jstackpo

Your discomfort is entirely justified  --  the board cannot, on its own, change the rules.

However, two questions:

Did the association's members actually amend the bylaws to incorporate Robert's Rules (RONR) into them with the sample bylaw provision on page 588, or something much like it?

Do the Board members realize that RONR already HAS rules built in (page 487) that are specifically for small boards?  What (new-?) rules does the board wish to propose?

Oops, that was three questions  --  sorry!

Right...  and the ambiguity arises because of the rule on page 589, line 34ff, stating that "There is a presumption that nothing has been placed in the bylaws without some reason for it".  So there is (?) some reason for including the "of the members" phrase, but what might it be?  About all I can think of is that it supplies the "what" in the question "2/3  of what?"  

So leave the phrase out or else supply the complete one: "a 2/3 vote of the members present and voting", as shown on page 402, line 29.

Fair enough.  The main point is that the phrase "2/3 majority" simply should not be used.  "2/3 supermajority" seems (marginally) OK, however.

Your problem is the same as many organizations have which don't use the precise language defining a vote threshold requirement as found in RONR, page 402 ff.  As you point out it might mean a "2/3 vote" in the defined sense of page 403, or it might mean a "vote of 2/3 of the members" as also defined on page 403.

Once your membership figures out what meaning the prefer, amend the bylaws. That is the only way to fix the problem.

(And the phrase "2/3 majority" isn't much better - mathematically that one means "2/3 of more than half" which works out to "more than 2/6", or "more than 1/3". I don't think you meant that, but that is what it says to someone who is strict with multiplying fractions together.  And I'll bet you thought you were done with multiplying fractions in about the 8th or 9th grade.)

Just to avoid possible confusion, if someone doesn't like just one or two of the NomCom's choices, there is no need to nominate (another) complete slate.

In effect, each office is a separate election - you don't, or shouldn't have to, vote for the whole slate all at once but you vote for each individual candidate for each office.

If you are electing members to a board, you get to vote for however many positions there are to fill, but you can put in your own names anywhere in the list.

18 hours ago, Josh Martin said:

I would place a blank where the topic would go and explain in the notice that “The topic to be inserted in the blank will be determined based on feedback from the members and shall be one of the following five topics (list them).”

P'raps the notice should read "shall include one of..." rather that "shall be one of...".    This will remind folks that other options could be offered to fill the blank -- I don't see that the notice precludes additional [fill the blank] options.

Amending the bylaws to "eliminate" lifetime members seems a much better way than others I can think of.

And I suppose the (new to the 11th ed.) paragraph starting at line 30, page 347 (particularly line 35 and the top of page 348) is what allows the assembly to tip-toe around the rule that clearly states that (other) business cannot be done at an inquorate meeting.  Electing a Chairman pro-tem is certainly other official business, but it is NOT listed explicitly as one of the things you can do in an inquorate meeting. However, it would be, obviously, "related to ... the conduct of the [inquorate] meeting", so OK to do.

Since the committee is making only a recommendation, it will be up to the voters to decide whether or not to vote for the candidate who was improperly placed on the committee.  Did the committee include him/her in its selection of candidates in its report?  There will (should) be a chance to make nominations from the floor when the election process gets under way.  See page 435.

At any rate, done is done so just do the election.

Next time use "Postpone" and maybe someone will be sufficiently impressed by your (newly learned) parliamentary language to second (or even vote for) your motion.

FWIMBW however, the president can still preside (as a non-member of the Board) provided that the bylaws say he does, or the Board members want him to.  Some outfits have bylaw provisions for a "Chairman of the Board" who presides, commonly as a member, over meetings of the Board.

The possibilities for confusion are endless.

Your decision(s) can (and most probably should) be spelled out in a proviso that is adopted right along with the new combined constitution (RONR calls that single document "Bylaws") at the meeting where the new replaces the old and the merger is consummated (See page 561 for useful details.) 

The proviso can contain all sorts of "transition rules" to describe how to get from 3 to 1.  See page 597.

Adopting a proviso assures that a majority of the members (a majority, anyway) agree on the steps, rather than having something handed down from above.

Lets start with #4:  are electronic meetings of the sort you describe ("con call") authorized in your bylaws?  If not, then the con call decisions are null and void.  See page 98.

Well, since nominations do not require seconds in the first place (p. 432), the question seems moot.  RONR (same page) rules one nomination per nominator but then allows a second (or more) nomination after all others have made their nomination.

Whence came the OP's original citation?   If it from his bylaws, they should be amended for clarity, probably by striking the rule out.  Never pays to try to write your own rules when RONR covers the situation

Actually, neither.   

RONR allows someone to hold two offices (has only one vote in meetings, however) (page 440) and certainly does NOT require the nominee to resign a currently held position to run for another.

It is common (and your rules may require it - check them, see p. 585) that, if he wins, he would tender his resignation from the "old" office.

Seems straightforward and clear to me... except:

This provision:  "Members not present in person or by proxy at the meeting considering the amendment may express their approval in writing."

Suppose, as is perfectly proper, a proposal to amend the bylaws is itself amended (majority vote sufficient) in some manner during the course of the discussion in the meeting.

Then what becomes of those "members not present" votes?  The are no longer addressing the original amendment. (There is no answer to this question -- RONR, page 423 says don't allow "mixed" voting like this.)

26 minutes ago, Druhan said:

Alright, thank you, jstackpo. That was helpful.

From your example, in my minutes would I put quotes around only “with...speed” and “when...aligned”? This is what I took you to mean.

P.s., you spelt my name wrong.

Yes, quotes.  

PPS:  The names have been changed to protect the innocent.

After the meeting, it is a very god idea to (re)publish the bylaws with all amendments to date included (and include the date, too).

Except I forget (and can't find a reference) whether or not any preamble "whereas" text gets carried into the minutes.

"Upon a motion by Secretary Durhan, the bylaws were amended in Article VI, Section 2 by striking out the words 'with all deliberate speed' and inserting 'when the stars are properly aligned.' "

A resolution might have a  "Whereas" or two (or more) but the minutes would read much the same, just including the Whereas(es)..

Section 2, in its entirety, sets out the hierarchy of rules, implying that "lower" rules cannot be inconsistent with higher ones.  Page 14, line 17ff, is a pretty clear statement in that section.

If the bylaws do not require (go check then right now) a ballot vote, you simply declare the single nominee elected -- no voting necessary.   Page 443.

See Chapter 20.  (It ain't easy!)

Anybody can raise a point of order if something egregious happens.  See page 247 and, if things get really bad, Chapter 20. 

If all else fail ask the NAP (which is where you got the study guide in the first place so that may not help much!).

Hmm, some years back I got the reverse answer (a majority could take up the postponed motion in an intervening special meeting) from Burke Balch.  And noted that in my book. 

So I'll let you and him fight it out for RONR/12.