Josh Martin

3 hours ago, Guest J.W. said:

Is it legal for bylaws to contain a provision (declaration) exempting one bylaw from change while the rest require 2/3 vote and 30 day notice?

I think it could be done, but it is not advisable. The society might wish for a higher threshold to amend particular provisions, but to make it so that a provision cannot be amended at all seems unwise.

3 hours ago, Godelfan said:

Perhaps, but it seems unenforceable.  Just amend out the exemption from amendment.

I disagree. The provision can quite easily be written in such a way that prevents this. The rule could be placed in its own section, and it could include a statement which provides that no part of that section could be amended. I don't advise this, but it seems to me that it could be done.

36 minutes ago, Robert Ike said:

I hate to take up your time, but why not?  Is there a specific RROR section I can refer to? The change would be germain to the topic...

Because the same object may be achieved by simply voting the amendment down, which makes this dilatory.

If a member moves to amend the main motion, and that amendment is defeated, the question is on the main motion.

23 minutes ago, Guest PinkLady1966 said:

We have a 5 members Utility Board with one vacancy.  We are trying to elect the 5th member but we keep having 2 abstaining votes and 2 "Yes" votes.  We are voting on a motion that one member made with a name to fill the vacancy.  What should we do to solve this problem?

What problem? A vote of 2-0 passes, so far as RONR is concerned. (See FAQ #6.) Does your board have its own rules on this subject?

1 hour ago, 1stChurch said:

I thought because 1, 2, 3, and 4 are tied for the lowest position that would elect (the 3rd position), "all of them" refers to the "some individuals" who were tied, but not 5 through 9. Is that not correct?

It is not correct. If candidates 1, 2, 3, and 4 are tied for the lowest position, they remain on the ballot, and so do all of the other candidates. This is the case whether or not they have a majority of the votes cast.

59 minutes ago, Guest -PK said:

We had a meeting and the Board is saying Article 5 Section 1 of our constitution allows them to do whatever they want without member approval of their decisions. Looking for guidance to see if others agree. Thank you.

I think "do whatever they want" goes a bit far, but back to your original question, but it seems fairly clear to me that the board's authority to manage the club is sufficiently broad for it to adopt these "ground rules" and to amend ground rules that it adopted, provided that they do not conflict with rules adopted by the society.

(It is, of course, ultimately up to the society to interpret its own bylaws.)

2 hours ago, Godelfan said:

Yes, I'm asking exactly that - and whether it is appropriate to raise points of order while violating the very rule about which one is complaining.

Oh, come on. It is hardly unusual for an assembly to enforce some provisions of its rules more strictly than others, especially when some of those provisions relate to decorum.

The Senate does a lot of weird things with its rules, but I don't think this is one of them. There may be reasonable grounds for debate over whether the rule should provide an exception for motions to confirm a nomination of a senator (although this forum is not the appropriate place for that debate), but it seems plain that the rule as written provides for no such exception.

I also don't know why you find this to be that strange. Although the wording is slightly different, the rule in question doesn't seem that different from the rules of decorum in RONR. Suggesting that a fellow member is guilty of conduct unbecoming of a member in debate is indecorous and out of order. The fact that the member is the subject of the debate doesn't change that.

6 hours ago, Guest Unknown said:

So in effect the removal of an appointed officer is the same as an elected officer, unless otherwise stated in the company by-laws or rules?

I said that this is the case if the position is ordinarily an elected position, but an appointment is made to fill a vacancy. If it is an appointed position, period, then the person with the authority to appoint would generally also have the power to remove.

10 hours ago, Jhing Sy said:

8 Board members (out of the 15) have been suspended by the President. As I understand it, the Board has been rendered paralyzed by this act.  However, the President insists that the remaining 7 would still constitute a quorum if you divide it into two which makes it a 3 then add 1 member to become a 4 out of the 7.. to him that constitutes a quorum, Actually, I find it a bit disconcerting that the issue on quorum is interpreted this way. This is the first time this happened to our society hence our bylaws do not have any provision regarding the matter. But I admit, at the risk of sounding inane, I needed to ask the experts here because we fear that the act of the President may render all Board decisions null and void from hereon end. Will appreciate your take on the matter. Thank you.

Unless your bylaws grant the President the authority to suspend board members (which I doubt), there are still 15 board members. Any decisions made without a quorum present are null and void.

