Gary Novosielski

The board elect can't vote on anything until they become the board. If you're saying that the future board might be unhappy with the choice the board makes now, it would only be in effect until the future board takes office, and those seats will be filled by election of the membership.

No. Under the (normal) rules of RONR, the board is subordinate to the membership and cannot take any action that conflicts with a decision of the membership. Conversely the membership can reverse a decision of the board, using a motions to Rescind or to Amend something Previously Adopted. [§35]. For specifics, see: Official Interpretations 2006-12 and 2006-13. Once there, click on the number or the little V in the corner to see the answer, which is not immediately visible for some reason, no doubt involving national security. 😀

That is why the majority vote was invented.

Once the membership appoints the nominating committee, and the committee elects its chairman, that person automatically becomes a member of the Board? Or is it that the membership must appoint a member of the board to serve as chair of the nominating committee? In either case, what's the purpose of having a board member on the nominating committee? In my view that would diminish the independence of the committee. Presumably the list of candidates supplied by the nominating committee are those that it believes are best qualified to serve. I don't see why they would not seek to support those whom they have nominated. Or are you saying that members of the nominating committee are supporting other candidates who were not among those that it nominated? More detail would be helpful.

Unless I'm misunderstanding, your election process does not take place at your Annual Meeting? Would terms not normally end at the end of the Annual Meeting, so that the normal election process would take care of it? In any case, I don't believe there is any rule in RONR that would prohibit making an appointment in advance of an anticipated vacancy. The motion to appoint, or ratify the appointment, or whatever, should include a provision stating when the appointment is to take effect.

Yes, 41:6 is even better.

I agree the latter would be far preferable, if it is in order. Bear in mind I was responding to @puzzling's assertion that the membership lacked any such authority. We still haven't the relevant sections of the bylaws that might settle that question.

Not speaking for @Joshua Katz, but this seems the closest to me: 41:2 ... In the case of ordinary societies that hold frequent regular meetings, an order of business that specifies such a sequence only in terms of certain general types or classes of business and gives only the order in which they are to be taken up is normally prescribed for all regular meetings by the rules of the organization. ...

Well, my recommendation would be to remove that entire paragraph from the draft, since it appears, as is, to be unworkable as you noted. As to what constitutes a continuing breach, RONR [23:6] says that this occurs when: a) a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly, b) a main motion has been adopted that conflicts with a main motion previously adopted and still in force, unless the subsequently adopted motion was adopted by the vote required to rescind or amend the previously adopted motion, c) any action has been taken in violation of applicable procedural rules prescribed by federal, state, or local law, d) any action has been taken in violation of a fundamental principle of parliamentary law (25:9), or e) any action has been taken in violation of a rule protecting absentees, a rule in the bylaws protecting the secrecy of the members’ votes (as on a ballot vote), or a rule protecting a basic right of an individual member (25:7, 25:10–11). (For particular rules applicable to boards, see 23:9. As worded, the multiple readings provision in question could create situations that could be argued to violate the protection of absentees, and therefore run afoul of section e) above. It could also be argued that such an interpretation would be absurd, but in any case it's not conducive to the smooth handling of business.

Discussion of that matter will not be in order at the Special meeting unless it is described in the call of the meeting. It is permissible to handle two issues at one meeting, but they both have to be described in advance in the call. It sounds like that was not done. However since this motion was pending at the time of adjournment, it should properly come up in the same parliamentary situation it was in at the time of adjournment, as the first item of business under Unfinished Business at the next regular meeting (presuming it occurs within a quarterly time interval.) I"m not absolutely certain what "call to vote" is, or how it "happened", but as there were apparently questions posed and reasons requested, I suspect proper debate was somehow short-circuited. A motion to call the Previous Question requires two-thirds approval. It does not simply "happen".

I do not mind in the least. I was echoing the words of, I believe, Brother Theodore, (q.v.) or possibly Prof. Irwin Corey, who said something like: "I have divided my lecture into two parts, called, for the purposes of identification, Part 1, and Part 2. I have arranged to have Part 2 follow Part 1, so that a pleasing effect of continuity will be achieved." Upon reflection, I think it must have been Theodore. Corey would have said, "for the purposes of identification, Part 1 and Part B."

I don't agree. As the superior assembly, the membership has every right to instruct the board, assuming the rules in RONR apply. To countermand Board action would require a motion to Rescind or Amend Something Previously Adopted. But if the Board simply took no action, the membership can direct it to do so by an ordinary main motion. (usual disclaimers 👇apply) See Official Opinion 2006-13.

