rynait

bylaws states there are three types of meetings; annual meeting [march], general meeting [body=members can move, second and debate, only board vote -- 14 votes], emergency meeting. bylaws states notice sent to all member. that is listed members aka 250 people. representative has the vote power in general meeting. Quorum in emergency meeting also includes representatives. that is a catch 22. bold. requires one to have a prior meeting to setup a meeting. however a representative texted to me late last night (she is upset), only got the notice [she is privately aware of president obstruction email(s)], and has sent email pestering president where is the invite. She wanted me to call her in the morning. Apparently she was not asked beforehand to "choose to hold a closed meeting". first of all the emergency nature of the meeting; I feel is inappropriate. clearly an wolf den abuse. second they can wait until April 29th which is a scheduled general meeting; we [members] still waiting on Notice sent out for that April 29th meeting which has been affixed in prior general-annual meeting. So what is the suggested reply to the invite email? another question. could the invite make motion second debate and vote in closed meeting? Roy PS I am not participating in their closed meeting, because of AOO.

Hello, even though I already suspect the nature of this notice and invite pertains to which I am not willing to do. the problem. an email notice sent out (to members and board and representatives) saying this... president calling emergency meeting April 8th, 2023 at 3:35pm notice sent out by email 4/9/2023 9:47 PM. meeting will be zoom meeting to begin on Monday April 10th, @ 7:00p (all times listed from that single email) In that same notice states meeting shall be closed meeting. little thing stated in same notice "The meeting will be recorded, the minutes will be shared with the public at the next meeting." (sic) bylaws states emergency meeting notice has to be sent out 36 hours in advance. and no where says anything about closed in that bylaws. but there is a bylaws clause that I need clarification whether interpretatively is allowing e-meeting or not? cut and paste 6. Electronic Vote a) The Officers may use video conferencing and/or meetings via email (as called e Vote) as long as the requirements are met. Any decision/approval must be recorded for the next meeting minutes by the Secretary. end cut paste. Now in another email president sent me the code to access the zoom meeting and invited seven officers, one member, and myself but left out 6 representatives (representatives has right and voting power in all type of meetings). The nature that I suspected; has to do what I am doing, this organization is working with with Another organization [call this AOO] for strategic purposes with a project. AOO posted on their website, saying meeting is open to everyone; published their agenda and date time of next meeting [aka April 11], and listed AOO contact phone number. This is the number I called inquiring whether AOO's Board Of Directors meeting is open to public, and whether I can obtain a copy of AOO bylaws. I even requested interpreter and they [AOO] told me all is set-up. And yes I am still going to attend the AOO's meeting. President's emails prior to invite and notice email, was trying to order me to stop. then force me to go through another member [chairperson of that project] regarding other organization. I told him I am attending as public and did not utilize original organization name in the correspondence with the other organization. He repeated second time. So I am not going into the wolf den and let them debase me. even though I know my rights as public. My problem and question. I wanted to reply in email; NO this is not proper to have a closed meeting and you must attend the general meeting; April 29th. I realize this reply might be ignored due to fact not yet a meeting to raise point of order and appeal. What is right thing to tell all participants (in the invite) email and I want to pre-protect myself. Roy

Does this 60 day transition rule apply in all cases or just regular elections? It seems rather unusual that it would apply to resignations. Depending on what the rule provides, it may be no suspension was necessary. Just the election. the 60 days transition is not applied to vacancy-resignation.

Managed to snag outgoing officers and incoming officers convinced them to: a) Outgoing President hold his "last" general meeting on April 29th with three session(s), b) session broken down as standard General Meeting, Standing Rule "packing" session , Bylaws session c) acknowledge mistakes was made March 26th. in General meeting; declaring Bylaws attempt [March 26th] dead, 60 days wait is back in effect. d) Standing Rule session will be bandaid approach take out few sections out of March 26th bylaws; rewrite as policy and board adopt into standing rules. e) Bylaws session redo the bylaw proposal and vote adopt March 2024.

