Atul Kapur

No. Basically. That's what I was getting at in my previous response. The bulaws committee may make their report, including the recommendation to append the appendix, as if the motion to "deny" never happened. If someone objects to the bylaws committee's motion, on the grounds that it was dealt with and "denied" at the previous meeting, then the chair should rule against such an objection (which is actually a point of order) because the denial was not a proper motion and is effectively "null and void." Rather than stumbling, you (or the chair or the organization) may wish to obtain a formal parliamentary opinion from a professional parliamentarian regarding the events of the previous meeting with recommendations on how to proceed at the next meeting.

Do your (written) rules require two readings and forbid debate at first reading? If so, then it appears that the first reading is effectively what RONR calls a requirement for notice of motion. Debate or motions are not in order at that time, so I agree with @Josh Martin. Someone could argue that this motion was effectively equivalent to Discharging the subject from the Bylaws Committee and defeating the proposed appendix. However, this motion in this situation would require a 2/3 vote or the affirmative vote of a majority of the entire membership of the body that was meeting and we have no evidence that either threshold was achieved. So, at the next meeting, the bylaws committee could report and make a recommendation to add the appendix to the bylaws. If someone raises an objection that this was rejected at the previous meeting, that would be a point of order and the chair would rule, subject to appeal. I would advise the chair to rule the point "not well taken" (i.e. rule against the objection) and place the recommendation/motion on the floor for consideration.

Under some corporate statutes, a director who dissents may demand that the dissent be recorded in the minutes. By having it recorded, the director may be relieved of liability for the decision. I don't know if that applies in this situation, but the dissenting director may be thinking that this applies or may just have seen ut done elsewhere and believe that it is a right.

I'm disappointed, Joshua. Normally that would be the correct answer, but -- on this RONR forum -- the answer has to be "not more than about a dozen"

This sounds similar to some corporate statutes that allow directors to "sign off," i.e. give approval to, actions taken at a meeting where they were not present; some statutes even allow directors to waive notice after the fact. But this is, as Mr. Martin notes, very different than approving the minutes. Be very careful, Guest Sunni, that you aren't signing something under the impression or advice that you are simply approving the minutes when you are actually approving the actions taken/motions adopted at the meeting.

Your notice was deficient. "Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent." RONR (12th ed.) 56:34 [emphasis added] If notice was sent on Thu, then the 5 days are Thu, Fri, Sat, Sun, and Mon. The meeting can be held on Tuesday or later. I make no comment on whether email satisfies the requirement in your rules.

Once the office of president is vacant, the 1st VP automatically and immediately becomes the president, and the other VPs automatically and immediately move up in rank. There is no opportunity to decline. The new president (formerly 1st VP) now has the option of resigning as president, but would not then return to being 1st VP -- they would no longer hold any office.

They could, but as these are meetings of the entire membership, rather than a board, they would need to adopt a rule to do so. RONR (12th ed.) 2:16

Not according to RONR. The amendment, which is the immediately pending motion, must be disposed of (usually by voting and deciding on it) before voting on the main motion. The details of open or executive session do not affect the answer.

Someone has to receive the nominations and place the names on the ballot and post it on the website. Apparently, for your organization, that's the nominating committee. As well, you tell us that "voting members in good standing may be nominated." Presumably, the committee would verify that status. Some organizations use "slate" to mean a list of one candidate for each vacant position. Others use it to mean a list of all nominees for the vacant positions (usually all qualified and eligible nominees). From the excerpts you've provided, it appears that your organization uses the latter meaning. While that is quite clear to me, if your organization feels it is ambiguous, it would be advisable to amend the bylaws to be more clear.

RONR assumes that each member of the organization is equal and has one vote. It's rule is that two separate members should move and second a motion for it to be considered. It does not contemplate weighted voting, so it makes no allowance for it. So, following RONR, I would say any of the 7 of you can move and any of the other 6 can second, even if that means two of the nephews/nieces. If you don't find that appropriate, then you can propose a special rule to guide yourselves.

