Atul Kapur

Stripped of the complicaitons, this is a question about how to fill a vacancy. You've paraphrased your bylaws instead of quoting exactly, so that limits how definitive the answer can be (eg: "board may" vs "president shall"). I don't see anything here that says the Board cannot defer this decision to a vote of the membership. In other words, nothing that says that this is a power exclusively reserved for the board to exercise rather than the membership meeting.

Whoever appointed him should disabuse him of that notion. That would be, I hope, the parent committee. Ask him to show you where it says he still has a position, now that he no longer has work assigned to him. Dr. Stackpole and reelsman are both drawing analogies to what happens to a special (aka "ad hoc") committee after it has completed its work. It's a good analogy but I can't find anything that says it in so many words. And, going where angels fear to tread, I will cast my lot with Dr. Stackpole. Page 492 states the situation explicitly and concisely. Page 313 requires more steps to get to the same place.

If, on the other hand, this person resigns as a member before the votes are cast, then any votes for him are illegal because they are cast for a person who is ineligible (I'm assuming you have a bylaw provision that states officers must be members - not all do). However, they do count in the denominator (to determine whether someone received a majority of votes cast). So, if he wins after his resignation, you do what jstackpo said.

If the next meeting is a different session, which is almost always the case when you have weekly, monthly, etc meetings, then the same motion may be made again at the next meeting (and again at the meeting after that, and again....). This is called renewal of a motion and is the general rule. Motions to remove an officer may or may not be in order, depending on the definition of their term of office in the bylaws. See Section 62, particularly pages 653-4 of RONR 11th ed. The Chair cannot ignore any motion made and seconded. The Chair may rule it out of order and therefore not state it to the assembly, but they have to give their reasons for the ruling. If the Chair is abusing their authority, see pages 650-3.

I agree with Mr. Mervosh. The recommended method also preserves the secrecy of the absent board member's vote.

Prohibition on debate or queries, in the call to the meeting, is not allowed in RONR.

You can try. Likely better to move them as a revision and consider seriatim.

This applies to committees; the Board is not a committee, so the ED is not ex-officio a member of the Board. The bylaws say that the ED attends the meetings of the Board but does not appear to give them the right to speak*, move motions, or vote. If the ED also holds one of the 22 board positions then they have all the rights of membership by virtue of holdimg that other position (I think this is where the confusion is coming from, as it is not clear whether the executive director holds another board position currently or just did so in the past). I believe tThe same applies to the Executive Committee which can be considered a "board within the board" rather than a committee, but I don't have the book in front of me. [Edit: Found it, "The executive committee is thus in reality a “board within a board” and operates under the rules in this book applicable to boards rather than those applicable to committees." RONR 11th ed., p. 485, lines 14-17] *most organizations I am involved with give the ED the right to speak by custom . Some put restrictions on that (eg: only at a certain point in the debate) but it's usually quite open.

Since this thread is prompting so much discussion, I will note that a big part of the confusion stems from the fact that we are being given paraphrases of the bylaws, rather than a quotation of the entire section that applies to the Executive Director. Another large part comes from the fact we're getting the ED's history on the board piecemeal. None of this discussion changes the fact that HHH's original answer to the original question is correct and, I had thought, complete.

Agreeing with Reelsman, I would suggest starting with the organization's attorney who should be able to advise how your organization interprets the policy.

Duplicate post

This is a risk of setting your quorum as a fixed number. You may want to go consider calling a special meeting of the membership. Do your bylaws allow for that?

It's the only example of egg corn that I have ever heard of. I don't know if that meets the definition of "common."

The reality is that it is the assembly (any assembly) which enforces the rules that it has decided to accept for itself. For the most part, the assembly delegates that authority to the presiding officer. The assembly can take that authority back through appeals and other mechanisms. It sounds like your assembly has agreed to this presiding officer's conduct. Whether it's due to fear, ignorance, or actual acceptance (because it can be seen as very "efficient" to run roughshod over individual member's rights) does not matter because the assembly is self-policing in its procedures. That is, unless they run afoul of superior authority, such as the legislation that applies to HOAs in your jurisdiction. Education may help with the ignorance or even the fear. For the rest, you may need to find out who enforces the superior authority.

"REMOVAL OF PRESIDING OFFICER FROM CHAIR FOR ALL OR PART OF A SESSION. If the chair fails to act in accordance with the assembly’s decision on an appeal (or on a point of order submitted to a vote of the assembly) or otherwise culpably fails to perform the duties of the chair properly in a meeting, the assembly may employ measures temporarily to replace the chair with another presiding officer expected to act in accordance with the will of the assembly. ... a motion can be made to Suspend the Rules so as to take away from him [the President] the authority to preside during all or part of a given session.** ** This is true even if the bylaws contain a provision to the effect that the president shall preside at all meetings, since such a provision is clearly in the nature of a rule of order, which may be suspended even if in the bylaws. See page 17, ll. 22-25." RONR 11th ed., p. 651-2 Suspend the Rules requires a 2/3 vote to be adopted.

Just to be clear: there is nothing in your original post that suggests that any of the candidates were ineligible.

This sounds exactly like the situation described on page 110, lines 9-31 (particularly the bolded part):

Well, some of you, as individuals, may decide it's worthwhile to have one there to protect your rights. It's almost certainly less expensive than the lawyers will cost.

Take a look at Section 50: Committees. The provisions there apply to the nominating committee the same as all the others.

As the general rule goes, your organization will have to interpret its own rules. In my opinion, the sections that you have quoted make it clear that the answer to your question is 15.

In other words: - recruit more vigorously - hold elections and see who gets nominated and/or who wins by getting "write-in" votes

Sounds like you would benefit from having a parliamentarian at the meeting, to help protect everyone's rights.

"ABSENTEE VOTING. It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, .... Exceptions to this rule must be expressly stated in the bylaws." (RONR 11th ed., p. 423, lines 17-23) "Thus, since it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting (p. 423), the rules cannot be suspended so as to ... authorize absentee (pp. 423-24) voting." p. 263, lines 18-24

I agree. I only mentioned it because Guest Cheryl did, but your response is better than mine.

Nothing stops you from including this motion in the notice of the special meeting. Special meetings are not limited to only one topic. If it won't be in the same quarter, then the motion can be made again as if new (as long as the notice of the special meeting indicated that this motion was going to be moved).