Gary Novosielski

You must be presuming that the stated duties of the Secretary do not include a phrase such as: "...and such other related tasks as the assembly may assign," which is often a part of job descriptions (especially those I have had a hand in drafting). Besides, since the primary job of the Secretary is the drafting of minutes, it's hard to view this as a significant departure from the normal duties of the office. It's not as though the assembly ordered the Secretary to paint the clubhouse.

The only explanation is that nobody bothered to do anything about it. You are correct that it makes no sense.

Much depends on the details. Later in the same meeting, a motion to Reconsider the vote can often be made, but only by someone who voted on the prevailing side the first time. Certain motions can't be reconsidered, so I can't guess if this is true in your case. See RONR 12th ed. §37. After that, at a future meeting, a motion to Rescind can be made, as long as the adopted motion hasn't already been carried out. See RONR 12th ed. §35.

Sew wood eye.

One of my former places of employment had an informal rule on the subject. If an employee did absolutely nothing for an extended period of time, merely checking for no pulse was not sufficient evidence to have them declared dead. It required holding a mirror under their nose while waving a paycheck in front of their face.

Your search in RONR will end in despair, for it is not a rule at all.

That sounds like a self-serving bylaws provision, designed by board members for board members, and I'd certainly vote against it. The nomination process is actually simpler than most people think: If a member nominates an eligible person, then that person is nominated. It doesn't matter if that person is present, or wants to be nominated, or even is a member. As long as the eligibility requirements in the bylaws are met, the nomination is valid. It doesn't even require a second. As a practical matter, it's best to nominate people who, if elected, would agree to serve, so when nominating someone who will not be present, it is a good idea to be able to state that you have been assured (perhaps in writing) by the nominee that, if elected, they would serve. It doesn't affect the nomination process per se, but it might reassure people who would otherwise be hesitant give their vote to that nominee. But if you want to, you can nominate someone who does not want to be nominated, and in the extreme, even someone who explicitly says "I decline the nomination" cannot force you to withdraw it. As you have seen, the only time declining becomes a thing it is if someone has been elected. So it is possible for someone to be nominated and elected completely without their knowledge, and it's all valid, as long as they don't decline when informed of their "victory".

No, the president has no such power unless your bylaws are highly unusual. If the motion was properly made and voted on at a proper meeting, then it is in effect. President's can't generally order people to do things. The membership, by voting, can. Since the membership has decided to do something, it is the President who must obey the instruction. The Membership is the superior body, and the elected officers are subordinate to it. Also, "tabling" a motion is something that can only be done at a meeting and it can't specify an "until" time. The officers have no speicial right to make changes, except by making motions at a membership meeting, if they are general members. But since this question has already been decided, a member (whether an officer or not) who wishes to make changes would need to use the motion to Amend Something Previously Adopted at the next meeting. This motion requires a higher voting threshold since it changes a previous decision. Full details on the motion to Amend Something Previously Adopted are found in RONR (12th ed.) §35. But it is important to note that unless and until such a motion is duly adopted at a membership meeting, the original motion remains in effect.

1. No, the time window for using Reconsider is long closed. The board erred in placing the ad. A board is subordinate to the membership, and may not take any action which conflicts with a decision of the membership, which was not to place the ad. The membership may Ratify the action of the board members if it wishes, but they are under no obligation to do so. They may also adopt a motion of Censure to express their displeasure to the officers. 2. The report of the Nominating Committee is not the final event of the nominating process. The way you get nominations from the floor at the April meeting is simple: reopen nominations at the April meeting. If anyone objects, assume the motion to Reopen and take a vote—majority required.

I think I'll just ask if you have a question about Robert's Rules of Order Newly Revised.

You can either Rescind it, or use Amend Something Previously Adopted to amend it. These motions are discussed in §35 of RONR 12th edition. What does this have to do with Appealing from the Decision of the Chair?

Under what theory do you classify a special convention as a special meeting?

The rules for amending bylaws are usually found in the bylaws—in this case, your old bylaws. If those rules were followed, then the "modern" bylaws are valid. But it doesn't matter how many active members you have, it matters how many members you have. The membership, and not the board, votes on bylaws. And I have no clue what quorum requirements you have. If the old bylaws have not been followed, then have the rules on amending the bylaws also not been followed? Based on what you've said, I could only guess what your situation is now. It doesn't seem good.

