Gary Novosielski

Very true. But if they are specifically named as members of the board but not as directors, that can't be used to argue that they're not board members.

Yes, that's true but the "legal advice" article claimed that if the bylaws made the president/VP/Sec'y members of the board but forgot to call them "Directors" that somehow that might invalidate board votes. Nonsense.

This is a year-old thread. Please post new questions as a new Topic.

I don't think you can properly backdate their terms, since according to the language from your bylaws, it seems that once the terms of the previous officers had expired, you didn't have any officers. Hurry up and elect them, so that you have actual officers. I agree with @Atul Kapur that their terms will end at the next AGM. their normal time.

Yes, he is, but this whole question seems to me to be backward. The question that usually arises is not whether the president is a director, but whether directors are officers. RONR recommends that the bylaws make it clear that all directors are officers. Since they are elected to office, I don't know why this question arises, but apparently it frequently does. But there is no need to assert that the president is a director. I can't imagine a situation where that would even come up, that law article notwithstanding. Have any of the lawyers here ever seen a case where an action adopted by a board was considered not duly adopted because the bylaws didn't say that some officers were ex-officio directors? Are they any less board members? It's absurd. I'm not a lawyer but that sounds like gibberish to me. As long as the members of the board are clearly defined, their votes count—as least as far as RONR is concerned.

I don't think they are ex-officio directors. I think they are directors.

Ad hoc (not hock) refers to something created for one specific purpose. This describes a Special or Select Committee. It would not describe a standing committee nor a board.

It's worth noting that recording attendance is not in accordance with Robert's Rules. Of course your bylaws or special rules of order may require it.

I think you're stretching for an outcome that's just not supported in the language. The bylaws say "of the entire membership" and do not contain the words "present and voting". And now you're asking which one is in effect. It's pretty clear. Also, a person is eligible to vote if they meet the requirements of membership and their rights have not been restricted by discipline. They can't vote if they don't show up, but they're still "eligible", and still part of the "entire membership". I agree with @Dan Honemann that ultimately, your organization is the only judge of what your bylaws mean in the case of ambiguous language, and this requires considering the language in the context of the entire bylaws document. But in my personal view, on a meter of possible ambiguity, this particular provision does not even move the needle.

Yes, the sample resolution refers to numbering. The fact that §5 follows §4 is not likely to be open to argument. But none of the other things can be properly assigned to the secretary to carry out. Things that have no meaning to you might be important to me. Even the addition or omission of a single comma can change the meaning substantially. Consider: Let's eat, Grandma! Let's eat Grandma! You could request the secretary to draft a proposed set of amendments, but they would have to be formally adopted according to the rules for amending bylaws. And it would be wiser to assign the task to a committee of three or four people, rather than have just one, such as the secretary, do it. Multiple heads in this case are better than one.

Well, I'd want to know who instituted this "rule" and under what authority. Since this is an election by the membership, it seems to me that the membership would set the rules for any candidate's forum or similar event. Unless there is something in your bylaws or the regulations for HOAs, any motions regarding nominations, elections, and the polls would have to be adopted by the membership. The board has only such powers as are conferred upon it in the bylaws.

Right, sorry, brain glitch. But in this scenario it was not attempted anyway. My point was that even though it becomes an original main motion, it does not become subject to objection to consideration because consideration has already begun, not because it belongs to some special category of original main motions. But since nothing you said conflicts with that, I'll just withdraw my inquiry and be glad I understand it better now.

That's the way I read it too. The fact that items 4, 5, and 6 were never reached suggests to me that 1, 2, and 3 were. I have no idea how 7 was not reached even though it had apparently been adopted earlier. Hint for the future: When things are getting squirrely, raise a Point of Order (§23), or if appropriate, Call for the Orders of the Day (§18). It is the duty of the chair to keep things on the rails, but it's every member's duty to keep an eye on things too.

A tie does not require breaking. Since a tie is less than a majority, the motion simply fails, just surely as if everyone voted No.

...an interpretation ripped from the headlines. 🫢

There is nothing known as, or even resembling, an "executive order" in the rules of RONR. So unless your bylaws give the president this power, it does not appear to be a thing.

It's déjà vu all over again.

I don't seem to understand. A motion is made and seconded to Ratify something. At that point it would be subject to objection to consideration but that is not moved. Instead, an amendment is agreed to, striking ratify and inserting censure. So the pending question has been amended and therefore it is now too late to object to its consideration. In other news, it has now become an original main motion, which is of some academic interest, but it is still the pending question, and so is still not subject to objection. That's my understanding. What am I missing?

There is no requirement that someone must be present to be nominated or elected. And it is standard procedure to open nominations from the floor prior to the election. If people didn't attend, and got outfoxed by those who did, well, as Woody Allen said, "Eighty percent of life is showing up."

Since consideration of the motion to Ratify was thoroughly underway, to the point of having agreed to at least one a motion to Amend, it would be too late to object to consideration anyway, I'd think.

However, if the board would lack a quorum but for the "remaining directors" language, then the vacancies would have to be filled first so that a proper quorum could be achieved. As @Josh Martin points out, much of this depends on the interpretation of relevant bylaws provisions. Edited to add: Parenthetically, when I see some business exempted from a quorum requirement by "remaining directors" language, I tend to assume that a reference to the "entire Board" or "full Board" is intended to mean the full number of board positions, including vacancies. Otherwise if quorum requirements, as is normally the case, refer only to living breathing members, the "remaining directors" language would be unnecessary, testing the assumption that it was put there for a reason.

Whatever motions were adopted remain adopted. Any items not reached on the agenda would ordinarily come up automatically under Unfinished Business and General Orders, but since you're not using the Standard Order of Business¹ for some reason, I guess you'll have to add them to the next meeting's agenda. ____________________ ¹ see RONR (12th ed.) 41:5 ff.

During a vote, nothing may interrupt.

Then the motion was not "adopted".

Yes. RONR clearly identifies situations where any one of a list of requirements is sufficient. It does not do so here. IMMs have two characteristics.