Joshua Katz

Or the organization's stock holdings could issue a dividend. Point being, to be clear, even if none of those things happened in debate, there's nothing inherently out of order, in my opinion, about adopting the motion. We do not know what the future holds. Think of the consequences if such a motion were out of order. Suppose there is $100 in the bank, and I make a motion to spend $70. In order, right? But how can we know that, before the expenditure, the organization won't be assessed a $40 fine? Exactly. In these days of overdraft protection, it isn't even the case that paying more than is in the account is necessarily impossible or illegal anyway.

Sure, but the comment here was about the bank balance, which is something that can change from day to day. Maybe I confused the issue by introducing budgets, but my point was that I don't see any reason it's out of order to plan to spend more than you have, so I don't see why a motion to actually do it is out of order, either.

Why would that be out of order as opposed to, say, just a bad idea? Would it be out of order to adopt a deficit budget?

Mr. Kapur's point sounds right to me. Absent other rules, why does a motion to spend x on y contradict a later-adopted motion to spend more? I could see it if it were done in the other temporal direction.

I guess I'm confused about your confusion. It looks straightforward to me - the board adopts a motion saying "we think it would be good to amend the bylaws in this fashion, and ask the bylaw committee to take a look." The committee then takes a look, and makes a recommendation to the membership, which has the power to amend the bylaws.

This is not true, unless everyone comes to every meeting, and no one but you ever abstains. On a voice vote, the minutes should simply reflect if the motion was adopted or not. No tally should be included. Even if rising, how an individual voted should not be included; that's only included when voting by roll call.

Debate on this motion should follow the rules of debate as they would be applied to an original main motion. The topic of debate will be the wisdom, or not, of adopting the change to the bylaws, so discussion of other bylaw provisions will be out of order (except as they relate to this question), etc.

Well, I said main motion, not original main motion ;-). So far as I know, there was no main motion which the assembly referred to the committee. The board, it is true, is an assembly, but not the assembly (from what I understand) which is currently considering the recommendation. But it is a form of the motion to amend something previously adopted (the bylaws) which is an incidental main motion. It remains debatable, which I think was your actual question.

Not only can they revisit part of it by the motion to amend something previously adopted, they could have amended your motion while it was pending, or moved to divide the question while it was pending. You can make a motion with two parts, but you can't force the board, unless it agrees to be forced, to face such a motion as a binary choice.

I'm not sure if I follow your question entirely, but a motion to amend the bylaws is a special form of the motion to amend something previously adopted. It is a main motion, and is debatable.

The one who votes against the motion in order to move its reconsideration should not be the parliamentarian, who should not vote at all. And should be impartial.

And also, not the parliamentarian.

The rules in RONR apply to meetings. You are free to do what you want before the meeting.

Then I suppose your organization will have to figure out what it means, because, as noted, RONR doesn't use the term "revote." Personally, I have no idea what it's supposed to mean, and the only things I can think of would be undemocratic and bad ideas (which doesn't mean they aren't what your organization wants, of course, and your organization is free to do what it wants in its bylaws, but it also needs to understand those bylaws).

Violations of the bylaws are continuing breaches. A point of order can be raised so long as the individuals "elected" remain in office. It seems you're asking (assuming a violation took place, which is not entirely clear to me and is a matter of interpretation anyway) if it's okay to just ignore it until there's an objection. In some sense, sure, but in another sense, no, you're supposed to follow the rules. Again, though, it isn't about if people received their notice on time - if someone's mail is delayed, that doesn't invalidate the election. It's whether you mailed it in such a manner that it should have gotten there on time. It isn't clear to me if you did or did not - and the only way to decide is for a point of order to be raised, which can only happen at a meeting. Until then, you don't know if you broke the rules or not. Keep in mind that it takes only one person to raise a point of order, and two to appeal, so it doesn't matter how few people are talking about it, they can force it to be litigated (so long as there's more than one). But they can't force you to litigate it via phone calls and emails; rather, they have to do so at a meeting. Why can't the complaining people vote? If they are not members, they didn't require notice, and in any case can't raise points of order. I just realized I lost track of this thread at one point, and failed to respond to an issue in your initial post. When you removed your President, unless your bylaws say otherwise, your Vice President became President, and this meeting should have been replacing your Vice President. Since it was to fill a vacancy created by a removal, though, the discussion above about "until successors are elected" becomes less relevant (to this question - it's still relevant to the removal, but we're not talking about that). One thing that comes out of that, though, is that, if it is expected that a point of order will be raised and might be well-taken, it would behoove the organization, prior to the meeting at which that could happen, to give notice that, should a vacancy arise at that meeting, an election will be held. Otherwise, you'll be left after that meeting without a (fill in the blank, given the discussion above about Vice President) whereas, with that notice, you can fill a vacancy should one arise.

