Joshua Katz

Out of curiosity, did your board ever adjourn its first meeting?

I once held a special meeting in a bank lobby to address this...

It was my understanding that three's company, too.

Runaway boards are only a problem so long as the membership allows them to run away. Gather some other members and come up with a plan to assert yourselves. Just about everything described here is incorrect, not just as a matter of formal rules, but as a matter of basic rights and organizational governance (unless, of course, your bylaws say something different). Let's start here: do your bylaws authorize proxy voting? Boards should not preside over meetings (and I don't see how more than one person can preside, as a matter of practice). If your rules allow proxies, what do they say about their operation? A membership meeting should not be just about being told what changes the board is making. The membership, not the board, is in charge, and the board has only those powers given in the bylaws - which the membership can amend (see disclaimer above). The membership meeting should also be a chance for the members to make decisions including, potentially, overruling the board in areas in which your bylaws do not give the board exclusive authority.

Oh boy. Well, first, who is voting in this election - the membership or the board? If the election is among the membership, the board has no role in it at all, except that, if board members are also organization members, they can vote. The board does not decide what the ballots look like and so on. If the board is voting, on the other hand, there is nothing you can do (except to get a different board) since you cannot raise points of order at board meetings. But if it is the membership, you can raise a point of order - which will be decided, if an appeal is necessary, by the assembly, not the board - which, to emphasize, is not present as a board at membership meetings. If the assembly decides that the voting should be conducted properly, and somehow the board tries to exert itself (despite not being present as a board) and control your election, refer to the disciplinary process in chapter XX.

Well, a few things. First, it is correct that under small board rules the President votes with the others. However, to correct a few other things: in the "general" rules, the President does not vote only to break a tie, but rather whenever the vote will impact the outcome. There is no need to break a tie - a tie vote means the motion is not adopted. And the vote can change the outcome in more cases than a tie - for example, the presiding officer can vote to create a tie, thereby preventing the motion from being adopted, and can vote to give a 2/3 vote, or to deny one. In fact, under those rules, the President should not vote to break a tie if the President would vote against the motion. In any case, those rules apply only to the presiding officer, not to all the officers. Note also that they do not apply to the person of the President, but to the presiding officer. The President can hand off the gavel for the duration of the handling of a particular motion and then vote with the others, for example. If the President is absent and a Vice President is chairing the meeting, then that Vice President follows the rules just described. But, back to your question - a board of 7 is indeed a small board. As to a website, why not the FAQ you quote from here, and which happens to be on this very website? However, you should also own a copy of RONR, and if you do, I can also provide a page reference.

Well, unless your rules say to use a yes/no ballot, that's improper. Given that you are electing 2 people, if they are being elected to identical positions, there is a disagreement on this board about how to vote, but I'll give you the majority answer: voters can select up to two candidates. As to how to count votes that do show yes/no, well, don't let it happen. Raise a point of order before the vote begins. If you do that and people still use the yes/no boxes, then you have something more of a pickle. I would think that a yes should be counted as a vote for that candidate, and a no not counted at all, but others might disagree. (And, in accordance with the majority view here, if a ballot contains more than 2 yes votes, it is an illegal ballot and not counted, although it does count towards the number needed to secure a majority.)

I don't follow. Is the ballot blank, or does it have a candidate with yes/no checkboxes? You can have a balloted election without printed ballots. Like I said, you can use post-it notes if you want and have people write the candidate they prefer. I can get to the last question if you clarify what the ballots looked like.

According to the rules in RONR, a yes/no vote in an election for office is improper. If your bylaws say otherwise, you'd follow them. If your bylaws say nothing, then you should not have a yes/no ballot. If you are to have a balloted vote, it should simply list the candidates and allow space for write-ins (or be a post-it on which people write the name of their selected candidate(s), depending on the size and formality of your organization).

The issue here has to do with the bylaw amendment, not the election (so far as we know). If the election was conducted properly, the only people impacted are those occupying non-existent positions.

Do your bylaws say that there will be an election? If so, you should have an election. There could be nominations from the floor. Also, if they require a balloted vote, there must be a balloted vote.

Although, depending on the notice requirements, maybe they can give notice first, so that the new bylaw can be properly adopted at the same meeting as this ruling is made?

This is correct. Failure to follow the rules in your bylaws for their amendment voids any amendment supposedly adopted. (Does your board have the power to amend the bylaws?) You say "We know we can elect them again after doing it right," but in fact you only think that, you don't know it. The results of the vote on the bylaw amendment might be different if notice is provided.

