Atul Kapur

Yes, if the rate is being changed, that is amending something previously adopted. That particular motion is adopted if the vote meets any of the following three thresholds: a 2/3 vote if previous notice was given, a majority vote the affirmative vote of a majority of the entire membership.

I am saying that that the bylaws are not and cannot be "in violation" of RONR. The work around makes no difference to that answer. There is no requirement that the bylaws need to be in accordance with or follow the rules or spirit of the rules within RONR. There is no requirement that the bylaws need to be in accordance with or follow fundamental principles of parliamentary law. "...an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules." RONR (12th ed.) 2:2 If there is a conflict between the bylaws and RONR, then the bylaws prevail. "the bylaws ... comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one." RONR (12th ed.) 2:12 Special rules of order also supersede RONR. "Special rules of order supersede any rules in the parliamentary authority with which they may conflict." RONR (12th ed.) 2:16 The only requirement is that the adoption or amendment of bylaws or special rules of order must follow the rules on how to to do those. (2:2, quoted above) The bottom line is that the provision requiring multiple readings in your bylaws is valid, no matter what RONR would provide.

By definition, the bylaws cannot violate RONR, as they are higher in authority than RONR. As for a "work around," you appear to have provided the answer yourself: "unless readings are waived by two-thirds (2/3) majority of the Board (6)."

Unless otherwise stated, that is the threshold for any decision. Do the bylaws set a different requirement?

I lean in the other direction, that the rule stating that the vice president automatically ascends to become president is controlling. I would state that the general statement about "taking one year off" for all officer positions (making it a general statement) yields to the specific statement about who fills a vacancy in the office of president. Practicality also pushes me in that direction. This articulation is tentative: If the immediate past president was prohibited from ascending from vice president to president — because of the "one year off" rule — then a point of order should have been raised at the time of the election that the individual was ineligible to serve as vice president because they would never be able to fulfill the duty assigned to them in the bylaws (and in RONR 47:28). By electing this individual, the organization effectively interpreted the bylaws as allowing this vice president to serve as president if a vacancy occurred. I agree.

Is this a lifetime maximum or just that the officer cannot serve consecutive terms? If no individual is permitted to serve more than two years as president, it would seem unwise to allow a past-president to serve as VP. I agree with Mr. Elsman that the answer will be found, if anywhere, in your organization's own bylaws. If you wish assistance in interpreting g them, please provide the exact language of the relevant portions.

RONR does not require any delay between the close of nominations and voting (but keep reading for the additional step that may be required). You mention a "slate of nominations." If this means the nominating committee's report (with a recommendation for each vacant position), then RONR advises "The time at which the nominating committee’s report is made is a matter to be determined by rule or established custom of the particular organization—depending on its own conditions. In some societies this report is not formally presented to the voting body until the election is pending; but in any organization where advance interest in the election may develop, the nominations submitted by the committee should be made known to the membership earlier. These nominations can be sent to all members, for example, several days before the regular meeting—usually the election meeting itself—at which the chair calls for additional nominations from the floor (see below). The report should always be formally presented at a regular meeting, even if the names of the committee’s nominees have been transmitted to the members of the society beforehand. Sometimes—in societies that hold frequent regular meetings—the nominating committee’s report is presented at the regular meeting preceding the annual meeting (9) at which the election is to take place." RONR (12th ed.) 46:14 Also note that , while there need not be any delay, there must be an opportunity for nominations from the floor: "After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor." 46:18 It would be best for your organization to adopt rules on this, if they haven't yet done so.

"They [the board of seven directors] shall have the power ... to remove by majority vote of the board ... any of them ...." "Them" appears to refer to the members of the board themselves. I cannot see any other group that is not otherwise specified in that unfortunately long and poorly punctuated sentence. Employees, members of subcommittees, and members of the club are all specifically mentioned, leaving "them" to apply to the board members themselves (56:68(4) tells us that the word must be there for a reason).

Generally, it is the person presiding over the meeting at the time who refrains from voting in order to preserve the impression of impartiality. So it is connected to the duty of presiding, rather than the title. You mention the size of the committee. However, this rule against the chair voting does not apply to committees at all, no matter the number of members present. The small board rules in 49:21 "are applicable during the meetings of all standing and special committees, unless the committee is otherwise instructed by the society" 50:25 (emphasis added)

You appear to be using "pro-tem" as a verb and a noun. Under RONR, it is an adjective. Can you explain more fully what you mean by "pro-tem for a senior vice president"? Is the senior VP position vacant or is the senior just absent for a period of time? What do your bylaws say about filling vacancies? Do they say anything about temporary absences?

Do you have a question? Please note that "reconsider" is a specific motion under RONR and that it is too late to reconsider a rule that was passed at a previous meeting. It can be amended or rescinded.

Unless your bylaws have a specific provision for filling a vacancy in the office of president, then the vice president automatically and immediately ascends to fill the vacancy and becomes the president. This leaves a vacancy in the office of vice president which should be filled.

If your rules or custom require attendance to be recorded in the minutes, then you could use "absent" or "not present." There is no need to use Latin (or, if there is: Nihil opus est uti Latin)

Well, other than 59:73, which I mention because I see a lot of parallels between the OP's description and the process of resolutions automatically submitted to a resolutions committee before a convention. Continuing the parallel, depending on the specific rules of the OP's organization regarding who is eligible to submit a resolution, 59:80 would allow the motion to be stated "as if it had been moved and seconded in the assembly before being referred to the committee;" that is, without a mover (let alone a seconder) at the meeting.

Hello Guest Carmen. While I agree with Mr. Martin that we deal specifically with RONR here, I will note that you are quoting a section of Ontario's Corporations Act (OCA), rather than the Not-for-Profit Corporations Act (ONCA), which is likely the applicable legislation for your "not for profit corporation for a tennis club." (In fact, you appear to be quoting a section that specifically applies to Insurance Corporations.) You will want to consult a lawyer familiar with the ONCA.

The OP tells us that the bylaws specify that planning sessions are for a particular purpose and "will be open for attendance by Members who will not be allowed to comment." [emphasis added] I seem to recall that this is different for meetings of the board, where members are allowed to comment (on some matters, at least).

Well, fortunately, it's a hypothetical question because the substitute is not in order (probably because it would otherwise lead to unreasonable situations and arguments as this). Since it is hypothetical, I'm going to disengage at this point.

Are you saying that Abner would not be allowed to vote on an amendment to strike Abner and insert Bey but that Abner could vote on a substitute that included Bey but not Abner? That seems unreasonable.

Was this post meant to be a reply to this thread? https://robertsrules.forumflash.com/topic/42293-credentials-committee-minority-report/

Yes. I agree with @Josh Martin that a motion to substitute the minority report for the credentials committee report, as in your OP, is not in order.

The specific rule in 59:24 on the scope of an amendment to a credentials committee report (as cited by Mr. Martin above) appears to supersede the general rule on minority reports being proposed as a substitution of the committee report in 51:70.

I was commenting on your post at 9:01 pm which quoted Josh's post timestamped 1:54 pm. The reply that I referred to is timestamped 3:57 pm. And to keep everything in chronological order, your post that I replied to is timestamped 9:01pm.

Am I the only one who doesn't understand the bolded part of the last sentence? Is there a word or two missing?

It is also important to continue and read on to the post immediately following the one you replied to, where all is explained and confusing responses can be avoided. 😉

I believe it's important to emphasize to the OP that the motion is not automatically rescinded or rendered null and void because it is now discovered (or believed) that "invalid information was given to obtain the positive vote." The motion adopted remains in force and effect until a motion to rescind it is adopted.