Gary Novosielski

See if the following paragraph answers your question. Do your bylaws have similar language about the board having charge of the society's affairs between meetings? 47:57 The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly. For particular vacancies, see 47:22 (president-elect), and 47:28–30 and 56:32 (president and vicepresidents). See also 13:23 (vacancies in a committee).

I have read the bylaws excerpt several times, and I still have no idea what it is trying to say. But I can comment on some points: a majority is not 50%+1. It is anything more than half, no matter how slightly. Even 50% + 0.001 is a majority. So your bylaws appear to contradict themselves. I can't tell whether the intent was to redefine majority, or is just an error. But with a small board such as this it probably will not matter. You're confusing quorum with voting. Quorum, in an in-person meeting is how many members must be in the room for business to be conducted. It does not matter whether they vote or not. Voting by e-mail presents some problems. Have you adopted any rules on the subject? Merely saying e-votes are allowed leaves open some questions, such as how to establish quorum. In an in-person meeting, a member who abstains but is still present counts toward quorum. Do your rules say whether a person who abstains is counted toward a quorum? Do your rules say whether a person who abstains has "participated" in the election? If so, then your example of 6 votes to 4 is certainly a majority. You say that you wanted everyone to have a say, but are you certain that you want to effectively remove the right of a member to abstain?

I suppose it depends on whether you consider a motion to reinstate the member as tantamount to rescinding the suspension.

The fact that this is not an uncommon mistake may provide some comfort, cold though that comfort may be.

That seems to be confirmed by the fact that setting a time to adjourn earlier than one already set requires only a majority vote, implying that moving the time later would require more than a majority vote.

It does not. The fact that general membership members are invited to address the board, under a bylaws requirement that an item for hearing from non-members be included in the agenda, only allows them to speak their piece during that item. Per the rules of RONR, only board members may make motions during board meetings. But this rule is in the nature of a rule of order and can therefore be suspended by a two-thirds vote, assuming someone can come up with a reason why it would be necessary.

There you go thinkin' again. That never ends well. 😇

The standard order of business sets no time to adjourn, so no rule is being suspended by setting one. Besides RONR specifically states that this motion requires a majority vote, which would supersede any more general rule.

When an agenda is adopted it is done during a meeting already in progress.

In this context, members would refer to members of the Board. General members of the organization are considered non-members at a board meeting, and no, they can't make motions, if the rules in RONR apply.

The results of the vote could certainly be of interest, but I wouldn't give a plugged nickel to know that the mover was "Keith" or whoever.

Agreeing with Mr. Martin, Standard Descriptive Characteristic 8 is referring to a motion to Reconsider (§37) being made to the motion to Rescind, and that would not be in order at this point anyway. Rescinding a motion and Reconsidering a motion are two completely different concepts.

I am not clear why the board would be voting on a new board. Is your board not elected by your membership? In any case, a meeting to elect new board members requires previous notice. I'm not certain I understand how this applies to your organization, or who "they" are, or what "the same day as meeting" means, since presumably all business is conducted in a meeting.

I agree with @Richard Brown that the phrase: two-thirds vote of the Membership should be interpreted as a normal two-thirds vote conducted among the Membership, and does not mean the same as: a vote of two thirds of the entire Membership. And in this case, it is even clearer than that, since a careful reading of the language below indicates that it requires two-thirds of the Regular Members who are either present and voting, or not present yet voting--but clearly two-thirds of those voting--in other words, at least twice as many Yes votes as No votes, assuming a quorum is satisfied. Edited to add: I also strongly agree with the suggestion to strike Article X, Section C, and so simply default to the rules in RONR, in order to avoid unintended consequences.

A hundred fifty years from now, who is going to care who moved any given motion?

I don't think there is any prohibition against issuing a call of a meeting even if one is not strictly required. In fact, if a member is attempting to fulfill a previous notice requirement, I think that would be an excellent reason to send a call, even if it were not a routine practice. The secretary of a board on which I served used to send a comprehensive packet to every member and in it include a formal call, even though a complete schedule of meetings for the year was adopted in January. There were times when it was useful, but mostly was a formality that gave rise to little benefit and less cost. His successor in the office did not follow his example, and without any fanfare omitted a formal call from the packet. I don't think anyone else even noticed.

Not in those terms. There is some guidance that a member should not vote on a matter in which he has a personal or pecuniary interest not in common with other members. But there is nothing about who holds what board memberships. It is assumed that those doing the appointing will consider all the relevant facts.

Where was the Chair when all this was going on?

There is no specific rule on this, but I can see how the power to schedule meetings can be abused and create a situation that could be termed flagrantly unfair. Does the board have regular meetings, or are they all "called" (i.e., special) meetings? Do the bylaws have any rules regarding when meetings may be called? It's likely that the board is acting within the rules, but it's worth doing some research in the bylaws and other rules to make sure they are. But unless the bylaws grant exclusive powers to the board, it is subordinate to the general membership. So, if a majority of the membership agrees with you, and if none of your customized rules interferes, they could, at a membership meeting, adopt a motion instructing the board to hold its meetings outside of work hours, and the board would be obliged to comply. It could get a bit complex, rule-wise, but I think it could be done if there is enough support among the general membership.

That would be unusual, and it would be difficult for me to call it appropriate. But I'm not a member.

Not in RONR, no. RONR provides that classes of member other than simply "member" would have to be provided for in your bylaws, along with rules on how to handle situations such as you describe. Good luck. Check in if you need feedback on your draft language.

And others are arguing that the Earth is flat. Both groups are misinformed. In the first place, non-approval of minutes is not even an option. When minutes are being considered, if there are no corrections, or once all corrections have been considered, the minutes stand approved. The only way to object to the draft minutes is to offer a correction. And if the correction is not agreed to, then the language of the draft minutes stands. If the rules in RONR apply, the newly elected officers take office as soon as the results of the election are announced, which typically is before the minutes of that meeting are even written up, let alone approved.

RONR already authorizes such a method, which is to include the notice in the call of the meeting to which the notice pertains. RONR already recognizes email as being "written" communication, for rules requiring notice "in writing", to any members who have consented to that method of delivery.

There's nothing specific in RONR. Your organization is free to adopt your own rules on the subject.

Well, the purpose of the forum is to provide information on Robert's Rules of Order Newly Revised 12th edition, so that's where the discussion tends to center itself. I think you should be encouraged to direct anyone interested in parliamentary procedure to this forum, but I would not expect anyone here to recommend another alternative to RONR as being superior, even those who have a fertile imagination with respect to what the special needs of some hypothetical society might be. Considering that any society using RONR is free to adopt its own Special Rules of Order to supplement and even supersede those in RONR that they find problematic, it's hard to imagine an alternative that is more flexible, and certainly none that has more than a century of experience distilled into its rules. Speaking for myself, I have had the opportunity to experience a few of the methods touted as alternatives to RONR, and have come away with nothing but a greater admiration for RONR. I now have a rule that I will not waste my time in a group that has rejected RONR. But I'm always interested in what "new" ideas are being dreamed up--interested, but skeptical.