Richard Brown

Email notifications can also be authorized in the bylaws or by a special rule of order if the bylaws (and state law) are silent or don’t require a specific method of notification.

Dear Mr. Smith: At its meeting on October 15, the board accepted your resignation from the board. (optional): The board thanks you for your service. Guest Taggerfeet, Secretary

Guest sharonfromepb, keep in mind that almost all of the foregoing suggestions require amending the bylaws in order to adopt the new provision... with a quorum present and following the requirements for amending the bylaws. No shortcuts. Electing more conscientious board members and offering free food and door prizes are the only suggestions I recall that don’t require amending the bylaws.

As do I.

Agreeing with the previous responses, you were in essence a guest at a board meeting and had no rights. If you see something happening that you believe is incorrect and that a point of order should be raised, your only recourse is to try to get a member of the board to raise the point of order

Most lawyers know next to nothing about parliamentary procedure or Robert's Rules of Order. No offense to your friends, they just don't teach it in law school. Those of us who do know something about it have studded it on our own separate and apart from law school because we have an interest in it. As to the issues you have raised and questions you have asked, I agree with the previous responses. Check your bylaws. Most of the answers you seek will be found there. Voting by mail is not permitted unless authorized in the bylaws or by state law. If the bylaws require notice of bylaw amendments, then adopting the amendments without the required notice renders the adoption null and void. If the amendments were validly adopted, then the process for amending the bylaws must be followed to undo the Amendments if members are unhappy with them. A simple revote is almost certainly not in order.

Oh, I don't know. . . It seems to me the purpose would have been achieved rather well regardless of whether the rules get suspended. 😉

She Has done this before. And we told her please don't do it again. And she promised not to do it again. But she just did it again anyway.

I agree, but with a caveat: the organization SHOULD elect uts directors at the annual meeting in March or April. The members don't necessarily have to do it then. Here are a couple of scenarios: at an annual meeting being held in March or April, the elections can be postponed until a future meeting, generally an adjourned meeting, but postponement until a special meeting or the next regular is possible, depending on whether the next meeting is within a quarterly time interval. If for some reason the annual meeting isn't held when it should be in March or April, but is held some time thereafter, say in May or June, the elections can be held then. The organization does not cease to exist or have to wait a year until the following March or April to hold the annual meeting and elections. It just holds them as soon as possible.

Short answer, yes, you can. As Dr Stackpole said, the procedure is spelled out in chapter XX of RONR. It is very detailed and somewhat time consuming. You don't just "vote him out " at a meeting. You really need the book to do it correctly. It's too complicated to explain here.

This seems to me to be a matter of bylaws interpretation. It is ultimately up to the members of your organization to interpret its bylaws. We cannot do that. However, as a general rule, failure to hold the annual meeting at the time specified in the bylaws does not render action taken at an annual meeting held after that date invalid. It frequently happens that for one reason or another an organization does not hold its annual meeting on the date specified in the bylaws, but holds it at a later date. We regularly advise people in this forum that if they cannot or did not hold the annual meting on the date specified, that they should simply hold it as soon as possible. That may be what happened in the years in question. The board may have not held an annual meeting when it should have but held it later. That would violate the bylaws, but doesn't necessarily render action taken at the meeting invalid. I am concerned with the bylaw provision that requires the proposed bylaw amendments to be submitted at a regular meeting prior to the annual meeting. That sounds like a "notice" provision. If that is the way the organization interprets it, then voting on the amendments at a meeting (regular meeting or annual meeting) might amount to voting on them without notice, which could amount to a continuing breach and result in the adoption of the amendments being null and void if a point of order is raised. If a point of order is raised that any of the amendments were improperly adopted and are null and void, the chair would rule on the point of order. The chair's ruling can be appealed to the assembly (the board) which has the final say. Stay tuned to see what our other members have to say about this.

Your bylaws supersede anything in RONR, so you can put just about anything in them that you want to. btw, nothing in RONR contains any restrictions on who can be a board member. Do your bylaws currently prohibit it?

