Atul Kapur

I'm not sure how, practically, this difference would manifest itself. Would it not be the case that the inclusion or exclusion of either statement in the minutes would be a decision that the board makes by a majority vote?

And if you are in the unfortunate circumstance where you have a custom or Special Rule where your minutes do include what was said, then record both. The minutes are to be an accurate record of what happened at the meeting.

I knew that we had just discussed this topic. @Joshua Katz and I disagreed with you, @Richard Brown. But the answer to the question in this thread is simple: 2/3 vote means 2/3 of those present and voting.

The chair was correct. If there was any confusion, the chair could have requested that the motion as actually presented be put in writing. And any member had the right to have the motion read again (as presented), and could have made a note of the changes. This answer may be different if there was a requirement for previous notice of the motion to have been given, but that depends on the exact differences between the two motions.

This gives me a sense of deja vu. I interpret the bylaw quotation as saying that notice is not required if a proposed bylaws amendment is moved at an annual meeting. Notice of the proposed business is, of course, required at a special meeting but I don't think that the bylaw quotation requires notice of the proposed motion itself. I agree that the bylaw quotation is silent on the vote required to adopt, so the provisions in RONR about the vote required (2/3 vote [of those present and voting] or a majority of the membership) would apply.

You have very many mentions of a "committee" fo me to understand without you being more specific. What committee are you speaking of here? Is it one of these committees that you mention in your first post? It sounds like you are taking nominations for a new Executive Board (aka Board of Directors aka Executive Committee). I'm not at all clear which committee is vetting or scrutinizing nominees. Is it the Temporary Committee ( I have no idea where they got their authority from, but I won't question it)? Is it a Nominations Committee?

The group that is allowed to make nominations can certainly follow the process to make another nomination for this position which is now without a candidate. Originally, could any single member make a nomination? If that was the case, then you should do your best to quickly get word out that this position has no willing candidate at the moment. I would suggest that you try to follow the original nomination procedure as closely as possible. If the nomination was done by a nominating committee, then that same committee could meet again to complete the nominations. Alternatively, see my answer immediately above. Is it explicitly prohibited for an organization such as yours? In Canada and I, believe, the UK, it is not an option for elections to Parliament; that makes it less familiar but no less valid for private organizations.

Since you tell us that you are in the UK, I must ask whether you are using RONR as your parliamentary authority or whether you use a British authority such as Citrine?

As Mr. Martin has said, what you are doing is not what RONR says to do. RONR says that committee reports are only included in the minutes by exception. It goes on to say that if you do include the report you should include it in full. To me, that would include the close and the name of the person who submitted the report, but this is a matter up to your organization because it is your own specific rule..

What I was saying is that the point of order is a waste of time. The fact that the individual proposing the amendment is a member of the executive board is immaterial. Even if it is stated that this comes from the executive board, that's irrelevant.

The "secret" in ballot refers to fact that the person's vote is secret.

Because the Executive Board has no status at the assembly. Members of the Executive Board attend the assembly as individual members. Boards and committees make reports and recommendations to the assembly--and even those are done through a reporting member--but it requires an individual member to move the recommendation in the form of a motion. This also applies to the Board of Elders. The Board of Elders's report will be made by a reporting member and that reporting member is the person who moves the recommendation in the form of a motion.

No, because it is specific to your motion, its wording, and your situation; rather than a rule of order or principle that applies generally. So you're back to the excellent advice that was given earlier and which I've quoted in the next post.

If two "ordinary" members moved and seconded the amendment, would there have been any objection? In other words, is the resolution from Board 'A' amenable at all? If it is amendable, then, as long as the mover and seconder of the amendment are members of the assembly, there is no problem. The executive board has no authority, as the board, at the assembly of the membership. However, the members of the executive board still have their rights as members of the assembly, including the right to propose amendments.

I'm not sure where you are looking. §35 is titled "RESCIND; AMEND SOMETHING PREVIOUSLY ADOPTED". (it's the same section in the 11th edition) It sounds like you prefer the certainty of rescinding the motion. The motion to do that can be as simple as "That the motion to move funds to a charitable foundation, adopted on [date] be rescinded." You can describe the reasons when you debate the motion.

Richard, you misread my first comment. I was very deliberate in not stating that a majority vote would suffice. The amendments require a 2/3 vote precisely because the the bylaws And you put words in my mouth when you say my first post "was perhaps a bit ambiguous or poorly worded." You may think that way but I certainly don't. 😜 I said that I wasn't explicit, but I believed my meaning was clear.

I was not explicit in my original response, but I interpret the bylaws that the OP cited as not requiring notice. So I agree with mr. Katz and disagree on mr. Brown on this point. As I said above, however, I do not see that the bylaws cited mention anything about the vote threshold. That is why I used the language in RONR about the vote thresholds to adopt the bylaws amendment.

It doesn't appear that the facilitator's error created a continuing breach, so it is too late to raise a point of order now. You state If your bylaws are truly silent on the vote requirement, then the vote requirement defaults to that in RONR: As a motion to Amend Something Previously Adopted, it requires a 2/3 vote if previous notice has not been given or a majority of the entire membership. If your organization's intent was to allow bylaws amendments with a majority vote, along with no notice, then they should be amended to make this explicit.

Your bylaws obviously have many provisions that are not in accordance with RONR. There's nothing wrong with that, it's allowed and they supersede RONR, but it makes it difficult to give you a definitive answer here. It sounds like you accidentally allowed a ineligible candidate to appear on the ballot and your membership gave this person the most votes. Whether the board has the power to " review" and decide what happens now depends on your bylaws and any laws that may apply. I wouldn't be surprised if it does. Without knowing all the details, I lean to the opinion that this person was ineligible, even though their name appeared on the ballot, and remain ineligible, no matter how many votes they got. However, what you need is a formal parliamentary opinion after someone has been able to review your governing documents in their entirety. The American Institute of Parliamentarians or the National Association of Parliamentarians can both provide names.

On what grounds are you making this request? Remember that this is not an absentee or mail-in election ballot. This is a proxy form with instructions to the proxyholder on how to cast the proxy vote on motions 1, 2, and 4 and how to cast the proxy vote for the election of directors. I wouldn't go as far as Mr. Novosielski when he says because RONR (12th ed.) 41:10 does consider it and is clear that a motion to approve minutes is not necessary but it is not out of order.

Neither the VP's statement nor the president's note should go in the minutes. "In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members." RONR (12th ed.) 48:2 (emphasis in original) "the VP read a statement she wanted in the minutes" This is improper. She doesn't get to make that decision. The board could adopt a motion to include it in the minutes (inadvisable) but no one person can demand that a statement be included.

Does the membership of the committee meet the requirements of your bylaws? I'm going to assume the answer is "Yes" as you haven't indicated otherwise. If so, then the solution is to amend your bylaws

The attached is not an election ballot. It is a proxy form, instructing the proxyholder how to vote on all questions anticipated to come before the meeting. The OP asks, "Why is the membership being asked to vote on minutes from a Special Meeting?" The membership approves minutes of membership meetings, whether regular or special. This is a proxy form for a meeting of the members.

This information could be provided to the membership through an officer's report or the board report. Inform them that the condition ("confirmation that the funds could be transferred back in the future") could not be met. I don't think that you need to take any formal action to rescind this motion. You could. Someone could also propose a motion to Amend Something Previously Adopted to change the condition or suggest a different use of the money.