Gary Novosielski

Could be, but since there are more reasons why it might not be approved than we can foresee here, I'd call it a bad idea.

That's bizarre. I can understand that loss of effective previous notice can change the voting threshold or even make the motion out of order if there's no longer any valid mechanism to adopt it, but I don't understand how it would become tantamount to a motion to Postpone Indefinitely. Assuming that "the motion" here refers to the motion to Amend Something Previously Adopted, then would it become tantamount to a motion to Postpone Indefinitely Something Previously Adopted? That's clearly absurd, since an adopted motion is no longer pending. But if not that, what does it propose to postpone? Itself? My head hurts.

No there's no truth to that. You can't rescind something that was never adopted. It's a little like asking for a refund on an item that was never purchased. Whoever is making this ridiculous claim, show them the citations noted above. There are a couple of other points worthy of note. Budgets are normally adopted by the full membership. It's not the sort of thing that the board alone would have the power to do. But see your bylaws for possible exceptions. The motion to Object to Consideration does not apply in this case. It's not a policy question, it's a procedural one. The motion is not "objectionable", it is simply absurd.and out of order. A Point of Order to that effect could have been raised without resorting to Object to Consideration. If that's actually a quote from your minutes, it appears completely improper. Minutes are a record of what was done--not what was said, not a list of unsupported assertions, or musings on what may or may not be in order. It should record motions that were made, what happened to them, any rulings and appeals, and that's about it. Refer to RONR (12th ed.) §48.

There is no such requirement anywhere in RONR. Individual board members have no power to order the secretary around. In fact, if the rules in RONR apply individual board members have no power at all, except when acting as a member of the board in a regular or properly called meeting. But see disclaimer below.👇

Agreed. The only time addintional qualification would be needed is if this provision were not intended to affect the current occupant of the office.

Yes. But pay close attention to @Josh Martin's answer. If you adopt this provision during your annual meeting, and it passes, the Secretary is instantly removed from office, which you may not want to happen in the middle of a meeting. Are your elections held during that same meeting, and if so, are they before or after the consideration of that bylaws amendment?

That occurred to me as well, If they wanted to be certain, they should have voted to dissolve it.

By way of proof that this is ambiguous, I would interpret it the other way. My fallback rule is that if "vote" immediately follows "two-thirds" as it does here, that it is a normal two-thirds vote, and what comes after that is merely a notation saying in which assembly the vote occurs. I interpret differently if the fraction is preceded by the word vote and followed by the word of, such as "a vote of 2/3 of the members present (or the entire membership)". I suggest you decide what you want, and amend those proposed changes before they are adopted.

No, that does not matter. See the bolded section of @Richard Brown's response above. As long as the vote count is known to be high enough, then the motion stands adopted. What sort of proof might be necessary is not specified in the rule. What's less certain is how we are to know what the vote count was if the vote was not counted but to the best of members' memories it was a significantly robust majority. People's recollection of how loud the Ayes seemed to be, relative to the Noes is not that clear and convincing, if you ask me.

It might well be. I'm just proposing it as a potential straw at which to grasp.

never mind.

That is why I am not suggesting forming a new society, which would mean a new set of bylaws, but rather having new applicants sign on to the old bylaws, which have already been approved by your umbrella organization. These new applicants would have to satisfy the membership requirements in your existing bylaws, and perform any other required actions. Without any members at all, you have no way to call a meeting of the members. That's why I' suggesting a "mass meeting" format to allow new members to join by accepting the existing bylaws plus whatever other requirements exist. I'm at a loss for any alternative, since your current organization appears not to exist except on paper. Are there any officers, employees, or other individuals that exist, apart from the empty set of member clubs?

Concurring with the other responses: Abstentions are neither called for nor counted. When one abstains, the voting process is what one has abstained from. RONR (12th ed.) 4:35 says, in part: The chair does not call for abstentions in taking a vote, since the number of members who respond to such a call is meaningless. To “abstain” means not to vote at all, and a member who makes no response if “abstentions” are called for abstains just as much as one who responds to that effect (see also 45:3).

It wouldn't be the first four-page moot question, I'd wager. 🙂

For future reference, please post a new question as a new topic. But anyway, yes, I would expect that, or the chair of the finance committee, but in many groups who have such a committee, the treasurer is often chair, ex-officio. But it could really be anyone. If seconds are even needed in your board, then a second from another member would be needed, but under small-board rules seconds are not needed. What confuses me is that the "board and members" reference. Is this a board meeting, or is it a membership meeting? It can't be both at once. If it's in a larger membership meeting then a second would be needed. In the typical situation of most ordinary societies, the membership, and not the board, votes on the budget.

