Atul Kapur

The answers to your questions about what procedure you need to follow to amend your bylaws should be in the bylaws themselves. Look in the Articles on Amendiments to the Bylaws and in the articles about the Bylaws Committee. If you follow the proper processes (and assuming that you are allowed to amend your bylaws at a special meeting) then the amendments take effect immediately upon their adoption (unless your bylaws say differently).

Remember that the bylaws supersede RONR. Your bylaws, at least what you have shared, seem to allow this type of meeting and this type of voting. I suggest you contact a parliamentarian to do a detailed review of the bylaws and advise you as to what options are open to you.

RONR doesn't require that. Your organization can do that if they wish. They should just keep in mind that members of the Board may review the records upon request, within reason. Page 460, lines 13-20:

Do your bylaws allow for special meetings?

Well, it sounds like you need a stronger process of reviewing and vetting the applications and forms before the motion to admit to membership is made. One idea is to mandate that all membership applications be submitted to a committee that will review them before a motion to admit to membership can be made (or, that the motion to admit to membership can only be made by the committee, after it is satisfied that the application meets all the requirements).

When you ask for free advice you get what you paid for. I mean this comment helpfully.

Sounds like your bylaws were properly amended, at the annual meeting. The email vote did not amend the bylaws, so the effective date of the amendment was the date it was passed at the meeting.

If there is only one position to be filled, then members should limit themselves to one nomination each. Please note that nominations do not require seconding. That way, you avoid this problem.

You do not give nearly enough information to begin to answer your questions. You mention amended filings (I believe that's what you mean), filing amendments, and state law, which suggests that this is a corporation with corporate filings to the state. If this is the case, you will have to carefully review the state law that applies, along with the Articles of Incorporation and Bylaws. I suggest that you review them with a lawyer who has experience and expertise in the corporate laws of the state.

Rather than use the citation about when an election to an office is final, I was basing my comment on the purpose of reconsideration from page 315, lines 19-23: This seems to be a case of erroneous action based on added information since the taking of the vote (the discrepancies have come to light). I did assume that the proposed member was not in the meeting. Using the rules for Reconsider and considering that membership is a form of contract, the other party has not been informed of the outcome so Reconsider can still be used. (p. 319, lines 1-3) BTW, @jstackpo, your citation refers to election to an office. While RONR makes clear that directors are considered officers, I do not find anything to say that membership itself is an office.

It's not clear: What is your question? You may also want to fill in a few more details about the situation. Your description here is fairly cryptic.

You said that the maker of the original motion moved to withdraw it. Did that motion to withdraw get seconded and did it pass? By the way, the motion you should have used was Reconsider. Alternatively, as Dr. Stackpole has said, if the person was ineligible according to your bylaws, then a Point of Order could have been raised that the original motion was not in compliance with your bylaws.

Conduct themselves indecourously?

A Certified Parliamentarian (CP) is someone who has demonstrated expertise by successfully passing a written examination and completing the service requirements to be granted that status by the American Institute of Parliamentarians.

Where do you find the authority for this group to postpone the meeting? There is nothing in RONR that gives you this authority. Is there something in your bylaws?

Interpretation of bylaws is something for the organization itself to do. However, this last sentence seems to make clear that the two term limit for board members it's not meant to apply to officers. Is your current practice proper? That's a matter of opinion. Is it compliant with the bylaws? I would say yes.

As I read that article, it states that directors are the only members (assuming that this is all the bylaws say about membership). This is entirely consistent with the Articles. And then, you appear to be telling us, it reserves all authority to the board. This doesn't answer your original question, but provides context.

Your organization will have to interpret its own bylaws. That can be done by a Point of Order (presumably about whether a person is a member and eligible to vote). The Presiding Officer would rule on the point of order and this ruling can be appealed. I will agree that your bylaws are unclear in many areas and could benefit from amendment. Re question 3: Once it is pointed out that the custom contravenes the bylaws, the custom "falls to the ground". No matter how long the custom has been practiced, the bylaws rule.

Again, is there anything different in this post than in your many others? These appear to be multiple posts giving the same scenario. The answers aren't changing despite your hoping (as you've said previously) that they do so. You've been advised to consult an attorney. That advice hasn't changed, either. I, for one, don't see the purpose in these repeated posts.

And your point is? i.e. "Have you met the forum?"

Someone could raise a point of order that the slate was not distributed as required by the bylaws. That same someone could suggest that the elections should be postponed (not the entire annual meeting, just the elections). It would be up to the chair to rule on that point of order and that ruling could be appealed. I'm assuming that your bylaws call for "nominations from the floor" at some meeting or time before the annual meeting, but that error (not having the nominations then) is easily corrected: When the elections proceed, then you could open nominations from the floor immediately before the election for each office is held.

Nominations do not require a second. Recommendations from committees also do not require a second.

I think the bigger point being made here is that your call quotes some parts of the bylaws but then also includes other statements which are based on RONR (eg; majority definition) and some that are based on other parts of the bylaws (eg: quorum) without citing your sources and then include some statements (eg: vote by ballot) which are not based on anything. You can see where that's gets confusing.

If I may try. At the September meeting you give notice of the motion. All that does is to tell people that "at the October meeting, I will be moving this motion." At the September meeting there is no discussion, debate, amendment, vote, etc. because there is no actual motion in front of the meeting. You give notice, the chair acknowledges the notice, and the secretary should record it in the minutes. At the October meeting you, or any other member, can move the motion you gave notice of in September. From there, it should be seconded and then the chair states it and the meeting can consider it.

If they are not participating on debate on a motion, then it just takes a majority vote to allow them to speak. You only need to Suspend the Rules to allow them to debate. Guest Pam, what you suggest sounds reasonable, but there is no requirement to do it this exact way in in RONR. Your group may have developed a custom to do it this way. Depending on what this organization is, and what laws apply, there may be a requirement to allow public presentations.