Gary Novosielski

Well, yes, but they're talking about changing their rules. In the first place the Bylaws Committee should not have the power to kill the amendment. Committees return matters referred to them, in the original form, along with recommendations for approval, with or without additions, deletions, or other changes, or, in this case a recommendation that the amendment be rejected. They don't have the power to remove the membership's right to consider an amendment because they don't like it. They report to the membership, they don't rule the membership. RONR does indeed address the issue of floor nominations. If the rules in RONR apply, after the Nominating Committee presents its report to the membership, the chair must open nominations from the floor, for each office in the order that they are listed in the bylaws. The process for that is simple, The chair announces, "Nominations are open for the office of President" A member calls out, "I nominate Alan Smithee." The chair responds, "Alan Smithee is nominated. Are there further nominations for the office of President?" And so on.

There is no logic to it and it violates the rules in RONR. A fairly rare but remarkably persistent misconception exists in some organizations that since since abstentions are deemed to acquiesce in the outcome of the vote, that they are somehow an approval of the motion. They are not. They are merely an acceptance of the decision of those who vote, which may be approval or rejection. On the other hand a few organizations claim that since they are not Yes votes, they must be No votes. In fact, abstentions are not votes at all, and should never be called for, counted, or included in deciding the results of a vote. They are simply ignored.

I think the delegates were being instructed, not elected. And I don't think delegates are considered officers.

Then going back to the original question, such committees typically have no power to take action, and so reversing such actions is not something that comes up. Committees make recommendations to the parent body which is free to reject, adopt (in whole or in part), amend, or completely ignore the suggestions. I think if you were to supply a more detailed description of this scenario, we could be of more help.

Perhaps there was a not-hole in that question..

I'm still unclear whether a special rule was adopted or an existing rule was suspended. This meeting was not a convention, if I read the original post correctly. And such a motion could not be moved if the question in question was the election of officers, as any rule allowing election by less than a majority must be in the bylaws, if I'm reading that right.

It seems to me that proposing structural changes to the organization goes beyond the typical charge of a search committee. Also, I wonder is the Executive Director position described in the bylaws? If so, any motion to create co-positions would be out of order, as it conflicts with the bylaws. Of course there could be a motion to amend the bylaws, but that typically has its own specialized rules for proposing and adopting amendments, and a general statement that the EC can carry on business between meetings is not enough to grant it the power to change the bylaws. Fortunately, the motion was defeated, but it should never have been put to a vote to begin with. I think it would be difficult to find any of the members here who would recommend co-anything positions for any office. I would certainly advise strongly against the idea.

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But we do not know if the special rule was adopted by either: a 2/3 vote with previous notice; or, a majority of the entire membership. If it was not, then it may be too late now to raise a Point of Order, but it would be a stretch to say that it was exactly correct. Is there a different threshold for rules of limited duration? Note: This response was stuck in the editor overnight.

It is true that a non-member cannot vote under any circumstances. But neither does a non-member have any right to speak, or for that matter even to attend, a meeting. If the rules in RONR apply, non-members may be allowed to attend, with or without permission to speak, by majority vote of the body that is meeting, as long as speaking does not constitute debating on a motion. In order to participate in debate, it would take a 2/3 vote to suspend the rule against non-members speaking in debate. In some organizations, general members are granted the right to attend board meetings, or to be heard, but such rules would be found in the bylaws or regulations that apply to those types of organizations, for example, school boards, municipal councils, or homeowners associations.

The possessive is correct before a gerund. Consider: Whitaker did not like the woman standing in front of him at the parade. Whitaker did not like the woman’s standing in front of him at the parade.

If this is a state-established Board of Public Utilities, then it is a virtual certainty that there are statutes and regulations that apply.

I would support the use of the possessive in that instance, without a moment's hesitation.

Tie breaker provisions are unnecessary because the rules are clear that a tie vote is less than a majority and simply fails, like any other motion that does not receive majority support. But some bylaws say that the chair can break a tie, or sometimes that the chair can only vote to break a tie. These rules, inadvisable as they may be, if they are in your bylaws, must be observed. If the rules in RONR apply, then in large assemblies, the chair only votes when that one vote could change the outcome (either way), and presuming the chair wishes to change the outcome. If the chair had been present, and had voted, and there was a tie (possible if abstentions occured), then a tie would still fail. The chair does not get a second vote. The fundamental principle of one-person-one-vote still applies. The question most certainly should not be held for absent members, not even the Actual Chair Person (a quaint title).

At the AGM, the body that is meeting is the general membership. The board is not in session and plays no role in the meeting, though typically the president still presides, and the secretary still records. However this is not a board meeting. Board members, if present, are present as general members only. At the other meetings, which are board meetings, the board is free to restrict attendance and participation to board members only, unless your bylaws have special provisions to the contrary.