Weldon Merritt

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.

That one's a real doozy! And about as far as could be from what I could have meant. I could almost swear that some of those typos creep in after I post.

i agree. And in fact, you don't necessarily need four in favor. All you need is more in favor than against. So. for example, if only three vote, two in favor and one opposed still adopts the motion. Assuming, of course, that a quorum is present and that the usual majority vote requirement applies (i.e., there is no rule requiring a majority of the entire membership or a majority of those present).

This has no bearing on the answers given by the previous responders (with whom I agree), but do your bylaws actually define the quorum as 50% plus 1? Or is it a majority (which is the RONR default if the bylaws are silent), and you are assuming that a majority is equal to 50% plus one? A majority is equal to 50% plus one if you have an even number of members, but not if you have an odd number. Example: Suppose your membership were 31. Im that case, a majority wield still be 16, but 50% of 31 is 15.5, and adding one you get 16.5. And since you (presumably) don't have half-members, that means your quorum would actually have to be 17. Bottom line: If your bylaws actually define the quorum as 50% plus one, I recommend amending it to specify a majority. Or even better, just strike the quorum provision entirely and let the RONR default control.

The typo demon strikes again! 😀

I think that is certainly possible. But I'm not sure if that's how I want to proceed. I may aske ask the board for theist their thoughts first.

Id If it's a voice vote or an uncounted rising vote, the secretary simply records whether the motion was adopted or defeated. If it's a counted vote or a ballot vote, the secretary records the number of votes on each side. Only of the vote is by roll call, which would be rare for most ordinary societies.

I agree with that view. But while my involvement in trying to further perfect the revision has been as an ex-officio committee member, I was certainly more directly involved in the original proposal when it was before the assembly at the last annual meeting. And that proposal is the one that will immediately be before the assembly when the committee reports. I guess I will see what the committee ultimately recommends and then decode.

Now that's an idea! 😄

I doubt I could get away with it. But it might be worth a try.😊

I was the chair of the bylaws committee at out last annual meeting, at which the committee proposed a revision to the bylaws, for which I was the primary drafter and proponent. During consideration, the revision was referred back to the committee with instructions to report at the next annual meeting. Then during our election, I was elected president. \When the committee (with aa new chair) reports at the next annual meeting, the revision will again be before the assembly, and the committee will then make whatever recommendations and motions it has decided on. My question is, since I was the main proponent of the revision, and argued for it at the last annual meeting, do I have an obligation to turn the chair over to the vice president during consideration of the revision? I may want to turn the chair over to the VP anyway so I can argue in favor of the revision, as I am not sure the new committee chair will be as strong an advocate. But it might go over better if I can legitimately cite RONR to say I am obligated to do so. The current bylaws, quite frankly, are a mess, so I really would like to get the revision adopted.

It doesn't seem confusing to me. I suppose there could be some scenarios where censure could be appropriate. But unless there is more to it than Guest Billy has told us,. this descent seem to me to be one of them. There is nothing wrong in advocating for your favored candidate. And how do we (or Guest Billy) know that the council would not have voted for that candidate anyway, without Guest Billy's advocacy?

Until you can amend your bylaws to say what you want them to day, you must follow what the currently say. So unless the bylaws themselves give you the option to do whet you are describing, you can't do it.

A board has only the authority granted to it in the bylaws. So if the bylaws do not grant the board the authority to do these things, then they can't. They can recommend these actions, but it is up tp the membership tyo accept the recommendations of not.

True. But if you do that for everything in the bylaws that depends on a term in RONR, you are likely to have very long bylaws. And there is always the danger that you will not get if quite right. I prefer to educate members on what RONR terms mean.

Darn! Typing and proofreading are not my forte!

I concur with Dr. Kapur. But although you didn't ask about the vote requirement, I feel compelled to point out that the wording of your Article IX is problematic. The wording could be interpreted to mean that amendments coed be adopted by less than a majority of the members present. Example: Say you have 10 members present. A majority opt of ten is sox six. And 2/3 of a majority (2/3 of 6) is four. So an amendment could be adopted by four votes, even if everyone else voted no! That, of course, seems absurd, and I'm confident that this is not what the drafters meant, but that is a lateral interpretation. And this is the sort of thing than can happen when a group tries to come up with its own language when the RONR language serves quote well. I recommend amending the provision to say either "a two-thirds vote" (which is the RONR-preferred term and means two-thirds of those present and voting) or "a vote of two-thirds of the members present" (which has the effect of making abstentions the equivalent of a negative vote, if that's what you really want). In neither case is the term "majority" appropriate. A majority is one thing; two-thirds is another. (Obviously, two-thirds is a majority, but the converse is not necessarily true. Any fraction larger than one-half is a majority.)

Then how was the groups group established? And how do you know what officers you have? Or anything else about its structure?