Richard Brown

Two questions, guest Julie. First, was the election conducted by ballot? Second, exactly what do your bylaws say about the president voting? Please quote exactly, don't paraphrase. Edited to add: in an election, all members, including the candidates, should be entitled to vote unless you have a bylaw provision which prohibits it.

If the membership has already been sent notice of the proposed amendment to require 2/3 for a quorum, it is too late to change that to a majority for this upcoming meeting without giving new notice. Do you have time to give the notice required by your bylaws? If not, this change would not be permissible

The way I read that is that the quorum is currently 12. It is a 21 member board. A proposed bylaw amendment would change it to 2/3. Notice of that proposal has been given. Now some members believe 2/3 is too high and want to amend the proposed bylaw amendment on the floor to a majority. Would such a floor amendment be within the scope of notice and therefore permissible? I think not. The only number they could amend it is from the floor is 13. Or they can vote down the proposal and start over.

Huh? You've lost me. The board has 21 members. The current Quorum is 12. The proposed bylaw amendment would make it 2/3, which would be 14. A majority would be 11, Which is less than the current requirement of 12. Since the current requirement is 12, and the proposed requirement is 14, the only number in between those two which they could amend it to and stay within the scope of notice would be 13. The way I see it, they have three choices. Leave it at 12, adopt the proposed amendment to 14, or amend it at the meeting to 13.

What is the current quorum requirement? Amending the proposed bylaws amendment to anywhere between the current requirement and the proposed requirement would be "within the scope of notice" and would be in order.

Aren't there conversion programs available that let the CD-ROM version be used on Apple devices? Are they viable?

Perhaps it is too late.... we need a lot of more specific information rather than the vague "annual event" that we have been told about.

What is the authority for holding this "annual event"? Is it in your rules or an adopted motion somewhere? Is it just custom? How did it get started? How long has it been going on? How is it that the event is even held? It still seems to me that unless your rules or some adopted motion grants this event director unusual authority, his job is to carry out the wishes of the organization, not to direct what the organization will do.

Whose decision is it whether to have the event? The organization's or the executive director's? It seems to me, unless I'm missing something, that the organization, either by rule, motion or custom, wants to have the event but the director is trying to stand in the way of it. It is usually the executive director's job to carry out the policies and wishes of the organization, not to interfere with them or to decide what the organization's policies shall be. But, without knowing more details, we are just speculating and speaking of what we think is the norm.

http://robertsrules.com/default.html

You do know that the 11th edition is available on CD - ROM , right?

Guest Vaqent, the short answer is that your board has only those powers which are delegated to it by the bylaws. What, exactly, do your bylaws say about the power of the board? Please don't paraphrase. Quote exactly.

I think in this case, during a period of public comment, presumably by non-members, I believe the chair may well be the most appropriate one to respond. This is all the more so if it is a public body.

Agreeing with JJ, it requires a majority vote to allow a non-member to address an assembly and a two-thirds vote to allow a non-member to participate in debate. unanimous consent is often used in lieu of a vote in such cases.

Guest pastor, we post our answers here for everyone to see. We do not email them privately

I believe Guest Guest 1234 could also ask for unanimous consent to withdraw the notice of the proposed motion as Shmuel Gerber pointed out in his first post on this thread.

BVKO, as Mr. Novosielski pointed out, the version of Robert's Rules you quoted from is the 100+ year old 4th edition, which is available online. I imagine that's where you found it. We are currently in the 11th edition. It is not available online, nor is any other edition subsequent to the 4th edition. Get yourself a copy of the 11th edition. It is much enlarged and approved over the 4th edition and is only $12 plus change at Amazon. It's 716 pages plus 50 or so pages of introductory material and tables. The 1915 4th edition is only around 320 pages.

I agree that this is a legal question rather than a parliamentary one, but would add that it is my understanding that organizations that have IRS 501(c)3 tax exempt status may be under an additional IRS or federal law requirement to make certain records available to the general public upon request. That is something way outside the scope of this forum.

As you suggested in your first post, this is ultimately a question of the organization interpreting its own bylaws. You can't take just the first part of the operative sentence and ignore the rest. The complete sentence is: " Amendments to the Bylaws shall be by action of the Executive Committee, subject to ratification at the next annual membership meeting." (Emphasis added). I think it is unreasonable to interpret that sentence as meaning a bylaw amendment goes into effect immediately upon "action" by the Executive Committee but will stand as rescinded if the general membership fails to ratify the amendment at the annual meeting. I think the only rational interpretation is that an amendment, once "acted upon" by the executive committee, still does not become effective unless and until ratified by the membership at the next annual membership meeting. I see it as a two-step process for adoption and that nothing is actually adopted until ratified by the general membership at the next annual membership meeting. I also noted that the applicable bylaw provision does not mention "adoption" by the executive committee: It uses the term "by action of the Executive Committee". Perhaps that is to insure that everyone knows the executive committee isn't officially "adopting" anything but,, perhaps, simply recommending ratification/adoption by the general membership. It is a poorly worded and confusing bylaw provision and in the end must be interpreted by the organization itself. My own opinion is that nothing becomes validly adopted unless and until approved by the membership at the next annual meeting. I think the "action" of the Executive Committee is more of a recommendation than an actual "adoption" of the bylaw amendment.

I don't have a clue what our disgusted guest is asking about. He needs to tell us more.

Huh? The winner will always need more votes than all of the other candidates combined. Illegal votes may cause the number of votes needed to increase, since they count as "votes cast", but the number of votes needed will always be more than all of the other candidates combined... with or without illegal votes.

Unless you have a customized rule to the contrary in your bylaws, a majority vote is required to elect anyone to office. Majority means "more than half". So, in a race with three or more candidates, a candidate cannot be elected unless he receives more votes than all of the other candidates combined. You keep voting until someone is elected.... or voluntarily withdraws. You do not drop the candidate with the fewest number of votes. Edited to add: Here is what RONR says about it on page 441: "Whichever one of the preceding methods of election is used, if any office remains unfilled after the first ballot, as may happen if there are more than two nominees, the balloting is repeated for that office as many times as necessary to obtain a majority vote for a single candidate. When repeated balloting for an office is necessary, individuals are never removed from candidacy on the next ballot unless they voluntarily withdraw—which they are not obligated to do.* The candidate in lowest place may turn out to be a "dark horse" on whom all factions may prefer to agree."

The bylaws could also include a provision along the lines of, ". . . and such other duties as may be prescribed from time to time by the Society"

Dave, what, if anything, do your bylaws say about vacancies? Also, are you sure you typed the duties of the president exactly as written in the bylaws? One of the sentences doesn't really make sense.

Josh, I'm not necessarily disagreeing, but mostly curious. Is there anything in RONR to substantiate that? I see where an argument can be made that if both the bylaws and the notice of the meeting says that elections we be held for two director positions, electing a third director without notice would not be in order. Electing that third director is actually filling a vacancy. There might well be other provisions that we are not aware of for filling vacancies.