Joshua Katz

A point of order is a motion, and raising a point of order is making a motion.

A failed motion can be made again at another session, but not the same session. It's not entirely clear (and you're not going to go into too much detail, it seems, so it may remain unclear) if the motion was in order in the first place. If it was, though, it remains in order at a future session. There is no "one shot and you're done" rule in RONR, outside of the rule that the same motion cannot be made again at the same session. A session, to cut off any confusion, is a meeting or related group of meetings. What most organizations refer to as "meetings" are both meetings and sessions, but the difference comes up, for instance, at a multi-day convention.

The only difference I can see is that Mr. Brown pointed out my use of the wrong word.

No. On the minutes, the chair should ask for corrections, which are either handled by unanimous consent or a majority vote, and once there are no remaining corrections, should declare the minutes adopted. On the Treasurer's Report, if it is unaudited, no action should be taken. If it is audited, a motion to adopt the auditor's report is in order.

Well, then join us, and gain that right and more. I don't understand why this member is upset. He made a motion, and it was (eventually) passed. What exactly is he upset about? Anyway, it was improper to debate without a motion, and it was improper to make the same motion a second time after it failed. However, neither issue is timely anymore, and so the motion has been adopted. In the future, I think your chair needs to keep a better control on the order of business. That aside, this seems neatly cleaned up.

Well, I may or may not be a purist, but I'd object to publishing the unapproved minutes, particularly if it's not made clear to the membership that they are unapproved minutes. What's more, though, given that all that's being published is notes, not something adopted by the body, I don't see why it's automatically improper to publish the secretary's notes instead of the secretary's notes with the president's annotations. Neither are minutes, so what's the difference?

I think so. "[W]hile the revision can be rejected altogether, leaving the old bylaws intact, the old document cannot be altered with a view to retaining it in a changed form." I think you'd need to give separate notice, as a result.

So you've said, but why? There's certainly no such rule in RONR. You are considering a revision, which is notice that the entire document will be open to amendment without scope of notice limitations, before being voted on (unless the organization decides to do something different).

I don't think so. What does seem crazy, as my colleagues have noted, is the idea that the whole thing must be voted up or down without amendment. Is there some reason they can do that in your rules? I don't see how you can stop the vote on this particular amendment from happening. What you can do is insist that the whole document is open to amendment during its consideration. The way to deal with individual provisions you don't like is to amend them or vote them down (when, as you indicate, they are presented individually).

True, but it doesn't strike me as all that optional when that person is a board member.

Well, interpreting bylaws is up to your organization, but I fail to see how anything here suggests that a charged member can't attend a meeting. This individual is, to my knowledge, a board member, and has not (yet) been disciplined in any way. Why would the fact of being presented with a piece of paper by registered mail mean that she can't attend a meeting? It seems to me that the Secretary should have promptly provided a copy of the charges to each board member. Why didn't that happen? Well, was the resignation accepted? Either way, this seems like an interruption of the meeting. A point of order should have been raised if she was disturbing the meeting. (There's also the issue of reading from papers, but that rule is not much enforced.) Aside from the decorum issues, though, what do you think is wrong with this? Certainly there's no obligation to provide written copies to the board. Can you? Well, I doubt you have any such powers. That aside, was the resignation accepted? If so, and she is no longer in office, then she cannot be removed from office. If she is no longer a member, she cannot have her membership taken away, just as you can't rob a person who has no assets. The way to go forward is probably to move on - you wanted her out, and she is out. Expelled members (and those who resign) can apply for membership through whatever process you have for membership. It seems to me that your bylaws require that the accused receive a copy of the accusations, so I'm not clear why you would worry about this "leaking."

I have no idea what will be legal, since I don't know your jurisdiction or what a POA is, and we don't give legal advice anyway. As far as parliamentary procedure is concerned, such a 'petition' would have no force unless your bylaws say it does (I suppose, if the 2/3 is sufficiently motivated, it can first amend the bylaws). You should follow whatever disciplinary procedure your bylaws specify if there is cause to remove, unless the term of office contains specific language. What does the term of office in the bylaws say?

Or, I suppose, study up on "reconsider and enter in the minutes," p. 332 et. seq.

And, likely, shouldn't have been asked either.

Well, they might consider changing this. That's what I think.

What does the quorum provision say? Anyway, members who are concerned about such an outcome have an option open to them: showing up to meetings.