Yes, it is correct that it is permissible to suspend certain bylaws clauses by a 2/3 vote, but in my view, this is not one of them. Even to the extent that it was, rules can't be suspended months in advance under RONR. "Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14." RONR (12th ed.) 25:7 "Rules that have their application outside of the session which is in progress cannot be suspended." RONR (12th ed.) 25:13 I grabbed my RONR and read chapter 25.. Needing clarifications on correcting the action [reverting] A) my attempt to suspend to allow amendment adoption vote is greater than 1 day (march 26th), is out of order; and also further more out of order due to no clauses in bylaws for suspension of itself [amendment]. This is simply easy fix; raise point of order pointing to Chapter 25 that bylaws suspension is out of order. Result is revert proposal back to March 2023 stage which is no vote. um thinking. has to die due to 50:30. bylaws committee is temporary committee and expires. As well have to "do-over again" the proposal amendment. Is that correct fix explanation? that 60 days wait clause is in Articles of Incorporation; and was suspended in march 26th. Is this also out of order under RONR 25:8 [other than the 60 days time]? theoretically the fix; old officer back to work and new officer wait the 60 days plus time... Recall those old officers had intention of resigning (incomplete procedure) prior to suspension motion being made. How do we fix this particular suspension?

Chapter 57.1 refers to Chapter 35 for process of how to do it. And Chapter 57.1.1 is invoked... The change in bylaws for amending amendment is [exact wording]: A. Amendments may be proposed at least 30 days before the Annual election so that they may be announced and voted upon. B. Amendments to these Bylaws may be made by a two-thirds (2/3) majority of the members present at an announced Annual election. 60 days and assumption of office is in our Articles of Incorporation. Transition meeting mandate is in the Bylaws. Yes. no later than March 30 (March is 31 days). thus past the deadline. no remedies. I think you have your terminology a little confused, but yet, what you describe is possible. You could hold the annual meeting on April 29 and, at that meeting, set an adjourned meeting for a later date. These two meetings would both be part of a single session, and both meetings of this session would be part of the "annual meeting" in the sense that term is used in the organization's bylaws. Organization still not have "annual" meeting in April, because of fail to send out notice on time. The Idea I saw; In our bylaw does not have "pre-condition" rules (call for a general meeting); Bylaws says 2 week notice and at least 5 officers are present satisfies general meeting. By the way Notice of any kind for April 29th has and still not sent out at the moment. There is one more thing to check, whether the affix date in previous meeting [in minutes] states "annual meeting". Only the assembly itself may make a decision to restrict the business that may be conduced at the meeting in this manner. This would require a 2/3 vote. The board may not impose these limitations on the membership. The restriction is written in bylaws already [stated earlier] NOT board. Wait. finger counting. Realizing 30 days notice toward May; after April 29th ends up in June 1st. A question. Could we send May meeting notice before April 29th meeting takes place? What? not in RONR. I believed the body (members) could suspend certain bylaws clause(s) by 2/3 vote. Another possible mistake?

My thinking is clearly inappropriate. however after reading 8:3 and various chapter 8. I think we might get away with such structure; based on the incident(s) stated in first post. Please verify whether this concept is in order or not. We can (if bylaws permit) hold "two" meetings... in format of two sessions. Session A being General Meeting and Session B being Bylaws. A) Send out Notice defined in our bylaws [2 weeks] for general meeting on April 29th at same venue already reserved and in the notice will state have bylaws session after the General meeting. B). the bylaws session is restricted to debate and "other motions". [see C why vote not included] C) the amendment constriction suspension allows chapter 35 amendment vote to be taken at April and/or May, suspension does not apply to bylaw's the 30 days 'proposal or new amendment is not allowed prior to annual meeting' and '30 days notice sent out for annual meeting' clause. April 29th is now "strangulated" [not able to vote to adopt] Question: could members move to reconsider March "bylaws clause" suspensions at April 29th meeting?

Should I edit-reduce-delete the dramatics in 1st post (discovered i am not able to edit?) in connection to item 1. I am still waiting on the materials and checking whether this "amendment" progression is in compliance with chapter 35. I do plan raise point of order at April 29th meeting .. wait (question further down..) Item 3c, Organization is using different election-assumption methodology; elect officers; within 60 days, 1 or more transition meeting (all old and new officers); after 60 days, at next meeting before adjourning, New Officer take oath then assumes the office. The purpose for this methodology is to get new officer on 'track' with business progression, disposing businesses ('final' committee reports per RONR 50:30) without skipping a business 'beat'. I thought we could tell other (organizations business etc.) to wait a bit longer for us to understand what is done, pending and future progressions. from your advice; sorry no way. So this "60 days suspension" most likely stress the organization progression. question, the old board officers did affix 'next meeting' as April 29th for bylaws/annual meeting thus recorded into March 26th minutes. Did that affect notice deadline [30 days]. I had to re read Chapter 9 carefully and thinking. Chapter 9.4 gives me the answer: NO. Does officer still have to show up at that meeting anyway due to affixed date? Thinking how do "Can we convert intent of April 29th annual in to general meeting [2 weeks]" Need to go back to reading RONR about that.

