Gary Novosielski

No. If the rules in RONR apply, the rights of membership are non-transferrable.

If you erase the left half of the 8 it will look like a 3.

The one that can't meet.

It is likely that the vote to continue with fewer board members was not in order, since it would conflict with the bylaws. Also, there is no way to "determine that there will be no election". That would also conflict with the bylaws. You still need to hold your Annual Meeting and hold the election as soon as possible.

No rule in RONR prohibits it, as long as the meeting was not subject to any secrecy conditions. But if the minutes had not yet been approved, they should clearly be marked as - D R A F T - minutes, with a notation that changes may occur before final approval.

Don't you have a Vice President, who would preside if the president is unavailable? And who are "we", and are you sure that "we" have the power to reschedule meetings?

Yes, but it can be presumed that the OP, who is personally familiar with these members, knows their actual gender.

I don't know what a CAM is, but RONR makes no distinction of "material changes" that affect voting thresholds. And there is no 66% requirement anywhere. There are 2/3 votes, which is slightly more, but no 2/3 vote requirements are tied to "material changes" so I can't imagine what the CAM was talking about. Normally, ordinary main motions require a majority vote. But how could board members possibly "decide" to do something that most members are opposed to? The board is subordinate to the membership, and if they do not act in accordance with the wishes of the membership, they could end up being held personally responsible for actions that they (incorrectly) claim are an act of the organization.

No. RONR makes no mention of Covid, not surprisingly. If the rules in RONR apply, 2 years equals 2 years.

If your bylaws say that officers serve for x time "or until their successors are elected" then they would stay in place until you can complete your election. However declaring someone to have a conflict of interest or voting off "for cause" are not supported by RONR. It sounds like the board might be inventing powers for themselves that they do not actually possess. The fact that there were no nominations does not relieve you of your duty to hold the elections as specified in the bylaws. If your bylaws give the board the power to fill vacancies, then you can temporarily appoint replacements, but since these are not mid-term vacancies, those appointed do not serve for the full unexpired term. They only serve until you complete your election, which you still must do. You might want to light a fire under your nominating committee, which needs to be more persuasive. Why did they not speak to the one nominee? If you are not getting any volunteers to step forward, it may be time to talk about dissolving the organization. Speaking of which there are IRS regulations about how the assets of a (former) non-profit may be distributed. For instance if you have a bank account, you can't just split it up amongst the members, but must dispose of it to non-profit entities. But I'm not a lawyer, so you'll need to contact one for details. You don't want to end up in trouble with the IRS.

If they are not allowed to vote then they aren't what RONR calls members. So they must be a special class of member that is defined in your Bylaws or Special Rules of Order, and that's where any powers or restrictions would be listed.

You might have cleared that up. But I'm still wondering what strikes one and two were.

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As you noted, for a special meeting, advance notice is required an nothing except the business described in the call of the meeting is in order. For a regular meeting, notice is not required by RONR, nor apparently by your bylaws, so the "agenda" sent out is only a courtesy for information only, unless it is formally adopted as the order of business at the start of the meeting. Otherwise it remains a "guide". If the agenda is to be formally adopted, you are free to add an item to it at that time. If not, then New Business is the place to move the item.

Yes. I think I said as much back on Monday. We therefore agree.

It might well be considered under Good of the Order, especially if it is just to raise an issue without any proposed action, at least not immediately. I note, however that your order of business does not include such a heading. You might consider changing Next Meeting to Good of the Order, since knowing about the next meeting is certainly Good, but is not necessarily the only Good. You also have something coming after Adjourn, which is not unmeaningless.

No. Regardless of the number of members present, there will always be half+1 of that number. This language would mean there is no need for a quorum at all, so long as 2 members are present. Fortunately, standing rules cannot establish a quorum requirement, which must be in the bylaws, so the default in RONR would apply.

If someone is making a motion that would violate the bylaws and the chair doesn't rule it out of order, then the appropriate response is a Point of Order.

...except for the purposes of establishing a quorum.

I don't see how this applies to rules that cannot be suspended.

I think you've misread Mr. Brown's reply. Neither the president nor the entire board may decide to exclude members from meetings. The board may refer a question to a committee of less than the entire board, but committees do not have the power to act, but only to report back to the board, which retains the powers granted to it in the bylaws. Business conducted at a meeting of which some members did not receive proper notice, or from which some members were excluded, would not be a proper action of the board, and the meeting would not be considered 'properly called'.

I suppose those words could be written, but regardless of the number of members present, that number must be greater than half that number. This does not make a great deal of sense. The effect would be the same as no quorum requirement at all, which thwarts the intended purpose of a quorum.

No. This is a violation of RONR itself, probably of your "Code of Regulations" and more. If there is legal precedent of any kind it would probably relate to the severity of the discipline which would be justified. That's just a guess. We can't give actual legal advice here. But it might require consulting an attorney.

Crystal ball.🔮

It certainly is not.