Gary Novosielski

Not at all. Worst case, I meant the society as a group, as in "y'all" could benefit from a refresher, or in the lingo of the land of my birth, "youse" could "use" one. But the OP showed the obvious signs of true noble character by raising the question here, and should be commended.

If there is a difference, it is apparently not substantive enough for BG Robert and his successors to have taken notice of it. If they had, they might have said that the voter must be a member "at the time the result is announced", but what they did say was "at the time the vote is taken". And they identified this as one of the "fundamental principles of parliamentary law." [25:9] <emphasis in original> You are, of course, free to disagree with what they said, but I don't think you can disagree that it is what they said.

How does it differ? Let me count the ways. ... Three. (Which are left as an exercise for the reader to find.) But I'll grant you that it is probably the chair, and not @Peter123 himself, who needs the refresher. He needs to learn how to ignore abstentions, how to compare two numbers, and to recognize that his divide-by-two skills are less than reliable. The parliamentarian... well, don't get me started.

There y'go.

And the answer is pretty clearly, "Of course! They were a member." The business about vote changing is unpersuasive. I think all that rule tells us is that once the resignation is accepted, he can no longer change his vote. But neither can anyone change it for him. I see nothing there that suggests that there was anything illegal about the vote, and I do not think it should be changed even if it could be identified with certainty. A revote!? Based on what rule? I think that's a pretty fanciful interpretation.

No. In one-session meetings such as Board meetings, Reconsider must be moved on the same day as the original vote. [RONR (12th ed.) 37:10(b)]. And it must be moved by someone who voted on the prevailing side. The size of the assembly is not a factor. In committees, the answer would be very different. [See RONR (12th ed.) 37:35], but boards are not committees. In fact even the so-called Executive Committee, if there is one, is not an actual committee.

Those standards are good enough for me--retroactive frivolousness, of a sort, if not downright frivolity.

Presuming it came from a Bylaws Committee, then I think it would depend on how they report it out. If it did not come from a committee, then you have no choice--it must be handled as individual amendments. Revisions can only arise from a committee.

Since you do not have a vacancy-filling provision that specifically refers to the Chairman, the rule in RONR applies, i.e.: The instant that the Chairman's resignation is accepted, the Vice Chairman instantly and automatically becomes the new Chairman, to serve for the unexpired remainder of the term. The end point and length of terms does not change without a bylaws amendment. The new Chairman would presumably appoint a Director to serve until the next Annual General Meeting. Whether that person would necessarily be the Vice Chairman depends on your rules. If the Chair and Vice Chair are elected by the board from the board, then the Vice Chair position would be filled by a vote of the board, and it would not necessarily be the new Director. The temporary Director's time in office will end at the next annual meeting.. If that is the normal end point for that term, all is well, but if not, the election at the next meeting will need a special vote for that seat, and the person elected to it will serve only until the normal end-point of the term. Of course that person might be the temporarily appointed Director, who would be eligible to be elected.

Previous notice can be given two ways: [See 10:44] Orally at the meeting preceding the one at which the motion will be made; or Written, in a call of the meeting sent to all members. "Posting" an agenda is not considered previous notice unless you have adopted a bylaw or special rule to that effect.

Since the Board has not settled on a date, who knows what will happen. At this point you should simply carry out the special meeting as requested. But remember, you can take up only what was specifically described in the call of the meeting. If the call did not clearly describe the business item(s) to be taken up, then it's going to be a really short meeting. I would not bother showing up in that case, but maybe that's just me. I don't see the point of having a special meeting followed immediately by a regular meeting, but you probably can't do that anyway unless the "we" that you refer to means the board. Members can only request Special Membership Meetings.

No, nothing was adopted, so there is nothing to amend. Just make the motion again. It's too late to do anything else at this point. You need a refresher on how to count votes. There were not 25 votes, there were only 20. When people abstain, voting is what they abstain from. They did not vote at all. so the vote was 13-7. Since 13 is greater than 7, a majority was achieved, but unfortunately that's not what was declared. Whenever there are more Yes votes than No votes, a majority vote is achieved. Therefore, a tie vote is less than a majority. Abstentions are not asked for, and not counted. They don't matter.

No. As you can see, any meetings called by this rule are by definition special meetings. Regular meetings are those that happen at regular intervals according to the rules in your bylaws regarding how regular meetings are scheduled. There should be no need for members to request regular meetings, since these are supposed to be scheduled at predictable intervals. But since your bylaws state that these are to occur "as needed" the opportunity for confusion is magnified. Are regular meetings not taking place? In answering, remember to distinguish between membership meetings and board meetings. So far, I have assumed we are referring to membership meetings only. If regular meetings are not being held, one can be scheduled, but not under the 5-member rule--rather this is done by the president or board.

But what is weird, for lack of a better word, is that if the motion gets majority approval that is less than unanimous, it means that the motion has been adopted, yet cannot go into effect. And unless rescinded, it would remain in a superposition of states--on the books but not in effect--a sort of Schrödinger's Resolution, both alive and dead simultaneously, waiting for a unanimous vote that will never come. Is there no way to clean this up and ensure that zombie motions can simply be declared dead?