7 hours ago, Jhing Sy said:

I agree, sir. The problem is, those who belong to the President's party are in agreement with him. And those are the remaining 7 Board members. The 8, of course, are going through the process of making their case via a motion for reconsideration (to me, it would have been better not to go that route since that would put legal credence to what the President did; but that's me.) Apparently, the President based his actions on the recommendation of the Ethics Committee who did not allegedly even bother to make a proper investigation of the violations attributed to the 8 Board members. Only 5 of the Board members accepted the Ethics Committee report and affixed their signatures to the Board resolution, which is also a violation of the rules on quorum. I am a mere member, whose opinion is being sought by other members as well.

I agree that a motion to Reconsider is not the appropriate course of action. One of the board members should instead raise a Point of Order that the chair's suspension of the board members is null and void, followed by an Appeal if necessary.

After that's all settled, disciplinary action for the power mad President seems like the next step.

5 hours ago, Dyantis said:

1)  Does Robert's Rules address this possibility?  There are those who feel that the first resigned her position and that's that.  It does place the member who agreed to assume presidency in June in an awkward position as she has been assembling her board.  Our bylaws do not address this possibility.

2)  What would be a suggestion from your staff as to how to handle this?  It's appears to be a lose-lose situation. 

I concur with those who say the member resigned and that's that, at least with respect to the upcoming office of President.

It is somewhat less clear whether the member's resignation is final with respect to his resignation from his unexpired term as President-Elect. That depends on whether the resignation has been accepted. Even if it has been accepted, however, he could certainly be elected to fill the vacancy in that office.

4 hours ago, Hieu H. Huynh said:

Was the resignation accepted?

In my view, society's election of someone else as President constitutes acceptance of the resignation from that position.

On 1/28/2017 at 1:27 PM, Rev Ed said:

You do not have an office of President, as you have two offices of President.  As such if there are two positions and three candidates, an election would have to be held.   If one candidate receives a majority of votes cast, then that person is elected to the first position and another round of balloting would be required for the remaining position.  However, if two candidates receive a majority vote (unlikely) then both would be elected and no other balloting would be required. 

I'm not sure about this at all. It is not clear to me whether the organization's bylaws require that there shall be co-presidents or permit there to be co-presidents. I think Mr. Brown and others are correct that the society will need to interpret its bylaws for itself

14 hours ago, Godelfan said:

So your view is that exempting a member (say, board members and their friends) from paying dues is implied by the power to lower dues across the board?  Does Congress' power to repeal laws allow it to give pardons?  Since the states can select the electors in any manner their legislatures choose, can the state legislature overturn the result of the vote, if they chose to select them by a vote of the people?

What do these examples have to do with anything? These matters are governed by constitutional law, not parliamentary procedure.

I think a reasonable argument could be made that the board's power to set dues permits it to set different levels of dues for different groups of members, or even individuals. I'm not saying I necessarily agree with this argument, but I don't find it absurd.

14 hours ago, Godelfan said:

Right.  But Congress can repeal laws.  Why not, just as you want to let boards lower dues to 0 for one member only, let the Congress repeal a law for one person only?

So, on election night, seeing that the state will go to Trump, the Democratic state legislature can quickly meet and pass a bill allowing the Democratic Governor to appoint the electors?

I really don't think that these examples are at all helpful in interpreting this question. 

6 hours ago, Guest Rocco V. Tricarico said:

1- Was it proper and fair for a written Motion to be given to the President before the meeting, and further, be allowed as the first order of business?

2- Shouldn’t the intended first motion been included in the written agenda? Or, at least written into corrected Agenda before the meeting began?

3- Before presenting a ‘Change of Something Previously Approved’ Motion, is it not proper that all Unit Owners be advised that their quorum will be required to vote on all motions presented? No unit owners were reminded to participate in the vote; and, not one vote was cast from the Unit Owners.

4- At the Voting Process, three (3) Directors were neither a majority, or 2/3, of Unit Owners. Were the three Directors correct to impose their desire upon all '80' Unit Owners?

5- Was the Motion incorrectly stated; it appears that this  ‘one-step’ motion to be both 'Rescind' and  ‘Amend’?

6- Where do we go from here to obtain corrective action? The Board Action appears questionable. Was it intended, or an error that the 3 - 2 vote was declared in order by the Chair; without a required quorum, or vote by attending Unit Owners?

Does the ‘previous motion’ stand as approved, allowing the testing to proceed?

1.) Yes to both questions.

