Gary Novosielski

Another thing to consider is that if you elect everyone on the list and do not elect a president, your Vice President candidate will become president at some point.

Where was the chair all this while? A secretary reports the tally of a roll-call vote, and a tellers' committee reports the tally of a ballot vote, but neither ever announces the result. The chair announces the result of the tally. And unless the bylaws specifically say "majority of the members present," the secretary was flat out wrong, anyway. A 6-4 vote is certainly a majority of those present and voting.

Because in this case the Director apparently resigned, and was not removed by the membership.

Rejecting the primary amendment would mean leaving the original in-person meeting intact as in the main motion. That is not what the secondary motion did. Instead, it proposed an online meeting—a very different outcome. On this point I agree with Mr. Martin.

Well, your bylaws supersede any conflicting rule in RONR, so you may have answered your own question. But nothing in that paragraph seems to "clearly provide" that previous notice isn't required when filling vacancies, so 47:58 would still appear to apply.

That's not applicable in this case. Adopting an amendment to strike cancel and insert reschedule (to online or whatever) does nothing to the main motion, it only affects the primary amendment. Rejecting the main motion would mean not adopting any schedule of meetings at all, and neither amendment does that. Read 12:22 carefully. Rejecting is not the same as just contradicting the main motion. Rejecting in this context means having exactly the same result as if everyone voted No on the main motion. Clearly that's not the case with either amendment. The secondary amendment is fine, because it deals with what to do about the June 1st meeting.

Yes it would help to know what the main motion was, to which "cancel the meeting on June 1st" was a primary amendment. It might turn out that the primary wasn't in order in the first place, which might render the secondary irrelevant, or perhaps make it in order as a primary.

I don't believe it was out of order. The secondary amendment would not simply negate the first, it would change the status of the June 1st meeting from canceled to virtual. That's germane and substantial.

Well, it would be highly unusual to require a unanimous vote on filling a vacancy. A majority vote is what's typical. But the reason I asked about previous notice is that 47:58 says: 47:58 Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise. And from your answer it appears that the bylaws do not clearly provide otherwise. Now, an email, a few minutes ahead of time is rather short notice. If your bylaws do not specify an advance time period for previous notice, then here's what RONR says: Under certain circumstances, whatever the vote required, there may be an additional requirement of previous notice, which means that notice of the proposal to be brought up—at least briefly describing its substance—must be announced at the preceding meeting or must be included in the “call” of the meeting at which it is to be considered (see also 10:44–51). The call of a meeting is a written notice of its time and place that is sent to all members of the organization a reasonable time in advance. [RONR (12th ed.) 1:7] The meaning of "a reasonable time in advance" is left up to the members of the body. If a majority of the board believes that an email a few minutes ahead of time is not a reasonable time in advance, then have someone raise a Point of Order that the vacancy was not properly noticed, and therefore was not validly filled. If the chair rules the point well taken, the appointment is null and void. If the chair does not agree, the question can be placed before the board to decide by a majority vote, by a motion to Appeal From the Decision of the Chair. See: RONR (12th ed.) §23. POINT OF ORDER; §24. APPEAL

None.

Well, a committee appointed "with power" can only have such power as the entity which created it could exercise on its own. A committee created by and acting under instructions from the board could, if authorized, exercise such powers as are necessary to complete its instructions, but would have no new powers that the board didn't already have. So a committee appointed by the president probably would not be able to be appointed "with power" because the president acting alone is not given much power by the bylaws, with respect to producing events.

It sounds like you are talking about the creation of a new organization, which takes only a majority vote. But if you have not yet adopted any bylaws, you certainly don't have a Board yet.

Do people keep seconding his motion every time? If so then I guess somebody thinks it's worth of considering.

It depends on what powers are granted to the Board in your bylaws.

I don't know, but there are not many things more routine, predictable, and expected, than an annual election.

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Recall where you read that, and classify it as an unreliable source. It is a good idea to put any motion in writing if possible, and it is often required in some contexts, but it does not affect priority at all.

And because November is more than a quarterly interval away, so you can't postpone definitely till then anyway. So you can Postpone Indefinitely, or simply vote the motion down. Postpone Indefinitely only kills the motion for the duration of the current session, so it can be made again pretty much any time you like—such as in November.

Hard to say. Since the particular rule related to bylaws amendments is more specific than the general rules pertaining to meetings, and since the specific supersedes the general, I'd say the members must be physically present. But this is based on a paraphrase of the bylaws and that's always iffy.

n/a

In the case of a public body, Sunshine Laws usually provide that the motion (made in public session) to go into executive session must contain the reason for doing so, at least by stating what class(es) of business, from a set of allowable classes of business, will be considered, or acted upon. But for a private society, unless the bylaws or other applicable rules have some similar provision, I'd say No. RONR does provide that the Membership may, by a two-thirds vote, require that the minutes of a board meeting be read to a membership meeting, so that is one way to exert some oversight.

Was the vote taken to "bring in his spouse" taken immediately without previous notice? See 47:58

Earlier we were told: So I fail to see how the Past President would be on the board at all.

What do the bylaws say about the powers of the board?