Atul Kapur

Well, your bylaws refer to "aural communication" so that doesn't mandate cameras/video. It may be a good idea. Whether your bylaws authorize hybrid meetings is a matter of interpretation to be made by the organization itself. There are several important logistical questions that the organizers of the hybrid meeting should consider and answer well before the meeting, including details of the voting and how members will be treated fairly regardless of how they are attending.

And, as the meeting is inquorate prior to the ratification, it does not have the authority to ratify anything.

How can an inquorate meeting validly accept resignations?

Assuming the four "resigning" directors do not show up at either, there are still 7 directors until the action is ratified, and the future meeting is still inquorate. Catch-22 I do not know what to make of this sentence. Is removal automatic or at the discretion of the Board? You say that, "The wording would imply that removal is automatic unless exceptions were made by the board," which is one possible interpretation, but the wording is ambiguous, at best.

This is such a different question from what the OP asked that I suggest you should have started a new thread 😊 I added to Mr. Katz's answer to emphasize the important facts that would help the OP determine if something improper had been done. I didn't try to imagine new scenarios beyond the information given.

To reinforce Mr. Katz's point, did they purport to take any decisions (= conduct business) in the name of the organization? If so, problem. If not, it's just talk, so no problem.

I lean against the idea of counting the late ballots, but it is the membership that decides. Is there a provision for a special meeting of the members?

Under RONR, rulings on points of order are to be recorded in the minutes. If they are not, you should offer corrections. I assume that you made such a point of order regarding your lack of audio and that, there wasn't a quorum of members who met the criteria Mr. Novosielski quotes. There is no universal protocol. Organizations can and should create their own. You could, for example, propose that attendance be verified by roll call at the beginning of each meeting.

A) do your bylaws say that your term absolutely ends in June or is their language in your bylaws about until your successor is elected? B ) if you are truly out and this position is vacant, the secretary calls the meeting to order and presides over the election of a chair pro tem for the meeting.

If you look at 4:49(a) you will see that "adopted," "agreed to," and "carried" are all synonymous. As I said earlier, you don't need to use the specific wording that is the title of this thread. To which I add that you don't need to be repetitive, either.

Did you look at 48:4(6b) regarding the disposition of the motion? You don't need to use that specific wording, but have you ever seen minutes that just record a motion but don't record its fate?

It's beyond RONR, but I have to ask: even if it's a faculty of business, why would a faculty association have to register with the SEC?

If the minutes have already been approved, then a motion to Amend Something Previously Adopted is required. If the minutes have not yet been approved, then the secretary may suggest a correction when the draft minutes come up for approval. A couple of points: - the person who acted as secretary pro tem at the meeting should be the one to draft the minutes of that meeting - the secretary has no authority to change approved minutes on their own - the fact that the secretary was not at the meeting does not affect their right as a member to propose corrections: "It should be noted that a member’s absence from the meeting for which minutes are being approved does not prevent the member from participating in their correction or approval." RONR (12th ed.) 41:11

It sounds like you feel that this is a problem because this is a majority of the board. Note that charges are processed individually or, if the charges are applied to all six members as a collective, then 45:4-5 apply and the members are able to vote on relevant motions. I particularly draw your attention to the last sentence of 45:5

That is correct. Your by-laws are the superior document to RONR and, in the event that they conflict, supersede RONR.

Could you please explain the difference between this discussion and this thread which you also started?

Because, analagous to Principle of Interpretation (2), my interpretation means that there is a logical connection between the bylaws and the chair's statement. Your interpretation renders the chair's statement absurd.

As I understand it, the chair is claiming that the board cannot at this time take action that would create a commitment that extends to the next fiscal year. As is typical with many organizations, the end of the fiscal year coincides with the change in membership of the board. Therefore, the motion to change locations can only be made by the board in the next fiscal year. That happens to be "the board with 1 new member as 1 person rotates off this board".

First, you should check your bylaws as Mr. Brown suggested earlier

You keep looking until you find someone who either meets the requirements or for whom the membership will approve the waiver. As Mr. Brown says, whether that leaves you with a vacancy or whether the incumbent continues depends on your bylaws. Richard, that assumes that they are having a ballot vote for the election. From what I read, I see a requirement that the vote on granting the waiver requires a ballot, but not that the acclamation requires a ballot. So I'm not sure there is an opportunity for a write-in vote. It may just be that the ballots ask: Do you approve of granting the waiver for this candidate, Yes or No?

Richard, I took the OP as a paraphrase "The bylaws also state that the nominated candidate receiving the greatest number of votes for each office shall be declared elected" But the actual quotation in the subsequent post doesn't say that: I was just drawing attention to the fact that this quotation does not say that a plurality elects; it is possible that the bylaws say that elsewhere.

First, a majority vote is a majority of the votes cast, not of the people present. So if 50 are present and 10 vote, then a majority of the votes cast is six. But . . . The excerpt of the bylaws that you have provided does not say that. A majority of votes cast is required to elect someone to office unless your bylaws specify otherwise. They may say otherwise somewhere else, but it's not in what you have provided. I agree that appears that your bylaws state only nominated candidates are eligible to be elected. Those 10 votes for the write-in would be considered illegal votes. They are included in the denominator when determining how many votes are required to obtain a majority. Well, you would have an incomplete election and should repeat the balloting.

With respect, the OP never used the terms "old" or "new" board. We are told that the bylaws prohibit the board from making a commitment "to any expense or contract that exceeds the fiscal year of the board." Do you mean the phrase in the OP, ". . . no board may commit the club . . ."? I read that as a prohibition on the board taking a particular action.

Yes, introducing people to what their bylaws say is often a surprise. It allows for write-in candidates. Many organizations do not have a requirement for a ballot vote in their bylaws (as Mr. Brown stated above). Some organizations require a ballot vote but make an exception if there are no more candidates than positions. Your organization can change its bylaws if it prefers a different method. You say "The bylaws also state that the nominated candidate receiving the greatest number of votes for each office shall be declared elected." If that is accurate, then the bylaws are saying that a majority vote is not required; your bylaws supersede RONR.

Disclaimer: this is not in RONR (as you have been told above) Many organizations handle the list/queue of speakers as you describe, with one slight change: You have a queue for the main motion. When an amendment is stated by the chair, there is a new queue for the amendment. Once the amendment is disposed of (whether it is adopted or defeated) then you go back to the queue for the main motion (± the amendment).