Weldon Merritt

Do you have any document that defines all of that, even if not called "bylaws"? If you do, how and by whom was it adopted? And if there is no such document, my initial questions stand. Do you perhaps have Articles of Incorporation?

Are you saying that you have had no bylaws for the past 20 years? Then how do you know how many officers you have and who they are? And how were they selected? For that matter, how do you know who your members are?

That doesn't mean that you have to accept.

I do.

Another way to look at it is that if all three were absent, the bylaws could not reasonably be interpreted to mean that no one else can chair the meting as chair pro tem. And if all (or any of them) are present, but refuse to preside. the assembly likewise cannot reasonably be presented from electing a chair pro tem. The only question is (as Mr. Gerber suggests) is whether the officers or should, be disciplined for neglect of duty. They may technically be liable, but if the assembly is OK with someone else presiding, then presumably no one will initiate any such action.

Was the 3-year old More accurately, the bylaws copy that you (should) keep for distinction to the members should be updated. The actual bylaws language os in the text of the motion as adopted. I hope that the minutes in fact include the text of the amendment, and not just smoothing like, "the proposed amendments were adopted,"

Because Amend is a higher ranking subsidiary motion than Postpone Indefinitely.

Not unless the bylaws give him that authority (which seems unlikely). He may be correct in thinking that the actions are null and void (I obviously have no way to know), but he does not have the authority to unilaterally make that determination. That would have to be done by the board at a properly called meeting.

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Yes, that is an interesting one! I've never claimed to be a good typist(or proofreader).

Oops! Goofed again! 😄

There are a few other instances where the negative vote is "intrinsically irrelevant" and is not taken, as explained in RONR 4:35. But those are rare instances. And like Mr. Elsman,

Amen to that! IMO, anyone who joins an organization without learning its rues and demanding that they be followed gets what they deserve. That's not to say that they have to know every nuance of the rules in minute detail, but they should at least know enough to be able to tell when the leadership is not following the most basic rules.

Follow then now! The fact that an organization has not followed its bylaws in the past certainly does not give them them the right to continue not following them. Depending on the nature of the previous violations, there may be various remedies available to the membership. But we would have to know more about the specific violations to provide any advice on what might be done.

Why indeed! And that question could well apply to a good portion of the questions we get!

Well, yes. There is that situation. But as you say, "that is a different topic."

Absolutely not! A failure to vote (an abstention) is not counted as a vote for ether either side. Under certain circumstances (if the required vote threshold is a specified portion of all members present or of the entire membership) an abstention may have teh the same effect as a negative vote' but I know of no circumstance where it can have the effect of an affirmative vote. Unless, of course, your organization has a bylaw or special rule of order to that effect, but I'd be willing to bet that you don't.

IMO, even if 10:47 was applicable (and I'm not convinced that it was), a Point of Order would have to have been raised at the meeting where the vide took place. Walking out is not a proper Point of Order. Further even if they were correct about the application of 10:47, that certainly does not mean that 'no one is eligible to call a meeting to order." Such a claim is patently ridiculous! The only way to have the motion declared invalid is at a meeting, so someone has to convene the meeting before they can even have their claim considered.

The best thing to do, if the bylaws are ambiguous, is to amend them to remove the ambiguity. But if that is not possible before the meting at which a vote is to be taken, then the chair can make a ruling, but the ruling is subject to appeal . Then the assembly will decide.

Hold on! If I read your original post correctly, the chair already declared that it lost, and either there was no formal Point of Order, or if there was and the chair ruled it not well taken, there was no appeal. If so, the result declared by the chair stand, even if it was incorrect. The proper remedy no is for someone to make the motion again at another meeting.

No, because:

I initially misread the question as saying that no-notice amendment could be adopted with a 90% vote. That's hard enough to achieve, but a 99% vote would (IMO) be virtually unachievable except for an very non-controversial amendment. Indeed, for any number of votes less 100, 99% is effectively equal to 100%. Even if you had 1000 votes cast (highly unlikely for most organizations), no more than ten could vote in opposition, or the motion would fail.

Nether the board nor the general membership may suspend the notice requirement. But if you want to risk it, you can forge the usual notice and hope that at least 90% 99% will approve the no-notice amendments. Personally, I wouldn't risk it except for an important amendment for which the need was discovered after the 30-day notice deadline.

What do your bylaws say about the composition of the board of directors, and how are the members and officers chosen?

An incorrect announcement of the result would not be grounds for "nullifying" the vote, regardless of how strong the proof might be. For that error, a Point of Order would have to have been raised at the time of the announcement.