I keep discussing making motions to the Board because motions are how assemblies take actions. Your bylaws require (it seems, they aren't entirely clear) an action from the Board before amendments go to the membership. A committee report to an assembly, unless there is a rule to the contrary or the reporting member is a member of the assembly, does not compel the assembly to take up a motion. That aside, though, the real issue is the bylaws committee claiming it can (if it made such a claim) administer the vote, and that it, therefore, gets to decide who can vote, handling such questions as your resignation and the President's, well, whatever reason they imagine for not permitting him to vote. If there is a question of voting rights in the assembly, it is the assembly which must answer it, not the reporting committee. The bylaws do specify how the amendment is to be handled. I remain unconvinced that they followed it, and I am particularly unconvinced by the implication (apparently; again, I haven't seen the rest of your bylaws) that giving the membership the power to accept an amendment via an email vote allows the Board to act through an email vote. If your Board separately has the power to hold email votes (that is, through another bylaw provision), it presumably says how they are administered, which most likely is not "the reporting committee sends it to those Board members the reporting committee thinks are allowed to vote."

First, as noted, there is a prohibition on non-members making motions, and on voting by email: in RONR, assuming that is your parliamentary authority. It makes an exception, as always, where your bylaws or special rules of order say something different. Either they do or they don't; the statement quoted does not, and you've declined (so far) to point to anything else that does. Note the language in your bylaws (hopefully) adopting RONR. Second, parliamentary procedure is not law (although the general principles of bylaw interpretation do bear a striking resemblance to certain canons of statutory interpretation) and legal concepts cannot be imported into parliamentary procedure without, at least, some care. Third, there are other canons. For example - where something is permitted, other things of the same sort are prohibited. Canons are applied holistically, not in isolation. As a result, I don't think this canon, even if it were applicable here, would give you the result you describe. Or, as I hinted at before - do you think I can make motions, by email, in your board, and pick and choose which board members I send them to, simply because your bylaws don't say I can't? In short, given only the information you've provided (there may be other things in the bylaws which would persuade me otherwise) I think your organization's behavior is entirely at sea with respect to parliamentary law - which, I might note, is the answer that benefits you (it has no benefit to me either way since I'm not a member). But, to answer your questions, assuming (against all odds) that email ballots are permitted somewhere in your bylaws for the board, and that this committee can distribute and administer them (as opposed to making recommendations as committees usually do) - both you and the President have the right to vote (subject to the normal expectation that the President not exercise that right under most circumstances).

Simply because the language doesn't say who can handle it, doesn't imply that the Committee can, any more than it implies that I can. The ordinary course of business is that motions may be made in an assembly by members of that assembly. Changing that requires a statement, not silence.

There is no such thing in RONR. To change the wording of a bylaw (unless your organization has adopted some provision like a Style Committee), you amend it. I haven't read the Dummies book (it is an exercise for the reader if that is because I am not a dummy, or despite being one), so I have no idea what it says on the subject, but if it claims there's some difference between amending the words and changing the effect (just where do effects come from, after all?) then I might question if "for" should be changed to a different preposition.

It's up to your organization to interpret your bylaws. My opinion is, as you say: and this: is clearly referring to step 3, not step 2. Is there something authorizing your board to vote by email, because this provision does not seem to do so. If your board can generally conduct business by email, no problem. This, though, is not true: Unless your bylaws empower your board to vote by email (all I've seen is that they empower your membership to do so, in the context of bylaw amendments), the rules in RONR prohibit the board from voting by email, or any other method outside of meetings. In any case, nothing I've seen from your bylaws authorizes your bylaws committee to, in any manner, make motions at your board, or administer email ballots of the board, much less decide that certain board members can't vote on them. Step 2 of your procedure requires action (i.e. an adopted motion) from your board, which must be made by a board member at a meeting, or via email by whatever process your organization has adopted for email voting (assuming, as described above, that's permitted at all). I would be very surprised if those provisions said that some other committee can send out an email ballot, and not even send it to the full board.

Well, that's quite confusing language. It doesn't appear to me, though, to allow the EC to vote by email - it allows the vote to amend the bylaws to be by email (presumably by the general membership?) after the board "perus[es]" and, impliedly, approves the "language of the amendment." Is there something else empowering your board itself to vote by email?

What do your bylaws say about email voting? I find it hard to believe that they permit your board to vote via email and permit others not on the board to make or distribute motions, and to send them only to selected board members. Nothing about this sounds proper.

No, and in any case, it doesn't seem it was acted upon. Assuming your board has the ability to vote on bylaw amendments, how exactly did the bylaws committee manage to decide who can vote at a board meeting?

Well, it means you can regard RONR as persuasive. RONR is not the common parliamentary law, but it's a reasonably good guide. It's also not clear to me, based on your username, that this is up to you. Is there some rule in place allowing you (presumably, a non-member) to tell the organization how to interpret its own rules? Doesn't it have a chair who can make a ruling?