Weldon Merritt

There are a lot of other things that many (not so sure about "most") ordinary societies get wrong. The remedy is better education; not making RONR conform to these erroneous practices. And noting in the footnotes takes that right away. If the voters are ignorant of their right to continue voting for a dropped candidate, that is again a matter foe education. Whether some, or even most, ordinary societies handle "run-offs", the rule is clear. Again, the remedy is better education, not changing the rules. I believe your argument "falls to the ground" regardless. You're certainly entitled to "wish" all you want. But every form of preferential voting has its own problems, too. The late Dr. John Stackpole (if I recall correctly) once gave an excellent workshop illustrating why every form of preferential voting sometimes yields anomalous results.

I don't know about our relative "pay grades," but I have looked at the footnote multiple times, and I have no doubt that it is correct. Note that it says only that you can drop someone from the list of nominees. It explicitly states that even if dropped from that list, they remain eligible for election by write-in. Only a bylaws provision could make them ineligible.

See RONR (12th ed.) 21:2-3.

My apology. I see hat you already did start a new thread.

Guest Feb E, please post your question as a new topic. This thread is six months old.

Nobody said that. The recourse is to attempt to create an accurate set of minutes that properly reflect what was done, as suggested by Mr. Huynh. Then create an accurate copy of the bylaws based on those minutes.

"One" may do so only if the bylaws give "one" the authority to do so. If the annual meeting is call to order at the scheduled time, the assembly may set an adjourned meeting for a date 30 days later, if they want to do so, and then adjourn the current meeting.

Maybe between :should never" and "should never ever."😁

Yes, so long as the board quorum was a majority (which, as I recall, it is). As soon as the three members had resigned, the quorum would have instantly adjusted to be a majority of three, rather than a majority of seven.

I agree that this is a very unusual situation. But if an organization cannot be expected to consider the possibility of such an unusual circumstance, why should the RONR authors be expected to?

Is it? Or is it a problem with the organization's failure to provide for such a possibility? The organization easily could have included such a provision in its bylaws. It's not the authors' responsibility to anticipate everything that could go wrong.

I doubt "tak[ing] action to get a quorum" legitimately can be stretched to include filling a vacancy. Especially when the vacancy won't exit until the resignations are accepted (which can't be done by an inquorate assembly). Face it; there is no solution to this problem within the rules. If the board proceeds to do it anyway, they may get by with it if no one challenges it. But let's not pretend that they are complying with RONR in doing so.

Maybe not. But to me, "should never" seems stronger than "should not."

"Never" is perhaps too strong a word. What RONR says is, "Although in organizing a new society it may be feasible for the chair to appoint the nominating committee, in an organized society the president should not appoint this committee or be a member of it—ex officio or otherwise." RONR 46:10. But it's "should not," not "may not." (But it's a pretty strong "should not," IMO.)

I think they would. But that's a different issue. The scenario this thread is addressing involves the acceptable of the resignations of four members of a seven-member board. If a motion to accept those resignations is adopted at an inquorate meeting, that motion is null and void until ratified, and the four resigning members are still members. This, the board quorum remains at four members. If none of the resigning members show up at the later meeting, then it, too, is inquorate, and cannot validly ratify the earlier action.

I agree. It seems self-contradictory. If removal is automatic, how can it be "at the discretion of the board"?

Well, I'm still not sure that it would be prohibited. But I certainly agree that it would be completely illogical.

Oh; ok. I should have read the sample bylaws and not just you post. But now I'm even more confused. How does removing an explicit prohibition on holding multiple offices at the same time lead to a conclusion that doing so is prohibited "by necessary implication"? Or are you just saying that the nature of the positions prohibits serving in more than one of them?

I can buy that. But I still don't see what a provision that "No member shall be eligible to serve three consecutive terms in the same office" has to do with it.

This is not an RONR issue. You need to look at any applicable statutes or regulations.

No, you had 14 votes total. Abstentions are not votes. And as Mr. Katz said, the motion passed, unless there is some rule that requires more than an unqualified majority. And assuming you had a quorum.

Ah, yes. A variation of the "not hole." An easy mistake to make.

That is not correct with regard to a secret (i.e., ballot) vote. In a ballot vote, the chair votes along with everyone else (unless abstaining).

I think it would be a standing rule, not a special rule of order.

Agreeing with Mr. Martin, I will add that there are some (maybe many) who believe that at a meeting of the general membership, board members, except for the chair and the secretary (and the parliamentarian if applicable) should not sit at the head table. The board, as such, is not present at a meeting of the general membership. Any board members who happen to be present are there as members of the assembly, just as any other members of the organization.