Atul Kapur

Neither should be included in the minutes. And there is no rule in RONR that says you correct one error by committing a second error.

What was the size of the previous board? How was that number decided (was there a previous motion that set the number)? If you have been operating under a motion that previously set the number of board members and that was still in effect, then I think there is a valid argument to be made that the motion at the special meeting was out of order as it was not included in the notice of the meeting. It would be a real stretch to say that a motion to Amend Something Previously Adopted could be reasonably foreseen to be part of the two stated items of business.

No.

Apparently he was using a legal definition of "prevail" (with apologies to all the lawyers on this forum who do understand parliamentary law and plain English, as this exact situation is explained on p. 315, line 34 - p. 316, line 1). It's not clear what happened so it's not clear if that's necessary. Did the motion to Reconsider get called up? If so, was it adopted? If so, what happened to the original motion: was it defeated again or did it obtain the 2/3 vote required this time?

If you did not follow the procedures in your bylaws to amend them, then any amendments would be null and void. A Point of Order could be made that you did not follow the procedures, and the presiding officer would have to make a ruling. This ruling could be appealed. The fact that they were adopted without contest would not matter in this situation (if you didn't follow the rules, it doesn't matter how many people voted for the amendments). If you followed your procedure, then the bylaws stand as amended. Given that the member has not made a Point of Order, you can proceed under the amended bylaws.

Looking at the Principles of Interpretation, we see on page 588, lines 31-33: "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined." So the argument has to be that the intention at the time was that someone who doesn't meet the requirements cannot run for the position BUT that this same person could be appointed to fill the position if a vacancy exists (or was manipulated into being created so that the group could skirt this requirement). I would hope that an intent that specific would be more clearly worded so that there is no ambiguity.

First, the amendment procedures in your bylaws supersede the procedures in RONR. Second, the action has been taken. The bylaws stand as amended.

Hire a parliamentarian to do some combination of: 1) educate the members, 2) educate the leadership, 3a) serve as meeting parliamentarian, 3b) serve as neutral, third-party presiding officer.

Page 468 - 469 "CONTENT OF THE MINUTES. The first paragraph of the minutes should contain the following information ... 5) whether the minutes of the previous meeting were read and approved—as read, or as corrected—and the date of that meeting if it was other than a regular business meeting. Any correction approved by the assembly is made in the text of the minutes being approved; the minutes of the meeting making the correction merely state that the minutes were approved 'as corrected,' without specifying what the correction was (see form, p. 472, ll. 8-9)." (Italics in original. Bold added for emphasis) And the example on page 472: "The minutes of the last meeting were read and approved as corrected."

Did all members get notice of the meeting? Do you have enough members present to meet the quorum requirement? If Yes to both of the above, Yes.

The Secretary has no obligation to agree to this request from the President. Page 355 on three occasions refers to "the minutes as drafted by the secretary" or "the secretary's draft." Note that there is nothing prohibiting the secretary from agreeing to the request, either. The draft remains the secretary's, however, so if the president and secretary disagree, it should be the secretary's version that is submitted. The membership could require this process, by creating a Standing Rule.

Are you asjing whether board members and officers vote like every other member at a general membership meeting? Or something else?

If it were meant to be a permanent "thing" for all future board meetings, then it should have been moved as a Special Rule of Order. It sounds like that was not done, so this motion was really just a badly worded motion to Suspend the Rules for that one meeting alone. It's too late to do anything about that meeting now. Others, above, have explained to you how a Special Rule of Order should be moved and the vote it requires to be adopted. They have also noted that your board may not be allowed to do this if it is not in accord with the rules of your Society.

First, figure out the details of the proposed model. Currently you have 3 director positions up for election each year. How will it be in the future? Three elected in one year and only two the other years? Two each year plus one elected annually for a one-year term? Etc. Once you've got that sorted out, then you can, as Mr. Huynh suggests, put in a proviso to cover the transition, which the bylaws committee should include as a part of their proposed amendment. I've seen it done by attrition, where in each of the next two years three directors end their terms and only two new ones are elected. In that case, your transition will be complete in 2022. You could also do it so that, immediately after the bylaws amendment is approved, you do an all-new election for all 7 positions. You can have staggered terms in this process, as well. The point being that there are many ways of doing this, and no "standard" way. Once the bylaws committee finalizes what the proposed new board will look like, they can recommend a logical transition process, and specify that in a proviso.

What exactly happened here? Did the board vote to do this on a one-time basis? Did they vote that this should become the general rule for all board meetings? We cannot tell if you have created a new Special Rule of Order without somr more information.

This is similar to what is done with some unions to accommodate members who, due to shiftwork, cannot all attend at one time. It does violate the principle that every member should be able hear every other member in a meeting and the idea that there may be debate that could influence the vote, so your bylaws should authorize such a form of making decisions. And you should specify the rules for such decision-making. One important point is that everyone should be voting on the same thing. That is, the budget cannot be amended at any but the first meeting. You should have provisions in your rules prohibiting amendments at these particular meetings. Do you have a process where members can debate and amend the budget before these 4 meetings? There may be other things you need to consider. For example, is there anything else that comes up at these meetings, such as a report from the spiritual leader and/or the lay leaders? How are they dealt with?

RONR sort of assumes that each Association is master of its own governance. If your Association is subordinate to another and needs their approval of your bylaws, that detail is going to be in your bylaws and the superior body's.

I'll bite. Please explain your dissatisfaction with those two lines.

Normally, the vice president automatically becomes the new president. Then you have to fill the vacancy in the position of Vice President. If your bylaws specify how vacancies are filled, follow them. If not, then the group that first elected that person is the group that fills the vacancy.

I tried to be careful. I said any other action would likely lead to complaints. I did not say that this action would prevent complaints.😁

The two candidates could agree between themselves to play a game of chance and the loser would voluntarily withdraw from the next ballot. I think the meeting could Suspend the Rules to do this, as well. However, in neither case would write-in ballots for the withdrawn candidate be considered illegal (see footnote p. 441)

As @jstackpo is fond of advising, give them the book and tell them to show you that rule. They won't be able to, because it isn't there.

If you think a rule is not being followed, you should raise a Point of Order at the time. The Chair will rule on the point and this ruling can be appealed with the meeting deciding on the appeal. Only a few "continuing breaches" can be subject to Point of Order after the fact. There is a whole sections of RONR dealing with a Chair who abuses their authority. Again, such action is best taken at the time of the perceived abuse. There is a whole chapter on disciplinary measures that can be taken against a member, with a long and detailed description of the several steps that need to be taken to do this. Bottom line: if the rules aren't being followed, make the Point of Order at that time. (Of course, all of this assumes that the purpose is to have the Rules of Order followed, rather than to remove the chair.)

The board passed a motion directing the procedure to be followed. They now do not want to follow that procedure. They should make a motion to Rescind the original motion, rather than just ignore it. Otherwise, they should follow through with the motion that was passed. Any other course of action will likely lead to complaints.

I wonder if Ms. Mahurin means a reference committee when she refers to "legislative committee"? Ms. Mahurin, could you please give us a bit of context to help us understand what you mean by a legislative committee? Is this actually a legislature? Is it a convention?