Gary Novosielski

There is no way such a motion would be in order. The motion to Lay on the Table can never specify a time period. The question lies on the table until a motion to Take From the Table is adopted. If this is not done by the end of the following regular meeting, the question dies. A motion to Postpone Definitely can specify a time to which the question is postponed, but this cannot be beyond the following session either. Such a postponed question becomes an order of business at the next meeting without needing a motion to bring it back. In neither case can any question remain in either status for more than a quarterly interval. So the motion at this point is dead, and can be renewed (made again) whenever it appears that the necessary conditions to consider it have been achieved.

Are you sure you didn't mean completed (finished) when you said commenced (started)? That would seem to make more sense. If so, assuming this suspension was properly done in the first place (which I have no way of knowing) then once the fixed term of the suspension is completed, restoration of rights would be automatic.

Amending the bylaws requires following the process for bylaws amendment usually contained in the bylaws themselves. The change of so much as a single comma can be a substantive change, so there is only one amendment process for all changes.

I'm not sure what you mean. If the revision is still under development, deleting that provision could be done before bringing the revision to the general assembly. If it's completed and tied up in nice ribbons already, that provision can be deleted by an amendment offered while the revision is pending before the assembly. Either way would work.

It seems so, but that would probably be the case anyway. If I lived there I would vote against those council members when up for reëlection. It is evidence of extremely poor judgment. 😏

No rule in RONR requires either of these.

Yes, you are correct. The chair's ruling was incorrect. Dropping the lowest vote from the ballot is not proper. However, if no timely point of order was raised, I don't think this constitutes a continuing breach. 46:32 Whichever one of the preceding methods of election is used, if any office remains unfilled after the first ballot, the balloting is repeated for that office as many times as necessary to obtain a majority vote for a single candidate. When repeated balloting for an office is necessary, individuals are never removed from candidacy on the next ballot unless they voluntarily withdraw—which they are not obligated to do.¹ The candidate in lowest place may turn out to be a “dark horse” on whom all factions may prefer to agree. _____________ ¹ An organization could suspend the rules, or adopt a special rule of order, so that the nominee with the fewest votes is dropped from the list of nominees for succeeding ballots in the expectation that voters will then confine their choice to the remaining nominees. Only a bylaws provision, however, could make the dropped nominee ineligible for election so as to render illegal any subsequent votes cast for that nominee. (See 46:2.)

Yes, RONR 12th ed. 46:40. 46:40 If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or “acclamation.” The motion to close nominations cannot be used as a means of moving the election of the candidate in such a case

A lawyer and a parliamentarian are not the same thing.

Yes, it sure does. I'll fix that. Thanks.

No. If the rules in RONR applied, the president could cast a vote any time that one vote might affect the outcome, to create or deny a majority, or achieve or deny a two-thirds vote, or whenever the vote is by ballot. But unfortunately, your bylaws say the president may only vote in case of a tie. And your bylaws supersede the rules in RONR. Do your bylaws say that the member in question shall be excluded from such a meeting in the first place? If not, then I'd say they have the right to be present, and even to debate and vote on (presumably against) their own removal. But stay tuned for other opinions. It depends how many vote. To satisfy a two-thirds threshold, there would have to be at least twice as many Yes votes as No votes. If everyone votes and the result is 6-3, that is a two-thirds vote. But if three people abstain, the vote would have to be at least 4-2. Edited: Your bylaws say two-thirds of all the directors, which would require six votes in all cases. No, according to your rules they must at least have a belief that "the best interests of the corporation will be served thereby." Of course there's no way to prove that they have a good-faith belief of that.

The elections should be held in the order that the offices are described in your bylaws.

Well, you can't Rescind something that was not previously adopted. But perhaps the situation is that this "substitute" was in fact a motion to Amend Something Previously Adopted, and that this amendment was in the nature of a substitute. If that's the case then it's conceivable that one vote would be sufficient to adopt the change. In that case, rather that rescinding, the same motion--to Amend Something Previously Adopted (q.v.)--could be made in an effort to make the adopted provision say whatever it is supposed to. Both of these motions have identical characteristics, and for adoption require: A majority vote with previous notice; A two-thirds vote without previous notice; or A vote of a majority of the entire membership of the voting body; ...any one of which will suffice.

Yes, I had. But I don't think it's significant in this case, since I would bet $1.50 that the Chair was elected from among the "regular" members. If that's the case, then I would agree with @Atul Kapur that removing this person from the board would likely create a vacancy in the office of Chair. I'm not certain the bylaws were crafted with sufficient precision to state this clearly, but it looks like the intent was that officers were to be elected from among the regular members of the board, and hold office contingent on continued board membership.

We do? What is/are the other kind/kinds? From what I've seen, "regular" members are the only kind mentioned and for all I can tell, all that there are.

You appear never to have voted on the motion as amended (substituted). If that's true, then the original prior situation is still in effect.

RONR prohibits proxies to the maximum extent permitted by applicable law. So any rules related to proxies will have to be found in your own rules, or in such laws or regulations as may apply to societies of your type, if any. They won't be found in RONR. There is no such thing as "temporarily" setting the quorum to a lower level than that specified in the bylaws. It would require a bylaws amendment.

The question is whether the assembly would have had the right to authorize this group of officers to write this letter, if they had wanted to. If that's the case, then they can Ratify the actions. 10:55 An assembly can ratify only such actions of its officers, committees, delegates, subordinate bodies, or staff as it would have had the right to authorize in advance. It cannot make valid a voice-vote election when the bylaws require elections to be by ballot; nor can it ratify anything done in violation of procedural rules prescribed by national, state, or local law, or in violation of its own bylaws, except that provision for a quorum in the bylaws does not prevent it from ratifying action taken at a meeting when no quorum was present. If you do ratify the action, then the original letter is retroactively valid, and there's no point in sending another one--unless you want to advertise to these other organizations that yours is somewhat befuddled about what it's doing. But if you're intent on doing that, go right ahead.

Unless you decide not to ratify the action and instead decide that the previously sent letter was not authorized and should be withdrawn, I see no point in notifying the recipient of anything!

Since all the officers are elected from among the board members, I don't see why you would think the Chair is not a board member.

never mind.

Most apps allow blocking of texts or emails.

I'm assuming that line labeled "To be cast for quorum purposes only" actually a wordy way of voting Present or Abstain, but still counting toward a quorum. If this is a correct assumption then by all means count those ballots toward a quorum, but be careful not to count them as "ballots cast" when determining the majority required to elect. Ballots that do not indicate a preference are ignored, for the purpose of counting votes. For example, if 49 ballots were returned marked Quorum Only, and one ballot was written in for Juniper Finch, then J.F. is elected unanimously.

Please explain whether these business meetings are meetings of the Board or of the Membership. Membership meetings, and most particularly those at which elections are held are not subject to cancellation by the Board in the first place, if the rules in RONR apply. When the elections do take place in January, this fact should be taken into consideration when deciding which board members, if any, deserve reëlection.

According to RONR, a bylaw cannot override a state statute. But with respect to interpreting the fine points of the state statute, you'd need to consult a lawyer.