My question is in the convoluted area bullets on bottom. In shortest summary i am asking 3 questions. 1. how do i address the logistics of the Amendment based on what transpired (if found mismatch in Chapter 35). People calling me thinking what transpired is not in compliance with RONR Chapter 35. Give me some suggestion to guide our Incoming President to state to the membership, if something is found to be a chapter 35 mismatch. 2. what is the proper sense of process or frame of timing to ensure outgoing secretary comply with sending [notices/media] and then turn over the materials/password? 3. with respect to what transpired where members became disorganized, I believe there are 3 things might need to be addressed; and how. a) 30 day notice deadline is missed, how to address this with membership avoiding appearance of lousy new officers. b) directions given in email which will violate chapter 35; should I correct it ASAP (as soon as i get password) or wait until April 29th. c) How does incoming officers enforce or declare business [out in the city] be slowed or paused until officers are brought up to speed.

Hello all, this is what happened and this time I was present at that meeting and realizing potential convolutions (italicized in story), and inquired as bulleted further below and I have desire to bring this in proper order or ruled out of order. (two events all tied together). I would like to apologize in advance for a long lengthy story.... Please do enjoy this as a micro drama story. To begin with, the organization bylaws states (for amending bylaws); no proposed or amendment will be allowed 30 days prior to annual meeting. And at annual meeting Members is allowed to cast their vote on the amendment in March. Member (regardless of meetings) has right to make motion, second motions and debate. but no voting power in general meeting (with exception to annual meeting). [rest of the process goes to RONR current version] here is the summary of the event that transpired on march 26th. Officer representative called me before the 26th complaining there is a proposed bylaw amendment might be made improperly. I quizzed the Officer whether (following organization bylaws which I have copy and summarized above) was the proposed is made before 30 days of the annual meeting? Officer answered not sure need to see the minutes (she said secretary did not distribute draft and "be shown at the meeting"). Was the proposed considered or debated, and "constructed" with the amendment changes presented to member-officers present at meeting before the 30 days restriction? Officer admitted she did not go to the last meeting due to her being out of state. She stated other officer said such "sharing" was unsatisfactory. (i do not know what that implies) I said wait, does that mean the proposal (motion defined in chapter 35 of RONR) is not stated to the public in prior meeting? Officer then said I do not know. I told her Ok, i will attend that meeting and give my perspective actions as a member if I have any has RONR standing. on the day The decorum was little substandard where members are talking to each other nearly ignoring president (is the chair of meeting); and using digital projection screen to present the agenda and materials. I observed the meeting agenda implies general meeting, the chair (in agenda material during order) indicated annual meeting is a sub-session (traditionally) with a difference shown; bylaws amendment be shown and read then election. Chair stated there will be bylaws election in April and/or May. I was unsure what chair is going to lead the group into making the procedure 'in order' (read on becomes bit of a clue) During their presentation of the minutes for adoption; I was not looking carefully. I thought proposal would be in the "business section" But thought I saw that in a committee report (standing committee involved in building project). Secretary was scrolling the minutes somewhat slow-fast skipping pausing on the "business section". in the business section I do not see any bylaws amendment proposals recorded there. The meeting processed along until bylaws read begins. I rose asking whether there is a process planned to address the march versus the agenda march-april-may difference. Chair expressed as what? This is all normal. That gave me bit of a jeebie-knee jerk reaction. I rose again and made motion to suspend amendment election on march, allowing member to cast their vote on either March, April or May on that proposal amendment only. Chair behaved so stupidly asking me why. I said the bylaws states organization is only allowed to vote in March. Agenda indicates three months to go through the order possibly voting within three months. thus someone by 2/3 vote has to agree to this suspension. Chair cooperated and got the second and vote. only 3 people opposed and 8 favored (rest of them abstained because of the decorum). so it is greater than 2/3 that passed. started open the reading of the proposed bylaw; I noted this is a RONR 57:5 entire replacement of the bylaws. members saw the content is literally became upset (yes decorum changed). They still remember March and April 2022 fiasco (which I already described here in this forum year ago). Few of us started to discuss-debate some of the 1st page changes. Secretary (later learned is current bylaws committee chair, not same chairperson appointed in 2022) got upset and left the room. One of the member got up and expressed displeasure, look this bylaw; is complete change and state (pointing to bottom of projection screen) is 19 PAGES! our current bylaws is 8. WHY did you (pointing to board) not email this proposal to members allowing us to read ahead of the time. Chair stated was last minute proposal, thus suggesting 3 month meets to resolve the proposal ( Convolution A). the