Atul Kapur

Under RONR, the general membership meeting is the highest authority. Corporate bodies may have different structures and their governing documents may place the board above the membership.

Under RONR and because it is after the fact, you have show that quorum was not present. The assumption is that quorum was present and you need clear and convincing evidence that there was not. If your organization has different rules, you will have to refer to them.

Much of the discussion arose from the assumption that it is. I agree with Mr. Honemann that it does not (and I am certain he is much relieved with my support 😉). In the OP, @J. J. said "46:43 describes cumulative voting as a method for electing someone from a 'minority group.'" and then concludes (at least for the purposes of his question) 46:43 says "A minority group, by coordinating its effort in voting for only one candidate who is a member of the group, may be able to secure the election of that candidate as a minority member of the board." I believe that is an error to take the fact that the rule, among other things, gives the minority the ability to utilize a particular tactic and claim that therefore this is a "rule protecting a minority of a particular size", particularly since there is no guarantee that the tactic will be successful. So, my answer is that the rule can be suspended with a 2/3 vote. In the alternative (that 25:2(7) is applicable), I stick with my assertion that the minimum is one member.

I do not see a significant difference between a Whereas clause preceding the Resolved clause or a Background statement following it. Neither are part of what the board adopted, which is the Resolved clause. The situation would be the same if the background statement gave an estimated budget for the project but the motion didn't specify the maximum cost. The lesson for the training exercise is, as Josh said, for any necessary details, instructions, or specifications to be included in the actual motion that is adopted.

It is wrong to discuss multiple motions simultaneously. You should have been discussing just the amendment at that time (known as the "immediately pending" motion). However, that does not prevent a motion to call the question on all pending motions (here, the amendment and the main motion). If that motion had been adopted, you would then have conducted two separate votes sequentially (not at the same time): first the vote on the amendment then -- immediately without any further debate, as per the terms of the Previous Question -- the vote on the main motion.

You may find this thread informative

Assuming that you are using the term the same way that it is defined in RONR, Then they are adopted as any other motion would be, by majority vote, as long as there is not already a motion/rule in place that is affected by your proposed rule. See 2:23-2:24 for more details. If you are referring to any thing related to parliamentary procedure, the term for that is a special rule of order, and you should look at 2:12 - 2:22 for details about those.

For the sake of closing this particular loop, I would say that "the vote required to suspend a rule requiring a three-fourths vote for the adoption of a particular motion" would be a three-fourths vote. I accepted @J. J.'s premise that cumulative voting protected a minority just for the purposes of his OP; my conclusion that this would require unanimous consent or a unanimous vote was based on that premise. For those who disagree with that premise, such as yourself, I agree with you that such a suspension would require a two-thirds vote.

Is this question linked to J.J.'s cumulative voting scenario or are you asking in the general situation beyond that context?

I was trying to understand how broadly you intended your statement to apply. It appeared that you meant it to be generally applicable. Many conversations on this forum expand beyond the details in the OP. Specifically, the first comment that I've quoted above appeared to be more generalized than just about special meetings; "a meeting that does not have an order of business" includes conventions, hence my attempt to clarify.

Like a convention, for example?

Yes, this is possible, but, despite your denial, it is legitimate because it is the process in your bylaws. The fact that you prefer the process in RONR is irrelevant unless you can convince enough people to change your bylaws. No, other than the fact that your organization appears satisfied (with your notable objection) with the current process. But note that there is no requirement for a more elaborate process. There is no "gap" that must be filled in your bylaws.

You say this as if it precludes the adoption of an agenda as part of a special meeting. As noted, while it may be unlikely that an agenda would be helpful, on those occasions when it would be, it may be adopted.

On the contrary, I believe the minority being protected could be as low as one member and, before the vote is conducted, we should assume it is one. J.J. has captured it well And, since the rule needs to be suspended before the vote is conducted, that minimum prevails throughout that election. My second post was intended to reinforce that point. Apologies if I was unclear.

The minority that could be protected by the rule – which in this case involves an election and, therefore, the possibility of multiple abstentions – is one. Before the ballot is held, it is the only response in which we can have confidence. because it is not dependent on the results.

but, as Josh said

Since when did "the sake of simplicity" become a factor in discussions in this forum? 😃 More seriously, there is no reason to assume that all members present would vote, or that they would cast all the votes they are eligible to cast. The safer assumption—the one that provides the most protection to a minority group—is to assume the smallest minority, that is one person, so suspension would require unanimous consent. And it's even simpler to calculate, no matter the number of members present.

I have highlighted the word "initial" because it suggests a misunderstanding. Remember that the motion made by someone other than the maker of the motion is not "that the motion be withdrawn" but “that permission to withdraw the motion be granted," such permission having been requested by the maker. If you make a motion and it is seconded and stated by the chair, then I, or anyone else, cannot make a motion to Withdraw that motion. The mover is the only one allowed to Request Permission to Withdraw the Motion (33:11, 33:13, and 33:14). If you made the motion, then I "can suggest that the maker of a motion ask permission to withdraw it" but you "can do or decline to do" as you choose. (33:16)

RONR emphasizes that the minutes record what was done, not what was said. Actions taken, such as decisions on motions, are recorded while debate, questions, and discussion are not.

I agree with @Richard Brown that it is premature to respond until we get a better idea of the Executive Director's relationship with the organization; is the ED an employee or simply an officer?

Unless the Open Meetings Act says otherwise, the public are still non-members of the body that is meeting and do not have the right to participate in the meeting and definitely not the right to interject or disturb the meeting. RONR (12th ed.) 61:19 says So, if I were the chair, I would not thank the public for the interjection but just admonish (gently at first) that the public's participation is limited to the pubic content portion. I definitely would not recognize a member of the public to speak or invite their input at all outside of the public comments section. So if a member of the public stood up and requested to speak or called out "Point of Order," I would repeat the explanation that public comment is limited to the public comment period. If a member repeatedly shouted out, interjected, or otherwise interrupted, then I would look at having that individual removed. RONR gives the chair, acting alone, the power to make this decision. Your rules and the Act may require the body that is meeting to make this decision.

You quoted your bylaws as saying The wording is not entirely clear, but I would interpret that as meaning a majority of the entire membership. Assuming 100 members and no weighted voting, that would require 51 votes to remove the president from the board. It sounds like your organization is an HOA. You should see what laws apply to your organization as they would supercede your bylaws and RONR. In referencing RONR, the common practice is to cite the section and paragraph, rather than the Chapter and Section. 44:12 says (emphasis added) "the presiding officer, if a member of the assembly, can (but is not obliged to) vote whenever his vote will affect the result—that is, he can vote either to break or to cause a tie; or, in a case where a two-thirds vote is required, he can vote either to cause or to block the attainment of the necessary two thirds." BUT 49:21(7) tells us that in small boards this rule is not in effect "If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions."

This is not a legal opinion: RONR does not have any restriction on this topic. For a legal opinion, you should consult a lawyer familiar with the relevant law in your jurisdiction.

Thx. Didn't have the book in front of me at the time.

The body could adopt special rules of order regarding recording of meetings, including a prohibition on doing so. Would a rule about the retention/destruction of such recordings also be a special rule or a standing rule? I lean to the former.