No, of course not. A president cannot decline to entertain a motion unless he can delineate specific reasons why it would be out of order. And even if he rules it out of order, the ruling is subject to Appeal (§24) by any two members (a mover and seconder), which places the question before the entire assembly, whether the chair's ruling shall be sustained. A majority vote in the negative is required to overrule the chair. In short, RONR does not endow the president with dictatorial powers. These would have to be found in your bylaws. About the only thing a presiding officer can do without the consent of the assembly is to eject non-members for disrupting a meeting.

Please quote exactly the paragraph that states Voting Members ... have the ability to approve any changes with 2/3 of current members voting in favor. That's a departure from the typical rules which require previous notice and a two-thirds vote. A two-thirds vote is very different from two thirds of current members. You're right that RONR has different rules for a series of individual amendments as opposed to what's called a revision, which is a complete replacement. It's up to your group where to draw the line between the two, but it may depend on some factors in RONR, for example: A full revision can only be proposed by recommendation of a Bylaws Committee established for that purpose. Individual change can be proposed by individual members, unless your bylaws say otherwise. Presuming prior notice is required, the contents of the notice will vary: A revision requires notice that it is a revision--i.e., that the entire document will be open to debate and amendment--even portions that are not changing from the old to the new version. Individual changes require detailed notice of what is being changed. The clearest way is to provide the exact language of each proposed change in the notice. As with a revision, this language is subject to debate and amendment, but only within the scope of the change as specified in the notice. This can get a bit technical, but an example would be a proposal to raise the dues from $30 to $50. It would be in order to move to amend the language to say $40, but an amendment to change it to $60 would be out of order, as it exceeds the scope of the notice.

Yes. Presuming your organization is subject to those code requirements, if your notice to all members occurs within that window and meets any other requirements of that rule, your special meeting is properly called. However, note well that unlike a regular meeting, at a Special Meeting only those items of business that are specifically described in the call of the meeting may properly be considered. So be certain to clearly describe those matters you want to take up, or you will have a properly called meeting that can't do any business.

That looks like two questions: What do we do right away for this election? How do we amend the bylaws to avoid future problems? The first question I can't really answer. I have not read your entire bylaws, and I doubt I could find a loophole if I did, since the authors seemed intent on tightly restricting normal procedures, for some reason. The second question is easier to answer. Get a copy of RONR 12th., read up on nominations and elections, including the language in the sample bylaws. Then, instead of amending your bylaws to allow write-ins and late nominations, just delete all the language that currently makes that impossible, and make sure your bylaws adopt RONR as your parliamentary authority. Less is more. Only include in your bylaws, exceptions to RONR's rules that you can truly justify as necessary in your case, and leave the rest to the parliamentary authority.

I'm not at all clear on what's being asked. And addendum to what? There seems to have been a change of secretaries? Are we talking about an addendum to minutes? I'm guessing all of this. I'm going to assume the question was something like: "When approving minutes drafted by a prior secretary, can corrections be offered to include matters that were decided at the prior meeting but inadvertently omitted in the draft minutes?" To which the answer would be "Yes, of course. That's what corrections are for." But that's not an addendum, that's just an ordinary correction. If the question is about something else, please clarify.

I don't think that works. A motion to Suspend the Rules and Adopt requires a two-thirds vote to pass. Adding words within the motion doesn't change that. Nor does it make the vote unanimous, which can only occur by an actual unanimous vote.

A meeting is either a regular meeting or a special meeting. If it's being requested by five members instead of by normal scheduling, then it's a special (called) meeting. If it's being requested, it is, by definition, special. The membership can only request a membership meeting. The five members of the organization cannot request a board meeting. If "the organization" is meeting, that's a membership meeting.

This ruling may be appealed by any two members and put before the assembly to decide by majority vote if the chair's interpretation is correct. See Appeal §24. I believe that even if that was the intent of the rule, it would also be subject to a motion to Suspend the Rules §25, but that would require a two-thirds vote. Also, is there any reason why your rules would not permit simply making such a motion under New Business?

RONR makes no distinction between "action" and "discussion" items, so there are no definitions for these terms. An item of business by the rules in RONR occurs in the form of a motion. It is up to the assembly whether they wish to act upon it, or merely discuss it and defer further action to a future time, or indefinitely.

If the bylaws do not prohibit the suspension of rules of order contained therein, then such suspension is not prohibited by anything else. Paragraph 2:12 is generally true, but it is a general rule, and subject to supersedure by more specific provisions such as those that apply to rules in the nature of rules of order. Since these provisions date back to early Cushing's and beyond, I have no trouble considering them to be part of the common parliamentary law. While this reply does not attempt to address the question of angels dancing on pins, I think it does address the original question.

I would assume that it would be in the order that you were each nominated.