Atul Kapur

First, I will just note with interest that "Life Membership" has a very short life span. It appears to me that you actually have six categories of membership, no matter what section 1 says. Or, actually, five categories because Inactive Life is the same as non-membership. But you told us in your original post that only 2 of the 4 categories have the right to vote in elections. So the Life Members cannot "enjoy the privileges of the 4 categories" because they aren't the same for the 4 categories. There's the source of your ambiguity. Your assembly is than one that interprets the bylaws when there is an ambiguity. If you don't want to have an argument every year, amend your bylaws to remove the ambiguity.

Do general members have the right, in your bylaws, to attend board meetings? If so, at least they would be able to observe the proceedings of the meeting that they called. The provision about two-thirds of those who signed the request being in the attendance is unusual, to say the least. It is what led to my question above. It also leads me to suspect that this is an error and that two separate provisions, one on calling special board meetings and one on calling special membership meetings, have been mashed together. Does your organization have copies of previous versions of your bylaws?

As you have described them, the bylaws appear to have an ambiguity regarding the rights of Life Members to vote in elections. This is to be resolved by the assembly. It sounds like you have previously interpreted the bylaws to allow Life Members to vote. This sets a precedent but is not necessarily binding on future decisions. Much better to amend your bylaws to remove the ambiguity. There are others here who may wish you to quote the bylaws exactly and then provide more specific advice. In the end, the final decision remains in the hands of your organization.

Your bylaws (the parts quoted, at least) do not prohibit write-in votes so votes cast for dropped candidates are still legal votes. There is a specific statement in RONR 11th ed. that states this, but I don't have a copy with me. Similarly, because Section 3 requires a ballot election, I recall that RONR does not allow the secretary to "cast one ballot".

I'm trying to be kind and generous (ie: haven't had my first dose of caffeine yet). Most likely it is sounds like someone who doesn't realize that there is already a good definition of the terms "majority vote" and "2/3 vote" in RONR and they are reinventing the wheel. I've been able to simplify wording for a few organizations that thought they had to get this complicated to be correct.

It can be moved again at another meeting (assuming each meeting is a separate session, which is usually the case if you have, for example, monthly meetings). However, it would come up under New Business. There is no such thing as "old business" under RONR. There is Unfinished Business, but there are specifications as to how a matter comes under that heading.

For what it's worth, the parts I have bolded above are the important ones and, if you ignore the unnecessary words around them, mean the standard "of those present and voting" or, as Dr. Stackpole put it, of "votes cast". I agree with Mr. Honemann and Guest Zev that this section is encumbered with extra words that only serve to confuse. And, of course, the only interpretation that matters is the assembly's. I belong to a natonal organization that allows members to participate in meetings by phone or electronically but restricts voting rights to those present in person. This organization may have something similar (as I'm trying to find a justification for such a convoluted wording).

I agree with GWCtoD but will word my rationale differently in the hopes that it helps anyone who's still unclear. If you didn't have the bylaws provision that specifies the town, then a simple board resolution could change it. However, such a board resolution would conflict with your bylaws as they currently stand, so would be out of order. The simplest solution would be GWCtoD's option (b).

It was a bit confusing but it sounds like Sid Grace is thinking that the ordering of the previous question would cause an immediate vote on the main motion.

In the faint hope that this helps solve your problem: often in an HOA, someone who owns 2 units is entitled to 2 votes at the Annual Meeting and counts as 2 of the 17 you need for quorum. If your bylaws are written that way and you counted them that way, would you reach quorum? This rule generally would not apply to your board meetings, however. And you are correct to be uncomfortable about being asked to make decisions on your own without authorization from the board. Could you get your current board to at least pass a motion delegating authority to a committee of one (you)?

The answer to this question will not be found in parliamentary law but in law law.

According to RONR, the assembly (in this case, it sounds like a Board) can decide by majority vote to include his comments in the minutes. No individual has the right to insist that their comments be included. I know that laws in some jurisdictions require a director's negative vote on an issue to be included in the minutes, but that would be up to you and a lawyer to see it that applies to your situation.

I cannot recall an example of this forum ever generally agreeing that the phrase "2/3 vote" could mean "vote of 2/3 of the entire membership". Rather, it has consistently said that a "2/3 vote" (or a "majority vote") refers to members present and voting. I remain open to being corrected, but we've often recommends this exact term to avoid confusion.

