Joshua Katz

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?

No one has to make comments, but if you made a motion it should have been voted on, unless someone made and the board adopted a motion to postpone. This is why meetings should involve making motions, not bringing things up and talking about them.

Putting together the quotes above, it is fair to say that, first, anyone can request anything, but it doesn't mean they'll get it. A member (who by assumption is not a board member) is not entitled to see any board minutes, unless you have rules to the contrary, and certainly not those of executive sessions of the board. He is entitled to membership meeting minutes. The assembly can instruct the board to give over its minutes by a 2/3 vote, or the board can on its own decide to allow him to see them.

Well, do the bylaws or other rules say anything about any parliamentary manual? If they are using a different manual, and that manual is silent, then RONR can be cited as persuasive but not decisive. If the manual covers the question, then you need to use it. Assuming there's nothing about a parliamentary manual, the next question is whether you've developed a custom of relying RONR. That's harder to see without being around for a while. Next, if there's no custom, you should be following common parliamentary law, which is often similar to RONR. Finally, and as a consequence, in those cases you can cite RONR as persuasive, not decisive. That is, you can say "here's a useful looking solution." Or, you can use whatever process there is for amending your bylaws to adopt RONR as your parliamentary manual. Alternatively, you can move to adopt it as a rule for the session.

In that case, you will have to follow whatever disciplinary procedure is in your bylaws if you wish to remove directors (or, failing that, the disciplinary procedure in RONR, chapter XX).

What exactly do they say? Please give the precise language.

What do your bylaws say about the term of office of directors?

I have nothing to add on anything else, but regarding how many times to revote: it is a general rule of thumb that people want to go home eventually. Sometimes, if multiple ballots are not producing the desired changes, a brief recess where people have informal conversations can be helpful.

It says "our Past President resigned last week." Resigned from what? It doesn't say. In particular, it doesn't say "resigned as Past President." I read it as "the person who is now our Past President resigned from President last week." True. So far, though, the only thing I've seen the attorney actually do is somehow adjourn a meeting (by what authority?) so he can study Robert's Rules (always a good idea, but not particularly helpful here).

I don't see what legal questions are presented here.

I'm struggling to see how the answers connect to the question. It seems to me that they voted, counted, and then realized that the person who was elected was not eligible (I'm going to assume this is correct). The answer to that is - no, you don't just award the position to the runner-up. You have a vacancy in office, and you hold a new election.

I assumed he was President until he resigned, at which point he became Past President. Am I too optimistic?

If I may - what business does this attorney-member (who presumably was not chairing the meeting) have adjourning your meeting? Inquorate meetings aren't automatically adjourned, and people might well want to conduct other business, such as set the time to which to adjourn, which is permitted without a quorum. It's likely true (although we can't say without knowing your bylaws) that a new election is needed, which leaves the question of how to hold one.

I generally say, if the chair asks, "speaking neither in favor nor against." As chair, I take such speakers in the order of seeking the floor and just ignore them in the alternation, unless they clearly speak one way or the other.

Hmm. My lecture notes certainly don't include discussion.

What is the nature of the organization?

That's weird, I still see it.

Then no, unless there were some factors we're not aware of, such as an applicable procedural statute.

That, at least, is clearer (and the same as the standard used for a mass meeting). A fair point. Mine is analogous to the RONR default for conventions, though, to some extent.

Granted, but it seems to me that my interpretation is preferable in that it doesn't render a bunch of words pointless.

How do you figure? While, admittedly, this is a mess, I think the most reasonable interpretation (which doesn't matter, since only the organization can interpret its bylaws) is that a quorum is a majority of the largest number attending at any point after the call to order. There were 5 attending, so a quorum is 3; therefore, one cannot conduct business. I expect others will disagree, based on past conversations.