Atul Kapur

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

Mr. Elsman seems to have stumbled while trying to correct @Weldon Merritt, whose post is correct, by the way. If the affirmative vote is at least double the negative vote, then it is a 2/3 vote. As an equation: Y >= 2 x N In the OP's example, 22 Y and 12 N for a total of 34 votes. 22 is not at least 2x12 so it is not 2/3. If the vote is 23 Y and 11 N, on the other hand, then 2/3 is obtained because 23 > 2 x 11. And, to avoid another stumbling block, the threshold is at least 2/3, So if there were 36 votes and the breakdown was 24Y and 12N, then the 2/3 threshold is achieved, because 24 = 2 x 12. Sometimes people think it needs to be more than 2/3, confusing it with the definition of majority vote which is more than half.

Assuming that an electronic vote is allowed by your bylaws, previous notice clearly was not given. In that case, a motion to Amend Something Previously Adopted requires either a two-thirds vote (that is, 2/3 of those who have cast a vote) or a majority of the entire membership. In your example, 14 of the 20 votes cast would meet the 2/3 vote threshold. A majority of the entire membership would be 26 votes in favour, which is obviously impossible with only 20 votes cast. This option usually only becomes relevant in smaller groups such as boards.

Please confirm that the board -- where you are planning on moving your amendment -- is the body that adopted the original motion. If that is the case and the motion has not been acted upon by the time of your next meeting, then I concur with Mr. Katz.

The election has to happen at a meeting, unless your bylaws say otherwise. See this thread about options for your meeting that was cancelled. And you can search for other threads as well about options for your meeting and what happens to the elected positions. At the meeting, if there are no other nominees then the chair can declare the candidates elected by acclamation IF the bylaws do not require a ballot vote. (RONR 11th ed., p.443, lines 7-12). "If the bylaws require the election of officers to be by ballot and there is only one nominee for an office, the ballot must nevertheless be taken for that office unless the bylaws provide for an exception in such a case." (p. 441, lines 25-28)

I agree that interpretation of your bylaws is up to your organization. FWIW, my interpretation (reading it in a way that makes everything make sense when read together, as per Principle of Interpretation 2 in RONR 11th ed., p. 589) I read it to say that you have four different pathways to terminate a membership. Two different bodies could do it: A) two-thirds (2/3) majority vote of the full Board of Directors OR B ) a two-thirds (2/3) majority vote of votes cast by the Active and Life members in attendance at a special or annual meeting of the association for which a quorum is present and either of them can do it on one of two grounds: i) for cause by disciplinary proceedings OR ii) for violation of the Code of Ethics of the association So the four pathways are A/i, A/ii, B/i, and B/ii. I further read the bylaws to define "for cause" in pathways A/i or B/i as "Any behavior that injures the good name of the association, disturbs its well-being, or hampers its work is subject to disciplinary action." [taken from 5.1.3] I don't see that you need to go through the discipline committee if you are invoking ground (ii), the violation of the Code of Ethics. In that situation, I agree with Mr. Martin in his first response, that the decision on whether the code has been violated would be the opinion and judgement of the body making the decision, whether (A) or (B). BTW, I presume you actually have a Code of Ethics and that the items listed in the 5.1.3 don't appear in that code. Otherwise (i) and (ii) are redundant. Your Discipline Committee appears to have the functions of both the investigation committee and the trial committee that are described in RONR 11th ed., pages 656-669. Your bylaw 5.1.3, in fact, appears to be a slightly reworded quote from p. 669, lines 10-36, which describes a "Committee on Discipline" that can have both functions. To summarize by answering your original questions: Yes. This is pathway A/ii B/ii The members of the board make that decision for themselves. A/ii or B/ii do not require the involvement of the discipline committee

Thank you, Weldon (speaking for all of Canada 😉)! Looking forward to visiting each other in person again. And an early Happy Independence Day! Y'all stay safe, please.

And then what? Is this a lifetime limit? Are they able to run again for a position one year later? Do they have to wait 2 years? Note that I'm not asking these questions to be mean or to poke fun. They are things that you should consider before you adopt these finally. Does this mean the others are unprincipled? Or did you mean to say that the president is the principal executive officer? Based on the excerpt here, I would not consider any of the people filling these positions as being officers or directors.

In the hope that this may help: The underlying assumption in RONR is that a member of a body has all the rights of membership in that body, no matter how they became a member of that body. So, for example, an ex-officio member of the board has all the same rights as any other member of the board, including the right to vote.