Atul Kapur

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.

I I think it is clear that cumulative voting is a continuing breach since it violates the fundamental principle of parliamentary law of one person, one vote. After that has been determined, I believe the standard is whether the breach could have affected the result of the election. In this case, it sounds like it definitely could have done so.

Except that "the Good of the Order often involves no business or motions" (RONR 11th ed., p. 362, lines 14-15) I draw the distinction because "any other business" clearly indicates that business can be conducted.

Are you specifying that the purpose of the special meeting is to decide issues arising from the election?

To steal a common response on this forum: "They're your words -- you tell us." 😉

Whether a particular situation qualifies as an emergency is a question that the members will answer by their vote on whether to suspend or not. If a member doesn't think this is an emergency, then that member should vote no, denying the unanimous vote required. Mr. Martin has described the rule in RONR that you suspend the rules for a particular purpose (eg: to nominate and elect a person who would otherwise not be qualified for a particular office). Once that purpose is met, the suspension is ended. The Section 2 that you quoted appears to have that intent, but it is not as well worded as RONR and I suggest you replace it. For example, the section of the bylaws regarding qualification for office is effectively suspended for as long as that person is in the office. The current wording could be interpreted as expiring once the person is elected (the immediate action) but ignoring the time they are in the office. Please note that I am not signalling that I think this is a good idea, overall. I share the misgivings that others have written above. I'm just limiting myself to comments on the specific wording you have given.

The ellipsis was used to remove a nonrestrictive phrase and clarify that one can reserve, or devote, an entire meeting to a subject.

All of them. I would (hesitantly) say that it could adopt such a motion because that would be the same as making the Report of the Special Committee the special order for the meeting and I do not see how it's effectively different. And making an item the special order can dispense with the order of business. "A matter can be made the special order for a meeting if it is desired to reserve an entire meeting . . . for the consideration of a single subject." p. 187, ll. 33-35 I await hearing why the assembly can achieve the same goal one way but not the other.

Yes

While Mr. Gerber needs absolutely no assistance in this argument, I can't help but notice that Mr. Elsman is using arguments about the privilege and rank of the motion to adjourn versus the main motion to adjourn at a future time; but the discussion is about the priority of the order to adjourn at a set time. These are two separate things in my mind and Mr. Gerber has already explained, "the adjournment is treated like an order of the day for that time, but having higher priority even than a special order."

Doesn't p. 372, ll. 19-22 say that an agenda that conflicts with the existing order of business (by, say, omitting New Business) can be adopted by a two-thirds vote?

Guest Bruce, this forum prefers you post your question as a new topic, rather than adding to previous one, even if related. BTW, No. More detailed answer if you post as a new topic.

Mr. Martin is correct; that was the rule I was thinking of when I said what I said. With two meetings a month, it seems clear to me that each regular meeting is a separate session. I was going to put that quote in my original answer, but decided it wold make the answer too long and complicate so I would only mention it if this point was raised. I should have known that it would be. 😄

This throws an unfortunate wrench into the machine. An adjourned meeting is not a separate meeting. It is a continuation of the immediately preceding meeting / session. Read pages 93-94 (particularly p. 94, lines 5-10) to see if an adjourned meeting would satisfy your three readings policy. Is there time to change the policy?

Except that this person is not being elected to their own term as vice president. They are only being elected to fill the remainder of the current term. For example, let's say the president is elected in even years and the vice president in odd years, both for two-year terms. The vice president who was elected in 2019 runs for and is elected president in 2020. You then have a vacancy in the 2019 - 2021 vice presidential term and you would elect someone to fill that vacancy for the one year remaining. If the vice president elected in 2020 was given a two-year term, then you would have both of those positions with coincidental terms, defeating the intent of your bylaws.

These may be grounds for disciplinary measures. You can raise a motion about this at the next general meeting. No. The requirements to amend your bylaws should be specified in your bylaws. They apply whether or not the proposed amendment takes away rights from the members. Bylaws may even be amended to violate a fundamental principle of parliamentary law, as long as the procedure for their amendment is followed. You mention "majority rule." Most bylaws require notice and a 2/3 vote for their amendment, not a majority vote. Check your bylaws to see exactly what the requirement is. First, carefully read your current bylaws and understand the rules. Second, do what you can to ensure that enough members who disagree with these proposed amendments come to the meeting and vote against them. Nothing prevents you from informing members when the notice comes out and encouraging them to inform themselves and attend the meeting and vote against the proposed amendments.

I was going to suggest that the board could meet informally in the summer and then, at the first meeting in September ratify any actions taken. However, I prefer Mr. Martin's suggestion of adjourned meetings. I question whether the bylaw amendment would allow the board to cancel regular meetings. I agree that it allows additional meetings and that they could move a meeting date.

Rescind, not reconsider. It is too late to reconsider the vote. If you anticipate a controversial motion, you may want to consider consulting a professional parliamentarian and, likely, having them at the meeting to advise the chair.