Atul Kapur

I assume you mean they think you're not allowed to know anything about the meeting. They are incorrect. As a member, you have the right to examine the minutes and other records, including the minutes of an executive session (RONR 11th ed., p. 460, lines 6-20, particularly lines 13-16).

I believe that Mr. Martin was looking for the section of the bylaws that define the terms of your officers. Usually it's in the Article on Officers and has wording such as "Officers shall serve a term of 12 months / one year and/or until their successors are elected..." If your bylaws are searchable, search for the word successors

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If the last time the Executive Director gave out those documents was before the 2016 motion / resolution was adopted, then I don't think any of them will notice that the dates are different. If the documents were given after the 2016 date change, then Yes, he has to go back and give the updated dates. Not sure why that's a tough one.

Look at Chapter XX of RONR, which deals with disciplinary action. I'm also having difficulty following the link to the FAQ.

If the board isn't following the rules in RONR, I doubt if they're knowledgeable enough to follow Shakespeare's Rules, either.

Under RONR: As a member of the board, you have a right to attend all meetings of the board -- and that's the entire meeting. (p. 3, lines 1-9) Also under RONR: Even though you should not vote on a question in which you have a direct personal or pecuniary interest not common to other members, you cannot be compelled to refrain from voting. (p. 407, lines 21-31). There's nothing in the book about an indirect personal interest. There may be laws applicable to your organization that say differently.

Depends on what your bylaws say, and any laws that apply. See the "pseudo-FAQ" at the top of the topics page.

If there is ambiguity, then your association will need to interpret the bylaws, by a majority vote. No one else can do it for you. For what it's worth (not much as I'm not a member of your association), the placement of the comma suggests that it applies to both methods of removal, even though this may be awkward. Also, the rest of the details suggest that there must be an opportunity for the affected director to be heard before the board makes a decision. Review pages 588-591, which give Principles of Interpretation of Bylaws. Principle 1 says: "Each society decides for itself the meaning of its bylaws." Principle 2 says: "When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning." There are others, but these two seem to be the most relevant to you. They are further explained in the pages above.

I assume some group had a vote (or unanimous consent) to cancel the fundraiser. That would be the precedent that you should consider following for the decision regarding any refunds. Whether you have the authority to do that in your bylaws depends on the exact language of your bylaws.

Depends on exactly what your bylaws say about the term. Do they have the word "successors" anywhere?

As Mr. J. says, this is a question of bylaws interpretation, which is something to be done by the Senate itself. I agree with his opinion that this qualifies as "unusual circumstances." My interpretation of your bylaws is that the officers' committee can initiate both the motion and the electronic ballot. I also like Mr. J.'s idea of informal discussion over a conference call or electronic means.

The procedure for ballot elections starts on page 439. For elections with multiple positions, such as yours, look at page 441, lines 11-24. The first sentence defines the denominator for your situation: "In an election of members of a board or committee in which votes are cast in one section of the ballot for multiple positions on the board or committee, every ballot with a vote for one or more candidates is counted as one vote cast, and a candidate must receive a majority of the total of such votes to be elected." Please note that you may not have three candidates receive a majority of the votes cast on the first ballot. What provisions do you have if you need to conduct another ballot? Also, Mr. Huynh noted that a majority is required to elect unless your rules say otherwise. Have you checked to see what your rules say, exactly?

"A motion is a formal proposal by a member, in a meeting, that the assembly take certain action. The proposed action may be of a substantive nature, or it may express a certain view ..." (RONR 11th ed., p. 27, 18-21) The resolution you cite is one example, Another is: “Resolved, That the Society congratulate its member Ernest Dunn on his novel Crestwood.” (RONR, p.273, lines 15-18) Regarding the vote on this motion: Since this is a motion "of a complimentary nature," the presiding officer may decide not to call for the negative vote, unless any member objects (p. 45, ll. 4-9). Otherwise, it is handled the same as any other motion.

