Gary Novosielski

Well, I think that... ...comes mighty close. Still, I don't think any of it is a bad idea, and I see nothing that would prevent ratifying such an action later, since the assembly could certainly have authorized it in advance, had it been sufficiently clairvoyant.

It appears to me that provisions A and E are in direct conflict. Provision A requires regular meetings, while E talks about additional, and therefore presumably special meetings. Which, even if held, could not then be used for the purposes of considering bylaws amendments. I think it would be worth improving that section to say whatever it is intended to mean.

I agree with @Josh Martin that the votes do not appear to add up. How many ballots were cast in this election? I don't see why D and E would not be elected if they indeed had a majority, which I'm not convinced they do. If there were an additional seat open, why would D be elected in preference to E, when they had the same number of votes?

But it would be necessary to appoint this president pro uno tempore in advance of the actual first meeting, if they are to know to show up. I don't disagree with the idea that this makes sense from a logistical point of view. I'm just having difficulty finding support for it between the covers of RONR.

@Atul Kapurhas explained about calling meetings. As far as removing the chair of this council/committee, I have some questions: What is the function of this council? It appears to report to the general membership which would be considered its parent body--is that correct? Where are the rules concerning this council/committee set down? Are they part of the bylaws? Of particular interest is the rule about electing the chair. What is the exact wording of the term of office of the chair? Does the rule provide for a fixed term, or does it have any modifiers such as "and/or until a successor has been elected"? Is this contemplated removal as a result of a particular incident of malfeasance, or a general dissatisfaction with the chair, or for other reasons?

Then which person should show up? If the bylaws provide that the president shall preside over all meetings, then shouldn't it be the president who calls the meeting to order at the original site? This would seem to be the case from a parliamentary perspective. Although it may be argued that it is more practical for the president to go directly to the second site, it's a case of convenience vs. the rules. Unless the president is unable to attend at all, by reason of illness or misadventure, why would someone else (e.g., the VP, chair the first meeting? I suppose some other member could be appointed, but I'm not clear how this could be done outside the context of a meeting. A similar case could be made that the secretary should also be present at the first meeting, depending on what the bylaws say about the duties of that office.

One way this is handled in some organizations is to separate the certification meeting from the reorganization meeting. In this method, the board, sometimes a bare quorum, will meet to hear the teller's report and certify the winner(s). It will not need an agenda, since it has only one item of business. It then adjourns. At some point later, ranging from several days to ten seconds later, the "new" board is called to order and adopts a larger agenda, (the first item of which is the election of officers if the board elects its officers from among its own number), and considers such other business as may be appropriate. This avoids the problems that arise when the membership changes substantially (or perhaps completely) in the middle of a meeting.

I had the impression that only some of the elected candidates were ineligible. If any eligible candidates were elected by a majority, their election would stand. The Point of Order would only be with respect to those who were not eligible. This is probably obvious, but just in case.

I suppose the rights of those who might show up (on time) to the flooded location, unaware that the meeting was to be moved.

Yes, you could get away with only one person, but I would still send two. For one thing, the motion requires a second, and for another, a deliberative assembly requires a minimum of two officers, one to preside and one to record. While these could conceivably be the same person, it is likely that in any given society, the president and the secretary are two different people, both with assigned duties that are not to be put aside lightly.

Don't send those people ever again.

And it should be noted that you don't need a quorum to show up at the original location. A motion to adjourn to a different time and place is in order even without a quorum. So you could notify the membership that the change will be done, and just have most of them show up at the new location, sending two people to the original location to make a quick motion.

That's fine, but my contention is that if we pay attention to the first sentence, we never reach the fourth and fifth. They say "words" because that's what the line gets drawn to: the words of the rescinded resolution. If we look at the last sentence, we see that it is still talking about rescision. As a wise man once said:

The board is arguing about things that it has no authority to meddle in, in the first place. It is true that people who are not eligible to be elected were not, in fact, elected, and a Point of Order should be raised to declare their election void. But this must take place at a meeting of the same body in which the election was held, and as it then results in an incomplete election, the same body that must now go about completing that election properly. In particular, nobody, including the board, can just stick people in office who lost the election. A new, properly conducted election is required for those vacated seats. Votes for ineligible candidates should be counted as illegal votes.

