Gary Novosielski

Any member, Yes. But it is rare, yet possible, that in some organizations, the President may not actually be a member.

The question is whether members present and voting means the same thing as voting members present. In this context, it appears that the phrase "voting members" may be intended to refer to a type of member the way some organizations might use "members in good standing", rather than meaning a member who has actually cast a vote on a given question. I think the phrase must be interpreted by the organization itself. One important question might be, does the organization have any other kind of members, apart from "voting members"? If so then I'd lean toward the first interpretation--if not, then the latter one.

No, that's not suspendible. In general, rules in the constitution or bylaws are not suspendible. That's where you put rules that you don't want suspended. The only rules in the C&B that may be suspended are those that are clearly in the nature of rules of order--i.e., rules that pertain to the orderly conduct of business within the context of a meeting--as well as rules that explicitly provide for their own suspension. Rules regarding the structure of the organization, qualification for office, and when meetings must be held are not rules of order.

That language is certainly there, but It appears to be more general than the rule that two officers--presiding and recording-are the minimum required for a meeting. That's why I think the latter, as the more specific rule, should prevail. In my view, offices are not people; officers are. A person can hold two offices, but cannot be two officers. So I would argue that by adopting RONR, the organization has prohibited one officer from performing those two specific functions simultaneously at a given meeting of an assembly.

It would be quite unusual for a bylaws amendment to be adopted in secret by the Executive board. Without reading your entire bylaws, I would assume with virtual certainty that only the general membership at a meeting of the general membership may amend the bylaws. The board has only such powers as are granted to them by the bylaws. It would make no sense to allow the board to grant themselves unlimited power and lifetime terms of office with no way to prevent it. And RONR has no such rule as "three meetings". Do your bylaws have such a rule? Even if they do, it apparently does not apply to amending the bylaws. And if they don't, you should stop doing so.

That's the way I read it, but others have disagreed.

As a subcommittee is essentially a committee-within-a-committee, I think it's more than a mere analogy to suggest that the rules that apply to committees also apply to subcommittees. When a committee completes its business, and "rises and reports", it goes out of business automatically, unless as a result of the report the parent body recommits the question back to the committee. The exception to this is a standing committee which exists on a semi-permanent basis, and continues to exist even after reporting on one of its possibly multiple questions. But since I have not heard of a "standing subcommittee" I think the former rule would apply.

And you were right. If the trouble persists, the procedure for interpreting bylaws typically is handled like this: A person who believes a rule is being violated raises a Point of Order by, appropriately enough, calling out "Point of Order!", which may even interrupt someone speaking. The chair asks the person to state the point of order (the rule infraction that they believe is occurring) and then rules that the point is or is not well taken, along with the reasons for the ruling. If the assembly agrees with the ruling and the reasons, that's the end of that. If they interpret things differently they (well, a mover and a seconder) can Appeal from the Ruling of the Chair, which is a special motion to have the assembly vote on the ruling. Special rules of debate are in effect: The chair can speak twice: Once at first, and can again speak last. Other members may only speak once. It takes a majority No vote to not sustain the ruling. Like all Points of Order, the ruling, the reasons, the results of an Appeal, if any, are all recorded in the minutes, and serve as a precedent for future rulings. But in the cases of bylaws that are ambiguous, the best course is to amend them to remove the ambiguity. For what it's worth (since I am not a member of your organization, and so have no vote) I agree that authorizing a vote by mail does not authorize voting by e-mail.

Whether you have an agenda or simply follow the standard order of business, the chair can declare the meeting adjourned when there is no further business to come before it. He should first ask if there is, to be certain. The chair can also declare a meeting adjourned if a certain time for adjournment has fixed by some rule or motion (or formally adopted agenda) And a member can seek recognition and move to adjourn (with a second and majority support) at nearly any point in the meeting.

And what do they say about it? If the rules in RONR apply, quorum is the number of members (with the right to vote) that are needed to conduct most any business. People who are not on the board don't count toward or against quorum of the board.

What was the "type" of motion that made you believe it should have taken 2/3? And if it did, a 2/3 vote only requires twice as many Yes votes as No votes; abstentions are ignored. You can't ask for a recount now. As this was not a ballot vote there is nothing to count at this point. At the time, if you doubted the vote, you could have called "Division!" or "I doubt the vote!" and the chair would be required to take a rising vote. And if still doubtful, or if a motion to count is adopted, a counted rising vote. But by now a point of order would no longer be timely. I see Mr. Martin has made some good suggestions as to how you can follow up on this question going forward.

Certainly. It's not clear who "we" is or why "we" believes that the agenda is "ours" and not the members', but in any case if the motion was in order last year, it's presumably in order this year as well, and next year too, if it fails this time.

Announcements made before the meeting is called to order are considered informal, and would not be included in the minutes. Decisions, especially important ones, may only be made within the context of a meeting, so the concept of making one before the meeting is called to order does not make a significant amount of sense to me.

Unless you have very unusual bylaws, that's simply nonsense. Only the membership can impose restrictions on its own meeting. The resolution described in the call of the meeting would be fully debatable and amendable by the membership. Who is it that is offering this resolution and making these oddball claims about procedure?

Any member can raise a Point of Order to that effect, including the Chair, who can simply describe the situation and rule that given the facts, the motion is null and void. It seems to me that unless there is good reason to do it at some other time, doing it under the President's Report is a natural choice. The ruling may be Appealed by a motion and second, and overturned by a majority vote, unless there is no possibility of any other reasonable interpretation.

If the rules in RONR apply, it would have been proper to continue to take a second and possibly subsequent ballots at the meeting, to see if the deadlock was as solid as it first appeared.. If voting took so long that the meeting had to be adjouned, you could have set an adjourned meeting or, if your bylaws allow it, an absentee vote. If you have now scheduled the second ballot on an absentee vote, all members must be notified and given the opportunity to vote. You should definitely not schedule a vote that attempts to count absetenee votes along with in-person votes.

Y'think?

"Granted" by whom, to whom, by what means, and under what provision of your bylaws?

There would have been, at the time, but it's too late now. Points of Order must be timely raised, except in the case of a continuing breach, which does not describe this situation..

Hear, hear.

7 is not greater than or equal to 7.333..., so you would need 8.

Well, yes, they would have the right to do so, but that wouldn't necessarily make it a good idea. I think that asking about the "proper" order shows a desire to learn the customary tried-and-true order of business. "Know the rules well, so you can break them effectively." --The Dalai Lama

Well, to start with, that would not be the proper order.

Yes, under the strict definition of "disposed of". That doesn't mean it wont come up in the same or similar form at a future time.

And why can't this wait for a meeting? Since directors can't act outside of a meeting, there seems little danger of his doing any damage before that.