Atul Kapur

Please share what your governing documents say about the term of office of board members, as well as any provision that may exist about the removal of members. Please provide the exact language.

This most closely resembles a motion to Reconsider the vote on the election, but it is not clear from the information provided whether that would be in order at the time it was made.

You will need to check your corporate governing documents and any .law (such as the corporate code or Corporations Act) that applies to your corporation. Be sure to check if there are any provisions that apply specifically to a corporation 100% owned by one person. This is a forum on Robert's Rules of Order, Newly Revised (RONR). Did your corporation adopt RONR as its parliamentary authority?

I don't read anything in what you shared that suggests appeals are prohibited. I repeat my suggestion that your board engage in training by a professional parliamentarian. It doesn't have to be a long session to be worthwhile. It could start with a summary of where the proposed rules repeat, unnecessarily, what is already in RONR; I suspect that there is a lot of misunderstanding of what RONR says and doesn't say.

It sounds liken ou and the board would do well to have a parliamentarian give a course on Robert's Rules of Order (RONR). Many of the proposed rules reproduce (to various degrees of accuracy) what is already in RONR, so it can only cause confusion to adopt them separately (as it will be a problem where they differ inadvertently). On the other hand, because these rules are so similar to RONR, I am not sure why you see them as dangerous. Again, it makes me believe that there is a lack of knowledge of what RONR already provides. The president cannot rule a motion out of order on a whim, but should give a reason. Sure there is. Read about the motion Appeal from the decision of the chair.

It sounds like you are reading this to say that there needs to be 2 (or 3) meetings of the board, because you appear to be describing multiple board meetings. However, I read it to say that you need to present the amendments at a meeting of the membership and then again, at the next membership meeting, where you will vote on the amendment. You may be already doing it that way, but the description wasn't clear.

After the slate is presented, there must be an opportunity for further nominations from the floor; this gives an opportunity to nominate one or more people. If you find that there is no one willing to lead, then yes, this may be an indication that it's time to dissolve. Alternatively, are there some aspects of the position that could be transferred to others? Perhaps the duties of the office have unnecessary and onerous tasks.

It does, in that particular situation (director removed by the membership). I do not believe that this applies to the other two situations, removal by the board or desth/resignation of a director. The wording makes clear that the non-requirement of notice only applies to the first situation (removal by membership).

What did the chair declare as the result of the vote? The secretary doesn't have the authority to declare the result. You are correct that the default is majority of votes cast that express a preference (i.e., ignore abstentions).

In that case, the body that adopted it will have to interpret it. My question was aimed at understanding whether this was a properly adopted special rule, which will need to be followed, or just "advice."

The 2⁰ amendment is more than just a nullification of the 1⁰ amendment, unless the June 1 meeting was originally planned to be virtual, so the 2⁰ amendment is in order. If the 2⁰ said to insert the word "not" before cancel, that would be a nullification of the 1⁰ amendment and would be not in order.

A) Many organizations have bodies that are named 'committee' but actually are more int the nature of boards and should operate as such. I'm not certain this applies to your organization but it may certainly apply to at least some. I'm not certain that I agree with your (1) where you say "These notes can, and in most cases, should also include what was said rather than just what was done." That is not in keeping with the notes being "in the nature of minutes."

Was this "ground rule" adopted as a special rule of order for the meeting, or generally for all general body meetings?

I agree that it appears to be a requirement for a vote by mail. However, I didn't want to confuse the explanation, so I just took it as read; I don't believe a different concept requires any change in my response.

To clarify, the remarks I made above are actions for "the 3" to take: If someone moves to accept the resignation, then the member who "resigned" can rise before the motion is stated and interrupt the proceedings to raise a question of privilege to withdraw the resignation. The deadline for that is before the chair states the question, which is the third step in processing a motion: 1. A member makes ("moves") the motion 2. A member seconds the motion 3. The chair states the motion. If you are beyond these steps, then it sounds like you need to consult an attorney. I cannot assist in finding an attorney with experience in this area in your jurisdiction.

I don't understand how this connects with the items being discussed in this thread.

The president is the correct person to make this interpretation while they are presiding over the meeting. If someone disagrees and wants to allow the motion for a mailbox ballot, that member should appeal from the ruling of the chair. This motion requires a second and is debatable, after which the meeting votes on the question "Shall the decision of the chair be upheld?" It requires a majority in the negative to overturn the chair's ruling. The fact that previous presidents have allowed the motion for a mailbox ballot does not affect the current president's authority to interpret it a different way; that is, the previous presidents' practice does not set a binding precedent. It is only the meeting that has the power to overturn the chair's ruling. By the way, once the meeting makes its decision, that should be recorded in the minutes; it does set a precedent, but not necessarily a binding one. The other thing to do is to amend the bylaws to clearly reflect the preferred interpretation.

So, as was said by others, this is a question of interpreting your bylaws. This can only be decided by the organization itself, at a meeting (unless you also have an article in your bylaws about who does the interpreting). For what it's worth, I believe a bylaws amendment cannot be submitted to a mailbox ballot but must be decided at a meeting. This is because I agree with the response above that the article on bylaws amendments supercedes the one that allows submission to a mailbox ballot, because of a principle of Interpretation in RONR that says "a general statement or rule is always of less authority than a specific statement or rule and yields to it." RONR (12th ed.) 56:68(3). Here, the article on how to amend the bylaws is more specific than the general rule that important matters get submitted to a mailbox ballot. Again, this is my opinion, but only the members can decide (Principle 1: "Each society decides for itself the meaning of its bylaws,") Out of curiosity, who decides, and how, whether an issue is "critical ... with a potential for wide-ranging consequences"?

To start, the exact wording of the two sections of the bylaws that you referenced in your original post and

Creation of new bylaws for an organization that is coming into existence? Majority. Revision or substitution of existing bylaws? The same requirement that the bylaws provide for amendment. If the bylaws are completely silent, then either - previous notice and a 2/3 vote; or - the affirmative vote of the majority of entire membership (of the full organization, if this board is not the full organization).

RONR has nothing to say on the process of granting membership. These are decisions for your department to make. That sounds like a question for your lawyer.

Yes. RONR (12th ed.) says

Please quote, exactly, what your bylaws say about terms of office and about filling of vacancies. How, exactly, do your bylaws define this position? How, exactly, do your bylaws define these officer positions and how they are elected? For example, are the officers elected directly by the membership or are they first elected to the board then the board elects the officers (don't paraphrase or explain what your bylaws say - please quote them exactly)?

The current rule is so badly worded that I can't make any sense of it, so I didn't dare hazard a guess as to what it means - more power to you that you tried.

It's odd, because we're offering solutions based on RONR, but the assumption is that the chair isn't adhering to those rules. In any case: If someone moves to accept the resignation, then the member who "resigned" can rise before the motion is stated and interrupt the proceedings to raise a question of privilege to withdraw the resignation. The deadline for that is before the chair states the question, which is the third step in processing a motion: 1. A member makes ("moves") the motion 2. A member seconds the motion 3. The chair states the motion.