2.) There is no need for an agenda at all. If a special meeting was called "to discuss the requirements pertaining to whole house generator sound testing and screening," then that is the only business which is in order, so the order of business seems pretty obvious. A special meeting may only consider business included in the call.

3.) As I understand the facts, this was a board meeting. In that event, only members of the board need to be notified of or vote on anything, unless your rules provide otherwise.

4.) At a board meeting, board members vote. Whether your board has the authority to take the action in question depends on your bylaws.

5.) The motion seems fine to me.

6.) This was a board meeting. Board members vote at board meetings. Quorum at board meetings is based on the number of board members present. Whether the board had the authority to take this action is up to your bylaws.

In any event, the next step for those who don't like the board's motion seems to be to call a special meeting of the membership, either to rescind or amend the board's motion (if it was proper) or to declare it null and void (if it was not). Whether the board acted properly will determine whether the previous motion stands.

One piece of information which may be helpful - who adopted the original motion?

On 1/17/2017 at 8:17 AM, jcameron said:

We recently had an election where it was clearly stated that “ No individual can be nominated for more than 1 position”.  This being said there was no nominations for Vice President, individuals wrote in nominees on their ballot for the position.  One of the nominees for President received the most votes for Vice President.  Is he or is he not eligible to be written in as a nominee due to the fact that he was already nominated and accepted the nomination to run for President and if so can he take the position of Vice President.  I believe since it clearly states that “ No individual can be nominated for more than 1 position” it makes him ineligible to be written in for any other position. Thank you for any help you can give me.

Even assuming this rule is actually in your bylaws (which seems to be unclear), no, I do not think this rule has any effect on whether members may write-in this person for the office of Vice President. A write-in vote, by definition, is a vote for someone who has not been nominated.

Now, with that said, it is not entirely clear to me that this person has been elected Vice President. You say that this person received the most votes for Vice President. Unless your bylaws provide otherwise, however, the requirement for election is that a candidate receives a majority of the votes cast. If this person has received the majority of the votes cast, he has been elected. If not, another round of voting must be held.

21 hours ago, Guest Barb Knox said:

After a recent closed session of a House Committee to determine if a complaint against an organization member was sufficient to warrant the suspension of that member from the organization's restaurant and bar, the person who was complained against and ultimately suspended recorded the portion of the meeting where the verdict was rendered.  This was done without the knowledge and consent of the Committee and was only discovered when the person was unable to shut the recording off on her phone without it being visible to the Committee membership.  This is a California organization, and the Committee has taken the stance that the Committee had a reasonable expectation of privacy in the meeting.  It should also be mentioned that the person then allowed others who were not in the meeting to listen to the recording.  What are your opinions?

So far as RONR is concerned, the meeting could only be recorded with the House Committee's permission, and even if this was granted, the recording could not be shared with anyone who was not a member of the House Committee. The member in question may, in my view, be subject to further discipline for either or both of these actions.

The fact that this is a California organization or that the committee had a "reasonable expectation of privacy" doesn't mean anything from a parliamentary perspective. If you're asking about legal issues, you should consult a lawyer.

21 hours ago, Chris Harrison said:

You could also go after her for recording the meeting without permission but you might be on more shaky ground unless there was a rule in place prohibiting it.

I disagree that there is any "shaky ground." Members may be disciplined for conduct "tending to injure the good name of the organization, disturb its well-being, or hamper it in its work." I do not think it is unreasonable to say that recording a closed meeting of a committee (especially one held in executive session), without the committee's knowledge or consent, qualifies as this type of behavior.

5 hours ago, Guest Rocco V. Tricarico, AIA said:

The Architectural Review Committee (ARC) will this week, in a Special Mtg., be confronted by some Board Members that have "changed their mind(s)" on ARC Committee recommendations to allow for three Special Emergency Electric Generator Approvals. Three unit Owners, and the Board, have signed separate 'Legal' Agreements with the Unit Owners to comply with Noise, and other requirements set by the ARC. After entering into said agreements, units have been purchased, major expenses incurred ... and, the Board would now like to be involved in considering new  Rules, Regulations and overturning effective contracts with the Unit Owners.

My thoughts are that Board involvement in approving future Rules is expected; but, discourage any attempt to invalidate the Contracts. Can and Should the Board persist?

In my view, the board can persist from a parliamentary perspective. Applicable law may provide otherwise. Whether they should persist is for the board to decide.