The question that interests me is question 4. My answer is no, the notice requirement need not be the same as the motion requirement. By definition, notice is something you can use over time. At a meeting, motions may be made, debated, and voted on quickly. There is no time to research a motion made on the floor without notice. Furthermore, the rules for amendment seem crafted for a circumstance without a video display of the text as amended, without printed copies of motions and amendments, etc. They are designed to allow you to follow the debate and amendment process without having any visual aid in front of you, and do not allow anything that is confusing. Notice is a quite different circumstance, I think. I'd rather not get myself in trouble with the others here by venturing opinions on the other questions 😉

Except in an appeal... You're probably right when it's in writing. In a conversation, depending on the context, "more than not" often works, I think.

I understand your point. My experience has been that explaining to lay audiences that a majority is "more than half" results in a significant number thinking, until corrected, that a majority vote is taken of those present. Saying "more in favor than against" or, colloquially, "more than not" has tended to result in people getting the point faster. YMMV.

No, it should say officers.

I would agree except for the quote I provided, which I interpret to mean (take it for what it's worth) that there may or may not be directors, but if there are, they are directors. I take the other quoted sections as meaning that it is a good idea for your bylaws to not change the fact that RONR makes directors officers, because if you do, you're going to spend a lot of time dealing with the differing terminology.

I have typically operated on the assumption, unless told otherwise in a given circumstance, that each email vote is its own session.

I agree that this is probably the right way to handle it, so my question is for my own education: considering that the motion here was made more than 3 months ago, but has not been disposed of, it's not entirely clear to me when the "quarterly time period" is supposed to begin. If it begins from the time the motion to postpone is made, so be it. But why doesn't it begin from the time the pending motion is made? Obviously, we don't deal with this most of the time because it's just a few minutes between the making of the motion (or bringing again before the assembly, etc.) and the motion to postpone. As we see more of these sorts of electronic meetings, though, longer time frames are involved. (For what it's worth, I'm frustrated that those sorts of meetings are becoming more prevalent. I think they should have become more prevalent in the past, and should now be declining, as technology has advanced even further and now allows for videoconferencing and the like, although technology cannot overcome the problem of time zones.)

First answer: A majority is neither 51% nor "one more than half." It is simply "more than not." A majority of 12 is 7 since 7 in favor and 5 opposed is more in favor than opposed. A majority of 11 is 6 since 6 in favor and 5 opposed is more in favor than opposed. Second answer: You do not round up for a 2/3 vote. To have a 2/3 vote, you must have at least 2/3 voting in favor. The easy way to calculate that is "twice as many as not." I don't know where your examples are coming from, perhaps calculator error, but 2/3 of 12 is just 8 (one third is 4), and 2/3 of 15 is just 10. Notice that, if there are 12 voting and 8 in favor, there are 4 against - twice as many in favor as against. The same is true if 15 vote and 10 are in favor. If 19 are voting and 12 are in favor, there will be 7 against - but 12 is less than twice 7, so the vote won't carry. On the other hand, if 13 are in favor, and 6 against, there are more than twice as many in favor as against, and so the vote will carry (assuming, of course, in both cases, than a 2/3 vote is necessary).

Page 461-62, ll. 32-33 and 1-4, respectively.

You probably already know this, but that doesn't work. A board meeting is distinct from a membership meeting primarily by who may vote, not who may attend. If the membership is voting at your board meetings, then they are (de facto anyway) not board meetings. But if they are membership meetings, the board should not be running them. It would need to be a meeting of the body which can amend the bylaws. While your organization needs to interpret its own bylaws, my personal opinion is that, since boards have only those powers they are given, this provision must mean a membership meeting.

Yes, but my organization also provides in the bylaws that email ballots get recorded in the minutes of the next meeting, so that there's somewhere to look for evidence for or against the adoption of a motion. But you're right, in this case a claim could be made "we did it by email" which would require some work to affirm or deny. Still, evidence should be recoverable, such as saved emails.

Well, it seems true enough that you have not been following any particular rules. Your organization also appears to have rules about a "slate" which limit the voting rights of the members. My opinion on that is irrelevant, but it does make it hard to analyze some of these questions without knowing your bylaws, so I won't attempt to. Well, I guess that confirms my gut suspicion.