Atul Kapur

They are very different. The only things they share in common is that they are subordinate to the assembly and are generally smaller in size than the assembly. RONR (12th ed.) 1:24 explains this, and starts "The distinction between a board and a committee must be briefly noted here for an understanding of what follows." "Unlike a board, a committee is not itself considered to be a form of assembly." RONR (12th ed.) 50:1 There is often confusion because, in the real world, many boards are named "committees" and, less often, committees are named "boards".

It depends on the rules regarding notice that are in your bylaws whether you could even vote on them at the meeting. We haven't been given the details necessary to answer these questions (whether you can vote on them at this meeting and whether, if you don't vote on them at this meeting, they may still be voted on at a later meeting.

Okay, then stop calling them requirements. Job ads often differentiate requirements and "assets" or "ideal characteristics." And recognize that if they're not written, then there is a significant risk that they will be forgotten or mis-remembered.

As long as they follow the rules for amending the bylaws, which usually require notice, they can. In an earlier post above, I mentioned that that would be the effect of what they are doing. However, we are now considering whether the change was valid at all. Rescind means that you accept that the original change you want to rescind was valid.

The Executive Committee is considered a "board within a board" under RONR (12th ed.) 49:13 So its decisions are subject to review by the larger board, which sounds like your Council. The rest of my comments assume that the situation contemplated in RONR applies. The Council can give the Executive Committee instructions and can rescind or amend any action of the Executive Committee if it's not too late. Ibid 49:7 The other exception would be matters where the bylaws give the Executive Committee exclusive authority; this would be exceedingly rare in my experience. The Council can require the Executive Committee minutes to be read to the entire Council by a 2/3 vote (2/3 of those present and voting) or a vote of the majority of the entire membership of the Council (you conduct one vote. If either threshold is met, then the motion is adopted). If notice has been given,, then this only requires a majority vote. Ibid 49:19

I cannot think of a clearer pathway to never-ending revisiting of the same issue than by allowing recalling of an adjourned convention.

Votes cast for ineligible candidates are considered "illegal votes." They are counted as votes cast but are not credited to any candidate. RONR (12th ed.) 45:32 Remember, under RONR, a candidate must win a majority of the total votes cast, including legal and illegal votes but ignoring blanks and abstentions (or ballots that otherwise indicate no preference). Ibid. 45:31 Knowing the above, did an eligible candidate get a majority of the votes cast (total of legal and illegal)? If so, then you have a winner. If not, then you need to do another round of voting. It would be useful to tell the voting body that two of the nominees have been determined to be ineligible.

If you have to infer the intent of the assembly, and after the fact at that, then I can't see how you can successfully argue that the intent is evident. For two main reasons, I accept the circumstances. First, the events during the meeting may have altered the assembly's feelings about the motion. While they originally adopted the motion with the intent to take it from the table at a later time in the meeting, something happened that has changed their mind since. It would be a huge and erroneous assumption by the chair to infer that the intent was improper at the time the motion was laid on the table. Second, even if the intent was improper, your proposed action as chair is futile. Assume that you rule that the previous tabling was not in order. As a majority just defeated the attempt to take the motion from the table, it's reasonable to assume that the same majority will overturn your ruling on appeal. But let's take it further and assume that you, as chair, refuse to entertain the appeal (which I would not advise). As soon as the motion is again before the assembly, the same majority can immediately adjourn the meeting. Any of these ways defeats your intent as chair.

You do not need to give advance notice for a point of order. I would try to raise it at the earliest possible time during the meeting. Initially, your point of order needs to be ruled on by the chair. Assuming that the chair rules against you, then you need to appeal from the decision and have someone second the appeal. There is limited debate on an appeal and then the body gets to vote on whether to sustain or overrule the chair's decision. While you may not want to give advance notice of this, that does not mean you should not be discussing it with said least some of your fellow council members so that they will be able to second your appeal and so that they will understand the process and be able to participate fully instead of being confused or bullied into supporting the chair. Again, I will suggest that you bringing a professional parliamentarian to do some training for you in how the rules of order are supposed to be properly used. This does not need to be an official decision of the group; those of you who are interested in the training can get it informally. One of the things that you could also get trained in is how to use the provisions of RONR that apply when the chair is acting improperly, such as not considering a valid point of order.

As a practical matter, J.J., how would you go about determining the intent of the assembly? The chair can ask the mover what the intent of the motion is, but members cannot explain their votes.

First, to answer the unasked question, your constitution outranks your bylaws so if the provision for a special meeting is in the constitution, that meets the requirement that it be in your bylaws. (I am also a little concerned about your online research because the version of RONR that is available online is the 4th edition, the latest one that is in the public domain, rather than the current 12th edition.) It certainly sounds like the special meeting was improperly called, both because it wasn't called by the executive committee and because public notice wasn't given. However, that it's not a determination I can make but needs to be made by the organization, by the raising of a point of order and, if necessary, an appeal from the presiding officer's ruling on that point. The remaining question now is whether it is too late to make that point of order. The point of order would have had to have been made at the special meeting, unless there is a continuing breach of the rules, either in the holding of the special meeting or in the way that the bylaws were amended at that meeting or both. I don't have time to consider that question at this moment but, if no one else opines, I will return to it when I get a chance. I will note that this situation is complex enough that you would probably benefit from having a professional parliamentarian give you a formal opinion. This would allow them to fully review the events and your governance documents.

