Gary Novosielski

Since this appears to be a meeting of the general assembly, and not a board meeting, who cares what the board says? Unless your bylaws say otherwise, the board can't make up rules-- as they go, or any other way--that the assembly is obliged to follow. It is the assembly that issues instructions that the board must follow. The board is not in charge of membership meetings, especially not election meetings. The board may need to be reminded who's in charge. Since you have an election coming up, it might be quicker just to elect a new board that knows its role, rather than trying to educate the current one.

It depends (Doesn't it always?). The Standard Order (or, for that matter, a proper agenda) would not have any items listed under New Business in the first place. If this is an item the President wants to handle early in the meeting it's easy enough to include it under Reports of Officers, viz. of the President. As Shmuel points out, officers normally would not move their own recommendations, but rather have a member do it. Anyway, at this point there's nothing to be done except to learn for next time.

It's only fruitless if you acquiesce to the chair's behavior. 62:9 Likewise, if the chair ignores an appeal appropriately made and seconded, a member can repeat the appeal and if, despite its being seconded, the chair ignores it again, the member can repeat it a third time and if it is again seconded but still ignored by the chair, the member can immediately, standing in his place, put the appeal to a vote without debate. The question may be put as: “Shall the decision of the chair be sustained?”

Thanks for the paraphrases of the bylaws. What I was looking for was the exact bylaws language regarding how and by whom special meetings may be called; and what is the vote requirement for removing directors. Failing that, everything you have said so far suggests that the meeting is properly called, and if a quorum is present, can do business. If your bylaws really state that without a quorum the meeting must immediately be adjourned, then they are more restrictive than RONR. The rules in RONR prohibit any substantive business from being considered, but allow some very limited actions to be taken without a quorum. However, any provision in your bylaws would supersede that. Proxy votes are prohibited by RONR to the greatest extent allowed by law. Unless your governmental regulations mandate proxies, they are not allowed. Some organizations have bylaws provisions delaying the right to vote for new members. But if your bylaws do not contain such a provision, then new members can vote immediately upon becoming a member. So it will depend on your power of persuasion during debate, or on such other methods of communicating with voters you choose to employ. RONR does not restrict communication with members outside of a meeting, subject to the rules regarding executive session, of course.

That changes my answer. If the "agenda" is not adopted by the assembly, it is then more in the nature of a memorandum of business items to be handled, as an aid to the presiding officer, but it is not binding. Therefore, the presiding officer has more leeway, but still must stay within the proper heading of the Standard Order of Business unless the assembly agrees to Suspend the Rules to take up an item out of its regular order. The Standard Order of Business comprises the following subdivisions: 1) Reading and Approval of Minutes 2) Reports of Officers, Boards, and Standing Committees 3) Reports of Special (Select or Ad Hoc) Committees 4) Special Orders 5) Unfinished Business and General Orders 6) New Business In organizations that have adopted RONR as their parliamentary authority, that hold their regular meetings as frequently as quarterly, and have not adopted a special order of business, this series of headings is their prescribed order of business. [see RONR (12th ed.) 41:5 ff.]

And if that doesn't work there is always, "Awright, awright--pipe down y'animals!"

I agree with Mr. Brown's interpretation of the forms: a two-thirds vote of the Society; and a vote of two-thirds of the Society ...the former being a standard two-thirds vote in a meeting of that body, and the latter being an affirmative vote of that fraction of the body. I think both of those could be improved to remove any ambiguity, especially by including the word "entire" where that is the intent of the language.

Well, yes, the chair acting alone has no power to change the orders of the day, nor for that matter the power to deny a motion to Reconsider, without an explanation of what rule would be violated by entertaining it.

I think it would help to preserve order if the members themselves set a good example by seeking recognition and not interrupting each other. "Reasonably respectful" lies somewhere on a spectrum between properly respectful and feral.

