words, or chunks of text, of a motion, exclusively  The "meaning" of what you are doing in making amendments sort of just goes along for the ride.

2 hours ago, Joshua Katz said:

before returning to the main motion (so that we know what the main motion says!) but nothing has  been replaced.

Well, sorta.  If the amendment is to change a word (or number, or whatever) in the main motion, and the amendment is adopted, the new word (number, whatever) is what is now IN the main motion -- the old word (&c) has been replaced by the new one.  But ALL the rest of the original main motion is unchanged.  Then you go on to discuss the further merits of the (now amended) main motion with NO further reference to its original version.

2 minutes ago, J. J. said:

I would suggest a main motion "that the assembly go into a committee of the whole to consider (the subject)," if you want to have discussion.  See p.168, especially the last paragraph.  Note that the committee of the whole is not obliged to recommend a motion to the assembly.

My difficulty with that is one goes into a committee of the whole to discuss a pending motion -- that is exactly what Guest Sheri says she does not want to do. That is what p. 529 says, too.

7 minutes ago, Guest John Rochard said:

What now?

Check the bylaws to see how vacancies (in this case two of them, obviously) are filled.

Let us know what you find (if possible please quote the exact (relevant) words of your bylaws) and we can help you with any next steps that might be required.

4 hours ago, Guest controversialcabbage said:

Are there any other ways one could legitimately halt this motion that I can prepare for?

You, or anyone, could simply move to Adjourn the Meeting.  You can do that any old time.  If a majority want to drop the whole matter and go home, that will do it.  (Until next time...)

Or perhaps just "in gross".  Multiple page references; check the index, page 689.

We don't do law requirements here, but RONR, and parliamentary procedure in general, has no such mandate. 

Yes, but has he read it?  (Sorry, that was just too easy to pass up.)