A body can only ratify such actions as it would have been permitted to take in the first instance. In my opinion, since the body would not be permitted to hold an election absent a properly-called meeting in the first place, it cannot ratify the action of holding such an election. Therefore, a point of order should be raised at a meeting, and if it is well-taken (either by the chair or by the assembly on appeal), the election should be nullified and a new election held. That will either make the positions vacant until the election, or, depending on the wording of your bylaws, put the prior officeholders back in if their successors have not, in fact, been elected (if "until their successors..." language appears in your bylaws). But stay tuned for other answers.

Well, the first is a bylaw interpretation question, which means only your organization can decide if it was properly followed, by someone making a point of order at a meeting, followed by an appeal after the chair rules. The second is arguably one also, but I think it is clear, at least, that any time after the meeting does not count as before the meeting, so if the meeting is held at 1pm, then the day can only count for, at most, 13 hours, although that's not the best answer when noticed is mailed. It's probably a bylaws interpretation question, but I would say that day does not count when using the mail. My personal opinion is also that Sunday does count, presuming it says days and nothing else.

When notice is required, the requirement is to give or send the notice, using a permitted procedure. It is not required that notice be received. The question is, since you must give notice 3 days before, did you mail the postcards at a time reasonably calculated to have them in people's hands 3 days before the meeting?

Your bylaws are allowed to make any provisions for their own amendment that the organization wishes, so far as parliamentary procedure is concerned. We all might have opinions (which are like some bodyparts, I suppose) about whether or not the second method is a good idea, but an amendment process cannot be wrong. However, you asked if it is legal, and we can't answer that since we don't answer legal questions here. So far as parliamentary procedure is concerned, it's fine, and if it were changed, it would still be fine (so long as it was changed by one of the two methods currently prescribed in your bylaws).

I don't follow. You said your club just changed officers, which implies to me that it had a set of officers, and now has a new set. How could an organization old enough to have had 2 sets of officers not have yet held two meetings or received any dues? (The bylaws are a mess, if that is a verbatim quote.) The section of the bylaws quoted here, so far as I can tell, though, has nothing to do with a board, and certainly doesn't say you have a board. Is there a section of your bylaws that does, and that also specifies the power of the board? What's quoted here is about membership meetings. Also, presumably, your membership elects the officers - how did you manage that if, in fact, you don't have any voting members? In any case, taking your word for it that a board exists, the board has those powers, and only those powers, delegated to it in the bylaws. If it is given the power to manage the affairs of the organization, it can (subject to applicable law) elect the organization's tax treatment, provided that the conditions thereby imposed do not violate the bylaws. If it is given the exclusive authority, then that choice cannot be countermanded by the membership (except by electing a different board to change it, or passing a bylaw), but if the power is not exclusive, the membership may reverse or amend the decision of the board. Of course, even if the board makes such a decision, each change to conform to the laws for the tax treatment is a separate decision, over which the board may or may not (again, depending on the bylaws) have power - the decision to be a 503(c)(3), for instance, does not thereby prevent the membership from voting to give money to a candidate. Breaking the law, of course, is a bad idea.

That depends on the authority your bylaws give the .. well, that's the first question. Do you have a board, or just a bunch of officers? Assuming you have a board, it depends on the authority your bylaws give the board. It may (although this would require a legal opinion) depend on the non-profit form you wish to adopt, and any rules in the applicable IRC section.

This is really a question about your open meeting and other laws. As far as RONR is concerned, the answer is you have no such means - but the fact that the other people are able to do what they're doing suggests there are ways within your rules or laws. But see my previous comment.

Well, this is venturing far from RONR, and into the rules of your city council (and likely applicable laws about public participation), but these two circumstances seem to present a problem. If you have no right to even participate in debate without previously signing up, I don't see a way you can respond on the fly, except by signing up to debate on everything, and then simply passing unless this has taken place. But even at that, if you are called to speak before the people you want to correct, I think you have a problem. You could sign up and then say "the association hasn't taken a position on this," but it becomes a question of who people believe. Perhaps the association can adopt a procedure, when it is not reviewing something, of sending a letter to the city saying just that. It could also decide whom it wants to authorize to speak on its behalf (say, the chair), and then send a letter saying "here is a list of people authorized to speak for us - those not on this list are not."

I agree with Mr. Brown. I was picturing a different set of facts, where the objector is also not authorized to speak for the association.

Another great point. When someone says "I want to talk about the clubhouse" in a meeting, you're still in a position where, e.g., the chair is calling on people to speak. As a result, what often happens is people making speeches not responding to each other, but rather coming up with their own thing. Motions clarify and refine the issue so that everyone is speaking to the same points.