Babbs, aka Nosey, aka strange bunch of symbols, didn't you promise us months ago, after you edited a post so as to make it unrecognizable and the responses meaningless, that you would not do it again? So, why did you completely delete this post? This sort of thing does not go over well on this forum.

Nor do I. I just don't see how we can help the original poster any further in this regard.

What do the minutes say? Was an annual meeting held in April or May of those years? What do the minutes say? Also, do the bylaws contain a requirement that notice of proposed amendments be distributed to the membership or to the board?

Who elects the board? Does the board elect itself? Does this organization have a general membership? If so, how often does the membership meet and when is the annual membership meeting? You only referred to board meetings. It is necessary to distinguish between membership meetings and board meetings.

Well, I agree "possibly not" according to RONR, but the quoted passage on page 388 refers to members yielding time to other members. In this case, it is not a member who would be yielding time but a member of the public who has apparently been granted the right, by rule, statute, or by motion, to address a public zoning board. I don't think the rule on page 388 is really applicable but I think it does provide guidance. With this being a public body, I would imagine the matter is controlled by rules or statutes Superior to those in RONR or that it is within the discretion of the assembly. My own city council used to permit it by custom, but stopped the practice and adopted a rule prohibiting it when a member of the public abused it by having six or eight other members of the public yield time to him so that he could put on a 20 or 25 minute PowerPoint presentation. I would say that if there is not already a superior rule or statute on point, that it is within the sound discretion of the zoning board.

Nothing in RONR requires that nominees be notified of their nomination prior to being elected. It is probably prudent to do so, but not required unless your rules require it.

1. Do the bylaws actually say "from among those nominated"? 2. Is this an actual quote? "nominations cannot be made at the annual meeting or in any manner other than provided above." 3. Do I understand correctly that nominations from the floor are taken at the April meeting but the election doesn't take place until the August meeting? 4. Do the bylaws say anything specifically about write in ballots?

What, exactly , do your bylaws say about yes and no votes in elections? Please quote exactly, don't paraphrase.

I agree with jastackpo. There is no requirement in RONR that the agenda actually be adopted (or approved). It has no effect on the validity of the motions adopted or business transacted.

Yes Well, that's problematic, but the elections themselves can be postponed once they are pending. They can be postponed to the next regular meeting, or to a special meeting, or to an adjourned meeting . What exactly do your bylaws say about when the annual meeting shall be held? Besides postponing the elections, you can take nominations from the floor prior to the election and members can cast write-in votes unless they are prohibited by the bylaws.

Do your bylaws actually require a first and second reading? When are the amendments actually voted on? Can you post the applicable language?

First, no vote should be taken on approving the minutes. The chair should just declare the minutes approved if there are no corrections or once all corrections have been made. What you actually vote on is the corrections. Second, failure to approve the minutes has absolutely no effect on the actions taken (motions adopted) at the meeting. They remain valid regardless of whether the minutes are approved. However, if the minutes fail to mention something that was adopted or incorrectly reflect what happened, that can lead to confusion and problems in the future. The minutes should correctly reflect what was actually adopted (or rejected) at the meeting, as well as points of order, etc.

@Ricky L I agree with Mr. Martin and Mr. Honemann re the proper time to make the motion to postpone indefinitely. I overlooked that in my post above. It should be made at the meeting at which the bylaws are to be voted on, prior to an up or down vote on the bylaws themselves, once the amendment is before the body for debate. I question whether it would be in order when notice of the proposed amendment is given at the earlier meeting. I agree with Mr. Martin that nothing is being considered at that meeting. The board is merely giving notice to the assembly that the bylaws amendment will come up for a vote at the next meeting. However, that is a matter of interpreting your bylaws. Your members may interpret that provision differently. Keep in mind, though, that there is no need to try to kill the amendment by indefinitely postponing it or by the use of any other motion. If the amendment is not very popular, just vote it down when it is before the assembly. It takes a two thirds vote to adopt the motion, so, as a practical matter, a vote of just over one third AGAINST adopting the amendment kills it. But, it takes a majority vote to postpone it indefinitely. That is a higher threshold than to just to defeat the amendment on its merits.