Atul Kapur

RONR refers to this method of elections as "the older British procedure" and says that it is not proper. (RONR 11th ed., p.430, lines 9-13. If your rules allow for this method of elections, you could have moved to amend the main motion by striking out the original name and inserting your preferred candidate. And you had the choice of voting against the motion. If enough people did that, then the motion would have been defeated and you would have been free to move your motion.

Quorum is defined as, "The minimum number of members who must be present at the meetings of a deliberative assembly for business to be validly transacted," so, generally, as long as you have a quorum present then you can conduct business. It sounds like your quorum is < 20, so I'm not clear what you mean by "Bylaws require a minimum of 20 board members." You may need to share the exact quote from your bylaws. If you have vacancies, then it's best to follow your rules to fill them as soon as practical.

Are you describing the motion Suspend the Rules or do you mean something different?

Although I believe there is a consensus on this forum that someone / the president cannot unilaterally decide what will or will not be on the agenda for a particular meeting, unless the bylaws or other rules give that person that authority.

Yes, then you gave the answer if 20 delegates registered, and Mr. Martin appeared to assume that in his answer. I wanted to specify the alternative answer, if in fact only 19 registered.

I am interpreting this differently then the others who have answered so far. It seems to me that, while the credentials committee has issued credentials to 20 people (ahead of time, it would appear, as per item 3 on RONR 11th ed., p. 611, line 29 - p. 612, line 3), only 19 have registered in attendance at the meeting itself. In that case, quorum would be based on the 19 who registered in attendance. If the rules in RONR apply, that's a majority of 19, which is 10.

You may want to review "Remedies for Abuse of Authority by the Chair in a Meeting" on pages 650-653. A motion to censure requires a majority vote. If you have the support of the rest of the board, you can Suspend the Rules to take away the president's authority to preside at the meeting; that requires a 2/3 vote and only applies for that meeting. You could also advise her that she needs training in how to preside properly at a meeting.

That's a dangerous path to go down. If that's the principle, what would stop an organization from, for example, retroactively raising the dues, or retroactively changing the code of conduct in the bylaws to say that a certain behaviour/action is subject to disciplinary action when, at the time the behaviour/action occurred, it was not, or retroactively changing the code of conduct in the bylaws to say that a certain behaviour/action is NOT subject to disciplinary action when, at the time the behaviour/action occurred, it was?

Yes, they can, but I think that it is easier to make bullet points clear and unambiguous than long lists in paragraph form. For example I think that in the Oakhurst Dairy / Oxford comma case that the use of bullet points or a numbered list would have avoided a costly lawsuit.

The default in RONR is that a "majority vote" is a majority of those present and voting. It's the same for a 2/3 vote: two-thirds of those present and voting. ( the term "2/3 majority vote" is incorrect). If you are going to use a different denominator, then your rules should specify that. For example "a vote of the majority of the entire membership" or "a vote of 2/3 of those present." Avoid using language such as "a majority vote of those present" because it is unclear what is meant. In most cases, it is simplest and clearest to just say a majority vote or a two-thirds vote and rely on the standard definition in RONR.

Yes, and I was trying to put myself in that same ruthless mindset.

But that would be after the mover, using the right to preference in recognition, had the chance to discuss it. I was trying to find the most ruthless option to prevent any discussion.

I prefer Mr. Elsman's approach that it come under the Board report, rather than the President's. In which case, "For the report of a board whose chairman is also the presiding officer of the assembly, the secretary or another one of its members acts as reporting member." (RONR 11th ed., p. 506, lines 9-11) I would then consider the motion to amend the bylaws as a recommendation and "the reporting board ... member usually makes the necessary motion to implement the recommendations at the conclusion of his presentation, provided he is a member of the assembly" (p. 507, lines 9-12)

I'm not so certain that calling a special meeting guarantees that the subject has to be discussed. If someone moves the motion that was denied, it could still be subject to Objection to Consideration or a Point of Order that the motion is not in order (RONR 11th ed., pages 110-113). Makes for a very short special meeting, but still possible.