displeased member then moved to cease read, send the proposal via email to all member and plan for April bylaws only meeting (meaning not general meeting, restricted to bylaw/annual meeting). Seconded. no vote is made [chair stated this motion is accepted] ( Convolution B ). Break (coffee break?) is called. later on during "break", Secretary came back in and Chair is 'heard' informing DCCNM has to email both current bylaws and proposed bylaws to member in preparation for April meeting. We proceeded into election phase (increasing convolutions.. read on) . Bylaws does have altered "handling and new officer assumption of the duties" During the process Chair (not running again) called new officers to oath and assume the duties (i am now their incoming secretary replacement) I rose no and stated follow the bylaws which required 60 days waiting period, 1 transition meet then oath, assuming duties in May/June. All of sudden chair [reminding outgoing president] paused, saying we must have new officers now. then thought a bit and announced I resign, vice-president rose and announce resign, then treasurer attempted resign in 2-3 months ( Convolution c). Many members reacted badly to those statement leaving everything in confusion. I rose and walked, announcing Helping process go smoothly with process (very short time parliamentarian for sake of members) WE have to do one person's resignation at a time. instructed outgoing president say your resignation formally to members. he said properly. I then pointed to VP, take the floor and according to bylaws, recognize president resignation. VP is bit belligerent with i already resigned. I repeated multiple resignation is not acceptable. you will get your resignation. please take the floor and recognize president resignation. VP rose and took the floor about to state president resignation accepted. Outgoing President (still standing) said I move to suspend the 60 days waiting period and oath in the new officers now ( Convolution D). Since that is a valid motion Treasurer seconded that motion. President started to handle meeting. I pointed (still guiding officers). you left the floor to VP. then pointed to Vice-president to handle this. VP said not doing resignation (knowing the differences immediately). accepting the suspension motion, opening debate, only one; president repeated during NEED NEW Officers (organization is run by deaf officers no verbals. It is way sign language is moved about yes there is "screaming" version sign language). scaring everybody. vote was made passed with no opposition or abstains, due to double words in that suspension motion, this is in effect suspending 60 days waiting, suspending specified transition meeting, moving Oath-assumption duties to 'now'. New officers came to the floor and swore the oath, assuming the office. Date was picked; April 29th. adjournment is made. Begins the Convolution E. outgoing secretary sent email with two attachments, sent March 28th. in that email states original is a flyer designed; (copying verbatim in plain text) cut paste As part of the Deaf community your opinion matters. Send your comments or requests to change, or add something via email or if you want to send us a video response that will be fine. Send to #####@####.org. if video is too large to send via email please send us a link from your YouTube or Goggle Drive account so that we can view it. DEADLINE to submit. April 28th, 2023. requests received BEFORE April 28th, 2023. will be considered - only April 29th, 2023. We will vote to Accept or Reject proposed bylaws. No discussions, no additional requests will be accepted. bylaws attachment proposed attachment end cut paste My reaction to this is clear violation to RONR chapter 35. There is no meeting between March and April. This email is supposed to be for members to receive and read the materials in advance of April 29th. the "deadlines" given is a decision authority, supplanting new board as a body and inappropriate. because of the the 30 day no-new proposal clause is in effect and I believe is seriatim applied each month for next to two months. this is because the bylaw amendment suspension only relaxed the vote time constraint. email told member no discussion (I equate to debate) is allowed at the meeting. violating the member rights to motion, second, and debate in current bylaws. This created problem for me because I am incoming secretary, and receiving irate messages from members. I sent email immediately to incoming officers disclosing bylaws chapter 9 (use RONR current version), and RONR Chapter 35, that discussion (as debate) is allowed at April 29th. Outgoing secretary is unfortunately incoming Officer trustee and she started to tell me off "you don't know what to do". I answered with prefer to go by published material and wait for April 29th. She is still sending interference signals. The thing I did not using her name or "you" words in my communication response to her email to the incoming board. They are not realizing but watching the dramatic email communications [got and gave hint to/from Vice-president]. I have not received the secretary materials as well the badly needed email password to the list-server. My plan is to stage an corrections email equivalent Meeting is open to public. All members are allowed to attend, participate, talk (deaf word for debate) and vote on the bylaws. I am hoping this technique would kill the misunderstanding. The disappointment begins (convolution F), outgoing secretary still has the password,; and I did ask her to send the notice listing place and time for April 29th out. and we passed the 30 days notice deadline and that email I tried to send is not out there. Now here my question or concern and how should i etc... Convolution A. When we were told "last minute proposal" I either presume