Joshua Katz

It's not just a good idea, it's the law! (Well, the rules, anyway.) 😉

How large is the board? Under small board rules (smaller than about a dozen), yes. Under normal rules, no.

5 is greater than 2, so yes, assuming a majority is needed. Or, to look at it another way, of 7 votes cast, 5 were yes votes, which is more than half.

The difference is that, to remove someone from the office of director, the assembly needs to follow those procedures, since it elected them to that position. Since the board elected the person here to the office of secretary, it is the board that follows those procedures.

In that case, if you wish to remove an elected officer from their position, you will need to follow the disciplinary procedure in RONR chapter XX.

In that case, since the board is the appointing body, it is also the body that can handle removal. Next question - how are the terms of office defined in the bylaws?

How do your board members and officers get selected?

It is correct to hold the election. But if the election does not result in a person being elected, it has, as a matter of fact (is, not ought) not been completed.

Well I guess that explains it. Assuming, of course, that nothing the General wrote has ever changed.

Even assuming, a safe assumption, that everyone is right and I am wrong, why in particular is that absurd? Bylaws can say false things. You can adopt a bylaw that the sky is green. More seriously, many years ago we all, I think, eventually agreed that a bylaw saying "there are no rules of order and no points of order are permitted" would be ineffective, since there would be no way to stop someone from raising a point of order that would not, itself, violate that rule. So that rule simply states something false. Why can't this rule?

Well then there's no problem, since that date will never come. If he meant April 30, that's not quite true either, unless he wants to give up the remaining partial day of his current term. He seems to be saying, instead, that he doesn't intend to serve another term if elected. What do your bylaws say about elections, though? In particular, do they rule out nominations from the floor and/or write-ins?

I've always wondered about this, too.

RONR does not contain all the niceties of corporate law on these matters. If your organization is incorporated, you may have to consider state law.

Agreeing with my colleagues, an assembly may not be forced to meet indefinitely. If they want to go, they have the right to end the meeting and go. Else you could pass things by exhaustion. If, on the other hand, people would like to conduct the business for which they came, they should vote no on the motion to adjourn.

Agreeing with both of Mr. Elsman's points: RONR contains no rule saying that the secretary must be a member of the body, so long as the body desires someone else and the organization has no rules on the subject. So a non-member (regardless what else they are a member of) could be the secretary and sign the minutes. Is that the scenario you have in mind?

I agree. More precisely, as to 1, because you don't vote on committee reports, the report is never before the assembly, so the assembly is in no position to amend it. Besides, it is a report about what the committee did and recommends. The committee, not the board, are the experts on that. The motion Amend applies to motions before the body, and the motion Amend Something Previously Adopted applies to motions the body has already adopted. This is neither.

Or they could amend it to add a provision: in 2024, the percentages shall be...

2/3. Without having thought about it much.

I see no reason to mention either. Mr. E or Ms. Terri seems good enough for me. Unless you have different rules in your organization.

I guess the board could adopt a motion directing the president to do so, but if he's already ignoring rules requiring it I don't know that that will help. I guess the next step is disciplinary action, either via RONR's process or an alternative in your bylaws. Do your bylaws have anything on that? While we're at it, what do they say about the term of office?

You are using "illegal" in two senses, and one is incorrect. The incorrect one is, roughly, in accordance with RONR. The correct one deals with matters of contract, duress, etc., and that one will require a lawyer's guidance.

Suspend this rule, which is in the nature of a rule of order, then suspend the one you want to suspend. And amend this out, when you get around to it.

Debate is not your problem. Your problem is that the rule is not suspendable, as it has its application outside the meeting context.

What do the bylaws say about this volunteered position?

Do your bylaws require notice for amendments? Clearly if it was "missed and not included in the proposed documen sent to members" then it lacked notice. As to "some things were mentioned during the discussion . . . and added after" that sounds nonsensical. Unless someone made a motion to amend and it was voted on, you can't just add stuff to the bylaws because someone mentioned it in discussion.