Gary Novosielski

No, there should not be a yes/no vote on any candidate. The way to vote against a candidate is to vote for someone else. You will need to check your bylaws to see if a ballot vote is required for the election of officers. If it is, that rule may not be suspended. Even if only one candidate is on the ballot, all ballots must have a way to write in other names, unless your bylaws say otherwise. Sometimes the bylaws will allow an unopposed candidate to be elected by acclamation. This is also the case if the bylaws do not require a ballot vote. If that is the case, the chair simply announces that the candidate is elected by acclamation. The only way to object to this practice is to nominate someone else.

Okay, preachers too.

RONR does say that email communication qualifies as "written", but I think the problem arises with respect to how emails are "signed". While there are a number of cryptographically based signature methods, RONR doesn't get into that particular clump of weeds, and it will require interpretation and perhaps rulemaking on the part of your organization.

Where did the 25% quorum requirement come from? Is it a coincidence that it is also the number of signatures required to call the meeting, or perhaps a misunderstanding that the two are somehow related?

No, this material would not go in the minutes of the meeting where the vote was held, since presumably no point of order was raised there, and no ruling was made, nor reasons for it explained. But if a point of order were raised at the next meeting, then the chairs ruling and reasons would go into that meeting's minutes. Although I would fully expect the point to be ruled not well taken on account of timeliness, I would have to admit that It is not unheard of for a point of order to be raised, and an appeal to be taken, even when the mover knows that it will fail, as it may be the only way to get the objection recorded in the minutes.

I'm not so sure that's the case. State regulations that apply to public bodies often specify that only certain matters may be discussed in executive session. However, that does not necessarily mean that if other matters are improperly discussed, they automatically lose their confidential status. The members who did not object to the discussion of the disallowed matters may be subject to discipline, but I would not say with any certainty that the matters discussed were automatically "declassified" without careful reading of the regulation and probably consultation with an attorney.

RONR has no such rule. And on a one-page submission, a page number would seem to be unnecessary, but they're your bylaws, so if you have such a rule, it might be time to amend them to have that rule removed. But remember to number the page!

Thank you both for your timely citations.

Members cannot vote to exclude other members from a meeting based on so-called "contrast [sic] of interest". If members were excluded then any vote taken which could have been affected by their votes would be null and void. I'm surprised they left. I wouldn't.

A 2/3 vote means two thirds of those present and voting. The quick way of determining this is that if there are at least double the number of Yes votes as No votes, then a 2/3 vote has been achieved. Your 9-4 vote meets this criterion. Even 8-4 would meet it. A majority vote means a majority of those present and voting. If the number of Yes votes is strictly greater than the number of No votes then a majority has been achieved. Anything less, such as a tie or a greater number of No votes, defeats the motion.

It depends if the "request" was granted, or was sufficient to demand a special meeting. The call of any special meeting must be sent to all members eligible to attend. Also a specific description of the business to be considered during the special meeting must be included in the call. When the meeting takes place, only those matters specifically described in the call may be considered. No other business is in order, and the rules cannot be suspended to allow it.

Normally you wait for a quorum before starting the meeting, but if it's obvious you're not going to get a quorum, and your rules require, say, monthly meetings, you can obey the rule by calling the meeting to order with less than a quorum, but you can then only do the things noted in Richard Brown's post above, such as adjourn. And if a quorum is lost during a meeting, you would not need to stop a person who was debating an already pending motion, but it is the chair's (and for that matter, all members') duty to be certain not to hold a vote or introduce any new business (except as noted above) when a quorum is not present.

<deleted>

Correct, with respect to state laws governing parliamentary procedure, at least.

When would RONR ever override the bylaws?

Sing a song of 6d. Hey, in today's money, that's probably a £30 hat.

@Josh Martin: I agree with your interpretation and I think anything beyond that is a stretch of the imagination. As I read it, the exception is that the Past President is the only one not elected at the AGM, and serves for only a one year term, not two.

There's no such distinction in RONR.

Why is a raven like a writing desk?

Not really an agenda, but the call (announcement notice) of a special meeting must include a specific description of the business to be considered at that meeting. Any business that was not listed in the call may not be discussed at all. So if the members were not informed, virtually no motions will be allowed at that meeting except to adjourn. Any action taken would be null and void. Also, special meetings may only be called as provided in the bylaws, so it may be that this meeting is not valid in the first place.

There really should not be any voting on final approval of minutes, because approved minutes are required by the rules, so that it's not possible to abstain. The only way to object to approval of the minutes is to offer a correction, essentially an amendment to the language, rectifying your objection. If there is disagreement on the correction, a majority vote decides, and a member can certainly abstain on such a vote. But when there are no (further) corrections forthcoming, the chair simply announces that the minutes stand approved. The chair can add "...as read; ...as printed; ...as corrected", if desired. And it should be noted that whether the member attended the meeting in question has no bearing on whether the member may offer or vote on a correction. A member can neither be compelled to abstain nor prevented from doing so.

But the question of whether corrections may yet be made to this simple list is equally problematic. This list had better still be identified as preliminary/draft/unapproved, i.e. subject to correction when the minutes are approved.

Neither the time nor the day can be suspended if they're in the bylaws, unless the rule provides for its own suspension under certain circumstances. That's why RONR recommends not including these in the bylaws but rather adopting a Standing Rule setting the time and day. Standing rules that are not included in the bylaws may be suspended by a majority vote.

That's why I said should instead of shall. 😎 It just stood out for me because I can clearly recall saying "The secretary will call the roll." just about simultaneously with my seat hitting the seat after the Flag Salute.