And to be clear, it was a majority, i.e., more than half, not at least half.

And I submit that this would amount to creating a yet a third form, which may not be a bad idea, but that doesn't make it in order. The use of "expunge" has its own paragraph and refers specifically to the motion to Rescind, rather than being in the standard descriptive characteristics that apply to both motions. I still think you would probably get away with it because "expunge" requires a vote of a majority of the entire membership, which is probably enough to suspend the rules. Or is it?

Not usually.

There are 1050 delegates and therefore a maximum of 1050 ballots, and a majority of those ballots actually cast is required to elect. A ballot that votes for no candidates for that office is an abstention, not a ballot cast. A ballot that has a single vote and another with all ten votes marked, both count as one ballot cast.

I don't see anything in what you quoted that would authorized the board to "defer" elections. Unless there are some other portions of the bylaws that apply, I believe the board acted improperly and created a continuing breach of the rules by adopting a motion that conflicts with the bylaws. In that case, a point of order could be raised at any time that the action of the board should be declared null and void. Discipline against board members who voted in the affirmative would also be a possibility. Boards have only such powers as are contained in the bylaws. As always, however, state laws and regulations that apply to organizations such as yours might superseded the rules in RONR.

). Absentee ballots serve as the way to ensure members who cannot attend can be represented. The statute that was linked to explicitly provides that absentee ballots may be used to establish a quorum, and appears to provide that they are valid for the duration of the meeting, but there is some ambiguity there, since they are also said to apply only to the item of business for which they were cast. It appears that the legislature, in their finite wisdom, did not fully appreciate the unintended consequences of their work. In a sane world, it would be possible at the time of New Business for someone to suggest the absence of a quorum, and by counting only unexhausted absentee ballots, reach a different result.

Absolutely. I was president of a school board some years back, and the bylaws granted the president the power to appoint committees. After the election, the standing committees needed to be repopulated. At the reorganization meeting I asked the members to advise me if they had a preference for which committees they would like to serve on, and received a number of responses by email. Before I drew up the committee assignments, I consulted with the superintendent. Neither of these actions were required in the bylaws, but it seemed like a good idea. The committee assignments were announced during Reports of Officers at the next meeting. One person declined a chairmanship, and I made those adjustments during the meeting.

Isn't it actually more common just to say that the president appoints all committees?

Ah. Good. Well, glad that's settled at last.

What bothers me about this is that there is not a motion called "Rescind/Amend something previously adopted." There is a motion to Rescind, and one to Amend. In RONR, §35 refers to them as motions, plural, throughout. In 35:1, we see that: "The effect of Rescind is to strike out an entire main motion, resolution, order, or rule that has been adopted at some previous time. Amend Something Previously Adopted is the motion that can be used if it is desired to change only a part of the text, or to substitute a different version." So although you would probably get away with it, striking the words "and chair" would require a motion to ASPA, not Rescind, since it does not strike an entire resolving clause at a minimum. And per 35:13, it looks like it is only the Rescind form that gets the optional expunge feature, which requires a majority of the entire membership. This may be why that section advises that "[r]ather than expunging, it is usually better to rescind the previous action and then, if advisable, to adopt a resolution condemning the action which has been rescinded." Such a condemnation would only require a majority vote, not MEM. I have no quarrel with anyone who asserts that Amend and Expunge would not violate the spirit of these rules, and should be allowed. I'm just recalling the admonishment (which I have myself received) that until revision n+1 is published, we are to go by what RONR actually says, and not what we wish it said.

Are you saying that whenever a resolution has more than one resolved clause that it is multiple resolutions? I think there is a difference between a resolution that resolves more than one thing, and a motion to adopt a number of individual resolutions. I also think there's a difference between a resolution that could have been divided on demand of a single member and one that was.