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I also recommend consulting an attorney. Our HOA association held a board meeting to inform us that . I wonder (probably legal not parliamentary) if by having this meeting (and the details of the meeting) as you describe - might indicate board/HOA endorsement of the matter.

I believe (correct me if I am wrong) another option would be for one of those tied for eighth to withdraw or concede.

Depending on the details, this might be some kind of officer report given at the next meeting and/or some kind of communication to the Board or membership.

It is not ambiguity so much as the interpretation and "original intent". Such terms as "members", "voters", etc. 100+ years ago were commonly assumed to be male. The "original intent" may clearly have been "male only". The clear intent of the organization back then may well have been "male only".

OK - so, let's suppose an organization's Bylaws were adopted in the early 1900's and there were references to "members" or "voters". It may be 100% true that the intent of those who adopted the Bylaws was that these terms clearly applied only to men or males. Would anyone defend the "original intent" today? I would not.

There are many fine organizations (I am part of several) that hold various types of elections decided by plurality. I don't know if plurality elections would cause you to not participate in such organizations. Note also that, according to RONR, some actions require a 2/3 vote.

To the person(s) asking for limited detail in the minutes - I would ask how the members of the entity meeting would (or could) know whether the motion approved was acted on fully and completely? Who is asking this and why?

Unless the details (such as pistols from 20 paces) were defined in the Bylaws.

Some organizations choose to have a position of Recording Secretary and another position of Corresponding Secretary - and their governing documents define the duties and responsibilities.

It is also not uncommon that an organization's Bylaws may state which position(s) may and may not be held by the same person. Among the commonly so specified offices are Secretary and Treasurer.

Or in politics

In fact, I would be quite sure there are organizations with a large percentage of convicted felons. Perhaps some organization composed of prison inmates.

1. While there are certainly disadvantages, a Bylaw specifying plurality voting could simplify the election process. I am a Board member of such an organization 2. Other Bylaw options might be explored, such as "instant runoff" voting and eliminating some candidates for subsequent votes

A majority or 2/3 vote (when defaulted to RONR) means of those present and voting. Some organization's bylaws may require this be of the entire Board (or organization) or of all positions (whether filled or not). That is why the EXACT and full details of the bylaws are needed for this answer.

If the Board is dysfunctional because of lack of attendance at meetings, perhaps "suggesting" that those who do not even show up resign might work. Sometimes, "dysfunctional" boards are due to members whose entire "role" is causing trouble. If you give such folks a "job" with some work to be done - sometimes they leave.

An even number board does not always result in a "tie" issue because of absences or those who abstain.

I agree. In this situation, the president votes (or can vote) all the time.

I suppose that eventually, the membership will elect the director for this position. Check the details.

The way I read the provision, it is not automatic because of the words "shall have the option". It may not require a vote, but it seems to me that such directors who wish to become a "director exempt" would need to so indicate and this be recorded in the minutes.

I don't think so. Even if this could be done, what would it mean?

It seems the key here may be whether previous notice is/was given. With previous notice, just a majority vote needed. [UNLESS there are overriding denominational rules/procedures, etc.].

When the term is up, presumably there is an election to elect the person to fill that spot.

If your organization is an approved 501c3 public charity, what do/did you have (as far as the organization) as the details of the organization when it was approved for that status?

I am a member and official of an organization and we have the following provision in our Bylaws: Attendance and removal. If a director or ..., if applicable, fails to attend regular meetings of the board or ..., respectively, for 3 consecutive months, or 4 meetings within a calendar year, or otherwise fails to perform any of the duties as a director or a ..., the office may be declared vacant by the board and the vacancy filled as provided in the bylaws.

I suggest that Club President should have known what motions are and are not in order at the annual meeting of members, or should have had a resource available to consult at the time. Be ready for next year and following years.