Atul Kapur

The bylaws require you to hold three meetings a year. BUT the bylaws further require you to hold monthly board meetings, "[u]nless the Board of Directors determines otherwise." That means that the board has the authority to set a different schedule of meetings, as long as they hold the minimum required three meetings. Has your board "determined otherwise"? This would require a motion adopted by the board that either sets a different meeting schedule or determines the particulars of the next meeting at the current one. Has your board done either of those things? If not, then you should be meeting monthly.

I believe that what should have happened is that, once the nominees withdrew (presumably between the May and Annual meetings), the nominating committee should have met again to nominate new candidates. This is based upon RONR (12th ed.) 46:17 "A nominating committee is automatically discharged when its report is formally presented to the assembly, although if one of the nominees withdraws before the election, the committee is revived and should meet immediately to agree upon another nomination if there is time." As the bylaws are silent as to what is to be done in this situation, I believe that this paragraph should be followed.

The potential "hiccup" that I see is if the maker presents an amendment and the chair accepts it without (a) confirming that there is no objection, or (b) processing it like any other amendment. If that occurs, then a member of the body that is meeting should raise a point of order. (Of course, the chair is also obligated to check if the proposed amendment falls within the scope of notice.)

Okay, ignore the word "friendly." Problem solved.

Regarding the questions @Gary Novosielski didn't get to: Once the motion has been stated by the chair, then the mover, like any other member, would have to move an amendment. No, not at all correct. Only members of the body that is meeting can move an amendment. If this is a membership meeting, then members of the board are participating as members of the organization and have no more rights than any other member of the organization.

The board could adopt a motion requiring or ordering the chairman to provide the documents. Who is paying the attorney / who is the attorney's client? If it is the organization, then the attorney should take instructions from the body authorized to make decisions for the organization should be the body giving instructions to the attorney; I doubt that this is the chairman alone.

Any challenge to the declaration of the result needs to occur in a timely manner. This is too late. As others have said, it passed unless you have special rules regarding voting.

The person who drafted the minutes should sign them. The president may also sign. I don't see any sense in having the "secretary"sign something they had more part in creating, just because of their title.

What makes you say that the process proposed is occurring outside the context of a meeting?

Because this is a City Council, the distinction between a session and a meeting may be important as to how long the motion can lay on the table and still be taken up. I have seen a few (very few) City Council's that define a session as a year long. But on the main point, I agree with Mr. Martin that

I just want to make clear that these two actions do not have to occur in a particular order. That is, the membership does not have to wait for the board to act and can remove the person as a member of the board whether or not the board removes them as president.

Josh, I am certain that, in addition to the advice that "it would be reasonable to ...follow the intended cross-reference" (which I agree with), you are also advising them to formally amend the bylaws to correct the cross-references as soon as they can.

As stated previously, no one can force a person to resign a position. Whether the president can remove that person from their position depends on your rules. Who or what body has the authority to appoint/elect the chair and members of that committee?

You are calling a meeting of the membership, not of the board of directors. What do your bylaws say about that?

The difference between the motion Lay on the Table and Postpone Definitely is that Postpone is debatable. Lay on the Table (or "Table") is often misused to kill a motion, that is to stop debate and not decide on the motion under consideration. If it were postponed to a certain time, then it would come up for debate at the specified time automatically.

Then I would say the person, if otherwise eligible, is free to run for a 2023-2026 position even though they currently hold a 2021-2024 position. If elected to the '23-'26 position, this person would presumably resign the '21-'24 position, creating a vacancy for the last year of that term.

As Mr. Honemann said above, this prohibition is not found in RONR, so it must be from a higher-level authority.

That seems unnecessary. Even if you agree that these are two incompatible positions, rather than two equivalent positions, then there is no requirement to resign from the one until and unless the person is elected to the other as well. And I disagree that "Director, term 2021-2024" is identical to "Director 2023-2026."

33:2(1) and 33:3 appear to me to clearly state that a parliamentary inquiry would be in order.

From a parliamentary point of view, @Josh Martin is absolutely correct. However, this sentence gives me pause Usually, the "new information" doesn't change the agreement itself, so is irrelevant -- for example, after crying poor during negotiations, the employer announces a huge profit the day after ratification. This doesn't change the CBA, just members' feelings about how they voted. But if, as you say, there are actual changes to parts of the proposed CBA that was voted on, you may need to hold a new vote on the changed agreement.

41:10 "A formal motion to approve the minutes is not necessary, although such a motion is not out of order." 41:11 "The minutes are thus approved without any formal vote, even if a motion for their approval has been made." This ignores the fact that committees normally do not keep minutes, as it sounds like your committee is working more like a board.

Since they are a group of separate, independent motions and any of them could be pulled out for separate debate and vote, it appears to be the most transparent thing would be to list them all individually. Otherwise you risk being attacked as trying to hide something.

Apparently this election is occurring outside of a meeting and by email, mail, or the equivalent. Where are the rules governing this process? What body do these rules authorize to conduct the election?

Do you have more specifics about what behaviours are creating this environment? They may be addressed through points of order or privilege, depending on the transgression, but there are limitations depending on the chair's rulings and the body's vote on any appeals.

Even if the rule didn't provide for its own suspension by a majority vote, it seemed to me that the exact same result could be reached by, in the special meeting, making a motion to go out of executive session as a question of privilege; such a motion would still only require a majority vote. (This motion would be debatable, as opposed to suspend the rules, so there is one difference, but the outcome is the same.) Or are you reading @Josh Martin's special rule to say something else?