Weldon Merritt

No. Any issues relating to accuracy or appropriateness are resolved by majority vote. The fact that some members may think the content is inaccurate or inappropriate does not mean that the majority will agree.

The board can't do that in the first place, unless the bylaws give them that authority. Whatever process is specified in the bylaws for amending them must be followed.

I agree. And there is a very good reason for not doing so. Namely that until the treasurer's records are audited, the assembly cannot know that the report is accurate.

Mr. Novosielski seems to have overlooked that part of your question (or I missed his response to it), so I will answer it. Yes, you must call for nominations for all offices with terms that end this year, whether or not the incumbent is eligible and seeking another term.

I agree with Mr. Honemann that in order for the meeting to be properly called, the meeting must specify the business to be conducted. So if the purpose is not included, the meeting would not be "otherwise properly called"; it just would not be properly called at all.

This is, I suspect, one of the reasons RONR advises against requiring the Nomination Committee to nominate more than one candidate per position. I suppose the NC could try to find additional candidates that they believe have little or no chance of actually being elected (but are nevertheless willing too be nominated), thus abiding by the letter of the bylaws. My recommendation, however, is that they simply present the nominees they have, and explain that they could not find any other willing candidates. The fact that they are not in compliance with the bylaws requirement will not, in my opinion, invalidate the ensuing election. And then the society should amend that bylaws ASAP to remove the two-nominees per office rule.

You have a point. But on the other hand, any organization that believes the rule is necessary could adopt its own rule on the issue. Off the top of my head, I'm not sure of that would need to be a bylaws level rule or if a special rule of order would suffice.

I have a hard time imagining what motions for which a delegate is instructed to vote a specific way would be considered in executive session. I suppose it might be possible, but it seems pretty unlikely in most circumstances.

Not quite correct. If a motion conflicts with one previously adopted and still in force, it is null and void, unless it is adopted by the vote required to rescind or amend the previous motion. RONR (12th ed.) 39:5.

I was just beginning to type a response when Mr. Martin beat me to it. So instead, I will just say that I concur fully with his response.

Not exactly. Provisions that are "in the nature of a rule of order" may be suspended, even if they are contained in the bylaws. (24:7.) Otherwise, no (unless the provisions provides for its own suspension). So how do you know if a provisions "is in the nature of a rule of order"? RONR 2:14 provides the answer: "Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection."

Yes, that's true as well.

Just because something should happen doesn't mean that it always will happen. But the important point is that the omission of the mover's name does not invalidate the motion.

I concur. And even if the bylaws are interpreted to mean that a non-voting member cannot make a motion, if the member does so anyway, and the motion is seconded and debate ensues, it is too late to raise a Point of Order. I also can't help wondering what would be the point of even having a non-voting member if they cannot exercise any of the other membership rights.

I agree with the part about "[a]s many rounds of voting as necessary." But I'm not so sure about "who have received a majority vote." Guest Perc1 told us: If that is an accurate quote, it seems that Guest Perc1's organization uses plurality voting, and a majority would not be necessary.

All of that is true, but it doesn't address the question asked by Guest DerekJax.

I agree with Mr. Honemann (which I generally do if I know what's good for me). The lesson to be learned is when and how to appeal from the ruling of the chair

Agreeing with Dr. Kapur, I will just add that taking steps to obtain a quorum is one of the four legitimate actions that can be taken in the absence of a quorum (the other three being to Recess, Adjourn, or Fix the Time to Which to Adjourn). RONR (12th ed.) 40:7-8.

So far as RONR is concerned, you wouldn't have to go through an installation process even if an entirely new set of officers had been elected. In other words, an installation ceremony is merely a formality that has no effect on the validity of the election or when the officers assume office. Of course, if you bylaws require that the officers be installed before they assume office (an unwise requirement IMO), then that requirement would prevail. And it would apply to anyone elected to a new term, whether it is the same officer being reelected or a brand new officer. Finally, In my experience (for whatever it may be worth), most organizations that conduct installation ceremonies do it for reelected officers as well as newly elected ones. But that's just custom, and again does not affect the validity of the election.

Yes, I agree.

Your reference to "revisions" (plural), rather than "a revision" (singular) makes me wonder if you are using the term that same way that RONR does. So far as RONR is concerned, a revision is the substitution of a complete new set of bylaws to replace the old bylaws (even if some, or even a lot, of the provisions remain the same). So if notice was given for a revision, that amounts to notice that any or all provisions in the proposed new bylaws are open to amendment with no scope of notice restriction. But if the notice was for a series of individual amendments, then scope of notice does apply, and the amendment you are concerned about may have been beyond the scope, and therefore out of order. In your original post, you said that the member who moved the amendment "succeeded in forcing a vote on his proposed amendment, which passed on a simple majority." So how was he able to "forc[e] a vote"? Did anyone raise a point of order, or did the assembly just acquiesce to the force of the member's argument? If there was a point of order, how did the chair rule? If the was a ruling by the chair, was the ruling appealed?

If you want a legal interpretation, contact a lawyer. But from a purely parliamentary standpoint, I would say that "the Founding President" has been designated--in the bylaws.

I agree. But the key word is "applicable." Whether the city council has the authority to pass such an ordinance is an important consideration. I believe the advice of a competent attorney would need to be sought on that issue.

Assuming that the motion is one that requires a second (a few do not), and that the small board rules (under which seconds are not required for any motion) do not apply, what should happen is that the chair declares that the motion dies for lack of a second. But if debate actually begins, or any subsidiary motion is made, the absence of a second becomes irrelevant and the motion is processed just as if it had received a second. BTW, not only should there not be more discussion, there shouldn't be any in the first place until after the motions is made. This again assumes that the small board rules don't apply.

Your current bylaws already ensure that only those wanting to serve will appear on the ballot. As I previously stated, write-ins, by definition, are not listed on the ballot. (A space for writing in the names is, however, required.) If you want to disallow write-ins, the bylaws must specifically state that write-ins are not allowed. You certainly can do that if that's what you want. But I would caution you to be wary of the law of unintended consequences. Quite often, someone who does not want to put their name forward turns out to be quite willing to serve if elected, and may very well turn out to be a better board member than someone who might have just wanted the prestige of being on the board. And what do you do if not enough members have notiifed the secretary that they are willing to serve? I also note that unless there is some sort of coordinated campaign, write-ins seldom win an election. They may prevent anyone else from receiving a majority, but in that case, you simply vote again, as often as necessary, until someone does receive a majority. Finally, in the unlikely event that a write-in receives a majority, the election is not final until he or she accepts. So of the write-in really does not want to serve, he or she can decline, and you conduct another round of voting for that position. Bottom line is that there seldom are good reasons to prohibit write-ins on a ballot, and a lot of good reasons for allowing them.