I concur with Mr. Huynh that you need legal advice more than parliamentary advice.

4 hours ago, Small DogClub said:

Wait, another question! If a POO is raised and appealed, would the BOD decide the meaning of that part of our bylaws, or would the membership have to decide? The point of order, if one is raised, would obviously be raised at a board meeting, not a membership meeting.

The board would decide.

2 hours ago, Guest Who's Coming to Dinner said:

I agree with your interpretation. What else would be the point of putting "from time-to-time" into the bylaws? Clearly, the framers contemplated a recurrent action but left the interval up to the discretion of the board.

Perhaps there wasn't any point. The drafters might have just thought it sounded good.

In all seriousness, I'm not convinced there is any substantive difference between "Annual membership dues shall be as determined by the Board of Directors." and "Annual membership dues shall be as determined from time-to-time by the Board of Directors."

2 hours ago, Small DogClub said:

That was my thinking initially. Like painting the clubhouse every few years..... Each time the assembly decides to paint it, they can select the color.

But the more I think about it, the less clear it is to me.

I don't think this is like painting the clubhouse. If you decide to paint the clubhouse, the painters don't paint it again until you decide to paint it again. If you decide to set the dues at a particular level, the members pay their dues at that level every year, whether you adopt a motion every year or not. That suggests to me that the motion to set the dues has continuing force and effect, and therefore requires a motion to Amend Something Previously Adopted to change it.

6 hours ago, Guest Gene said:

Our By-Laws state "In all meetings of the congregation the majority of the votes cast shall decide all questions".  A motion was voted on and received a majority of the votes cast.  The Chair ruled that it did not pass because a majority of those members who signed in was required (a few had left but a quorum was still present ~ 3 times what was needed, and some did not vote).  A point of order was made that only a majority of those voting was needed.  Chair stuck with his ruling and stated that the motion did not pass.  Since the meeting the Chair has been informed in writing of his error and that the motion should stand as passed and that his ruling is null and void.  Is this correct?

No.

6 hours ago, Guest Gene said:

What should/can the Chair do now.

The chair should inform the assembly that his ruling was in error, however, it is too late too raise a Point of Order regarding the issue at this time. He should suggest that the supporters of the motion make the motion again.

6 hours ago, Guest Gene said:

Does the fact the motion passed and should be implemented take precedence over the Chair's ruling that it did not pass.

No, the fact is that the motion didn't pass. The chair declared that the motion was not adopted. A member raised a Point of Order, and the chair ruled the point not well taken. No Appeal was raised from the decision of the chair. The motion should have passed, but it didn't.

3 hours ago, Willie Watson said:

Since the chair took action that was clearly in violation of the bylaws, why is it now too late to raise a point of order (RONR p. 251, l. 25)?

Or was his action not in violation of the Bylaws?

His action was in violation of the bylaws, but it helps if you read the full text instead of paraphrasing.

"The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach. Instances of this kind occur when: 
    a)    a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly," (RONR, 11th ed., pg. 251)

It does not say "any action has been taken that conflicts with the bylaws." It says "a main motion has been adopted that conflicts with the bylaws." This exception would apply if the assembly adopted a main motion, and the wording of that motion was in conflict with the bylaws. The chair's declaration and subsequent ruling are not main motions. None of the other exceptions on pg. 251 apply either, so a Point of Order must be raised promptly after the breach occurs, and an Appeal must be raised promptly after the chair's ruling on the Point of Order.

So it's too late now, but it's not the end of the world. Just make the motion again.

2 hours ago, Golfer said:

The bylaws do state:

"The rules of procedure at the meetings of the members and the board of directors of this club shall be  according to Roberts rules of order, so far as applicable and not inconsistent with these bylaws.  No action shall be taken by the board of directors which is in conflict with these bylaws.  This individual has been notified that he was not voted on and that he will have to wait until the next meeting for a vote.   The assumption upon his nomination was since he was the only nominee, it did not need to be voted on.  In retrospect, I do not believe he would have received a majority vote of the board to be appointed.   Now he is refusing to not be the secretary despite my two written warnings.   He has also circulated a petition for an emergency meeting of the membership, which he had to do because he could not get board members to allow an emergency meeting.  See the attached file for the petition wording.

