Gary Novosielski

After that point? No,. But any specific actions taken in violation of the bylaws can be.

Yes, it is the action described, and noted as improper.

Check your math. The reason nobody mentioned it is that it is not so. The motion certainly did pass, because 20-10 is a perfectly valid 2/3 vote.

Well, in the section of RONR which I quoted, members who are participating as noted are considered to be present, and would count toward a quorum requirement, but since that motion does not comply, how can anyone be considered present? But in my view the motion is null and void, and I believe that a Point of Order that it is null and void, as it violates the bylaws should be ruled well-taken.

Certainly. The minutes should contain:

In my opinion, such a motion was not in order, since it violates the bylaws. But be aware that my opinion of your bylaws is essentially irrelevant since I am not a member. But I have this opinion based on what RONR says about electronic meetings: While your bylaws apparently do authorize electronic meetings, e-mail does not satisfy the necessary opportunity for simultaneous aural communication that would be afforded by a telephone conference or other electronic conference. In my view, a bylaws amendment would be required to allow so-called meetings that do not have the character of a deliberative assembly.

OOps.

It is true that in the circumstances noted, informal discussion can occur without a motion pending. It is also true that a motion to discuss is out of order. There is no conflict between these rules, since it it impossible to simultaneously have and not have a motion pending. Moving to resolve into the Committee of the Whole would work in larger groups, and does not violate the latter rule, since it proposes an action, namely that the Committee develop recommendations to the assembly on a particular subject. Usually a recommendation is in the form of a proposed motion that the assembly could ignore, approve, modify, reject, or otherwise dispose of.

Sure, I agree. My response was intended to cover a few of the other issues, mostly for future reference.

It is certainly proper to offer as part of the motion, a proviso that "and this change shall go into effect upon adjournment of the meeting at which it is adopted," if that is what is desired. But, if no such proviso is included, the change goes into effect immediately upon the chairs announcement that the motion is passed.

This is a question relating to what's called "Scope of Notice". It's a somewhat complex subject, but it does make sense. First, this is not an ''amendment to an amendment". What we call a proposed bylaws "amendment" is actually a Main Motion--a proposal to change the bylaws. Because such proposals require previous notice, any amendments offered from the floor must stay within the scope of the original notice, or they are out of order. If the offered amendment is in order, it requires only a majority to agree to it, but that does not avoid the final "supermajority" vote on the main motion as amended. It will require some study to understand Scope of Notice, but it may help to ask yourself this question: If any member had received the original notice, and decided that the motion was one that did not make it worth his while to attend the meeting, would knowing that this amendment would be offered from the floor have changed his mind, so that he might have decided to attend in order to defeat or support the amendment? For example, if I received proper notice of a proposal to give the 2nd Vice President the power to choose the color of the paint in the clubhouse game room, I might not find that important enough to show up. But if you offered an amendment that would expand that power to allow the 2VP to keep chickens in the game room, that could certainly change my mind. Such an amendment exceeds the scope of the notice, and should be ruled out of order. But an amendment to limit the color choices to a certain class of colors or to a list to be provided by the Building and Grounds committee stays within the scope of the notice, and should probably be allowed.

I agree with J.J. that ASPA may not be used as an end-run around any of the protections afforded by the original discipline process.

I'd also point out that this existing language in the bylaw seems ambiguous at worst and awkward at best. It appears to say that a special meeting is called by the affirmative vote of the members present, which I doubt is the intent. I think it could be remedied by adding two commas Any director may be removed for cause at any time at any regular Membership Meeting, or at a special meeting of the members of the organization called for such purpose, by the affirmative vote of a majority of the members present. or by moving the vote threshold Any director may be removed for cause by the affirmative vote of a majority of the members present at any time at any regular Membership Meeting or at a special meeting of the members of the organization called for such purpose. I also see that there is an article missing, and I question the wisdom of saying "at any time". Do you really want such a motion to interrupt the normal order of business? If so, there are already parliamentary ways to do so.

Probably not. So we have Motion 1 to amend the agenda. The only time Motion 2 would be in order is if it was a motion to amend the language of Motion 1. If it was truly a separate motion, like Motion 1, but amending something different, then the chair was in error by allowing the second motion at that time. He should have said something like, "There is a motion on the floor. Is there any debate on the motion to <Motion 1>", and only after Motion 1 was disposed of, recognizing members who wished to amend to agenda further.

When the president declares that the membership has no right to debate a bylaws amendment, it's time to get a new president, or at least censure the old one. Just sayin'.