this was made during January General Meeting. and that much material [19 pages] is definitely overwhelming. However the reasoning that chair stated; I do not think acceptable by members... bylaws does not prevent sending amendment proposal. there was problems with notices... there was March 11 meeting w/annual; sent February 28; cancellation notice sent on 9th; and rescheduled notice [March 26] sent on 21st. [annual notice is supposedly sent no later than 30 days before, General Meetings sent no later than 2 weeks before]. I think member felt this meeting formation-venue is too "dicator" styled planning. I still need to review prior minutes. If there are violations found in the minutes; Am I supposed to rise (at april 29th) raising point of Order "section or part of RONR Ch.35 is not done or skipped and ask rule proposal out of order" Convolution B. Knowing from prior behaviors of the chair and secretary, they sometime do not record the motion (same people stated in April 30 2022 forum I posted). I fear that "recording" of the motion is not entered properly due to what is written in the email sent out to the members. I am aware the bylaws states the business of the duties be wrapped up as reasonably as possible before transferring the materials to incoming officers. Officer representative said Secretary tend to be lax on sending out the draft until about two weeks before the meeting. Not sure how to comply with suspicious motion statement (I fear body might raise I did not follow the motion also in my attempt and send out correction email against the email statement [with bylaws material attachments] sent by the outgoing secretary). Convolution C. because we have building project that affect our careful attention of handling the business. the organization has annual election, electing 7 officers (aka run again is acceptable), no term limit. In order to keep things smooth (without disconnect or discordant handling), the bylaws states must have within-prior to 60 days, at least one transition meeting with both outgoing and incoming officers present. Outgoing is to provide framework of what's happening done and will happen. as well as structure material turn-over plans. this suspension of 60 days and the behavior exhibited by three officer became so "suspicious" by members as well as myself (being incoming officer). I feel and advised incoming president (new) to hold a retreat, with notice saying board is having retreat inviting outgoing officers, stressing on NO motions and NO votes shall be made at that retreat. {NM deaf community has an "hard nose" like bias against secret meeting (prior incident mindset). I do not know how to mandate outgoing officers to show up at that retreat (in order to get all the information we need to handle the business.) Convolution D. later at home thinking how things happen and planning ahead (incoming secretary things). I realized this assumption of the duties suspension created RONR 50:30 effects, includes the bylaws committee and another important committee. I was unsure how organization is to handle the double bylaw suspension(s). if was not that convoluted, committee is expired, and if board want to (whatever reason) , may motion reform committee with same chairperson. However process is now convoluted, For me, felt like committee Chairperson is removed from "handling the meeting" [members already hated her and her proposal]. I believe body is probably refuse to make a motion to pro tem someone to handle the bylaw amendment meeting (RONR 47:12 bulleted 2). I need to be prepared with this, Should the suggestion to president be made; ruling "no interest appointing pro Tem in carrying this proposed amendment is present, ruled dead"? President is so green; does not know Robert Rules that well going to rely on me and new vice-president to guide our president on how to handle the meeting.. [hint: I also share members feeling, do not like the proposed bylaws] Convolution E. It was a shock that outgoing secretary made that email message. and since I do not have the "appropriate" controls. My concern. A) the Notice barrier, outgoing secretary have not posted notice (or surrender password), and the 30 days deadline has passed. and I already planned the venue. Are there any tools for me and members to not object on the notice discrepancy on/at April 29th meeting? B). What should I state to public during the 29th meeting about incorrect bylaws message [other than sending "errata or correction email" message]? Convolution F. I already disclosed to President i have not received the materials and password. and just today backup person [officer representative] informed me she discovered the password was changed 7 days ago and herself unable to get in the email list server (date matches the day of march 26th meeting was held) and thought the change was my doing. I said no and am waiting for the surrender. Also I am waiting for the President response on that, regardless I indicated the outgoing secretary is still officer (Trustee officer) of the board. My question(s) how many days is reasonable for outgoing secretary to surrender, and if refused, Does organization have right to request local sheriff to escort me and collect the materials; and when? In case you want to know about the minutes... We [Absent officer and myself] were both was looking in business section during the minute reading and approval of prior meeting. someone said thought the proposal is in [building project] committee report(s) section which we were not careful reading those. I was also told that minutes review believed to be was from February meeting, not January (which meant Absent Officer had missed two meetings). Since I haven't formally requested copy of the minutes to see if Chapter 35 is followed or not. I am waiting for the surrender to do that.