Based on the facts presented, I still think the member is correct, as was the assumption that his nomination did not need to be voted on since he was the only nominee. As I understand the facts, your bylaws do not require a ballot vote. In such cases, the appropriate course of action when there is only one nominee is for the chair to declare that nominee elected. "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or 'acclamation.'" (RONR, pg. 443)

The reason for this is that voting "no" is not an option. You have to vote for a person, so if you don't have anyone else in mind to vote for, there's not much point in taking a vote. If you did have someone else in mind to vote for, you should have nominated that person, and then you would have had an election. Nothing I have seen from your bylaws so far suggests to me that a vote is required even in these circumstances. So based on all this, there never was any error, and the member is the Secretary.

Even assuming I am wrong on my first point, however, and the bylaws do, in fact, prohibit the board from using unanimous consent and require an election even if there is only one candidate, it is too late to raise a Point of Order regarding this issue at this time. Generally speaking, a Point of Order must be raised at the time of the violation. There are some exceptions, but this is not one of them. Since a timely Point of Order was not raised, the election is valid notwithstanding the error, and the member is the Secretary.

Even assuming I am wrong on my first and second point, however, and we somehow assume that there is a violation and a continuing breach here, so that a Point of Order may be raised at a later meeting, this has not yet happened. An election may not be invalidated between meetings. The board (rather foolishly) rejected the member's request for a special meeting to address this issue, so the board has not yet made any decision, and therefore the election remains valid, the ongoing error notwithstanding. The member is still the Secretary.

So no matter how you look at it, the member is the Secretary, despite the fact that you have mistakenly informed him otherwise. The member has taken the appropriate action of attempting to get the board to resolve this issue, and since the board has inexplicably refused to do so, he has appropriately taken the matter to the next level (the membership) to resolve the issue, which is the ultimate judge of the society's rules.

4 hours ago, Guest Lee White said:

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I doubt we will be of any help, since public elections will be governed by applicable law, not Robert's Rules.

17 hours ago, Guest -PK said:

I was given a packet when joining a sportsmans club for camping and trap shooting that states constitution, bylaws, and ground rules.  Certain board members claim they have a right to change "ground rules" without membership vote. Nowhere in our constitution or bylaws does it state that they were given that authority from the membership. I am newer to Roberts Rules and appreciate the feedback. 

It would seem to me that the board may change "ground rules" that it adopted in the first place, but may not change "ground rules" adopted by the membership, unless the organization's rules grant it that authority (and it seems they do not).

17 hours ago, Guest -PK said:

The only thing I can find is to handle club business and emergency repairs up to $1,000 on their own. Other than that wouldn't it be to do the best for interest of the club for the membership to vote on as final decision makers?  Hope it helps, but I don't find any other specifics.

Handle club business is pretty broad. I'd say that gives them pretty expansive authority to adopt standing rules. I concur that the membership has the final say, unless something in the bylaws provides otherwise. So far as RONR is concerned, the membership may rescind any action taken by the board, but actions taken by the membership may not be rescinded or amended by the board.

16 hours ago, jstackpo said:

Sounds to me that your "Ground Rules" are what RONR calls "Standing Rules"  See page 18 in RONR for details.

And you are right:  in the absence of any bylaws authorizing someone else to do it, only the general membership can create, amend, or rescind those rules.

If the board is granted authority to manage the affairs of the society between meetings of the membership, wouldn't that include the ability to adopt such standing rules as are necessary for this purpose? And the authority to amend rules that the board had adopted?

4 hours ago, Guest -PK said:

From what I can read, very basic to conduct a meeting. Past that, they have ability to spend up to $1,000 for emergency maintenance. I really cannot find anything in writing past that. We are a trap shooting and camping club. Should our fee system, dues, be bylaws or standing motions or else?  Trying to formalize and clarify to properly move forward.  I think past decisions are poorly documented, if at all, and trying to get things cleaned up and done properly going forward. 

Well, earlier you said that the board to handle club business, and now you say the board can only spend limited funds on emergency maintenance. If it's the former, I stand by my previous responses. If it's the latter, then I'd say they cannot adopt or amend these "ground rules."

The bylaws should at least make some reference to dues and how they are set, but whether you wish to specify the amount in the bylaws or leave that to standing rules is up to the club.

18 hours ago, Guest Guest said:

If a resolution is circulated by email with request for votes to be cast by replying to that email, where a board member does not reply, is this considered an abstention? Or a withheld vote? Or absent?

If it's an e-mail vote, everyone is absent. I don't know what distinction you see between an abstention and a "withheld vote" ( a term RONR does not use). They sound the same to me.

