Gary Novosielski

And as a former school board member (not in Texas) don't be surprised if the voting thresholds vary depending on the particular nature of the question being considered. There's often not one rule for all votes.

I'm not at all clear what is meant by a "governing body" in the context of these questions, and I'm pretty sure it could affect the answers to them. If the rules in RONR apply, the "governing body" is the society itself. And the society itself comprises its members. There is no "governing body" superior to the general membership, unless you're actually talking about the civil government. And even then I'm not sure the phrase "governing body" accurately reflects the relationship. So who or what is this "governing body" you're referring to in your scenario?

If the board specifies a period during which remarks from general members are heard, then in my view, once that period has ended the right of those persons to be heard has ended. I suppose it could be argued that the mere raising of one's hand is not disruptive, but it might be considered annoying, and in any case the person should not expect to be acknowledged. I don't believe the question was intended to encompass emergent events threatening life or property.

I agree with Messrs. Brown and Martin. There is nothing in the original post that suggests to me that the motion to Amend Something Previously Adopted would be appropriate. Assuming that the motion that was adopted was a renewal of the contract upon its expiration, under the same terms, It would be an ordinary main motion, and would required only a majority vote to pass. RONR requires no elevated threshold for passage just because one or more members believes it to be more important than some other motion. There are no categories such as "material action" or "matter of import" in the rules contained in RONR. If these categories appear in the bylaws of this society, then the failure to enforce them is not a continuing breach, as explained in OI 2006-18, so Mr. Honemann's citation is apt. There is no way under the rules in RONR to "force" a motion to require a 2/3 vote. Any motion to raise the threshold would itself require a 2/3 vote.

This sentence is confusing. If the rules in RONR apply, and Annual Meeting is a membership meeting, not a board meeting. And if you filled the position properly, what purpose would this "official" vote serve? It looks like you're following other rules, which we would need to know about.

To clarify, 23:7 refers to members who were excluded from voting or attending the meeting. I would suggest that a member who fails to receive proper notice, but who nevertheless attends the meeting has not been excluded.

No, because §9:5 explicitly applies in cases where no different standard is specified. If a particular method of delivery were specified in the bylaws, then that would supersede 9:5.

Presuming that the VP was initially elected to her first term, then when that term ends, she is eligible to be elected to a second term, but there is nothing in what you quoted that suggests she would be automatically eligible for a second term without standing for election, and possibly losing to someone else.

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.