Atul Kapur

Under what authority do they have this recourse? Hoping the assembly ratifies their action doesn't fit the definition of recourse.

There was this one from Feb 2017 https://robertsrules.forumflash.com/topic/29579-bylaws/ and it referred to this other discussion https://robertsrules.forumflash.com/topic/29064-motion-to-never-bring-something-up-again/#comment-167646

Thomas, the question I have is: Why would this issue arise with the Sergeant-at-Arms and not with any other member of your board? In other words, if the Vice-President was running to become the President would you be asking the same question?

Agreeing with Mr H, I note the old board no longer exists. Therefore, if you are waiting for the old board to give the new board permission or instructions, you're going to be waiting forever. I am assuming that the committee has a continued existence beyond the change in membership of the board. Mr. Katz's question suggests that he is not willing to make that assumption,

@Tom Coronite said I had the same problem. It seems the settings for this forum only allowed you a member title after reaching a certain number of posts (5000, I recall). Administrator SG changed that so it should work for you, too, now. I recognize that this is an old thread, but wanted you to know.

Guest Mike, your question was answered here, where you asked it previously

Chuck, while I also feel you should buy a copy of the current edition of the book, I don't believe in keeping you in suspense: "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 mistake deference to the feelings of unsuccessful candidates were or members of the losing side." RONR 11th ed, p. 418, lines 26-31 The tellers' report indicates the total number of votes cast and the number of votes that each candidate received as well as listing any illegal votes cast.

We are all speculating here because this depends on what the exact wording in your bylaws is about these three readings. However, one wrinkle that may come up if you try to delay the third reading is that it may be necessary that these three readings occur at consecutive meetings. In other words, if you skip a meeting you may have to go back to the beginning and give three readings again. I say this because the three readings seem basically to serve the function of giving previous notice of the motion. If you can interrupt the three readings, then you are effectively defeating the purpose of it being read three times: so that people who may not attend every meeting can know when it will come up for decision.

I also expect that is what Guest Nick meant. But the more time I spend on this forum, the more I realize that not everyone shares my clear, logical, and correct understanding of the world. 😀

Please clarify. By "roll call" do you mean a roll call of attendance that was done at the beginning of a meeting? If so, the member can participate in any votes that occur while they are present. If you mean that the member was not present when a vote was taken by roll call but arrives later in the meeting and wants their vote on that item recorded, No. "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..." (RONR 11th ed, p. 423, lines 17-20)

Yes, page 337, line 2. But Dying ≠ Losing

Yes, you could censure the chairman. You could even take action to remove the chair. You could also direct someone else to execute the motion.

The VP is now the President (automatically, unless your bylaws say otherwise). I agree that you should now follow your bylaws as they apply to calling of special meetings (Can the President call them by themself?). Following the bylaws includes following the notice requirements. It's up to whoever has the authority to call the meeting to decide whether they think quorum will show up if it's before Xmas.

Mr. Katz seems to be equating "decision" with an original main motion, that is something that introduces a substantive question as a new subject. I cannot find anything in RONR that supports this definition. On the other hand, on page 402, there is a much more expansive use of the word decision to indicate anything that is being voted upon.

You answered your own question in your first sentence. I don't see that your bylaws give you any leeway or reason to think that "All decisions" means anything other than all decisions. So, yes: and, regarding Suspend the Rules, yes: Yes, the bylaws would change that.

Duplicate post

Yes. FWIW*, I'm inclined more to Camp B's position after reading the quote. * it's not worth much because it's up to your body to interpret your language

Interpretation of ambiguous bylaws must be done by your organization itself. That being said, it depends on exactly what your governing documents say about the disbanding of the affiliate. If you quote those exact articles, some on the Forum may give you an opinion. By the way, unless your governing documents say otherwise the decisions taken at the meeting take effect immediately, not at the end of the current meeting. Both camps are inaccurate when they refer to the end of the current meeting as the time when actions become effective.

I suggest that this group keep separate minutes for each role that they are playing (eg: building authority, reinvestment agency, special service district, etc). The idea is to keep clear what hat they are wearing and what authority they are claiming when they take certain decisions. The council seems to recognize that it is not doing all of these things as the council - otherwise they would just do it in one meeting - so it would be best if the minutes reflected that. This will also make it easier to find the decisions that this group took in the future. I agree with you that recessing the council meeting is preferable to having several adjourned meetings in one day.

Your statement is a bit unclear and I don't want to assume. Are the Board of Trustees trying to have a vote without allowing the opportunity to move any amendments? If that is the case, then GWCtoD is correct. If they want to have a vote without any debate as well as no amendments, then Mr. Mervosh is correct. Otherwise, you are describing the standard way to consider a revision. There will be one motion to adopt the revised bylaws. RONR says this should be dealt with seriatim, one section at a time, with the opportunity to amend each section as it comes up. After the seriatim consideration, the revision is open to any amendments anywhere in the document. And, finally, there is one vote on the revision (with any amendments that have been adopted).

Thankfully, Mr. Miller posted this as a new topic before being called to order by the moderators.

The Secretary. If the organization has such a custom, the President may also sign.

So, to recap, based on what you have told us, the parts of the bylaws you've quoted, and RONR: some members of the Board want you removed as President. You stated These conference calls were not proper meetings of The Board. These were informal conversations where a group was discussing things (We assume they were discussing strategy and tactics to cause your removal). Some people have told you they want you to resign and threatened that they would move to have you removed if you do not resign. If they want to go ahead, then they need to move a motion for your removal. They can wait to do that at the next or any regular board meeting. Or they can require you to call a special meeting by having 2 of them send you a written request to call one (or send the request to the secretary). That request should include the purpose of the special meeting (ie: they need to specify that they will make a motion for your removal at the special meeting). If they make the motion at a regular meeting, on the other hand, they do not have an obligation to give notice. In either case (whether it is at a regular or special board meeting), the motion, to be adopted, requires a majority of your board's entire membership to vote in the affirmative, even if some are absent and/or some abstain.

Keep looking. And don't limit your search to "special meetings". There should be a provision or sentence or paragraph that talks about meetings of the board of directors. It may not specify regular meetings versus special meetings but that is the provision that you were looking for.

Yes, I saw that But it only covers the notice required for a special meeting of the Board. I suggest you look again through your bylaws for information regarding who and how a special meeting of the Board is called. I would start with the Article dealing with the Board of Directors.