I'm also not clear on why this matters. Under ordinary circumstances, non-votes, regardless of the reason, have no affect on the outcome and are not recorded.

I'd be more concerned with whether it is proper for your board to vote by e-mail in the first place.

22 hours ago, Gary Novosielski said:

Regular meetings don't need to be called because everyone presumably knows when they are held.

In RONR the words special meeting and called meeting are synonymous.

It's not unusual for an organization's rules to provide that regular meetings of the board are scheduled by the board, or by the President.

19 hours ago, jay said:

Our board of trustees passed a motion not to appoint spouses of Executive committee members as chairs of committees.

Within 6 days president is calling for a special board meeting to rescind or revisit the motion . To do this how much majority we need? How many days notice is enough? How for we can amend or modify the previously passed motion ?

It's not clear to me that this motion was validly adopted in the first place. How were the committees in question established?

19 hours ago, Richard Brown said:

To rescind or amend a motion previously adopted requires previous notice and a majority vote or, without previous notice a two thirds vote or a vote of a majority of the entire membership.  (In this case, that would be the membership of the board).  However, it sounds to me like this is a rule of order.   If so, it requires previous notice AND a two thirds vote or, in the alternative, the vote of a majority of the entire membership.  Since this is a board, it might be easier to get the votes of a majority of the entire membership than to get a two thirds vote, especially if all members generally attend the meetings.

I think we need to know how the committees were established in order to know what sort of rule would be required to establish qualifications for the committees' chairmen.

16 hours ago, jay said:

I request more details on this interpretation please. How do I prove this is a rule of order  

We need to know how these committees were established. If your rules already say anything on the subject of qualifications for committee chairmen, that would also be useful information.

16 hours ago, jay said:

Yes our bylaws authorize special meetings.

Your bylaws should specify how many days of notice are required for a special meeting. The notice of the motion to rescind would be included in the notice for the special meeting.

20 hours ago, Golfer said:

Had a board opening that a member of the golf club volunteered to fill for three months until a permanent one could be elected.  When the member joined the table, it was assumed that being the only candidate, that an actual vote was not needed, so the member assumed the position.  Now reading the bylaws, it states

"in case of a vacancy, nominations shall be submitted by board members and an interim director shall be placed within 30 days of the vacancy by majority vote of the board. (we had no one show for a replacement within 30 days) .  the interim director shall hold the position until the next annual meeting in which all vacancies, interim or expired terms are voted on by the general membership.  any board member elected to an unexpired term shall only serve the balance for that unexpired term."

Upon realizing that the board did not vote on the appointment of the member that the member is not on the board.  Now a board member is claiming "Roberts Rules of Order, page 54, says that a decision may be made informally by unanimous consent. That is what happened. "    My belief is the bylaws overrule Roberts rules and the member is not on the board.  Any advice?

The bylaws do overrule Robert's Rules, but in my opinion, there is no conflict. Unanimous consent is an acceptable substitute for a majority vote. Such a procedure is, in fact, the recommended option when there is only one candidate in an election (so long as the bylaws do not require a ballot vote). The rule in your bylaws does not appear to be written in such a way so as to exclude that option. Additionally, even if your organization does interpret that the bylaws prohibit the board from making this decision by unanimous consent, a Point of Order regarding this manner is no longer timely.

I would note that if your board insists on taking a formal vote even when there is only one candidate, such a vote should be taken by ballot or roll call, so that members who do not wish to vote for the candidate vote for someone else. A "yes" or "no" vote is not appropriate in an election. You need to elect someone.

20 hours ago, Godelfan said:

4.  A perhaps more interesting question is whether this person is validly on the board, and if not, if it is too late to raise a point of order.

Based on the facts presented, it is too late to raise a Point of Order, even if there was a violation in the first place (and I do not think there was).

16 hours ago, Rev Ed said:

Of course, the question of who actually approved the resignations needs to be asked.  Until the resignations are accepted then no one has actually left their office.  Therefore, they should find 7 new people to fill those positions, and then move a motion to "Accept the resignations of ____, ____, ____, _____, ____, ____, and ___, and to appoint A, B, C, D, E, F, and G to fill those positions."

I concur. It seems unlikely that the board members accepted their own resignations on the way out. As a result, they are still technically board members, so the IPP alone almost certainly does not constitute a quorum. The society's membership will need to resolve this matter.