Rob Elsman

Most likely, the whole agenda thing should be dropped. In most cases, assemblies that meet frequently should use the established order of business. If the organization's parliamentary authority is RONR(12th), the default order of business is the standard order of business found in RONR (12th ed.) 41:5.

Insofar as the bylaw prohibits the suspension of a rule of order enshrined in the bylaws, such a prohibition is in the nature of a rule of order that is suspendable. 😂

As far as I can tell from the facts presented, the motion was, indeed, in order.

It's your rule. You tell us.

I apologize, but I have never had any luck searching for anything on this website. It's odd. I successfully use internet search engines, but this website's search capability seems to work differently, and I can't figure out how to use it effectively.

Mr. Martin, as far as I can determine from the fact situation, all the back and forth between members occurred outside the context of a meeting and is not a "formal[]" proposal. These are just a group of conspirators who are plotting what they want to do at some point in the future, if and when consideration of a relevant main motion is made in a meeting.

I guess I feel a little obligated to explain an alternate parliamentary path that has been opined by Mr. Honemann, but with which I disagree. Instead of using a series of two main motions, as I explained above, the maker can just make the desired main motion (which would be the second main motion in the series I discussed above). After the chair has stated the question on the adoption of the main motion, the mover can make a motion to modify the limits of debate. For example, he might move that debate on the motion will be limited to one speech of five minutes for each member. Before this subsidiary motion is voted on, the member can then move the Previous Question on all pending questions. If the motion for the Previous Question is adopted, Mr. Honemann is of the opinion that the question on the adoption of the motion, Limit or Extend the Limits of Debate, is then put. Under this scenario, the adoption of this last motion will result in a parliamentary situation where members can debate the main motion, but amendments would be barred. Mr. Honemann is basing his opinion on a very valid and worthy reading of RONR (12th ed.) 16:9. To be clear, I do not for a minute consider Mr. Honemann to be talking nonsense. I am of a different opinion than Mr. Honemann. I am of the opinion that the question on the adoption of the motion, Limit or Extend the Limits of Debate, becomes moot if the Previous Question is adopted and not rejected upon reconsideration. So, in my opinion, the path described in the previous paragraph will not work. I base my opinion on RONR (12th ed.) 39:3, since I hold that it is absurd to propose to limit or extend the limits of debate affecting motions that have all been rendered undebatable by the order for the Previous Question. The authors are certainly aware of this difference of opinion as to which rule is controlling in this situation. As far as I know, the matter has not been discussed and decided upon (and might never be).

Since RONR (12th ed.) clearly states that it is a fundamental principle of parliamentary law that voting is limited to those who are actually present in the one room or area where the meeting is held, the book cannot be used to answer the question how the use of voting by proxy affects the requirement of a quorum. Whatever rules give rise to the use of voting by proxy will have to also provide for whatever effect the use of proxies have on the requirement of a quorum. In other words, you're on your own.

The motion, "...to hold off on selling [...] for the foreseeable future" was not properly framed. The motion should have been framed as a motion to sell, which the board would likely have rejected. Had things been done properly in the first place, a motion to sell could have been renewed at any later session. Now that a mess has been made, it will be up to the board to figure its way out of the mire.

The mover can make a preliminary main motion as one of two main motions made in a series. As Mr. Kapur has noted, the adoption of this main motion will require a two-thirds vote, since its adoption would have the effect of suspending the rules. If it should so happen that the preliminary main motion is rejected, the mover of the second main motion in the series would have the opportunity to withdraw his motion before the chair states the question on its adoption without obtaining the permission of the assembly.

Since nothing seems to have happened, "formally", in the context of a meeting, I cannot find anything that violates anything with respect to parliamentary procedure. I do not understand the use of "proceedings". There are no proceedings, as I understand the facts.

Assuming the terms of office of some or all of the directors do not expire, you are correct. The item of business should be called up when the heading, Unfinished Business and General Orders is reached in the order of business. 🙂

Ok. So, what was the result of the objection?

Again, when a voice vote is the method of voting, the chair simply announces the result when there is only one nomination. There is no "yes/no" vote taken.

Maybe a little background would be helpful.

I think you answered your own question. He wanted to respond first in order to try to influence how other members would respond. I am less certain why you think the motion failed if this was some kind of election with "candidates". Were the rules in RONR (12th ed.) controlling, the elections would have been won unanimously, since abstentions are ignored when counting.

I agree with my colleagues. It is not likely that a shareholder's meeting with one voting member has much need for parliamentary procedure.

If no one wants to serve as recording secretary on a volunteer basis, one alternative is to hire one for compensation.

Since the "asked" part of the original post was written in the agentless passive voice, we really cannot determine who did what. Speculation on this is pointless.

Did the board member whom it is desired to replace resign his seat on the board?

The general membership assembly can certainly order the production of the organization's records for reading or inspection if it can decide what it wants to see. A member can make a main motion or offer a resolution at a meeting, and a majority vote will be required to adopt it. If a resolution is offered, the usual word, "Resolved", can be replaced with "Ordered".

Assuming that the committee had more than one member, I agree with Mr. Martin. Indeed, I think the chair should have just assumed the necessary motion and immediately stated the question.

Ask whoever told you to find it in the book, and then come tell us. We're all struggling to find it, too. 😉

It's a board meeting conducted in an environment of total chaos and rudeness.

I cannot do anything to maneuver around unwise or poorly crafted bylaws. You all adopted them, so the presumption is that you all want to live by them. The ordinary or "default" rule is that the body who elected is the body that is authorized to accept the resignations and fill the vacancies. So, in this case, the general membership assembly would have the proper authority if nothing in the bylaws conflicts. Within the framework of the bylaws, a special meeting does, indeed, need to be called to deal with the mass desertion of post. However, on account the serious bind in which the mass desertion of post left the organization, I would suggest that one alternative is to reject the resignations and begin disciplinary proceedings with an aim to find the deserters guilty of dereliction of duty and depose them from office rather than let them resign as if everything were honorable. This would leave a permanent stain on the deserters' records of service, just as it should. Should any of the deserters later decide to run for office again, the finding of guilt for dereliction of duty would be a heavy-weighted proof that the aspirant is unworthy and untrustworthy of the office he seeks.