Gary Novosielski

Your bylaws probably contain a definition of what constitutes sufficient prior notice of a meeting. If the date of the annual meeting is specified in the bylaws, it may be that notice is not required at all, In general, if a particular number of days is not specified, RONR states that when prior notice is required it must be a "reasonable" time in advance. Yes, that's open to interpretation, and the membership has the power to interpret it.

The rules in RONR provide that after the nominating committee presents its report, the chair must then call for nominations from the floor. You will need to determine if your bylaws have rules that are inconsistent with that, which would take precedence.

No. And once the motion has been placed before the assembly by the chair, the mover may not unilaterally withdraw it, but must move for permission to withdraw it (majority vote or unanimous consent).

In that case, the variance has passed. It would have been possible to raise a point of order regarding the improper handling of the motion to table/postpone, or whatever it was, at the time, but it's too late now.

According to RONR, the tellers of the election are normally appointed by the chair. Since you appear to have a customized rule, you'll need to follow that.

So the motion to permit the variance was still pending when the meeting adjourned? If so, it should come up again, automatically, under Unfinished Business, at the next meeting.

If the chair should attempt to refuse nominations from the floor, a member should raise a Point of Order, citing the passage noted by Mr H. Individual elections would be held for any offices with multiple nominees. Ballot votes are recommended, but if your bylaws do not mandate a ballot vote, the assembly may choose. Yes/No voting on candidates is not appropriate.

RONR 11th ed. p. 435, ll 10-25 seems crystal clear.

It sounds like that to me, too.

RONR contains no such rule. It's possible the relationship might be a factor in debate on the merits of a particular motion, of course. The rules in RONR say that a member should not (rather than must not) vote on a matter of personal or pecuniary interest not common to other members. But the right to vote remains. You may have rules that supersede those in RONR.

I would add that if all council members were present, notice to the participants may be moot, but notice to the public might be a factor, taking your state's sunshine laws into account, which might affect whether the meeting would be considered "properly called". Given the circumstances, I'm, still leaning toward no continuing breach, but it sounds like this is worth a call to your council attorney, who, if a breach is evident, could advise how to cure it. Ratifying the action at the next regular meeting should be enough to solve the problem, should one actually exist. A final thought: it's possible that instead of Adjourning the council moved to Adjourn to a future time, which would imply everything is in order. Much depends on what the understanding of the council participants was at the time. Did they understand that the meeting would pick up later?

The methods may have been improperly applied, but I don't see anything in the nature of a continuing breach that would invalidate any action taken. The Town Council approved whatever the chair stated when the question was put, as long as the reconvened meeting was properly called with a quorum present.

When the president's resignation is accepted, the vice president, if you have one, will automatically become president, and the vacancy will occur in the office of vice president. Whether the board can appoint replacements is a question your bylaws can answer. If you have no explicit vacancy-filling provisions, check for a clause giving power to your board to handle business matters between meetings of the association as a whole. That might IMO authorize them accept resignations and fill vacancies, but without reading your bylaws in their entirety, and interpretation by your association, there's no way too tell from here. If the board does not appear to have the power to accept resignations and replace directors, you will need a special election of the general membership. Even after that, you may need an election within the board to fill officer seats. It's not clear from your question whether the board or the general membership normally does that. Special elections require previous notice, whether held a regular meeting or a special meeting called for that specific purpose, and whether at a board meeting or a general meeting.

And more to the point of the OQ, if the above are correct assumptions, then having given notice of a change from 1 to 3 would imply that an amendment changing instead to 2 would remain within the scope of notice and would be in order.

Do you have authorized teleconference board meetings in your bylaws, or alternatively, are they pre-authorized by state regulations, if any, covering your type of organization? If not, you can't do business that way. If so, the order of business would remain unchanged, to the extent possible. Special situations can be handled with special rules of order adopted by the general assembly, or included in your bylaws.

Yes, a motion either passess or fails. Since half is not more-than-half, it is clear that a motion that achieves a tie vote has failed to reach a majority vote.

A record of the board’s proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board’s minutes to be produced and read to the society’s assembly. Robert, Henry M. III. Robert's Rules of Order Newly Revised, 11th edition; §49. BOARDS

It means "or the assembly may direct (by means of adopting a motion to that effect) to be appointed". It means that the assembly decides to create (establish) a committee, which is then appointed (filled) by the appointing authority, in this case the president.

Establishing or creating a committee brings it into existence. Appointing a committee assigns its members. If a committee has already been appointed, then by definition it contains all its members. Chairmen of committees have no authority to add or remove members unless this power was explicitly included when the committee was established. The appointing authority normally resides outside the committee membership.

RONR defines it as physical presence in the same room. Telecommunication attendance is not authorized by RONR, and must be authorized in your bylaws to be allowed at all. Modification to quorum requirements to include telecommunication "attendance" would likewise have to be found in your bylaws. If the bylaws are silent, then per RONR, attendance implies physical presence only.

No. There are no rules in RONR regarding attendance requirements. If your bylaws contain such a rule, they would also need to specify what constitutes absent or present.

There are not three types of votes, only two, Yes, or No. Abstentions are never called for or recorded, as they are not votes; they re abstaining from voting. The names of voters are not normally recorded in the minutes for any vote except those held by the Roll Call method. I'm confused by the apparent obsession with unanimous votes. Are you referring to votes that MUST be unanimous in order to pass? RONR doesn't have such votes, but I ask because it's possible your bylaws might. Even so, what gets recorded in the minutes is typically just whether the motion passed or not, unless a counted vote or roll call vote was ordered. It is not a requirement of RONR that unanimous votes be recorded any differently from non-unanimous votes, for example: Mr. Johnson moved “that the clubhouse be painted red.” The motion was adopted after debate. By reading the minutes we don't know what the vote (presumably not counted) was, nor whether the vote was unanimous. We do know that the motion was adopted, presumably by meeting the requisite vote threshold for this kind of motion.

When it is desired to record reasons for a certain action in a motion. the use of a resolution including Whereas clauses is the preferred method.

Duplicate post.

What is this 2/3 vote to "suspend RONR" of which you speak?