Joshua Katz

I dunno. You could screen-shot it.

Well, that's interesting. Presumably, you could have just amended the bylaws, with the intent of changing them back later.

It is lonely at the top. I joined an organization, was asked to be member parliamentarian because people knew things weren't being done right and rights were being violated - and then people got upset when things started changing. Well, there are more interesting questions here than the one you opened with. Depending on what exactly happened when you agreed to leave things as is, you may have elected your current officers to a new term already, or you may not have any officers at the moment; I wouldn't want to hazard a guess. If that's all your bylaws say about elections, they should be amended to say when the election is held - we know when the nominating committee reports (although it should not be called a "slate" if the positions are voted on separately), we know when terms begin, but we don't know when they're supposed to be elected. The default procedure in RONR for amending bylaws is that it requires previous notice and a 2/3 vote, or else a vote of the majority of the entire membership. RONR also states that organizations should adopt their own procedures for amending their bylaws (as you did), and suggests that they be at least as burdensome as the default rules (yours is far easier). Essentially, it is as easy to amend your bylaws as to pass any regular motion. If any motion is proposed that is in conflict with the bylaws, all the mover needs to do is move to amend the bylaws, and with no greater burden than it would take to pass the motion, they can be amended. This creates instability in the organization, since members have no reason to believe that the bylaws provide some sort of structure they can count on if they do not attend a meeting. People can, in actuality, do whatever they want at a meeting, since if a majority of those present want to do anything, it is irrelevant that the bylaws say not to, as that same group can amend them.

Unfinished business is things that were postponed, that were pending at adjournment other than special orders, were unfinished business at the last meeting but not taken up, or were general orders for the previous meeting but not taken up. I'm not sure what happened at your last meeting, but ordinarily you don't need to have such a discussion, since terms of office and times that elections are held are specified in your bylaws. If all you did was talk about it, it's new business. If you took some action at the last meeting to make it a general order for this meeting, it would go with unfinished business and general orders. How exactly did this get decided, and what do your bylaws say on the matter? What do your bylaws say about terms of office and elections? That should answer your question about when the new officers take office. If not, then RONR provides that they take office immediately on their election if present (as long as they don't decline), or if absent but has consented, or else when notified (and doesn't decline). Allowing bylaws to be amended by a majority vote is highly unusual. What exactly do to the bylaws say about amendment (precise language)? You can find p. 121 by purchasing Robert's Rules of Order, Newly Revised, 11th edition. It can be purchased from the organization that runs this website, from the National Association of Parliamentarians, your local bookshop (probably), or Amazon. It makes great leisure time reading! In any case, it sounds likely that notice isn't relevant for this question, and like you don't have time to give notice anyway, so I won't summarize the rules for notice at this point.

There is no such thing as "old business." There is such a thing as "unfinished business," but it is highly unlikely that your election is unfinished business. What are your rules for amending the bylaws? If you have no rules, it requires notice and a 2/3 vote in the default rules (or a vote of a majority of the entire membership). You can find requirements for giving notice on p. 121; of course, the method of doing so at the previous meeting is inapplicable. You'll need to determine for yourself if notice can be given in time for the next meeting. You may have other provisions in your own rules, of course. Since bylaw amendments take effect immediately (unless you have rules to the contrary), there is no reason you can't make this amendment prior to the election. There is no need to change the order of business (if there were, you'd use the motion to suspend the rules, or you could adopt an agenda) since the election is most likely not unfinished business. Even if it is, you could simply move to postpone to a definite time, or, I suppose, to lay on the table the election and all intervening motions until the bylaw amendment is reached (assuming an agenda has been adopted with the election prior to the bylaw amendment, although you could also just not do that, or amend the agenda while pending, or amend it even after adoption by a 2/3 vote).

A fair question. I'm told that in some states, anyone who feels like it can rewrite the bylaws, make themselves officers for life, and redefine membership in such a case. But I'm told that by buffoons, liars, and crazy people, and by those they have convinced, so it's probably not correct.

Thank you.

That makes sense. I was going to send you a message explaining how to find them. I think what you need to do is click on a message, then click on "options" in the upper right corner. You can delete a conversation that way. If you don't, it is saved.

Wait, why? I understood the rest because they take place outside of meetings, but so does this.

Thanks. It still appears to me that you have no officers.