Remember I said some members at that meeting was divided between amendment has died or is carried into this meeting. That action to whom ever reads both march minutes and April minutes could note/see progression perhaps similar to "reinventing the wheel". (and yes Mr. Martin assume correctly, proposal and few recorded debate material was the topic ) today, one of the member, (she is my friend and has intention to serve on new bylaws committee) asked me whether recommendation can be used again "aka copy verbatim". I answered, there is no rules for that. I considered on telling my friend, inform committee use robert's rules 57.10 to .13 during report at meeting(s) year, and tell board/members we are correcting each recommendation(s) only; not the bylaws.

started, in prior topic "executive session resulting bylaw discussion/recommendation tabled ... " the context is now changed into this. I did rise in that meeting pointing out there are errors in exectuive session section and the bylaw tabled section. other member started to argue, leading subject a stray. Chair was unable to control the meeting. (i simply sat down and observed) A) during my observation of the arguements, I noted result from the executive session is stated but not recorded in the minutes. (the stated result, when i got home; checked in Robert rules and bylaws, the result is not in order) b ) the tabled was pointed out, but the same arguements; indicates members are divided on whether amendments are dead or carried into the meeting. (until the later action occurred). Half of the officers walked out of the room and spent 10 minutes whatever happened out there. They came back in, chair had secretary scroll down to the unfinished business section and instructed seated officer to say it. the seated officer "moved all proposals and previously recommended materials from prior year to new bylaw committee." (robert rule section 13). seconded. no one rose to debate the motion then voted and passed. Interpretatively, is this another way to revive the materials. Chair went back to the minutes starting to ask for approval as corrected. two members and myself rose, indicating procedure is not finished with correcting the minutes. Chair refused to allow me to suggest corrections in executive session and tabled portion of the minutes, saying we fixed mistake with a motion in the unfinished business section (today meeting). Then took care of the other two corrections and voted to approve the minutes as corrected. (this means, the error remains in the minutes). first of all i am not going to act on the continuing error left in the minutes because I saw how officers acted (probably close to group dicator) through their actions during the meeting. I already lost interest in and reduced my particpation with this organization almost a year ago. however i would like to hear your suggested action if future incident happens again.

meeting over, new complication, seperate topic.

Ok, the suggestion sounds like a) correct the minutes "tabled" as "postpone to next meeting". b) if put in correct action (in unfinished business) during the next meeting, then members need rise and repeat postpone amendment discussion/revision to next meeting; ahem 5 times (one for each 5 meetings)? c) if this amendments is not brought into unfinished business before next meeting's adjournment, does that mean the amendments dies? d) undesired amendment(s) could be "postpone indefinitely" at this upcoming meeting? e) could we use "postpone to next annual meeting"? Confused on how to do this. do I rise point of order questioning proposal validity and ask discard the amendment version? if chair don't do, then appeal chair decision in order to discard secretary amendment version?

Thank you to Mr Martin for his help figure out necessary actions. original bylaws does have two revise to Robert's Rules procedure with making amendments to the bylaws. a) proposal to make amendment to bylaws can be done any time up to 30 days before march meeting. b) Adoption of the amendment is done in annual meeting which takes in place in march, and vote is open to members present at the meeting. now the original bylaws recognizes 6 meetings a year (including annual meeting). so calculating on the quarterly rule (using robert rules 34.3), means any meetings that occurs within 3 months (which implies up to two meetings) is valid timing to make motion to "take bylaws discussion/revisions from the table". I also learned that there was no proposal to amend bylaws leading to "secretary" amandant amendment version. Unless taken from table, might repeat the two revision fiasco (be challenged). I probably would rise to point of information asking whether third proposal was recorded in prior minutes. If not recorded, then I would make a motion to postpone this "secretary" amendment version indefinitely, and be making another motion to, postpone discussion and adoption on committee amendment version to march 2023. If the motion to take table, was not made at end of 2nd meeting adjournment, I believe the revisions dies and would be up to members to repeat making proposal(s) for bylaws corrections and refer to new bylaws committee. Would be up to committee to copy the previous amendments from the dead revisions, and present in march 2023 I have a question, could you table the tabled amendment again in next meeting?

