Atul Kapur

That the bylaws interpret the Articles of Incorporation as being specific to election by the membership, rather than including appointment by the board to fill a vacancy. I'm not saying that I like this interpretation, but it is not unreasonable. In the end, the organization, itself, is the body that needs to decide if this bylaw provision is in conflict with the Articles. I would also advise that they consult an attorney experienced in the relevant law.

Both. The Articles of Incorporation take precedence over the bylaws. RONR (12th ed.) 2:7 and 2:5 The two provisions can be read together in a way that doesn't create a conflict so that should be the way they're read. 56:68(2)

Doesn't sound like it would, no. You do have proper business meetings as well, I hope.

Between us non-lawyers, what do you make of this excerpt from, I presume, statute: I may have missed it in the volume of posts, but I do not see that "the items on the agenda" were provided.

I'm also not an attorney, but I have reviewed enough bylaws to suggest that you are assuming, incorrectly, that these two sections are adjacent. More likely, the first snippet ("Quorum") is in the section about meetings of the association (that is, meetings of the members) and states the quorum for those meetings. The second snippet ("Quorum and Vote") appears to be taken from the section on meetings of he board and only states the quorum for board meetings and has nothing to do with quorum at membership meetings. I have seen quorum requirements for membership meetings that do require the presence of a certain number of officers and/or directors, but in those cases the requirements are in the same section, not divided as here (eg: "Quorum is 20% of the membership including at least one Officer.")

It won't be able to reverse any work that has been done, but would stop further work (yes, this may seem self-evident, but the question has been asked previously).

Sure, by amending the provisions of the governing documents that refer to that office, while ensuring that any legal requirements are still satisfied.

No. We are told that the bylaws override that objection.

It sounds like "quorum" means the number of members who cast a vote in the online election.

If only there was a Professor of Mathematics with an interest in parliamentary procedure, RONR, and this forum who could help.

See the fourth post of this thread which considers this as an election for 50 delegate positions as well as a pre-selection of those who would fill vacancies that may occur in the delegation. Rather than fill each vacancy as it occurs, they are creating a ranked list of alternates who will fill vacancies in the 50-person delegation. With this frame, it is definitely reasonable to limit voters to up to 50 choices. For completeness in this post, a method of breaking ties is strongly recommended, although limiting votes to 50 will, intuitively, lead to fewer ties.

The answer to this question will be found in the association's governing documents. There is nothing in RONR that would prohibit it. The qualifications for membership on the committee should be listed in your documents, along with any restrictions. If any owner is eligible to beq elected/selected to the committee, and there is no restriction written on a director being a member of the committee, then I would say the person could serve both roles.

No, because the bolded part of your question conflicts with the bolded part of RONR (12th ed.) 59:27 The answer to 1 is the same, as it is just a particular example of Q2. As to your preamble about establishing a standing committee by special order, as it would have application outside of the convention, it could not properly be adopted as part of the convention standing rules.

As a majority is not required to elect here, the top 50 vote getters would be elected delegates and the 51st-100th vote getters would be the alternates. My quick thought was that limiting voters to 50 choices would result in fewer ties, but as @Josh Martin says, there are likely to be many under either scenario - fewer in the up-to-50 group, still many. With all the tying-on and tying-off, ties would be inevitable. Breath holding?

I think it would also be reasonable to have each member vote for up to 50 individuals, as there are significant differences between delegates and alternates, so they could be considered not equivalent (in that mindset, you're just electing 50 delegates and a ranked list of backups).

I don't see a reason why it would not be. Do you have a particular scenario or specific question?

In other words, are convention standing rules "subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting"? RONR (12th ed.) 9:15 I lean to "Yes" as they appear to be "other motions that may arise in connection with ... the conduct of the meeting."

In case you are not familiar with RONR method of referencing, Mr. Gerber's response guided you to - Sections 5, 6, and 7; - Section 10:26–27; and - Near the beginning of each of Sections 11-37 you will see a paragraph headed “Standard Descriptive Characteristics” and items 1-3 in each of those paragraphs.

The minutes record what was done (the sausage), not all the details about the steps that it took (how the sausage was made), and particularly not what was said.

If the previous question applied to all pending questions is adopted then wouldn't that result in an immediate vote on (the now moot) Limit or Extend Limits of Debate, immediately followed by a vote on the main motion? With no further debate at all.

Guest KDO, is there a requirement that this vote be unanimous? I have seen that in some statutes regarding decisions made outside of a meeting.

Any qualified person can be nominated from the floor. This recognizes that the nominating committee does not have the power to veto any qualified candidate's nomination or election.

We'll see how the assembly, who wants to adjourn, decides on that appeal 😉

Agreeing with @Josh Martin and @J. J., it is a main motion and, therefore, dependent on whether there is an immediately pending motion on the floor. However, even in that situation, it could be raised as a Question of Privilege relating to the rights and privileges of the assembly.

I sometimes, to avoid this type of confusion between Amend and Amend Something Previously Adopted, refer to the bylaws amendment as "the proposal." It then becomes clear that the meeting can make and consider primary and secondary amendments to the proposal.