Only if there is an ambiguity to be interpreted. In this case it is very clear what a 2/3 vote means. The parliamentarian's opinion is not reasonable in this case. Similarly, if the bylaws say that elections will be held at the April meeting, the assembly is not free to "interpret" that to mean any meeting in the spring. "When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws" (RONR 11th ed, p. 588, ll. 26-28)

Do the bylaws say that the election takes place at the conclusion of the annual meeting or that the term of the newly elected officers begins at the conclusion of the annual meeting? I ask because the latter wording is much more commonly seen. Could you quote the exact wording from your by-laws?

I don't think that the notice was specific enough to do that. In fact, by using the word "discussing" it likely precluded your organization from voting on anything at that meeting: the notice only said you would discuss things, not take any action. "Notice...of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up..." (RONR 11th ed, p. 91, ll. 31-34)

The September motion was not a motion to Reconsider, so all that is quoted above is moot. However, there are a lot of falsehoods in this paragraph about the motion to Reconsider, so I didn't want to leave it uncorrected. The motion to reconsider must be moved by someone who voted on the prevailing side. That is the only thing the person who told you this stuff got nearly correct: "the individual making the motion would have to state how they had voted in August." More specifically, they would have had to confirm that they voted on the prevailing side in August. Also, they could only have made the motion to reconsider at the August meeting. The September meeting would be to late the make the motion. If it had been made in August, then it could have been dealt with in September. The other points are completely false. False: "to be reconsidered and voted upon again without previous notice, the majority of the membership must be present". This sounds like some incorrectly remembered mash of some rules regarding the motion to Rescind False: "only those people that had previously voted on the issue (ie, the people who were present at the August meeting) could vote on the new motion". Members who are present at the September meeting can vote on the reconsideration if the vote occurs at that September meeting.

You should probably get a legal opinion on whether the fact that the employee and employer did not sign a contract changes anything about how the bylaws apply. Your bylaws mention a meeting called for the purpose of terminating an employee: Somewhere in your bylaws it should say who has the authority to call this meeting (I suggest that you check the Article on Meetings and the Article on Officers first). That person or group / board calls the meeting. As for the denominator for the 2/3 voting threshold, it could be all members present at that particular meeting (my interpretation) or those members present and voting at that meeting. The latter is the default in RONR if the bylaws do not state otherwise; your bylaws, by adding the words "present at a meeting" have created an ambiguity. Only your assembly can decide on which interpretation is correct (ie: my opinion is meaningless, even though it's correct). It would be best to resolve this before you hold the vote on terminating the employee. Important: You should include this item of business in the notice to members of this meeting. At a called meeting (known in RONR as a "special meeting"), the only items of business you can transact are those ones where you have given members notice.

That is the general principle in RONR, that all members are equal and have the same rights to, for example, hold office. So this rule must be in your bylaws and must have been a decision made by your organization previously, presumably for what they thought at the time was a good reason. You are perfectly free to propose an amendment to your bylaws by following the procedures that they list to do so.

More than okay. I think Mr. Brown is almost begging you to do so :-)

Answering your question another way: Yes. The default in RONR is that all members of a body (in this case, the board) have equal rights, including the right to vote. Anything that takes away rights would need to be in your bylaws.

In that case, be prepared on how to handle a Point of Order and an Appeal of this decision. Better to be ready to deal with these and not need them than the opposite.

I read Guestcc's note as saying that the member will be submitting an amendment to the proposed bylaws amendment, rather than a separate original (possibly competing) bylaws amendment.

Be careful about this. To be ruled out of the order the amendment must be "One that merely makes the adoption of the amended question equivalent to a rejection of the original motion" (RONR 11th ed, p. 138, ll. 13-14). That's a more severe threshold than "directly in opposition to the intent of the proposal". An amendment is allowed to be hostile to the original motion. "... an amendment can be hostile to, or even defeat, the spirit of the original motion..." (RONR 11th ed, p. 136, ll. 17-19) If there is any doubt, err on the side of allowing the amendment.

I suggest that you and the chair both familiarize yourselves with what amendments would be allowed under the scope of notice of this bylaws proposal. You should anticipate amendments that would negate the effects of this bylaws proposal or that would exceed the scope of notice.