happy to provide clarification, i had chance to talk to another person that was also present at that march meeting. the minutes that I have read will need a lot of corrections. what transpired ahem, there is two versions of revisions (with their respective amendments). That person also stated that chair (of bylaws committee) asked to take down the version that committee did not recommend to go over first. and like stated earlier fiasco had transpired, arguing concept "this is the only revision allowed." and secretary refused to show the committee revision version (digital projection on screen). I believe some sort of action (probably hold until executive..) was done, but the members is already confused with the fiasco did not make any types of motions-actions. the executive session (took place later in the meeting after 3 new business matter was handled) I asked was there motion made to enter the executive session discussing bylaws review?. That person said no motion was made to enter the session, and I knew that person is officer, but not board member and is in the session. So at the next meeting I will be asking clarification corrections entered into minutes whether executive session involved board as 7 or officers as 9? but leaves fact: a) no motion was made to enter executive session (per person statement present at march meeting). After learning the subject is bylaws review and possibly members should be voting on bylaws matters, (robert rules 9.24 at end of that paragraph). But the body is different, only relies on that "*** board only ***" might be difficult to straighten out. (see my presumption c below) b) result of the bylaw review is not announced. c) I am presuming in order to fix the minutes in one fell swoop, offering correction saying "with respect to errors made for executive session, and the result was no actions was taken." After the executive session ended, and the meeting was to proceed into discussion (and revise) of the bylaws and vote on amendment(s) with the members present at the meeting. Now that is not matching the minutes, needing additional corrections. This is the time said Bylaws Chair walked out of the meeting. Then a member did privilege motion; "tabled to next meeting" the discussion and revisions. I know the wording is incorrect way. but is entered minutes as " bylaws discusion/revisions tabled." after that started officers elections for new term officers. afterwards meeting is adjourned. continued next topic relating to my analysis of new information and questions (bylaws amendment)

I was asked whether any is right or should be ruled out of order (i was not present in that meeting), Last month they had a meeting that according to bylaws allowed members to vote on bylaws amendments. the story goes like this.. the bylaws committee chair's turn, he rose to present the two amendment draft bylaws recommendation, and secretary showed differently, yet very heavily striked out, and inserted bylaws draft (is not made by the committee). committee chair asked secretary to remove the draft and put up the draft with two amendment. some fiasco occurred, resulting in that chair walking out of the meeting and nothing happened. later on I recieved copy minutes of that meeting last month showing (snippet) "executive session *** board only *** bylaws discusion/revisions tabled." my reactions... agenda does not have executive session item, and minutes lacks main or incidentary motion process made to enter executive session. and the way executive session is typed in minutes, *** board only ***, yet there are three memberships the officers, representatives and members. and the low end rumors (they are stated from members excluded) that other people beside board was in that session. I searched organization bylaws, finding single word board in Section defining officers duties. I believe robert rules indicates there should be second motion to invite those not officer people before entering executive session. and is not recorded in the minutes. So, interpretatively i believe the executive session was incomplete in the minutes, and maybe ruled out of order. does end result of that paragraph, implies both proposed drafts is 'tossed' in garbage bin and if members still wants amendment, reinvent the wheel and try again in 2023? in case you needed to know the timeframe for tabled, amendment to bylaws may take place during annual meeting in march. does this give quarterly time flexibility to untable at march 2023? (i feel it is not viable) i do not know what to state a motion to force organization retain the committee (not heavily redacted) recommended draft and re-present in march 2023.

unfortuantely this is um about me [officer] and rest of my organization's board um reacting [via electronic means] to the public health emergency declaration. and the questions that you raised. I think is in the bylaws, which is something not directly discussed in forums. and I prematurely picked to type in here without reading other threads. right now i have requested copy of the bylaws to find out whether i can use Josh's suggestion in https://robertsrules.forumflash.com/topic/35176-suspending-bylaws-on-electing-members-at-general-meeting-covid-19/ However what remains a bylaw specification on 'fifth year event' to satisfy member's expectations... I am gonna hope membership is flexible on excusing this bylaw violation. the electronic communication is hinting to postpone event next year due to 'timing condition' or just cancel; make it a historic anomaly. this is not 'decision' made yet because of no meeting is done yet.