Agreeing with Mr. Brown, you seem to have a superfluous step in your procedure. If the rules in RONR apply, the procedure would be: Announce the relevant item in the Agenda. Recognize the person known to be the "presenter" That person being recognized begins: "Mr. President, I move that..." If necessary, ask if there is a second Assuming there is a second, give preference in recognition to the mover to begin debate on the motion. This is where he would provide background and rational for adopting the motion.

RONR considers emails to be a form of writing, as long as each recipient has consented to receive information in that manner. So the citation you gave from the 11th edition is the provision that you are seeking to override. And that is the rationale for requiring unanimity in situations where there has been no opportunity for debate, yes a decision outside of a meeting is being authorized in the bylaws. It may well be that the lawyer included that provision because it is a requirement in the state regulations that apply to organizations such as yours. If so, it supersedes your bylaws. Would those "rules and procedures" include the requirement for a unanimous vote, or whatever threshold is permissible and desired, or should that be in the bylaws, do you think?

You seem to be saying that a single member called a special meeting. Is that allowed under your bylaws? If so, that is, if the special meeting is properly called, then the way you stop this is to attend the meeting and participate in debate on the motion to remove them. I'm not sure why you really don't want to expose as lies the allegations about them, but that seems to be the point of the debate. The phrase "a quorum [of] members [can] remove directors" is awkward. The word quorum applies to attendance requirements, not voting thresholds. I would assume that actual removal would require a two-thirds vote, with a quorum present, but it depends on the exact language in your bylaws with respect to how and by whom special meetings may be called; and what is the vote requirement for removing directors.

Well, there is certainly no rule in RONR that says such a thing. But I suppose neither is there a rule prohibiting them from asking. And if you're not an actual member of the group, they would be within their rights to demand it. You'll have to judge for yourself how coöperative you want to be with a group from whom you are seeking funding.

I think the proper response if the chair balks at recognizing the member who wishes to make the motion is either: Point of Order, after which the suggested language could form the statement of the point; or I Appeal from the Decision of the Chair, after which the suggested language could form the debate on the appeal. -or possibly both, in that order.

Perhaps "allegations".

Sure.

I don't think much of it either, but that wasn't the question. And I could probably imagine a situation where I might go along with it.

There's no one "best way" to appoint a committee. I'd say it would be toward the unusual side of the custometer to have the chair select members. RONR says that when referring a matter to a special (ad hoc) committee, the details like how many members, their names (or who shall appoint them) and who is the chairman, should be decided before (or just after) the motion to Commit is voted on. Allowing a committee to select its own members, or to allow all comers in the door, is not unheard of, but when it is heard of, it's not aways with compliments

Yes, that was the distinction that I referred to above, and that matches my experience.

Not more than 50%+1, but more than 50%, even if by a small fraction. For example, in a group where 99 people vote, 50% of 99 is 49.5, while 50%+1 is 50.5. But when 99 members vote, 50 Yes votes is a majority, since it is strictly greater than 49.5, even though it is not greater than 50.5.

Yes, the procedures in RONR 45:57-61 are intended to apply to a situation such as you describe, providing that mail votes are authorized in your bylaws for such situations, which we are told yours do. Mail votes are applicable only to the voting process, since debate cannot properly be conducted by mail. But your question appears to be about your state statute, and whether it allows voting by mail. And that's something we can't advise you on. I can only say that while I have heard of state statutes that allow absentee voting in corporate boards if the decision is unanimous, I have never heard of a state law that outlawed mail voting by the membership of all societies, particularly on weighty matters such as elections and bylaws amendments, for any but unanimous votes. Note well that it would be wrong to rely on this, since this is only my casual observation and I have never lived in Massachusetts. I say it only to encourage you to continue to seek clear answers from qualified legal advisors.

Yes. Double Jeopardy protections apply only to criminal charges. Discipline by a private society does not place anyone "in jeopardy of life or limb".

I thought that might the case.

Fixed that for you.

That's why I gave the rules for both cases.