Joshua Katz

As far as RONR is concerned, there is no such thing as a non-voting member. What do the provisions in your bylaws establishing them say?

Yes. Yes. Yes, the process "start[s] over," but, just as before, the member giving notice need not be present to make the motion if someone else makes it.

Good point. For clarify, my answers thus far have assumed (although maybe without good reason) that we're talking about a membership meeting.

It's a matter of bylaw interpretation for your organization, but my personal opinion is that this does not grant the board the exclusive power to make these decisions. Thus, the assembly could rescind or amend the board's actions. But: You cannot rescind actions already taken. If the person has been fired, the membership could potentially direct a rehiring, but cannot rescind or amend the firing decision.

What is the precise bylaw language empowering the board? The issue here is whether the board has exclusive power or not.

Of course. That's the whole question I'm asking - how much gets superseded? Okay, good point. Although one would hope the reader would see that and recognize "oh, that's to avoid the RONR requirement and doesn't mean the banquet needs a higher threshold." But point taken.

There's nothing in RONR saying that an annual banquet requires a 2/3 vote and notice unless the bylaws say otherwise.

Well, when you put it that way: if it wishes to not require a two-third vote, it would write "by a majority vote." If it does not wish to require notice, I don't have a good answer. Which is why I reached the conclusion I did earlier.

I am willing to be persuaded by this. In fact, I have brought up this issue many times, here and at unit meetings, and have never found a satisfactory solution. The question, more generally, is when the bylaws are silent on an issue. Here, the bylaws tell us the where, but say nothing about the how, so one answer (one I agreed with above) is that RONR applies on the how. Another answer, though, is that, as J. J. says here, since the bylaws tell us how to amend them, RONR has nothing to say anymore because they are not silent on the topic.

I expect there will be a split of opinion here on this. My view is that, if a board is a small board, then it follows the small board rules. If it wishes to use the more formal rules, it should adopt a special rule of order to that effect. If it wishes to use them in a one-off manner (although I have trouble thinking of what that would look like) it should suspend the rules. So, if the chair makes a motion and a member raises a point of order, it should be ruled not well-taken unless the assembly adopts a special rule of order to that effect. But suspending the rules for the purpose of n

Wait, this sounds familiar.

I agree. I disagree, not in principle, but on the facts: I think the bylaws here are not silent as to whether or not notice is required. They say any annual meeting. That implies that this is not limited to some annual meetings, i.e. those prior to which notice has been given. In effect, the bylaws provide notice that they may be amended at any annual meeting; thus, one should attend if one has an interest in the bylaws. I worry here because I've seen similar language in several organizations I've been a part of, and in none of them did we think notice was needed. (Although we s

I do not see how you reconcile these. The rules for amending the bylaws in RONR apply when the bylaws do not specify something else. These bylaws say, unambiguously, that the members may amend the bylaws at any annual meeting, and say nothing about notice. I think the chair/facilitator was wrong, and the assembly was wrong for allowing that ruling to go unchallenged until after the meeting. You must hold leaders to account.

It is fine for her to ask. But it can't be done, no. (Not because it's "illegal" as we don't do law here. But because it would violate parliamentary procedure.)

Is this in your rules? It is a prohibited procedure in RONR unless your bylaws allow it. Yes, I can see why you'd get this reaction. Once the election has concluded, it is not the Board's prerogative to not seat the winner. Rather, you need a point of order, made and ruled upon at a meeting, and subject to appeal. By saying you'd review, you essentially tried to retain that power for the Board. Well, that strikes me as not quite the right question. When do your bylaws say he takes office? If they say nothing, he takes office immediately. The Board's incorrect decision