Gary Novosielski

It would be best to have the by-laws reviewed by a parliamentarian. There's no harm in having an attorney look at it as well, but most of the missteps made in drafting bylaws are parliamentary in nature rather than legal,

I don't know if you're going to find that specifically stated. More to the point, RONR contains no suggestion that the motion must be made by the same person, although this is the most common case. Per 1:7, previous notice "means that notice of the proposal to be brought up—at least briefly describing its substance—must be announced at the preceding meeting or must be included in the “call” of the meeting at which it is to be considered (see also 10:44–51)." Throughout the work, previous notice means an announcement that the motion will be made, but nowhere is the announcement required to contain the identity of the person giving the notice or intending to move it. Accordingly, it is a well-established interpretation that the person giving the notice need not be present. In fact, even if the person giving notice should have a change of mind, and now firmly opposes the motion, the notice remains valid, and any other member may move it.

Well, presumably if ten resolutions were offered for adoption in one motion, and members wished to have a separate discussion and vote on three of them, the remaining seven would be adopted on a single vote. Theoretically the motion to adopt the seven remaining resolutions would be debatable, but it's hard to see how that would work, exactly. I would expect that a member who wished to debate one of them would already have moved to divide it, like the previous three.

Absolutely. The votes are valid if the person voted for is eligible to hold office. If not, the vote is counted as an illegal vote, and so can still affect the number of votes needed to elect.

Nnnnno, I don't think you do.

Yes, I'm afraid so. Under RONR, there is no way you could "turn down" the presidency. You became president automatically. You can resign from the presidency, but then you're just out of office; you don't return to the VP spot. RONR assumes that in accepting the office of VP, you are agreeing in advance to serving as president should that become necessary. The Board does not have the power to suspend the rules in the bylaws or the parliamentary authority with respect to elections.

On rereading the thread, I missed this bit of information: If special meetings, and the requirements for calling them, are not mentioned in the bylaws, then special meetings may not be held at all.

No, they just have to be a majority of the several voters who voted for someone.

Well, if the rules in RONR apply, there's no such thing as an appointed interim president. When the president leaves office before the normal end of the term, a vacancy occurs in the office of Vice President, as the former vice president immediately becomes president. Nothing in the language you quoted seems to contradict that, so either you have some other rules that we haven't yet seen, or you kinda did it wrong.

No, nobody gets two votes. And since a tie vote is less than a majority, the motion simply fails. There's nothing special about a tie vote. Any vote less than a majority is treated the same way.

And for a special meeting, even the Standard Order of Business is excessive, as there is no minutes approval, no officer and committee reports (unless, of course, that's what the special meeting is for). Most special meetings are one topic and done.

It violates no rule in RONR to do so, but unless the purpose is to keep the identity of the elected officers a secret, it seems like overkill. Once someone begins to take actions that are reserved for the president, the cat will be out of the bag.

An agenda is seldom needed for most organizations, even at regular meetings, but it seems particularly unnecessary in a special meeting, because only the business specifically described in the call of the special meeting may properly be considered.

On first reading the language, I assumed that it meant two-thirds of those present at the meeting. I understand your point of view, but RONR is clear [45:56 ] that it is "a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting...." Before assuming the language meant majority of the entire membership, I'd be looking for a stronger indication that the intent was to include all members, even absentees.

Not just usually, but definitely, if the rules in RONR apply. No business may be conducted which has not been specifically described in the call of the meeting.

A majority vote is required for any election, if the rules in RONR apply. But one way of determining a majority, in the case where one candidate is to be elected is: did the candidate receive more votes than all other candidates combined. So if a few people (as few as one) voted for the write-in, and that was more than all other candidates (if any) that's a done deal.

I suppose they could, but I don't see any big advantage to doing so, and it might just invite a motion to divide them again. You can't force an all-or-nothing decision.

It's not necessary to amend the agenda. As each of those three items is reached, move to refer it to the committee. I'm a little surprised that the board would have the authority to amend the bylaws in the first place, but that's another question.

Ties do not require breakage. This is a myth. You don't say how many people are on this board. If the chairman already voted once in order to establish the tie, he does not get another vote! That would be a flagrant violation of Robert's Rules. In a small board, the chairman usually votes (once) along with everyone else. As long as the chair only voted once, his vote is valid. Because a majority means "more than half", then a tie, which is exactly one half, is not more than half. So a tie is less than a majority. Any motion which receives a tie vote receives less than a majority, and simply fails. No breaking needed. A motion that gets a tie vote fails just as surely as if everyone voted against it. So there is no special parliamentary rule about tie votes. Some people will say that elections are a different matter, but not really. If two candidates receive the same number of votes, neither one of them is elected. A tie is less than a majority, and a majority is required for election. The rule is the same. But elections are different from motions in that a motion can simply fail, but elections aren't allowed to fail. Somebody has to be elected, so it could take multiple ballots and perhaps additional nominations in order to complete the election.

There appears to be evidence that the bylaw was violated, but not that it was amended. I'm assuming here that whatever this motion was, it did not contain new language to be inserted into the bylaws.

Yes to all three. 🙂

And to you as well. Na zdrowia!

Which says, in part: A rule that the president presides at all meetings is clearly identifiable as a rule of order, as it concerns the orderly conduct of business in the context of a meeting. It is suspendible by a two-thirds vote.

If the assembly believes it is sufficient reason, then it is.

I guess I misinterpreted Guest Zev's of December 16, 2021 at 08:52 PM. He said that a member of the committee gains the floor and states that the committee is ready to report. I assumed that it was, not, in fact, a true statement. Perhaps I just need another glass of wine.