Weldon Merritt

I suppose that would be enough to authorize it. But I would add something like, "in accordance with special rules of order adopted by the society." And then adopt appropriate SROs. You might take a look at the eNAP Unit's rules for chat room meetings at https://www.enapunit.org/about/enap-special-rules-of-order/irc-rules. As Mr. Martin noted, eNAP now uses Zoom, but we have retained the chat room rules in case we ever want to use that platform again.

If you want to be able to use an ordinary majority vote (i.e., a majority of those present and voting, with no other qualifications), then obviously, someone had to have given proper notice at the previous meeting or in the notice of the meeting. If no previous notice was given, then one of the other two voting thresholds must be met. But you don't have to decide which one to use. You simply count the votes, and if either is met, the motion is adopted.

Since the OP mentioned "amendment," I assumed the reference was to a bylaws amendment. Of course, it could have been some other amendment, but whatever it was, it apparently required a two-thirds vote.

Yes, they could. But I wouldn't recommend it. My first choice would be to remove the 5-meeting rule entirely and just let the electorate decide whether a candidate has been "active" enough to warrant election. And my second choice would be to just add a provision allowing the rule to be waived (maybe requiring a 2/3 vote).

It violates no rule in RONR. But since this is a Public Board, there very well may be restriction on whether something can be added after the agenda is posted. you would have to consult with the board's attorney, or some other attorney familiar wit the applicable statutes, about that.

Yes, I understood what you meant. But I think it is important to make sure that the person asking the question understands. It may seem obvious and trivial, but I believe precision in expression is important.

Well, you can't amend them. But you can propose an amendment, which the assembly may then adopt (or not, if they don't agree).

Whether floor nominations actually are prohibited would depend on the specific wording of the bylaws provision. It could be that the requirement applies only to those nominated by the Nominating Committee. For floor nominations to be prohibited, the bylaws would have to specifically say so. And even then, the assembly probably could still order that nominations be reopened at the election meeting. Further, even if the bylaws actually do prohibit floor nominations. that does not mean that write-in votes are prohibited. A write-in is, by definition, a vote for someone who has not been nominated. For write-ins to be prohibited, the bylaws would have to specifically say so.

Yes, with a few caveats: (1) If there is an applicable procedural statue that varies from RONR, the statute takes precedence. (2) The group may adopt Special Rules of Order that vary from RONR and that take precedence over the rules in RONR, as long as such SRO do not conflict with the bylaws, the articles of incorporation (if applicable), or an applicable procedural statute. (3) Many of the rules in RONR may be suspended for a specific purpose, by a two-thirds vote. (4) In most instances, if a point of order is not raisied (by a member) at the time a rule is violated, it is too late to do anything about the violation later. Effectively yes to the first half of the question, with the same caveats as noted above. As to whether any particular instance of a failure to follow the rules would result in an act being ultra vires, that is a question better asked of a qualified attorney.

I concur with Mr. Martin. But I also note that unless your bylaws specify a different voting threshold for amending them, the amendment will require a two-thirds vote. So it is conceivable that you could get less than a majority on a motion to postpone indefinitely(causing that motion to be lost), but then still get less than two-thirds in favor of the amendment (causing it also to be lost. So you an effectively can get two shots at defeating the amendment.

So what is your question?

For an NAP referral, which lets you search by state, go to https://www.parliamentarians.org/prp-search. For an AIP referral, go to https://aipparl.org/find-a-parliamentarian. I don't see a way to search by state there, but it won't take long to scroll through the listings.

Probably so. An IMM is handled procedurally the same as any other MM. The only significant different is that an Objection too Consideration of the Question can be applied to an original main motion, but not to an incidental main motion.

Maybe so, but I believe 57:19 comes into play only when a bylaws amendment has been adopted, and that amendment necessitates the types of changes that 57:19 addresses.

How would the position of "Chief Operating Officer" (or any other position) be established if not in the bylaws? Especially if a committee established in the bylaws includes that specific position? I suppose there might be some positions that are established outside the bylaws (such as by a standing rule). But it doesn't seem very likely to me that a position not defined in the bylaws might be included in a committee established by the bylaws.

Unless this is some sort of public body (e.g., school board or city council), you don't need to some our of executive session to take a recess. Just recess, and the reconvene, all in executive session. If this is a public body, the answer may or may not be the same, as there may be statutes or other governing rules that would take precedence. So in that event, you may need to check with the board's legal counsel.

Well said, and I totally concur.

Once the motion was stated by the chair and debate began (and especially after it was adopted), who secnoded the motion, or even whether it was seconded at all, is immaterial. If that person's vote made a difference in the outcome (e.g., there was a one vote difference between the ayes and nos, or the vote was tied), and the person indeed was not a member, the vote is null and void. Otherwise, the result stands. It won't make any difference to my answer, but I am curious why no one apparently knew that the person was not a member.

Exactly! So why are you trying to use one to argue use of the other?

I don't buy it. The member is not seeking to change the method of voting, just how a specific vote is recorded. However, I will say that I don't find your interpretation unreasonable. If there is a difference of opinion in the assembly, it can be resolved by a Point of Order and Appeal.

True. I overlooked that fact/ But it doesn't change my opinion of the propriety of a motion to record an individual member's abstention.

I think we are. And if the member's goal is to have the abstention of a single member recorded in the minutes, I see nothing in RONR that would prevent the member from achieving that goal. The assembly could prevent it by voting against the motion. But I don't see how the motion would violate any rule in RONR.

I agree that there is no need to suspend any rules. And I also agree that it would be preferable to move (before the vote is taken) to have a roll call vote. But I disagree that a motion (after the vote) to have a specific member's abstention recorded would be out of order. RONR specifically says that matter not normally included in the minutes may be included by majority vote at the time the minutes are considered for approval. I personally would vote against the motion, unless it was made by the member who abstained (and maybe even then unless that member articulated a good reason), but as chair, I would not rule it out of order.

Well, yes. But that assumes that the entire board is willing to falsify the minutes, and then agree to cover up the falsification. That's why I said they can't legitimately omit the first motion. An assembly can do all sorts of improper things if they are willing to ignore the rules.

True. I didn't think of that.