Well, I agree, the use of "them" to mean "he-or-she" grates on my ears, since, as a person of a certain age, I learned in grade school that if you're speaking of an individual of unknown gender, you say "he". Somehow that turned from a simple rule of English grammar into a conspiracy theory. The irony is that English, when compared with many languages, is remarkably gender-free. Some have gendered treatment for most nouns, and most of those choices make no sense. Fortunately, I often have bigger problems to worry about. 🙂

Y' don't see that every day. 🙂

Well, it sounds like your interpretation is reasonable.

For all things of any kind, there exists a move afoot to insist on that thing—and another to abolish it.

I think the motion was germane to the question of "what bylaws shall be followed?"

Well, that's still confusing, but it's clear that the substitute did not simply negate the original motion, and so shouldn't have been ruled out of order. But from what you said, the substitute language was subsequently voted on separately and adopted, so that would seem to be that. In any case, there's no continuing breach, so no point of order would be timely any more. Other than academic interest, do you have an actual question at this point on how to proceed?

Well, it's called Elections and terms of office but it doesn't say anything about the terms of office? How do you know when the terms expire?

It's difficult to make sense of that poorly crafted language. A two-thirds vote is mathematically greater than a majority vote, so "two-thirds majority" is contradictory. Correcting for that, we have, "a two-thirds vote of the entire Officers." Normally a "two-thirds vote" has a defined meaning: two-thirds of those present and voting. Normally, "of the <particular body>" describes in which body the vote must occur. But this contains the word "entire" which is normally used in a phrase like "a vote of two-thirds of the entire <body>." And that would clearly mean all the members whether present or not. But that's not the language we find in your bylaws. (I'm not sure Officers describes a deliberative assembly, but that's another matter.) So with these descriptions, perhaps your assembly will be able to find an interpretation of your language that a majority can agree with. And one last point, since the meaning of two-thirds is well understood, the use of the parenthetical (2/3) seems to serve no purpose, except to sound legal-ish. Edited to add: For a normal two thirds vote, the vote succeeds if there are twice as many Yes votes as No votes. Abstentions do not count. For two thirds of the entire membership, the vote succeeds if the Yes votes are at least two thirds of the total membership of the body. Abstentions still don't count, No votes don't count, and absences don't count. All that matters are the number of Yes votes and the number of members. There is also a type of vote: two-thirds of those present, but that seems nothing like what you've quoted.

Would I be correct in thinking that the question involves the suspensibility of notice requirements if all members are present? If so then I agree quorum requirements are not at issue. And I agree that the absence of a single member could prevent the introduction of business that was not described in the call of the meeting.

Walking out is allowed. but unless your board has a 100% quorum requirement, I don't see how it could stop business. It's one thing to post a message saying "only if the full board is present" and it's another thing to have the authority to enforce it. Any board member could raise a point of order that the quorum requirement cannot be suspended, even by a unanimous vote.

Was the ruling correct? If so, where can I find the cite for it? After the committee motion failed, the “expert” was given first priority to make his motion to amend the existing bylaws, which passed. That is not a quote from RONR. There is nothing called a Substitute Motion in RONR. Substitute is a form of amendment. The text of 12:22(2), which refers to motions amendments that are not in order, says: 2) One that merely makes the adoption of the amended question equivalent to a rejection of the original motion. Thus, in the motion that “our delegates be instructed to vote in favor of the increase in Federation dues,” an amendment to insert “not” before “be” is not in order because an affirmative vote on not giving a certain instruction is identical with a negative vote on giving the same instruction. But it would be in order to move to insert “not” before “to” (“instructed not to vote in favor”), since this would change the main motion into one to give different instructions. As you can see, an amendment that reverses the sense of the original motion is very much in order. What is not in order is an amendment that would simply cancel the original, having the same effect as if it was voted down. So the answer to your question depends on exactly what the substitute said. From your description it seems like it was a substantial change that would do more than simply defeat the motion, but rather adopt a different set of bylaws, and that would have been be in order. But at this point it does not look like a point of order would be timely, at least not on that basis. But since the substitute motion was ultimately passed as a separate motion, I'm not sure I see how it makes a difference.

No. That would defeat the purpose of the rule. Any vote that does not satisfy the notice requirement would be null and void.