Atul Kapur

If it is the culture or custom in your group that these items go through the committee first, then you can move to refer the motion to the appropriate committee. But, as the previous replies have said, this isn't a requirement under RONR.

And I recommend that you hire a professional parliamentarian to guide you through the process. You've already involved legal counsel, so investing a bit more money to help ensure that you do things properly would be worthwhile. If you search around the forum (or Google), you will find the contact information for the American Institute of Parliamentarians or the National Association of Parliamentarians who both have a referral service.

Once the President's resignation was accepted, the vice president automatically became the president.

More than "likely," as you disagree with Mr. Martin (and my concurrence). 🙂

I have seen this in organizations that do not have a separate, paid staff person who is the CEO (aka "Executive Secretary" or "Executive Director" in RONR). Depending on the size and purpose of the association, they have some staff but with the elected leaders performing the roles of management. It sounds like that is the situation here. You may find pages 464-5 helpful as they outline the role of an Executive Secretary and the work that such a person would do. If your president is your CEO, most of those duties would fall onto their shoulders.

I agree with Mr. Martin. You may want to explore with the conference service about possible technical solutions. For example, the call could be set up with everyone except yourself on mute and you controlling, likely through a moderator/operator from the service, who gets unmuted -- one at a time.

None of the discussion needs to or even should go in the minutes. The only thing that needs to go into the minutes is the motion that you finally adopted, to paint the clubhouse blue. As well as the name of the mover.

Table II gives the answer (Tinted Page 20). Motion 59. "is ruled upon by chair (unless he submits question to judgment of majority in assembly)" Also, the form and example on pages 254-255 describe a voice vote, which is used for votes requiring a majority. Page 255, lines 6-22. A portion of that citation states, "When a point of order is submitted to a vote of the assembly and the point relates to stopping something from being done, it is usually best to put the question so that an affirmative vote will be in favor of allowing the proceedings to continue as if the point had not been raised. Thus, if a point is made that the chair is admitting a motion which is out of order, the question should be put so that an affirmative result of the vote will mean that the motion is in order ..." [see the full citation to get the full answer, but this portion suffices to support Mr. Brown's statement]

Don't have the book in front of me at the moment, but check the Duties of the Secretary section.

You could do it as a mandatory removal or at the Board's discretion. However, I suggest that you clarify the wording of this bylaw. "... may be removed from office by Board action." What vote is required to remove the Director in this case? Normally, where a director can be removed, the vote required is any one of (a) a 2/3 vote, (b) a majority vote when previous notice (as defined on p. 121) has been given, or (c) a vote of a majority of the entire membership. Your bylaws could be interpreted to mean that, in the situation of three consecutive UNexcused absences, it may only require a majority vote. Whichever you mean, I suggest amending the bylaws to specify that. Less likely to be mis-interpreted -- but worth looking at while you're amending this sentence -- is "...fails to obtain an excused absence...". I fail to do that at every meeting I attend. How about something like "... Director is absent for three consecutive regularly scheduled meetings of the Board of Directors without obtaining an excused absence ..."?

Since the directors are members of the organization, they have the same rights as other members at the membership meeting and count towards quorum. They do not have any more rights than any other member, and the board is not there as "the board" (they are members attending the membership meeting), so I am also confused by your phrase "let by the the Board." Do your bylaws specify that a certain number of directors must be present at a membership meeting?

"External influence" by having the non-members speaking is not reason to declare the motion invalid at this time. Be more vigilant in the future and raise a Point of Order when it happens. If non-members voted and their votes could have changed the results, that could be the basis of a Point of Order to declare the motion null and void.

You can move to Rescind or Amend Something Previously Adopted. There are some restrictions on what can be rescinded.

Start by looking at Question 20 from the FAQ page. 20. How can we get rid of officers we don't like before their term is up?

First, I share Mr. Katz's disclaimer that there is likely legislation that applies here and you should consult an attorney. I'll reinforce it by saying that if litigation is involved or expected, that's all the more reason to consult an attorney about this record. Well any single member (who is not a member of the board) cannot just demand to see the minutes. However, "A record of the board’s proceedings should be kept by the secretary, just as in any other assembly; these minutes are accessible only to the members of the board unless the board grants permission to a member of the society to inspect them, or unless the society by a two-thirds vote (or the vote of a majority of the total membership, or a majority vote if previous notice is given) orders the board’s minutes to be produced and read to the society’s assembly." (RONR 11th ed., p. 487, lines 13-20) As these are minutes in executive session, if the society's assembly orders the board minutes to be read to the assembly, that should also be done in executive session.

Not sure it matters. "Unintelligible ballots or ballots cast for an unidentifiable or ineligible candidate are treated instead as illegal votes..." (RONR 11th ed., p. 416, lines 2-4). "unintelligible" is differentiated from "ballots that indicate no preference" which are treated the same as blank ballots, i.e. they are ignored, treating them as abstentions (p. 415, lines 28-30). But to "indicate no preference" a ballot needs to do that in an intelligible way, for example by writing "I don't care" or "none of the above".

When the subject matter comes up again at the next meeting, if you are a member of the Village Board then you can raise a Point of Order that the item was decided at the last meeting and that re-voting is out of order.

It is not proper according to RONR. There are likely laws that affect the way this Board operates, including its own bylaws; they may allow this (but I doubt it). Under RONR, if the Mayor voted on the prevailing side, he or she could move to Reconsider the vote. If not, then a motion to Rescind could be made at the next meeting.

To reinforce HHH's point, see page 418 of RONR 11th ed., which shows the format of a tellers' report in the case of balloting on a motion. It includes the numbers voting for and against the motion. Further down, it states, "The tellers’ report is entered in full in the minutes, becoming a part of the official records of the organization. Under no circumstances should this be omitted in an election or in a vote on a critical motion out of a mistaken deference to the feelings of unsuccessful candidates or members of the losing side."

So, apparently, Nonprofit A still has 4 officers, as their successors have not been elected. Does the provision for A's trustees include similar language?

Your question is confusing because you say that the minutes were approved and will be approved at the next meeting. The term for minutes that are not yet approved is "draft minutes."

I agree with Mr. Martin that the immediate past president is a member of the board with the right to vote, according to RONR, and that your bylaws do not contradict this. That group is correct. I would read the word 'members' to mean this: "...ex-officio members of boards and committees have exactly the same rights and privileges as do all other members of that board or committee, including, of course, the right to vote."

Mr. Katz, I took the liberty of editing what you had said. I believe the standard is that the illegal votes could have changed the election. It would be a much tougher thing to prove that the illegal votes actually changed the election.

Did you check A's bylaws to see what they said about term? It may be that the current directors serve until their successors are elected, in which case it may be that the incumbents are still the board. Others have mentioned that you may need a legal answer. You could also pursue the political one and try again to convince B to hold this election.

150 votes were cast (actually 148) by 50 voters. As Mr. Martin and I said earlier, you need a majority of the voters, even with cumulative voting.