Joshua Katz

I'm not entirely sure I follow the scenario, but my first thought is that a member could just move to replace the bulletin board, and the motion could be referred to committee. The committee could include all the board members if that's what they want, although I don't think that's a great idea. Or the original motion could be to appoint a committee to come up with recommendations about the bulletin board. Or, perhaps better, the member could make a motion to direct staff to investigate the condition of the bulletin board and prepare a report for the board listing options for improvement.

Agreeing with Dr. Stackpole, note that you are nto free to move the previous question on the main motion alone while an amendment is pending.

Is it? It seems to me that that's exactly what the discussion is about. Why not Mr. E?

I concur with Guest Student, while noting that the member is not literally "changing" his vote. Rather, he's voting a different way on a new motion. He can't just decide to change his vote on the previous motion and hold everything else constant. In particular, those in attendance at the upcoming meeting are the ones who vote on the new motion, so it may well not come out as predicted.

Without reviewing the RONR provisions, my thought is that notice (unlike the motion itself) need only, as the text says, "fairly inform." Since you have actual notice of the changes to be made, and hence of the motions that will be introduced, by looking at the existing text (or copying and pasting into Word and then running compare, or using a compare pdf program), I would think notice is sufficient. Regarding explanation, I do not think explanation is required at all when giving notice. It is probably a smart thing to do, but failing to do so, or giving what some might consider insufficient explanation, does not have any effect on the validity of the notice. Committees (or boards, it seems) making recommendations to the assembly do not need to argue for them - but they'll find it hard to get them approved if they do not. When the motion is introduced at the meeting, it will need to be in a recognized form, unless the board is actually proposing a revision.

If the member voted on the prevailing side, he can move to reconsider (in the same meeting, or on the next day if the session lasts longer than one meeting). If reconsider is adopted, he can then vote as he wants on the reconsidered motion.

Wouldn't you save even more time by moving to refer the restaurant question to committee, and seeing if it gets amended to instead appoint a picnic committee?

However, if the board minutes are ordinarily available to members, the executive session minutes will not be available to members (who are not on the board, of course).

I see. Thank you.

It seems to me that going from the cited text to the conclusion is an enthymeme, with what I stated as the unstated premise.

Well, wait a second. Suppose a motion is pending, and is amended by inserting a paragraph. Are you also saying it is now out of order to move a substitute for the pending motion?

If the motion to substitute B is adopted, I realize B cannot be further perfected (but why would it need to be?), and I realize that a substitute cannot be a secondary amendment, but are you saying that following a substitution, another motion to substitute, as a new primary amendment, is not permissible? If so, I'm not arguing, but what is the source?

I agree that might well happen. However, I don't think we have enough information to know if the board has overstepped its bounds, so we don't know if it's a board that tends to do things like that or not. We've only heard one side, and we don't know the powers of the board yet.

Why overcomplicate things? Move A. Move B as a substitute. Perfect both. Decide. Move C as a substitute. Perfect both. Decide.

What do your bylaws say (precisely) about the process of becoming a member, and qualifications?

You could include a proviso in the motion to adopt the amendment that the change will take effect at adjournment, to prevent that problem. I'm not sure that changing the bylaws in this manner without a proviso will remove the presiding officer, although I can see why it might. If it makes the chair vacant, you will need to elect a chair pro tem until that's sorted out. Or you can suspend the rules to allow the presiding officer to continue. What will the new bylaw say about presiding officers?

It is effective immediately upon passage.

It's not clear to me whether or not your bylaws are ambiguous. So here are the answers both ways: If they are ambiguous, it is up to the organization to interpret them. The organization, not the COO. That decision is to be made at a meeting, not via a memo. The memo may or may not be useful information to the members, but ultimately, it is they who will, via points of order and appeals, decide what the bylaws mean. Your employees don't get to boss you around. They should be amended to be unambiguous. If they are unambiguous, they mean what they say. If members don't like what they say, they should be amended. If they do not say the same thing as the memo, the memo is of no parliamentary force. Note that this is the answer as far as parliamentary procedure is concerned, not corporate law. We can't answer how laws might impact things.

Unless the motion adopting them or the amendment itself says otherwise, or a provision in your bylaws says otherwise, bylaw amendments take effect immediately.

I'm not sure I follow - not clear to me how the budget can be $1M if you have no money. If you aren't spending organizational funds, though, that means your officers won't find themselves at personal risk. The fact of presiding wouldn't give that person an unlimited right to call meetings, no.