When identifying two motions as #1 and #2, it is sometimes beneficial to have motion #2 follow #1 so that a pleasing effect of continuity may be achieved.

If the board president wishes to maintain an appearance of impartiality by not voting when one more vote would not matter, there's nothing wrong with that. Taking a position on every issue is not necessarily compatible with moderating discussions, especially when the issues are contentious. In my experience, getting someone on the record for every issue issue is often the aim of that someone's political adversaries. If the rules in RONR apply, a roll call vote should accomplish the recording of how everyone voted. So you can record the abstentions, but you still can't force someone to take a position.

What you're describing is a very (overly?) detailed agenda. I've run into this on a school board where the agenda was set in advance by the Superintendent in consultation with the president. The text of every proposed resolution (motion) was included, with spaces to record the mover and the vote count. If everything went routinely, the minutes would end up looking very much like this document with very little editing required. And if things did not go routinely, it was a fair starting point for the minutes. But it's still an agenda, not a set of minutes. If the expected mover's name is known in advance, it might as well be included on the agenda. This makes sense if. say, there is resolution to paint the headquarters red, and Ms. P. is chair of the Building and Grounds committee, who would normally make such a motion.

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II hadn't noticed it before, but that means that even extending the reporting time would require the higher threshold. I was misremembering it differently.

This is confusing. You say the rules are for email voting. But seconding of motions cannot occur during voting, nor can motions of any kind, including laying a question on the table. So these rules don't seem to make sense. It seems that instead of rules for voting, these are turning into rules for debate and conduct of business, which is an entirely different (and much more problematic) kettle of seafood. If your bylaws authorize only email voting, that does not authorize making motions, debating, referring, amending, or otherwise disposing of a question by email. It only authorizes the casting and tallying of votes that have gone through the deliberative process already, presumably in person or some other means that preserve the characteristics of a deliberative assembly, and comply with the bylaws.

The board is correct. Any amendment, even adding an Oxford comma, requires going through the full amendment process, which in this case includes approval by the general membership. Strictly speaking, even if no amendment was done, the state statutes that apply to your organization would supersede the outdated language in the bylaws, so there would be no negative grave consequences. But to avoid confusion, it is still strongly recommended that the articles/constitution/bylaws/etc. of an organization be updated, either to agree with the statutory language, or to simply strike the outdated language, if that would cause no ambiguity.

Well, Chapter XI deals with Quorum and related matters, and §11 deals with the motion to Postpone Indefinitely, so the citation of "chapter 11" is not correct for the current version (12th edition). In any case, those requirements for someone from the prevailing side and so forth apply to the motion to Reconsider. And that's certainly not the motion you're looking for to accomplish what you want. What you need is the motion to Rescind (§35), which can be moved by anyone at any time before the motion has been fully carried out. And since the merger has not yet taken place, it is in order to move to Rescind the original motion (to study a merger). It's not clear exactly what "looking into" a merger means, so it might be more than simply studying the matter, but you'd need to look at the exact wording of the original motion to know. In the typical case, a matter like this would be referred to a committee established for the purpose, with instructions to report back with a recommendation. If that's the case here, and the matter is still in the hands of the committee, the motion to use is to Discharge a Committee (§36) which places the matter back into the hands of the assembly.

But nothing we've seen so far would prevent the making of a motion to reopen nominations, which would require a majority vote. It might be too late to add those names to the printed ballot, but voters could be instructed to write in the name of one of the late-nominated candidates.

Well, the reason given by the chair was not correct. A motion and a resolution are procedurally identical. But the chair was correct in rejecting it because it was offered by a single board member, and not by the board itself (by majority vote). The alternate method of a petition didn't come into play here.

To be adopted, a main motion requires a majority vote, i.e. more Yes votes than No votes. In the event of a tie vote, the above requirement is not met. Therefore, the motion is not adopted. The result is the same as if everyone voted against it.

No, it's not correct because the clerk was wrong to change the wording of the original motion as passed, or to added personal commentary to it. If the membership then approved this improper draft, it would stand approved, but that doesn't mean the procedure was correct.

Yes, but if the consolidation is a six-step process, and not all six steps are completed, the consolidation is not complete, and presumably would not be certified unless and until all the required steps are completed.