Gary Novosielski

This amounts to Proxy Voting, which is prohibited if the rules in RONR apply, unless there is a provision in your bylaws authorizing it.

There is no rule against it. As a voter I might make me think twice about the dependability of such a candidate, but that's what elections are for.

If you have a copy of Robert's Rules of Order Newly Revised 12th edition, the citations in the above replies will help you point out the exact language in RONR to the doubters.

I think @Josh Martin's suggestion that you refer to §2:14-24 explains the discrepancy. In case you don't have a copy of the Book, it says, in relevant part: 2:16 Special rules of order supersede any rules in the parliamentary authority with which they may conflict.⁵... __________ ⁵ However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule. If you have adopted RONR as your parliamentary authority, this footnote would apply. And the section on Discipline says: 62:16 Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society’s assembly as follows: .... So the rules that follow that statement in §62 must be followed, since your bylaws are silent on discipline, and these rules cannot be superseded by a conflicting special rule of order. @J. J.'s statement that special rules of order can supersede bylaws (especially as your bylaws are generally silent on discipline) is generally correct, but in the specific case of removal from office, the rule must be in the bylaws themselves. Since this is not true in your case, the rules in §62 apply.

In many cases it could be but there are exceptions. we'd need to know more about the motion: what it said, and what was done to carry it out beyond announcing it (or maybe the announcement was the whole point?) Either say more here or if you have a copy of RONR 12th ed., check out §35.

Whoever your bylaws say can call a special meeting. They should also say how much prior notice is required. Also, the (written) call of the meeting must specifically describe the item(s) of business which are proposed to be considered during the special meeting. No other business is in order at that meeting.

No. Actually the December minutes should state that they were "approved as corrected". If you want to see what the corrections were, you look at the final copy of the November minutes.

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I assume you mean the Previous Question, and yes, it might be a solution, but I agree with @Josh Martin that we have no clear picture of what the problem is. Even so, the vote threshold of the PQ is an example of a rule protecting a minority of a certain size. As far as the OP's "problem" is concerned, if the situation is such that the minority is actively participating in the consideration of a question, then they are doing just what RONR intends. The right to attempt to change the minds of the majority through the deliberative process is the primary right of the minority that the rules seek to protect.

I agree with @Josh Martin's reply and would only add that, in the case of a Special Meeting, it is somewhat unusual for an agenda to exist, since only items of business specifically described in the call of the meeting may be considered. An agenda seems to serve no useful function in that case.

Any member can call another member to order for a breach of decorum, but it is the duty of the presiding officer to maintain order, and a Point of Order can be properly raised if that's not being done. A motion to Adjourn has very high precedence and can be made at virtually any point during a meeting as a privileged motion, but in that form it may not interrupt a vote in progress, may not be made if another has the floor, and requires a second. Once moved, it is neither debatable nor amendable, so the vote (majority required) would be taken immediately. While it is technically not amendable, it does yield to the privileged motion to Fix the Time to Which to Adjourn, which could certainly change the effect of adjournment.

There is no specific requirement that reports must relate to other business items, although reports can contain recommended motions which, when moved, become business items.

Typically minutes are recorded by an official with the title Secretary or Clerk. In government bodies this person is an employee, typically not a board member, except that the rules may provide that this person is an ex-officio member of the board, with the right (and arguably the duty) to attend meetings, but typically no right to vote, unless they are elected by the public. This situation does not conflict with RONR, but it is different from what usually occurs with private societies.

Yes, duly adopted resolutions should be implemented without delay. Implementation should not wait upon the approval of minutes. The effect of approving minutes is that they are agreed to be a true record of what was decided at the meeting. Pending approval simply means that there has not yet been an opportunity to approve them. Not approving minutes is not an option. There is no such thing as a No vote on approving the minutes. The only way to object to accepting the draft minutes is to offer a correction that, if agreed to, would make them acceptable. But note well that once any corrections have been considered (whether agreed to or not) the minutes stand approved, without any "final vote".