For the future, what you could have done is Set the Time to Which to Adjourn, which establishes an adjourned meeting and may be done in the absence of a quorum. As to what to do in this instance, well, that's a little tougher. You told us you have short bylaws, and that you meet every 4 years. Do the bylaws say you meet every 4 years, or is that just your custom? As GWCTD says, you made an invalid decision. There's no provision for making a valid decision. On the other hand, there's no provision, presumably, for challenging this invalid decision outside the meeting. So my thought is to hold your party, convene the meeting, and if someone wants to challenge the invalidity of that decision, they can do so at that time. Of course, that's circular, but I'm not sure what else to say at this point. Unless, that is, organization funds are spent on this party, in which case your officers could, I guess, spend the money and then seek ratification, risking having to pay it themselves if not ratified.

Agreeing with Mr. Geiger's excellent description - when a motion is pending, and another is in order, they act like papers on a desk. The one made most recently is on the top of the stack, and will be processed first. Note also the following special characteristic of Postpone Indefinitely: not only is it debatable, but the debate is permitted to go to the merits of the main motion that is pending. So to answer what I think was part of the original question: consideration of the pending motion is not immediately stopped by making the motion. The postponement is then debated, with the debate going to the merits of the original motion if desired, and then voted on. If it carries, then the business is done with. If it fails, you are right back to considering the pending motion. So, what is the point? It has two points. First, the assembly might have found, through debate, that a yes/no vote on the motion itself would be embarrassing. RONR gives the example of a motion to endorse the club's President for political office. Voting no might suggest, falsely, that the assembly lacks confidence in the President. Voting yes might be deemed improper, though. This is a way to kill it without a direct vote. Second, the opposition might use the motion to test its strength by moving to a vote which will be binding (but subject to reconsideration) if it kills the motion, but not if it fails to do so. I once went to a meeting where the head-count coming in on a particular motion was 4 in favor, 1 against (I was the one against). When I thought I had persuaded some people, I moved to postpone indefinitely, and there were 2 votes in favor, 3 against - so I had picked up one vote on my side. The fact that I had moved someone, though, gave others permission, as it were, to start thinking differently (I was the only member of my party on the commission, so when it was just me, it could be dismissed as "oh, you know him.") As a result, when we voted again, we wound up with 5 votes against the motion.

Nobody could do that. Literally. The only question between me and Mr. Martin is whether the organization can kick you out. We don't allow slavery in this country. It is not unconstitutional, though, to say "either stick with the job or quit the organization." If the proposal were to chain you to a desk until the books were completed, that wouldn't be unconstitutional either, but would likely be illegal. I don't know what you mean by a "guild line." Where an applicable procedural law takes precedence, if RONR claimed to apply anyway (which it doesn't), that would be a losing argument in court. There have been cases on parliamentary issues, primarily in parties and in corporations. For the most part, courts are unwilling to challenge parliamentary decisions except where a law applies (including common law). In one case, for instance, a meeting was properly called and noticed according to the organization's own parliamentary rules, but the court (Del. Sup. Ct.) held that the actions taken at the meeting were invalid because a board member who was also a controlling shareholder wasn't given enough notice to prevent himself from being removed from the board, and could have with more notice. That case had other oddities, though, such as a lawyer who was clearly conflicted and gave incorrect advice on the bylaws to this board member. I don't think anyone has suggested otherwise. We've all been quite clear that you can leave your position (and that to maintain otherwise would be ludicrous). The only question is what happens to your organizational standing when you do. I don't really follow any of this. Is the monthly meeting a board meeting or a membership meeting? Why would a previous "private board meeting" stop this meeting, and what has it got to do with the resignation votes? It is contradictory for the board to maintain that you are still in office as your resignation has not been accepted while not including you in board meetings. Is your board empowered to hold special meetings? Was this "private meeting" an actual meeting, as in one where business is conducted, as opposed to a group of people chatting at a bar?

Your organization is free to amend your bylaws to require that type of 'transparency.' As far as RONR requiring it, two things. First, if RONR did require it, you wouldn't need to amend your bylaws, so the secretary's claim is contradictory. Second, ask the secretary where in RONR it says anything about PTOs posting their budgets on the internet.

Is no one else concerned about the use of a standing rule to modify terms of office?