You may get other opinions on this so stay tuned. I think the closest situation that there is in RONR is similar to a mass meeting to form a new society. So the "members" who show up can vote. Normally you would then develop a set of bylaws but you already have those. So the new pre-members would vote to adopt and be governed by the bylaws. In this case I think it's not a majority vote situation, but rather an individual choice. Those who agree become members, those who don't, don't. It's a unique situation in my experience, so I'm hoping my collages here will also weigh in.

I agree, except that if clear and convincing proof is available that the new motion was adopted by a vote threshold sufficient to carry a motion to Amend Something Previously Adopted, that there is effectively no continuing breach.

I think the word absolute may mean just about anything in this context. One interpretation is that it is intended emphasize that it means "at least two-thirds" rather than "more than two-thirds". I agree that it doesn't belong there if it doesn't qualify the vote in some way. But we have all seen the phrase "simple majority", which is in countless bylaws and has no useful purpose. Ironically, it is usually included to emphasize that the "majority vote" is not qualified in any way, while appearing to qualify it in the process. This is not unlike the brain teaser: Is the statement "This sentence is false." true, or false?

It's clearly referring to "absolute value", so either at least two thirds, or at most negative two thirds. 🤠

Who are "they"? Do you have more than one presiding officer? If "they" are the board, then remind them that this is not a board meeting, it is a membership meeting and since the board is not in session then for all practical purposes they do not, for the time being, exist. With the possible exception of the President and Secretary, board members have no special status during membership meetings. And lastly: Who do "they" think controls when the meeting adjourns? If it's someone other than the members themselves, where do they think they get this power? Not from RONR. Sure, anyone can move to adjourn, but it takes a majority vote to adopt that motion.

It's a general parliamentary principle that decisions take place as a result of motions made and voted upon at meetings. So if the election does not take place at the Annual Meeting, when does it actually occur? Do your bylaws actually authorize absentee mail ballots for the budget, or business in general? And how could you be voting on a budget if no motion to adopt it was ever moved at a membership meeting (not a board meeting, a real membership meeting). Presumably it's the membership who has to approve the budget. It sounds very much like your board believes that they are in charge of things, rather than being a subordinate body to the general membership. You may want to consider contacting a professional parliamentarian in your area, since this is shaping up to be a restaurant-sized can of worms.

Yes. Well, a request for information is only a request, so failing to provide the information may not be a violation. But failing to allow any questions would be. And failing to allow debate would be. What complicates matters is the fact that you've apparently already approved the budget, why, I don't know. So what exactly would be accomplished by debate is not clear. Yes, but I'd bet that's already the case, according to the rules in RONR. Are you saying that there's something in your constitution that authorizes the current backwards procedure? Unless there's some crazy custom rule of yours, the purpose of an Annual General Meeting of the membership in any organization is to cover business such as reports of officers, approval of budgets, election of board members, and such. When is your board up for election?

9:16 The requirement that business transacted at a special meeting be specified in the call should not be confused with a requirement that previous notice of a motion be given. Although the call of a special meeting must state the purpose of the meeting, it need not give the exact content of individual motions that will be considered. When a main motion related to business specified in the call of a special meeting is pending, it is as fully open to germane amendment as if it had been moved at a regular meeting.

Well, a two-thirds vote is one thing, and a majority vote is another, so the terminology there is unfortunate. Is that what the bylaws actually say? Presuming we're talking about a two-thirds vote, it means two-thirds of those present and voting, The easy way to count is to see that the number of Yes votes is double (or more) the number of No votes. The number on the board does not matter, it's the number who vote. A vote of two Yes and 1 No is a two-thirds vote. The rest can abstain, or can even be absent, so long as a quorum is present. But for a more certain answer, please quote the bylaws provision verbatim.

It reminds me of the process used at a Unitarian fellowship I had some occasion to frequent of a Sunday. There was simply a list of dates posted, known as the Coffee List, where volunteers could add their names, and thereby assume the responsibility of bringing some cookies or what-not, and of arriving early enough to drag out and start up the coffee urn. When the list became sparse, an announcement would be made of that fact, which was typically sufficient. It was said, with tongue in cheek, that the only significant Unitarian sacrament was "the brewing and serving of caffeinated beverages."