Atul Kapur

If the Officers obstruct proper calls for meetings, try to prevent business from being properly introduced, and ignore properly adopted motions, then you may want to consider disciplinary measures. You may want to try to get the state party involved.

I'm not a fan of "either" because there may be confusion about whether that means either of the two members. How about The Society must appoint at every AGM either (i) a duly qualified accountant, or (ii) two members of the Society to audit the Society's books, accounts, and records for the [current/previous/next] year. The accountant or two members must report the results of the audit by the [date] meeting.

This forum doesn't deal with legal. RONR has no restrictions on eligibility to be elected to office based on familial relationships. Every individual member has equal rights, including the right to one vote. If you want to introduce some restrictions, you will need to do so within your governing documents.

In case that is not the desire of those calling for a special meeting: The meeting may, by a 2/3 vote, suspend the rules and remove the president from the chair and appoint another individual as chair; this is temporary and only has effect for the current meeting. See 47:13 and 62:12-62:14. If the president and vice president (and anyone else who is listed in your rules as being in the line of succession of chair) agree, a motion to appoint a temporary presiding officer only requires a majority vote. Either of these have to occur at the meeting itself. While you can plan out your strategy to do this ahead of time, these motions can only be made at the meeting itself, not beforehand.

Only partially. The assumption that formal disciplinary procedures are required in the OP's situation has not been confirmed and, in fact, the statute cited suggests that disciplinary procedures are not required. Assuming this is from B.C.'s Societies Act, the act's definition basically means a 2/3 vote is required to adopt the resolution (details omitted).

The answer will have to be found in the organization's own rules, or interpreted by the organization (RONR says by the meeting where the election is held). If these votes could affect the results, the tellers committee should report them (without revealing the vote on the ballot or how it may affect the outcome) to the meeting to arrive at a decision. See 45:33 for a related procedure that may be helpful. I have seen organizations set a "Date of Record" and eligibility to vote is determined by whether an individual is a member on that date.

Assuming that disciplinary action is allowed at this time; and Assuming that the correct body considering whether to take this action and that it is the same or superior body to the one where the alleged misconduct occurred, then I definitely recommend that the consideration of discipline also be done in camera.

This appears to be an almost exact quote from B.C.'s Societies Act rather than your bylaws (even to the Section number. Some words in paragraph 1a and subsection 2 have been omitted). Before attempting to interpret this: Do your bylaws say anything else about the removal of directors (as referenced in paragraph 1b)? Please also provide the exact language about the term of office of directors.

As you interpret your rules, recall that an interpretation that leads to the absurd conclusion that nothing happened is to be rejected in favour of a non-absurd interpretation (generalizing from Principle of Interpretation 2 in RONR)

I agree with the director and Mr. Martin that it would be better to have separate ballot papers for each of the two executive session portions. To be excruciatingly clear, each ballot should be completed and ballot papers submitted immediately after the related executive session concludes.

I agree. My concern is that a chair or assembly might not notice the discretionary aspect and not allow an opportunity for such a motion to be made.

I agree with @Joshua Katz, but note that the word "may" is troublesome, because it signals discretion. If it may be declared by acclamation, then who decides whether to do so? Using what criteria? It would be better to say unequivocally that this is what will happen, assuming that that is the intent.

It sounds like you are under the jurisdiction of some "open meeting" or "sunshine" law or that your governing documents require open meetings. You will need to check those to determine what your organization is required to do, as they override RONR. For that reason, RONR does not have answers for your specific questions.

Are they actually taking votes and adopting motions in executive session (as far as you know or have been told)? If they are just talking, then there isn't actually anything to record in the minutes.

Why is that? We are told that there are no term limits. This is effectively the same as re-electing the president. The OP states that they "are supposed to have one person as President and another person as President-elect to prevent the President from serving two terms," but, based on our limited insight into their documents, there doesn't appear to be anything in the bylaws that supports such a prohibition or creates an ambiguity. Looking forward to hearing more of your chain of logic.

It may be helpful to remember that the motion to substitute is a type of amendment. All amendments are voted on before the motion that they are amending is voted on. Say the main motion is "That we go to Canada next year for our summer vacation." A motion to substitute is made "That we spend the money in our Summer Fun Fund on building a pool in the backyard next year." You would first vote on whether the substitute motion (pool) should be substituted for the main motion (Canada). When the motion to substitute is defeated (Canada is awesome!), then you would vote on the main motion. See you up here next summer.

If the motion adopted at a membership meeting is truly in conflict with the bylaws, then a point of order can be raised at a membership meeting. Because this is a continuing breach, the point of order can be raised at any time that the motion is still in force and effect. But, according to RONR, no, the motion cannot be rescinded outside of a membership meeting. Your governing documents may give another body, such as the board, authority to do this but that would be unusual. Can you share the exact wording of this part of the bylaws? I would be surprised if it led to the conclusion that filling vacancies is an authority exclusively reserved to the board (that is, that the membership is not allowed to do it).

You tell us that the president wants to receive the minutes in advance of any other board member. We reply that RONR does not give the president the authority to demand or require this. She can ask but the secretary has no obligation to agree to this request. Regarding the purpose of the request: RONR does not give the president the authority to approve—or even review—the minutes before any other member of the board.

Well, this may change things. Could it be that the motion is in conflict with the current bylaws? That is, it would require a change in the bylaws to be allowed to do what the motion calls for? If that is the case, then the point of order that you would raise is different; it is that "a main motion has been adopted that conflicts with the bylaws" based on RONR (12th ed.) 23:6(a). If you can share more details about the motion itself, you are more likely to get a more specific reply. Oh, and when you do, please fill in the details I requested about how the vote was actually taken.

Do your bylaws actually require these two things? Does this mean that no one objected, what RONR would call unanimous or general consent? If so, then it met (exceeded, even) the 2/3 threshold. I interpret "voice vote," to mean those in favour were told to say "Aye" and those opposed to say "No." That us inappropriate if the motion required a 2/3 vote. That is why I ask for clarification as to how the vote was done.

Sure.

No, and they probably should not be exactly the same, because of important differences between the two. However, using the national language as a pattern is often useful, as it can prevent inadvertent discrepancies that can later cause confusion (for example, if the types o membership are different between the two). See RONR (12th ed.) 56:6, quoted below, particularly the part that I have highlighted. Some national bodies also provide templates for the local chapters Importantly, the local chapter bylaws cannot conflict with the superior level governing documents. RONR (12th ed.) 56:7, quoted below, provides more detail.

Your bylaws take precedence over RONR. According to your bylaws, Special Rules of Order also take precedence over RONR, but yield to the bylaws. This is also the standard hierarchy listed in RONR: Bylaws Special Rules of Order RONR Custom If there is a conflict, the higher ranked authority prevails Do you have a question about a specific situation or event?

What us the exact language in your bylaws regarding Robert's Rules / parliamentary authority?

Quorum refers to the number of members present; whether they vote or abstain, they are present. Sounds like you had three members present and a 2-0 vote.