Well, sure. If the bylaws authorize such teleconference type meetings, then the meaning of being "present" is extended. So far I don't think we've seen any evidence that they do so. Perhaps @Anthony can enlighten us.

RONR Quorum rules apply to in-person meetings, which are the only kind of meeting authorized by RONR. I assume Art. IV. §5 refers to your bylaws. The quorum number would be the same whether people vote or not; all that is required is presence No section in RONR authorizes absentee voting. See 45:56 Any reference to electronic voting in §45 refers to digital voting devices used at proper in-person meetings, and so the same quorum rules apply. Unless your bylaws explicitly contain rules that say otherwise, only in-person meetings where everyone is in the same room at the same time, count as real "meetings". Any so-called votes taken by other means are meaningless—as if they had never occurred. And if your bylaws do have such rules, you will have to refer to them for matters such as quorum etc. If the rules in RONR apply, the lack of a specific quorum does not mean there is no quorum. It means that the quorum is a majority of the total number of members in the body that is meeting—in person.

I'm not sure what the stated purpose of the first special meeting was going to be. But I assume it's true that the proposed stockholder meeting to impose some sort of discipline on the members accused of flouting the rules poses a substantially different question. "The board has spoken" does not imply a unanimous decision, but rather a majority decision. However, in this case, the board had not spoken, since a 4-4 vote does not have a majority on either side. And in any case, even if the board had spoken, it had not spoken on the question of disciplining board members, which is not even a board matter, but rather a stockholder matter. And why would the board need to speak at all, when a single officer, without any vote of the board, can apparently call a stockholders meeting at will for any purpose? Has the lawyer actually read the bylaws? It doesn't sound like he has read Robert's Rules of Order Newly Revised, for that matter.

Yes, that rule is designed to protect a minority of more than one third from being prevented from debating an issue even though a majority may wish to cut off debate. But it can't be used by the minority to "hold the organization hostage" because it only preserves their right to debate, not the right to have their way. Unlike the U.S. Senate, debate in an ordinary society cannot last indefinitely. Once everyone who wishes to do so has spoken on an issue twice, the chair will put the question, and the majority will prevail. While it might be possible to suspend the rule that requires a two-thirds vote to cut off debate, suspending a rule also requires a two-thirds vote, so it's unlikely to succeed.

The rarely seen three-halves vote is probably an error.

RONR has no requirement that an agenda must be provided with the call of a meeting. These rules are your own customized rules and so RONR will have little or nothing to say about what they mean. Interpreting ambiguities in your bylaws is something your organization must do for itself. If you determine that rules are being broken, the way to correct this situation is typically through the Point of Order and subsequent Appeal process. [See RONR (12th ed.) §23-24]. There is no Parliamentary Police to enforce the rules if a majority of the membership does not care. In that case, the choices are usually reduced to two: Organize the other members to support the rules, or Vote with your feet.

In this case it appears that the speaker is already being interrupted (presumably improperly) by others, but the chair is not intervening to prevent this. In that case I think a point of order that the chair is failing to maintain order is appropriate. It is also possible for another member to call the offending member to order, but it seems to me this is the chair's job, and the chair should be encouraged to perform it

Where can you find what? I'm not sure whom that reply was addressed to, but it may not matter where it is in RONR because your local rule supersedes the rule in RONR. But fortunately the two say practically the same thing: The only items of business that are in order at a special meeting are those which are described in the call. RONR says that [RONR (12th ed.) 9:15], and your bylaws say that, sort of. At least that seems to be the intent.

Quorum refers to the number present, not the number voting. That's why vote thresholds use the phrase "present and voting", because one does not imply the other automatically. Members are still considered present if they are still present. If they "abstain" by walking out, they are not considered present.

Yes, as the paragraph I quoted said, they must meet no less frequently than quarterly, must have adopted RONR, and must not have adopted special rules to the contrary.

Yes, as long as this proposed business is clearly described in the call of the meeting, no rule prevents addressing it in a special meeting.