Joshua Katz

Not necessarily. If there is no further business, the chair can simply declare the meeting adjourned. There are a few other cases where no motion is necessary.

Well, now your organization decides. It sounds like you've identified most of the issues already, but to clarify a few things: There's a lot of talk about feelings here. They don't matter, except when a valid question is put before the assembly, and people can then consider their feelings in voting. If you amend your bylaws to add a position, then it will be a vacancy and will need to be filled by whatever process you use to fill vacancies. That process (hopefully) will require notice, so it's not clear this scheme will work in any event. It is irrelevant that in the past, relying on feelings, the board has done whatever it felt like doing. Only your organization can interpret its bylaws, but I think there is good reason to suspect that language means a membership meeting, not a board meeting. Unless powers are specifically given to the board, the board doesn't have them, and the quoted language does no such thing. There cannot be a "quorum of ... regular members" at a board meeting. This might refer to the surprisingly common myth that you can act outside of a meeting if you manage to gather a quorum. Nothing could be further from the truth. The confusion, I suspect, originally arose from certain Sunshine Laws and spread from there. Regardless, it is wrong. Actions may only be taken at a properly-called meeting. If your rules for calling a meeting have not been followed, then there is no properly-called meeting. Failure to adhere to proper procedure at the election most likely does not void the result, since most procedural points, unless they impact the outcome, must be raised in a timely manner - that is, at that meeting. We value finality and don't have free-floating invalidations. Your organization, again, must interpret its own bylaws, and I'm not going to venture an opinion without seeing the language. However, it is conceivable that a process where nominations are taken prior to the election, and where the bylaws specify that nominations from the floor are in order at that time, means that no floor nominations need be called for later. A specific permission prohibits other things of the same type. I have to say, I'm puzzled by a few things. I'm not puzzled by the instinct of the board to perpetuate itself - see Lord Acton. I'm confused about this board member who has done everything possible to stay on the board, except the obvious path of seeking a board position. It sounds like an end-run around the membership, although that's just a gut feeling. However, if the board wants to keep her on so desperately, I'm still not seeing the rush. They could seek a bylaw amendment (properly) later, which will, whenever it is adopted, create a vacancy to be filled however you are supposed to fill vacancies (not necessarily the way you have felt like doing so in the past). Why do they, specifically, want to make sure her reign (sorry, term) is uninterrupted? On a side note, you can't withdraw a nomination, but you can tell people you won't serve if elected.

Yes, raise a point of order. No, do not motion that you default back to the previous bylaws, for two reasons. First, because motion is not a verb. Second, because if the bylaws were never changed, making a motion that amounts to trying to change them back muddies the waters. Personally, I would raise a point of order that an election needs to be held. When the chair rules the point of order not well taken because the bylaws say people can stay in office forever (!), I would appeal and argue that no one has been able to demonstrate that the bylaws were changed between the latest bylaws showing that annual elections are held, and the earliest bylaws showing that positions are held for life (who would ever put that in their bylaws?) By the way, a few notes: 1. If the bylaws were amended, but the minutes fail to reflect it, that doesn't change the fact that they were amended. Rather, the minutes should be fixed. However, if no one remembers doing it, the lack of any mention in the minutes can be evidence, just as the presence of such a motion in the minutes would be evidence that they were changed. 2. The requirement (I think this is what you said) that bylaw amendments be performed by the membership, does not imply that they cannot be changed at a properly-called special meeting of the membership. Do your bylaws permit special meetings of the membership? If so, the question will be whether the special meeting that adopted the bylaws (if one happened) was properly called. Also, what do your bylaws say about their own amendment? It's possible they do not permit amendment at a special meeting.

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.