my interpretation of agenda is the sequence of actions needed until adjournment. that is call to order, roll call, reports, unfinished, etc. could list resignation somewhere in that. ah hostile officers are unfortunate natural thing of the organization. OP does not say whether hostily is ongoing or not. In such event, the organization is already swimming in troubled waters. the next few course of action that i can think of; 1) wait until general membership meeting and elect new officers, revise bylaws to establish means of calling special meeting and special meeting quorums. 2) If your bylaws does not give organization clear cut ability to have general membership meeting, then look at your state, they will have some actions. such as in my state's law, 5% members can call for membership meeting. 3) by majority (is it majority. or 3/4??? i forget...), declare entire bylaws in suspension (this dissolves the organization) you will need to look in bylaws to see who votes on bylaw amendment. those are the ones that can suspend the organization bylaws. 4) you as member, quit the organization; if there is no point for you to preserve the hostile organization. [you can go and watch free dramatics] 5) start passing words around about those officers, thus warning other people not to elect those untenable people to offices again.

got me to see both of our misunderstanding(s). I said the officer is still serving until processed (meaning due process on the accepting the resignation by the controlling body). however i saw my error [my mind stuck on seperation between bylaws-ronr relations]. let me correct this way.. the duty transistion terminates at either adoption or by electing replacement, depending on how the bylaws are written. [RONR says duties end at adoption but strongly recommend that bylaws specify the overriding transistion ending] RONR states most body adopts agenda. and does have recommended agenda template. but RONR does not state who does drafting the agenda. so obviously when agenda is drafted, should have a list officer's resignations, and probably in some form of sequences. the idea of handling resignation one at a time, is to exploit; (if any) bylaws' or robert rules' vacancy fulfillment. the idea, since OP indicates quorum shortage, [shortage to vote for replacement]; this clearly means body can not transact business therefore the business of accepting resignation is not done. the best solution to resolve quorum and resignation... is to have all quitting officers show up. at next meeting in order to establish body quorum. have those quitting officers cast their final votes to "officer's resignation acceptance, elect that officer's replacement" (one at a time), so forth, maintaining the quorum of the meeting. then all quitters can go home. Remember no acceptance (or refuse to accept) means that officer is still bound to serve, and i am sure those elected officers would prefer to terminate their role quickly as possible. but there is something i keep on wondering. pro-tems section in robert rules; could that be utiliized as an alternative to resolving the quorum?

eventhough i am not parlimentarian, may i suggest an point. Robert rules states motions handled one at a time, this rules same applies toward resignation action, handled one at a time. those that "will" be processed next, is still active an officer and is obiligated to do duties per bylaws until the replacement is chosen (the replacement is only way to 'complete' terminating old officer's duties. also let the president or interim chair (who handle the meeting therefore handles agenda) determine whose resignation is processed first.. that way organization can process vacancy handling (in bylaws), or membership voting for their replacement. This method helps preserve the quorum requirement. If quorum is not met [obviously resigning officer is absent], therefore valid to disclose to or send a letter to 'resigning' officer stating something like this "resignation denied, please attend next meeting to complete your resignation request".

I believe this is in reference to state's announcement (public health emergency) forbidding x (in my state, no more than 10) people in a gathering or meeting. This would create "difficulties"to comply with our organization's bylaws regarding general membership meeting which tends to be large gathering (supposedly happening in two weeks from today) I have percieved the authorative precedence in handling the organization(s); that law of the land [aka your state, your city, etc], then articles of incorporation, then bylaws, then standing rules, then robert rules/parlimentary rules. Thus my interpretation; my state's edict [public health emergency's rules] takes precedence. My concern is how is my organization interpret this action... that is how are the board supposedly handle the general membership meeting. I thought up an sequence might satisfy organizational handling on the process 1) declare-send special notice [via board authorization??], acknowledging public health emergency is in an authorative act; interpreting as suspension order applied on to our bylaws. 2) when the emergency is officially withdrawn or waived, board shall hold an special board meeting, to do the necessary actions: a: establish an "special" membership meeting without any frills (such as workshop, awards ceremonies, etc) b: humanely schedule this at soonest possible date and time. c : select new venue in respect to no frill condition and any existing contracts. d : send-declare update notice(s) to membership of the new date/time, venue.