Read them? When you see the list, click on the subject of one you'd like to read. Edited to add: I tried to send you a message, but it says you cannot receive messages.

Are you sure this is copied correctly? Anyway, as far as I can see, you have no officers, since your bylaws contain no language regarding "until their successors are elected," and you (apparently) adjourned without setting an adjourned meeting. It is interesting that you never had a motion to adjourn, just to recess, but I think it's clear the meeting is over. In the future, set an adjourned meeting in such a circumstance. As to your budget, that is also interesting. Do you have any provisions allowing someone to expend unbudgeted funds? If not, you (who?) can always try to get ratification later, and argue in support of the motion that "you bums should have been at the darn meeting."

I do not know what is meant by "extraordinary majority." However, if there were 16 present, then, assuming this means a majority of those present (and assuming the city manager is included in that 16), a majority is 9, not 10, as Mr. Gerber mentioned above. That said, a person who is there, but not voting, is certainly present. That's the point of something requiring a majority of those present (or, I assume that's the point).

It sounds like what you're talking about is board procedures. Boards can adopt such rules for themselves. If the board wanted to make rules for the society, that power would have to be in the bylaws. Certainly, though, there's no need to clutter the bylaws with such standing rule as policies on writing checks.

Exactly. You have to think about why the point of order must be raised at a meeting: because that's where we can decide if, in fact, it conflicts or not. Otherwise, how do we know it conflicts? Just your word? But your decision is not final; that of the assembly is. So until that happens, nothing makes it void. There may well be an argument that it does not conflict with the bylaw. As General Robert reminded us, we are not laws unto ourselves - Where there is no law, but every man does what is right in his own eyes, there is the least of real liberty.

I see Mr. Brown speaks my language and can translate.

WHat do the bylaws say about term of office? Also, what happened at the meeting? Presumably, you came to order, noted the lack of quorum - then what? Did you adjourn, or did you first set the time to which to adjourn?

Yes, I started going grey very young.

Unless, of course, the bylaws give the Secretary the authority to declare something. A Secretary Pro Tem, though, would then not have such authority, creating a pickle if the Secretary is absent at the meeting.

Because my brain doesn't work well in the morning.

Given the bylaw language, it does require a disciplinary process to remove him from office. I would argue (personally) that the bylaws only say that the nominating committee is supposed to tell people things, and don't actually establish that missing meetings will result in resignation, either voluntarily or by a decision of the Board. But interpreting that bylaw is for your organization, not for me. (It also looks really hard to apply. What is 'repeated?' Is the board being given the power, or not? Why would a bylaw need to say that a person who misses repeated meetings can resign?)

Sorry I was unclear. I meant the language from the bylaws establishing the term of office.

What is the term of office in the bylaws?

1. People can give papers to each other outside of meetings, as far as RONR is concerned, without restriction. The chair should recognize whoever seeks recognition first. 2. It doesn't sound, from your description, like you had an agenda. Yes, I recognize there was a piece of paper called an agenda, but from what you've said, it doesn't seem to have contained any items of business, nor did you mention it being adopted as an agenda. Short of being adopted, it remains a piece of paper. Therefore, the meeting should follow the order of business in RONR, which it doesn't sound like was done, but that is not a continuing breach. 3. I'm not exactly sure what you mean to say here, but you've described this as a board meeting. It would be improper for non-members of the board to vote at a board meeting. 4. That depends - where did the original decision came from? If it came from the board, then the board is free to amend it - assuming that, since the board did it in the first place, the board has that authority, it also has the authority to change it. If it came from the general membership, then the board doesn't, unless you have special rules to that effect, have the power to change it. Where did this 'Agreement' come from? 5. I doubt I'm looking at the actual language, but from your description it seems to be a motion to amend, not a 'one-step' motion to rescind and amend. In fact, I have no idea what a 'one-step' motion to rescind and amend would look like, since by definition, a rescinded motion is no longer in effect and it makes no sense to amend it. 6. It seems strange to ask us what people at a meeting intended. I don't see where you're getting this quorum issue from - you've said it was a board meeting, and all board members were present. If the motion was originally adopted by the membership, the board action can be ignored and a point of order raised at the next board meeting, or membership meeting, at which point the issue can be fought out. If it was made at a board meeting, I don't see anything out of place, unless I'm missing something.

There is an interpretation of the statement that is entirely correct - i.e. nothing in RONR requires me to answer your questions.