Atul Kapur

It could take five votes, if each of the Resolved and preamble were amended twice. (Or seven votes if there are three amendments each, etc). But the point we're all trying to emphasize is that the vote on an amendment is different from a vote on the Resolved portion. At that point, you're only voting on the amendment, not on the entire Resolved portion. The way you are expressing it leads to confusion.

Let me try again. If there are no amendments to the Resolveds (just some debate) then once the debate is completed you move, without taking any vote, to the preamble. ("Is there any further debate on the Resolved clauses? There being none, we move to consideration of the preamble.") Similarly, if there is no amendment moved on the preamble, then once that debate is complete you take one vote on the entire resolution. If there is an amendment, say to one of the Resolved clauses, you process the amendment but you still do not vote on the Resolved section as a whole before proceeding to the preamble: ("Is there any further debate on the Resolved clauses as amended? There being none, we move to consideration of the preamble.")

It sounds like it will be a little more complicated than that, because ballots are stated as already having been sent out. This implies that the election is done outside of the meeting. I agree, though, that the members are going to need to take action at a meeting in order to affect this process. If the results are going to be announced at the annual meeting, then members may need to call for a special meeting before the annual meeting, assuming that the bylaws allow for special meetings.

Notice the corrections I made to the quote . You amend the Resolved portion but you do not vote to approve it at that point. You then open the preamble / Whereas portion to amendment but, again, do not vote on it until: "After any amendment of the preamble, a single vote is taken on the question of adopting the entire resolution ..." (RONR 11th ed., p 139, lines 12-14)

A lot of the answers to your questions will be found in or depend on the exact wording of your bylaws. " The board will be filling the pres-elect position with an interim then in January we will need to vote as a membership body to fill the position of president." Does the board have the authority in the bylaws to fill vacancies? Do your bylaws say what to do in the event that there is a vacancy in the office of president-elect? " Would it be appropriate for the current president to serve a second term (after vote approval)? or better for the VP to skip the pres-elect term and move to presidency?" Do your bylaws allow your president to serve more than one term? If so, then the decision on whom to choose is up to your association. And I don't see that it is necessarily limited to those two. I have my opinion on what would be the better option, but it's the opinion of your members that counts. " If the current pres serves a second term then what about our position on the board of "immediate past president"?" If your president serves a second term then you still have the same immediate-past-president who you had before. This position doesn't become a "president's free pick".

Thank you. I look forward to reviewing them.

Do you have citations for these cases ?

Not that anyone asked, but it's worth noting that nothing stopped any other member from making the motion at the first meeting. Usually you allow the person who gave notice to move the motion, but anyone can.

The minutes should record what actually happened, so you should really not amend the minutes. The wording of the report belongs to whoever reported it. Probably the simplest thing would be for whoever submitted that report to submit an updated report at the next meeting.

Corporate structures often give the Board complete authority and even exclusive authority. This is very different from the assumptions in parliamentary law and RONR.

I have to agree with Mr. Novosielski, we are dealing with incomplete information which makes it difficult to understand the issue(s), much less give informed responses. Tomm, let's ignore the Board Policies for the moment and go to this piece of information you just provided: This sounds like, at minimum, a bunch of amendments to the bylaws or even a complete revision of the bylaws. As Guest Zev quoted many screens above, these should be processed as any other amendments to the bylaws. (Depending on the scope of the changes, these can be specifically delegated. I don't believe the changes described here should or even could be delegated). To move further, we would need to know what the bylaws say about amending the bylaws.

It doesn't look like they're changing any heading in the bylaws. They're not actually changing the name of Article IV, Section 7, are they? It looks like they're changing a reference to a particular provision that empowers the board to do certain things. It's as if you had a policy that says "WHEREAS the 25th Amendment protects people from having to self-incriminate ...." And then someone proposed a motion to strike out "25th" and insert "5th". The headings are not actually being changed. It's just that the reference is being corrected. Can you quote the two sections that are mentioned? That may help clarify the situation.

How and why she voted are immaterial. Look at the laws that apply to the city and the commission, and how they define conflict of interest.

I agree with Mr. Martin.

Well, it is in line with RONR's recommendation but is not enforceable. However, conflict of interest laws that apply to this city may require this. RONR says: "ABSTAINING FROM VOTING ON A QUESTION OF DIRECT PERSONAL INTEREST. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." (p. 407, lines 21-31. Emphasis added)

I'm not sure this is a change of meaning; rather it seems to be one of reference. The change seems to be in a reference to the section of the Bylaws that empowers the board, rather than to the Bylaws headings themselves. Does Article IV, Section 7 give this power to the Board? Does Article V, Section 6.3 give this power to the Board? One of those questions should be answered Yes and the other No. The reference should be to the correct section.

I didn't say it was out of line; I was just clarifying whether your questions affected the answers to the OP's original question. The answers given assume that the meeting in question had the authority to amend the bylaws. If not, that's a different can of worms.

What do you find unclear about Mr. Martin's answer?

Answered by Mr. Martin.

To put it another way: the offense is the violation of decorum. The method is the personal story. There is no problem if the method is used in other ways that does not create an offense.

Guest Zev, would the answers to your questions change any of the answers to the OP? I don't believe so, but you've raised them, so I'm asking.

Well, if the “Election Procedures shall be the charge of the Nominating Committee” as you say, then I think these decisions are up to them. I wouldn't declare the election null and void, just incomplete, as I said before. It would be better to give reasonable notice to the membership.

The tellers' report is explained and an example given on pages 417-419. You may find it helpful to review all of pages 412-419.

There are five ways that there can be a continuing breach, which are listed on page 251. None of these is applicable when the chair erroneously rules that a motion requires a majority to adopt when it actually requires a 2/3 vote. The fact that this is an amendment to the bylaws does not mean that it "conflicts with the bylaws ... of the organization or assembly" (p. 251, lines 9-10). Furthermore, the requirement for a 2/3 vote is "in the nature of a rule of order" and, therefore, "a point of order must be timely" (p. 251, footnote). This is different from not following the requirement to give notice, which would create a continuing breach because it would violate "a rule protecting absentees" (p. 251, lines 20-21).

Well, first you have to figure out if the 1-year requirement was deleted by a proper motion to amend the bylaws or was this just a clerical error. If the requirement is still valid, then you should not declare elected an unqualified candidate. This will leave you with an incomplete election that you should complete as soon as possible, following your rules.