I don't see why it needs to take this long. The simplest solution would be to propose changing the bylaws back to the original language. This is, effectively, the same as rescinding the change you just made, but using proper procedure. After the proposal has been posted for the required amount of time, call for a special meeting to consider and vote on that proposed change. If your first change (the one you now wish didn't happen) only took a couple of weeks, then there's no reason why this one should take longer. If majority of the council has misgivings about the change they just adopted, then you should definitely have enough people to require a special meeting to be held.

Usually, I see the term "simple majority" used to differentiate it from "two-thirds majority". So I do not presume that it adds clarity to the meaning. Rather, the opposite: it indicates a complete unfamiliarity with the standard terminology.

The wording is ambiguous, so it is up to the organization to interpret the language and determine whether the meaning is a "majority vote" (of those council members present and voting) or a "vote of the majority of the Council members", which are the two standard wordings for the two alternatives. If the bylaws have been changed, then that decision cannot be rescinded/revoked. To go back to the old words, or to make any other changes, you need to follow the rules on how to amend your bylaws.

Your bylaws are ambiguous enough that your organization will have to decide whether the alphabetical-by-first-name order meets the rule. That is done by raising a point of order that the ballots violate the bylaws at the first opportunity / meeting. If you disagree with the ruling on the point of order, then you may appeal from the decision of the chair. The precedent you cite about re-doing the election is persuasive "that is, [it carries] weight in the absence of overriding reasons for following a different course—but [it is] not binding on the chair or the assembly." RONR (12th ed.) 23:16

Any motion that is in conflict with the bylaws is null and void. Same with any "tradition "(RONR uses the term "custom"). In other words, you cannot use motions to circumvent what is stated in your bylaws.

First, the right is meaningless without a way to enforce that right. So the important point here is the reasonableness of the methods used to do so. Is it reasonable for the society to require proof of identification or proof of membership? I'd say, in many cases, yes. Sometimes, it's reasonable to assume that the person is both who they say they are and are a member unless someone challenges or questions it. So the same standard should be applied to the requirement to register 48 hours in advance. Is it reasonable? For many electronic meetings, that time is required to verify that registrants are members, to prepare the list of people entitled to vote at the meeting, etc. If a member feels the requirements are unreasonable, then I think a point of order can be raised at the meeting.

I think we may be getting too complicated here. I don't know that special rules of order or bylaws amendments are required. RONR (12th ed.) 61:6 says that "A society has the right to determine who may be present at its meetings and to control its hall while meetings are in progress" All that I see in the OP's questions are about the practicalities of how the society enforces this right. Whoever has the authority to make the necessary preparations for the meeting, for example, rent the hall where it will be held (or the virtual hall), would almost certainly have the right to confirm that members are attending and non-members are not. Likely this will be the board or staff.

That is not where the disagreement lies. "A majority of the members present," is very clear. However, ""A majority vote of the members present," would not be, because the term "majority vote" is clearly and specifically defined, and that definition is not "of the members present." And that's the proper analogy to the question being discussed in this thread, because the language under question is "2/3 vote of" rather than "a vote of 2/3 of" To be specific: Most motions require > 50% to pass (Not "51%." Also Not "50% + 1") Some motions require 66.666666...% (effectively the nearest whole number which is at least 2/3) (unless there is fractional voting)

The Guest's chosen name also suggests to me that the OP is Canadian. However, Mr. Elsman, wouldn't your advice also apply in the United States?

So broad, in fact, that 56:68(3) would seem to apply. Under that principle, the "all matters" is the general statement and the provisions on amending the bylaws are the specific statement that is of more authority.

Ask them to show you the rule that says that. If someone tries to turn the tables on you, quote Section 21:15: "When it appears that there is no further business in a meeting of an ordinary local society that normally goes through a complete order of business (41) at each regular meeting (9), the chair, instead of waiting or calling for a motion to adjourn, can ask, 'Is there any further business?' If there is no response, the chair can then say, 'Since there is no further business, the meeting is adjourned.' "

I've always read that as the people who've actually registered in person, as opposed to the number to whom credentials have been issued or who have pre-registered. In an electronic meeting, I would say that those who have registered in advance would be the equivalent of those to whom credentials have been issued for an in-person convention. For an electronically held convention, those who are actually participating when the convention is called to order are what I would say is the equivalent of

Richard, we went over all this just over a month ago. It was (arguably) relevant to that discussion but I'm not inclined to re-hash it here and hijack this thread. A quick search will lead you to many grammar forums where you can argue this point. For here, let's just agree to disagree and "live and let live."

J.J. I said way earlier in this thread that I thought this was the appropriate interpretation, and based it on the principles of interpretation. But I've seen too many examples where people insert this language after the words "majority vote" (in this case, 3/4 vote) in the mistaken belief that they need to specify the denominator, when all they are doing is confusing the matter. In my experience, the intent in the vast majority of the cases is not in alignment with what is written down, usually due to ignorance that the default denominator is exactly what they intended. There is clearly an ambiguity here.