Joshua Katz

It sounds to me like this board/membership exchange is not a meeting at all.

Thinking on this some more, it occurs to me that this is only presenting an issue because you're discussing it at board meetings. But your own position (which I happen to agree with) is that the board has no authority in this matter. So why do that? You've informed the board of it. No action need be taken by the board. So the next step is to place it on the notice and proposed agenda for the next membership meeting. If the other board members wish to fight it at the membership meeting, they can seek to amend it off the proposed agenda. Or they can raise a point of order. You can then make your ruling, and on appeal, make your case to the membership that amending the bylaws is their right, and the board has no right to strip them of it absent bylaw authorization. Why let the board keep delaying things?

It's worth noting that, if not supported by your bylaws, these are serious denials of rights, not some small matter to be ignored for a while. I, like others, fail to understand why people are dropping off of calls in protest against others having and exercising rights, and the meetings are being rescheduled instead of continued. (By the way, do your bylaws allow for meetings other than in person?) That would be my personal interpretation of the language provided, too. This looks like one of those occasions where someone tries to duplicate what is in RONR for some reason, instead of just relying on it, and gets it wrong. Nonetheless, that's what it says. And because it says that, resignations can have odd effects on quorum. No, you may not deny the membership their right to amend the bylaws based on this desire.

What is the "it" here? RONR does not prohibit germane primary amendments that happen to defeat the point of the main motion. To strike out "commend" and replace it with "censure" is a valid amendment, for instance.

The board could, in its discretion, involve the IPP without necessarily putting it in the bylaws. He could, when desired, be consulted, and invited to meetings as a special advisor without a vote. Just one idea.

In general, courts are reluctant to cast themselves as RONR police.

If the bylaws say nothing, it is up to the meeting body to decide whether to allow guests to attend.

Do your bylaws say anything about quorum? If not, quorum is a majority of the actual-existing members, so 2 in this case, so the 3 can conduct business. The organization should fill the vacancies as soon as possible though. Edited to add: That assumes, of course, that the resignations were accepted.

Is there any prohibition in this organization, from within or without, on conducting business in executive session?

Is it? I think the langage here is unintelligible so I have no idea what the current quorum is.

And limitations on what may be discussed in closed sessions as well. Which is a fair question - if the board vots to go into executive session improperly, or conducts improper business or discussion in executive session, it violates the law, but is it still confidential? The answer will likely vary by state because it is a legal issue, not a parliamentary one. As to calling a vote a survey, RONR prohibits straw polls, and if you're taking action based on a "survey" it was clearly a vote.

Well, she and 2/3 of those voting on the question.

I guess none if you don't adopt something.

The RONR answer is no, but in most organizations the answer is yes, and the organization's rules prevail.

Right, but it says to conduct a voice vote, then you turn to RONR to see how to conduct a voice vote. And RONR says that, in this instance, a voice vote is conducted by declaring the candidate elected.

Well, that's interesting. I still don't think you get out of allowing nominations by screwing up in March, but it says what it says. My thought is that nominations can still be reopened by motion, though. I don't think that's what we're saying. I don't see how what you said is different from Mr. Honemann's summary.

Of what? The Chair is wrong. I'm going to choose not to get into this. Well this is not great language, and so your organization will have to wrestle with what the EC may do. In the long run, the language should be amended. Do your bylaws allow email voting? If so, what do they say about procedure? I'm in no position to sort out the facts or determine if there was deceit, and in any case that's not a parliamentary question.

It's only relevant when the parliamentarian is a member. When not a member, of course he may not vote or enter into debate. The chair's voting or debating does not enter into it, and the parliamentarian, unlike the chair, is expected to be impartial in small boards and committees as well.

I disagree that it is moot. You could have chosen, it sounds like, not to go to the membership. But you didn't, and the membership spoke, a voice the board may not overrule. Unless, of course, your bylaws give the board exclusive authority over such expenditures. I said that because we often get questions that say things like "our board is running our election in a way we don't like," and I wanted to emphasize that the board does not do anything at membership meetings. A few things. First, no one can force the president to take advice from, or not take advice from, anyone. So if the president wants to ask you a question, it doesn't matter that your organization has a parliamentarian, for this purpose. Second, just to be clear, parliamentarians have no real power. The parliamentarian is simply an advisor to the chair, and the chair may or may not take the advice offered.

Reconsider is inappropriate, for a variety of reasons. The way to ask the membership to place an ad tha it voted down is just to make the motion again. But it sounds like you've already placed the ad, in which case the board should ask the membership to ratify and hope they do, otherwise the board will be paying the price of the ad. It is no answer to say, well, we (the board) screwed up, so now you (the members) can't nominate anyone, and have to accept the nominees provided by the nomination committee. Instead, you should allow nominations at the elections meeting, at least. And by you, really, I mean the president, who will be presiding,not the board, since boards don't run membership meetings.

Given this information, i tend to agree with Mr. Honemann (always a safe bet anyway).

I'd like the know more about the proposed substitute. Was it proposing an amendment (or several) to the county bylaws, or was it a motion to "amend the county bylaws"?

With some hesitation, I'll take a stab. Note: I've argued similar points before in organizations I was a member of, and did not convince a majority, so take it with a grain of salt. RONR states that the chair's decision stands unless and until overturned on appeal. The chair's decision has not been overturned on appeal. Therefore, it stands, and so they may not vote.

If I may pick a likely inconsequential nit: special meetings may not consider any business not in the call of the meeting. That is different from requiring an agenda and prohibiting it from being amended.

While you're working on that, let's be clear that they may purport to have changed your bylaws, but they have not actually done so if they did not follow the rules for doing so. Raise a point of order when appropriate at a meeting, and have people prepared to appeal and to second that appeal.