Your organization is the only group that can interpret your bylaws. I'm not a member so I don't get an official say. That being said... It sounds like the board meeting you are about to have will count as a disciplinary hearing. Your Section D says you are to have written rules for such a hearing. You have told us that you don't have them. Therefore, I referred you to Chapter XX, which covers the Steps in a Fair Disciplinary Process (RONR 11th ed., p. 656). It is not clear whether your ethics committee served as what RONR would call an investigative committee or a trial committee. It sounds like you are proceeding as if the ethics committee conducted the trial and you are at the stage of what RONR calls "Assembly's review of a trial committee's findings" (p. 668, line 20 - p. 669, line 8). My advice in this situation is to ensure that your organization provided the member all the opportunities as required in the Steps as referenced above.

Is this ethics committee the same as the investigative committee mentioned in Section B of the bylaws excerpt you've provided? If so, I presume that your next step is the full board meeting as provided in Section C. Did the ethics committee recommend a penalty? If there are no written rules as required by Section D, then the provisions of Chapter XX of RONR provide a way to proceed. Review them closely. No rules prohibit the member from lobbying other members prior to the meeting. There is the risk that this behaviour may backfire.

Whether you call it a board or a committee is not as important as the body's function and authority. There are many groups called committees which function as boards and therefore RONR's provisions on boards apply. An example is an Executive Committee (RONR 11th ed., p. 485, lines 14-17). Although less common (in my experience) there are bodies which are titled "boards" but which RONR would call a committee. Motions in a committee do not require a second (p. 500, lines 9-13). Motions in small boards ("a board meeting where there are not more than about a dozen members present") also do not require a second. (p. 487, lines 26-28 and p. 488, line 1).

More commonly, if you are doing it to accommodate late arrival of people who need to be there (for example, someone who is to give a report has not yet arrived), then it is usually done by unanimous consent "John is not here yet to give his report. Is there any objection to hearing Mary's report now? There being no objection, Mary, please present your report." The minutes record what was done, not necessarily when within the meeting. You can do the minutes in chronological order, but I don't think that is mandatory, unless it is necessary for the minutes to make sense.

What, exactly, do the bylaws say? You tell us that the sanctions have to be voted by the board. That is different than the board voting on the ethics committee's decision of guilt or innocence. If the bylaws just say the board votes on the sanctions, then the board does not have the authority to vote on guilt or innocence. That's why the exact wording is important. Depending on what your bylaws say and don't say, you may find that aspects of Chapter XX of RONR are relevant. For example, if the ethics committee (which appears to be serving the roles that RONR assigns to the trial committee) has recommended a penalty, then RONR says the board (or general meeting) cannot increase that penalty (RONR 11th ed., p. 669, lines 3-6). If your bylaws are silent on this topic, then these provisions of RONR would apply.

Not really, and I'm not sure how this would help you. If you have people willing to extend their terms (assuming they're not term-limited) or you have someone in the membership willing to serve as a pro-tem leader, then just elect them to the full position. If another candidate shows up during the year, then the person you elected can resign and you can fill the vacancy. Assuming your bylaws have provisions for filling vacancies. I've seen occasions where people were convinced to run "just to occupy the position until we find someone to do it permanently.'

Well, you've waited this long already. What's a little while longer.

There is an "Unofficial FAQ" at the top of the topics page which may help. I agree with your take on 1 and 2, but it depends on exactly what the bylaws say. 3 is uncharted territory. For many organizations, their bylaws are worded such that the incumbents' terms extend until their successors are elected. 4, according to RONR, is not allowed except for very specific situations. You may decide to "break the rules" for a solution and hope that you are forgiven.

I disagree that a meeting could vote to cancel a future meeting. The OP tells us that their bylaws "allow us to change the time of a meeting with a 2/3 vote of the members present at a meeting." I don't believe that a bylaws provision providing for changing the time of a meeting gives any authority to cancel a meeting. In fact, I think Principle of Interpretation 5 makes it clear that cancelling a meeting is prohibited. (RONR 11th ed., p. 590, lines 9-16)

Any member has the right to examine the bylaws. See RONR p. 459, lines 13-16 and p. 460, lines 13-17. So the question becomes, are you a member of the state council? Is your local council a member of the state council? If the answer to either question is Yes, then you have the right to examine the bylaws.

As a matter of parliamentary procedure, if an action has already been carried out, the motion cannot be rescinded. As Mr. Novosielski has stated, this doesn't prevent you from reversing the action, just not by rescinding the motion. As a practical and legal matter, you should discuss with a lawyer.