Bruce Lages

You don't. If it didn't happen in a meeting, it doesn't belong in the minutes. If this person is declared ineligible and replaced on the committee at the next board meeting (which is where such action should take place), it will be noted in those minutes.

Can you quote the exact wording of this particular bylaw provision?

While cause may not need to be stated in the call for the meeting, it is not likely that 2/3 of the members present at this special meeting would just vote to remove a board member without some idea of why this action is considered necessary.  Those who want these board members removed had better be prepared to state their case when the resolution is presented if they want to succeed.

Edited to add - reference to two directors, not one.

1 hour ago, Hieu H. Huynh said:

Why couldn't the notice be included in the call of the February meeting?

It certainly could if such notices are sent for regular meetings.However, if the society's meetings on the first of each month are prescribed in the bylaws, then no notice of each regular meeting is required. [At least that is the way I read the first paragraph on p. 89.] But even in the absence of a required notice of meeting, nothing would prevent the member from requesting that the secretary send out a notice of the member's intent at the next regular meeting to introduce a motion that requires previous notice.

Presumably you all knew what you were rescinding, but I'd strongly advise that more specific wording that "rescind December's motions" be used to rescind multiple motions (or even a single motion). Naming the individual motion(s) to be rescinded may require a lot more words, but it would leave no doubt about what specific actions are being rescinded.

Did the Board chair, at any time during either the initial ruling of out of order or the appeal of that ruling, explain the reasoning behind the out of order ruling?  I can't think of very many situations which would warrant ruling that giving notice of a motion would is out of order.

And note that there is - or should be - a big difference between "prepares the Board meeting agenda" and having complete control over the agenda. According to RONR, the body that is meeting has ultimate authority to decide what is on the agenda, regardless of who prepares it.

Whoever sends out the notice of the special meeting should probably have their name on it. RONR specifies that it is the secretary's job to send out such notices ( p.92, ll.28-p.93,l.2), but if for any reason some other officer sends the notice - it should come from an officer and certainly from someone designated in the bylaws to call special meetings - that person's name should probably be on it.

Special meetings do not normally approve minutes of previous meetings (regular or special). If you want to do so, you absolutely need to include that in the call for the meeting.

It  shouldn't be possible to find out how everyone voted in a ballot vote - other than the number of  votes on each side. Ballot voting is intended to be secret ballot voting. Do you have some non-secret way to do ballot voting?

Once an appeal is made and seconded, the decision automatically goes back to the membership. It's only after the appeal and second that the arguments for and against the chair's ruling begin. If you made the ruling as chair, then you can speak first to give reasons for your ruling. Every other member who wants to speak can speak only once, and you as chair can speak a second time if you wish. The assembly decides whether to accept or reject your ruling. The vote on an appeal is whether the decision of the chair should be upheld - a majority in the affirmative or tie vote upholds the ruling.

But just be aware that no reason needs to be given to force an appeal - only a motion and a second.

The assumption in my statement that you quoted third is that this is a special committee formed by the membership.

I think you're largely on your own here, since RONR doesn't address the issue of two separate bodies having to approve the same motion. For what it's worth, in most ordinary organizations, the general membership is considered the superior body to the board, and can rescind or amend decisions made by the board in all cases in which the bylaws do not give the board exclusive authority. Whether that applies to your specific situation, however, is something your organization is going to have to decide.

2 hours ago, Guest D Barber said:

Second part of this question is related to the chairman.  According to the executive in charge, this person has been the chairman of the constitution committee since 2012.  It is my understanding that per the Rules, if there is a change in the executive body, which we have had yearly elections, any committee chairman positions are dissolved.

Your understanding is not completely correct. RONR, 11th ed., p.490,l.34 - p.491,l.3 states that normally the members (not just the chairman) of any standing committees serve for a term corresponding to that of the officers, unless the bylaws or other rules say differently. But based on your statement that this committee was formed from the general membership, it sounds like this is a special committee, not a standing committee. Members (including the chair) of special committees serve until the committee completes its assigned work, is discharged, or the members are replaced by whichever body appointed them. In addition, if this committee was formed by the general membership, changes in the board would have no effect on the committee membership.

5 hours ago, Rev Ed said:

Wouldn't that depend on whether or not the member's vote would have affected the vote.  For example, if the motion passed by two votes, then one member being unable to either attend the meeting or to vote at the meeting would not have affected the outcome of the motion.

As for members who were not 'allowed' to attend a meeting, because of not receiving proper notice of the meeting, wouldn't that create a continuing breach, and result in the entire meeting being considered invalid upon an affirmative ruling on a point of order, independent of the results of any vote(s) taken at the meeting?

From what you've posted, it seems that it is the director positions that have three-year terms, not the officer positions. If there is an organizational meeting of the board which occurs every year, at which the only order of business is the election of officers, the term of office for the officers must be one year.

I don't really see how the motion to discharge a committee would force the vice president to present all of the debate ideas.

If these penalties are financial in nature, then they must be authorized in the bylaws. A standing Rule is not sufficient.

Answer One - The procedure was proper if it was completely in accord with your rules on budget approval.

Answer Two - Unless your rules require a greater threshold, a majority vote would be sufficient according to RONR.

Answer B - No, not according to RONR. The motion to Amend Something Previously Adopted requires a 2/3 vote without previous notice, a majority vote with previous notice, or a vote of a majority of the entire membership.

I got the impression that Guest wotd wasn't asking about scope of notice issues with previously published bylaw amendment proposals, but whether the first quoted bylaw statement allows for a new amendment ( "changes") to be proposed and voted on at the same meeting - if the meeting satisfies the conditions set forth in that same quoted bylaw.

44 minutes ago, Daniel H. Honemann said:

My best guess is that Robert J. will eventually disclose that the bylaws provide for election by plurality vote, and that a ballot vote is required even if the number of nominees is the same as, or less than, the number of board positions to be filled.

The last part of your statement is what I believe Robert J's organization's election rule that a nominee must receive at least one vote to be elected is meant to ensure, i.e., no election by acclamation allowed.

As a semantic point, what you have listed are methods of voting. Each individual's response within one of those voting methods would seem to me to be a vote cast. Is there something more behind your question?

I'm not sure that the rules for special meetings apply to committees, since they usually meet as needed, at the call of the chair, or otherwise on their own schedule. Even if the committee sets up a regular meeting schedule, I  don't think anything in RONR prevents them from calling additional meetings.

No, not by any rule in RONR, but it might be out of order if your own rules give the executive board the sole authority to propose motions to the general membership. However, if the executive board chair had already made his motion, and it had already been seconded, then making any other main motion at that time is definitely out of order. 

Furthermore, even if the executive board's recommendation was considered and defeated, it might still be out of order to then introduce the motion that failed in the executive board - unless that motion was sufficiently different from the just-defeated recommendation so that it did not present essentially the same question.

If  there is no limit to the number of members who can be on the committee, why do you need to hold an election?

You gather correctly that RONR does not require seconds for nominations. But there is also no mention anywhere in RONR of "a motion for support" for nominations. So I'm afraid you're on your own on this one. Do your rules actually require a motion of support for a nomination, and define what such a motion is?

Nothing in RONR would invalidate the election of the chair because of an error in the nomination process. Assuming the person elected is qualified for the position, the election would stand.