My comments above are true regarding the meeting itself. If you feel an injustice has been done, then you may consider involving the justice system. This may be expensive, likely will only result in corrective action if the injustice is egregious, almost certainly will take time and be time-consuming, and will require you to consult an attorney. I don't know your church so don't know if there is a higher authority that will hear your complaint about this particular issue. Well, to be precise, one that will hear your complaint and take concrete action to correct the issue.

Probably not, but I'm not certain why you are trying to complicate things. Mr. Martin and I have both clearly stated that the election of a candidate who was ineligible at the time of the election is an argument to challenge the election. All the hypotheticals and questions about the proxies don't help your situation and make it more likely that your central argument will be confused.

It depends on the rules your organization has on whether special meetings can be called and, if so, who has the authority to call or cause one to be called. The process is clear -- the result depends on which side has the majority support. Someone should have raised a Point of Order about the chair refusing to state a proper motion. If the chair ruled the point "not well taken" then two people would need to make and second an Appeal from the chair's decision. It takes a majority vote to overturn the chair's ruling. As the motion to adjourn was adopted, it appears that a majority sided with the chair (or were just tired and wanted to go home). The takeaway is that there are no "RONR Police" and the majority decides what is the accepted course of action.

To supplement Mr. Huynh's correct answer, it is too late to correct the chair's error of declaring the motion adopted. A point of order regarding the chair's incorrect declaration would need to be made in a timely manner, that is, immediately after the declaration was made. So, since you can't do that, you are left with Mr. Huynh's suggestions.

You definitely could make this argument in a Point of Order, basing your argument on "If an individual does not meet the qualifications for the post established in the bylaws, his or her election is tantamount to adoption of a main motion that conflicts with the bylaws." (RONR, 11th ed., pg. 445, lines 19-22) The presiding officer would rule on the point of order. If they rule against you (aka your point "is not well taken"), then you can Appeal the decision to the meeting (see pages 255-260 of RONR 11th ed.). It takes a majority vote to overturn the chair's ruling. The takeaway from this is that the judge of whether the election was valid or not is the chair, subject to being overruled by the assembly.

I am not certain that members of your endowment board are considered officers. So you may want to clarify whether the provision you've quoted applies to them. BTW, I do not think that the installation effectively adds anything. See RONR 11th ed., p. 444, lines 30-32. I think a motion to specify that you're electing two for a 2-year term and two for a 1-year term is a good idea. I don't have a particular citation to RONR for you because you've wandered off the RONR trail and it is a guide to staying on the proper path, not getting back on to it after you've wandered away.

Then my advice is also correct. 😃 In fact, re-reading your OP suggests that the terms of those people first appointed ended in 2019 ("shall be elected from the congregation for two-year terms") and you only have the Treasurer on this particular board. This is another argument for electing four board members this year, as per my second option. And there is also an argument for amending the bylaws to add the words "[and/or] until their successors are elected." See RONR 11th ed., p. 573, line 33 - p. 574, line 3 for an explanation of why your current language is undesirable and p. 574, lines 8 - 22 for advice on deciding between "and" and "or".

Because, as in Mr. Gerber's example of NYC hospital-adjacent parking, a picture can save a thousand words, at least.

It's not clear, but it sounds like you did no elections in 2017, 18, or 19 and that the incumbents were appointed in the spring of 2017. If that is correct, I see two options. Option One: Elect two positions this year and two next year, all for two-year terms. The second, and preferred, option is to elect all four positions this year. Two will be for two-year terms and two will be for one-year terms. If you elect all four on the same ballot, then the two highest vote-getters (assuming a majority) will be elected to the two-year terms. Alternatively you could conduct two separate elections, one for the two elected to two-year term positions and another for the one-year term positions. I say that the latter option is preferable because it more quickly resolves the breach of your bylaws, that the incumbents were elected to two-year terms but have served three years.

Are you asking, in other words, whether a provision in RONR would be sufficient to supersede the statute when the statute includes language to the effect that "unless the bylaws provide otherwise"? I think the answer to the reworded question is No, whether or not the p. 580 footnote wording is in the bylaws.

The body that is meeting can invite whoever they wish to attend part of or all of the closed aka executive session. See page 95