The chair would have to ensure that the vote on the consent agenda met the threshold to adopt bylaws amendments, or could do a separate vote on consent agenda items that require a supermajority. If notice is a requirement, then it will be known when the consent agenda is constructed whether that requirement has been met. So I don't see either of those issues preventing or discouraging the placement of bylaws amendments on the consent agenda. There is also no requirement that there be debate on them or that they each be voted on separately. Discouraging its use even when it would be beneficial seems to me to be emphasizing process over substance.

If a consent calendar exists and it incorporates by rule the provisions mentioned in 41:32 (ie: adopted in gross without debate or amendment), then I see definite purpose and benefit to handling non-controversial bylaws amendment this way, as long as there is also a provision that any item or items may be removed on demand and processed in the usual manner. In fact, I have seen one of the administrators propose handling several bylaws amendments this way and thereby saved much time at a meeting; I have since copied his example to great benefit elsewhere.

I think @Rob Elsman has hit on the issue here: who determines when the president is a "non-resident" and how is that determination made? Once that is determined, the president is no longer president and the VP automatically ascends to become the president. So that is the question the organization needs to answer for itself.

If you accept Josh and Gary's assumptions that this should be treated as a nomination and election of a candidate, then 46:1 advises it is "not proper."

@Gary Novosielski and @Josh Martin, I believe you are both assuming certain answers to @Shmuel Gerber's questions. I, also, gathered from the OP that the nominating committee submitted one name and the question was on appointing that individual to fill the vacancy. I agree that this is not proper under RONR, but I await the OP response whether that is how the bylaws require it to be done.

To avoid confusion, you could call it a Forum or a Town Hall to discuss the proposed revisions. If that would cause confusion, don't do that. By the way, I hope one area being changed is to the sections on amendments. It currently says bylaws can only be amended at the annual meeting and that notice of constitutional amendments can only be given at the annual meeting. It was only by reading them together that I arrived at my advice above. You may want to specify when constitutional amendments are to be debated and voted upon. And you may want to combine them in one document if the requirements to change them are the same.

Based on the language you have provided, the answer to your question is no. At the January 2024 annual meeting, you will start to consider what was presented or read at the January 2023 annual meeting. At the '24 meeting, amendments to the proposed revision can be made and adopted while the revision is under consideration. The entire procedure, including final adoption of the revision, can be done at that annual meeting. Nothing stops you from informing others -- before the annual meeting and as soon as now -- of the amendments you plan on proposing and discussing them informally.

The seconder receives no preference in speaking order. Correct

@Tomm, you have repeatedly posted about provisions which you object to and feel are violations of members' basic rights. So I wanted to reinforce Mr. Martin's reply Whether we think that these provisions are good ideas or not does not affect their legitimacy (notice I didn't say "legality").

Except that the bylaws have a different method. As I've noted earlier, we have found precisely where we disagree. Previous experience tells me that neither of us will be swayed to the other's position so I won't argue further with you on this, although I'm sure others will be happy to participate.

Challenges to the declared result of a vote, under RONR, must be made immediately with only a couple of exceptions that would allow for a delayed challenge. None of those exceptions appear to apply here, so it is too late to challenge the vote result. A member can move to rescind the decision or amend it. Different vote requirements apply to those motions. See §35 for details.

But they do not, so I'm not clear how you arrive at the same conclusion. It is a replacement mechanism to the trial process in RONR. It is a very simple one, but it is a replacement, nonetheless. This is where we disagree.

I don't know why you feel that the specific inclusion of language in the bylaws is meaningless, which it is under your interpretation (it adds nothing to what is already in RONR). They have added a mechanism in the bylaws. If they wanted to have that include a trial, we must presume (by the principles of interpretation) they would have added it.

No. Just like there's no crying in baseball, there's no rounding in parliamentary procedure. Don't try to convert it to a percentage. Just look at the fraction. Is the affirmative vote at least 2/3 of the total? A trick is to see if the affirmative vote is at least twice the negative vote. And, while it doesn't matter to the parliamentary question, immediately fire the "mathematician" who is trying to tell you that 66.2 rounds to 67 rather than to 66.