Joshua Katz

Is there a bylaw provision providing that one cannot hold two offices? (There may be other reasons not to allow it if you're incorporated.)

Can you give an example? I'm having trouble picturing it, for this reason: at most, the two board members will have a convergence of interests with each other, which is not an interest not in common with others, it's an interest in common with one other board member. Not only does that happen all the time (all the members share an interest in the success of the organization, e.g.), but it's not a conflict. Of course, they'd be conflicted if the organization considered buying their home at an above-market rate, but if only one were on the board, they'd have the same conflict.

Yes to the first, and no to the second, unless your rules provide otherwise. A conflict of interest is a personal or pecuniary interest not shared in common with other board members. Possibly sharing some interests with another board member is, by definition, not a conflict of interest.

Just to be clear, just because you've been asked to do so, doesn't mean you have to. You are free to leave the liability with those who acted without authorization.

Well, we don't now at this point if any harm will result or not. At the moment, the canceled uncanceled recanceled meeting is still in the future. If no one shows up, or less than a quorum, then the harm will be quite minimal. If a quorum shows up, while others were kept away by a notice, which they had every reason to believe (except for having studied RONR) that it was canceled, then the harm can be considerable. Sure. He might save himself all this trouble in the future by being aware he has no such power to begin with (if that's the case).

That depends. How many show up? I would be concerned if a good number didn't show up believing the meeting is cancelled, and a quorum shows up and spends the organization's funds.

Agreed. As I said, "if the chair went ahead..." I didn't mean to imply that the chair must, or should, do so.

Yes, but you are extending the presumption beyond where RONR applies it. RONR applies it in the case of making a non-unanimous vote unanimous. The only reason to object to such a move is precisely if you voted against the motion. The presumption makes sense there. In my opinion, it makes less sense in the context you now wish to extend it - the counting of votes. There are other reasons to object here. Suppose that the point of order is not that a 2/3 vote is needed, but rather that the chair has miscounted the votes. (This can happen in an explicit way - the chair can announce "there being 7 in favor and 4 opposed, the motion received a 2/3 vote and is adopted.") I can object to that regardless of how I voted, because it's a question of math. Even if the chair erroneously thinks it takes a majority, I would say the presumption doesn't really make sense. Now, if RONR said there's a presumption in those cases, that would be that (although, one would think, such a presumption would be in some manner rebuttable). But it doesn't. You are inferring the application there from a different context, and one where no other rules are at stake (whereas here two rules are at stake - the 2/3 requirement, and math), so that there's no good reason to object absent having voted on the losing side originally. Since you're extending the concept, I would maintain that, if the foundation on which it rests doesn't exist here, you should not extend it in this manner.

I don't understand. The link just brought me back here.

The procedure is for the member to make the motion, and some other member, without recognition, to say "I second." If, however, no one seconded, and the chair went ahead and stated the motion anyway, and debate has begun, the absence of a second is immaterial. By the time you get to voting, either there's a second or it doesn't matter anymore, so a second vote is irrelevant.

I agree, but will add that, if the assembly was voting, this would be out of order too.

Let's assume all that. Now, dealing with Mr. Honemann's point, I take him to be saying that the actual application of this 'suspension' is that, by not raising a point of order, it has been, in effect, suspended. That is, if the chair announces, where a vote requires 2/3, "the vote is 7 in favor and 4 against, the motion is adopted," and no one raises a point of order, then the body has unanimously voted to suspend the rules and allow the vote to be made by a lower threshold. Now, it seems you're saying this is inappropriate, because to raise a point of order would carry the implication that the person raising it voted against. I can understand that in the circumstance you describe, but in this case, I'm less convinced. The chair has laid out the numbers, and they're clearly wrong - either because the chair is doing the math wrong, or just think it takes a majority. Why can't I, as someone who voted in favor, point out "no, as much as I wanted my side to prevail, it did not?" In other words, why the presumption that people will only raise points of order (as opposed to affirmatively voting to suspend a rule, which they would do to achieve an outcome) when they will benefit? This strikes me as a presumption against honesty.

I have to admit, I do not see what you mean here.

Assuming the first two were handled correctly (that is, a primary and secondary amendment) the third should have been ruled out of order, whether you were voting or not, since you cannot go beyond 2 layers. If two different amendments were being handled at the same time, that was already out of order. In any event, as my colleagues mentioned, if you were voting, it was certainly out of order to make a new amendment, even if it otherwise would have been in order. So, I think it's fair to conclude that, whatever the details, this action was out of order. However, it is too late to raise a point of order.

If a member is in office but is, per the bylaws, unqualified (and remains unqualified as of now) then it is not too late to raise a point of order, as the breach is still ongoing (and violates the bylaws). The vote is irrelevant - even by a unanimous vote, the members cannot waive bylaw qualifications for office (except by amending the bylaws). However, it matters what the bylaws say about those qualifications - are they for office, or for running?

I agree. I also question how they could in practice. What if the "calling authority" is the board - how will it act without a meeting (unless there are special provisions laid out)?

Well, they're wrong too.

Tell the committee member that if he wishes to be pedantic, he should first be right.

It depends on who adopts the budget. Since your bylaws do not create or describe a budget committee (or so we're told), that committee has probably not been empowered to adopt a budget - it's only recommending one. (If your bylaws list other standing committees, then it's also not a standing committee.) The filing of reports is irrelevant - just because a report is filed does not mean the recommendations contained within it are approved. Considering that adoption of the budget is a special order for your annual meeting, it seems fair to guess that your annual meeting adopts the budget. That being the case, unless there's a notice requirement somewhere (which seems unlikely, since the budget committee isn't mentioned in the bylaws), the budget is fully open to amendment. This does not have the effect of turning the entire congregation into a second budget committee - the difference being that the congregation is authorized to adopt a budget, and the budget committee is not. Even if there is a notice requirement, that would create some restrictions on amendments, but not limit it to procedural issues, decimal points (which are not procedural, as an aside) or points of clarification. In short: unless your bylaws say otherwise, what would make you think members of an assembly considering a motion could not amend that motion, and would be forced into a binary of acceptance or not? Limits on the authority of the assembly have to be contained somewhere.

To repeat my question from the other thread: what the heck does she think the point of that is? If her issue is that elections need to be held in April, how does holding one now help? To repeat a question others have asked here: are there any bylaw provisions giving this "state director" the ability to issue such an order? If not, forget about appealing - just ignore her.

Well, I don't think that's a procedural law, but as Mr. Gerber points out, that doesn't mean you don't have to follow it. It just means you can't raise a point of order because the rules of parliamentary procedure are about something different. The law quoted is more of a definition, it's likely in the definition or time-limit section of some other law, not standing on its own, and the larger law may or may not be relevant to your situation. It is impossible to tell without context.

Exactly. If the claim is "nope, April means April, can't have it any other time" then just what is the plan for this special election?

Probably not, but look to your relevant statutes as this is an elected body.

This is just election by blank-filling, is it not? (But how do you sequence the candidates? By pre-election polling?)

I'm curious - what is the alternative where they vote more than once?