Atul Kapur

I didn't realize that this was a duplicate, so my reply is on the other thread.

Not a division but a revision should be considered seriatim, that is, Article-by-Article or section-by-section. See §28 for more details. Amendments to any section can be moved (and only require a majority vote to be adopted) but you only hold one vote at the end on accepting the entire revision. "A revision of bylaws or a lengthy amendment involving more than one section should be considered seriatim as described in 28." RONR (12th ed.) 57:6 Also see 57:5

. . . if the bylaws specifically provide for simultaneous election, not just allow one individual to hold two offices Well, if the bylaws prohibit a person from holding two offices at the same time, then they are ineligible for the second ballot and cannot be elected to the second office (votes for that person would be illegal votes). This assumes that the first election is complete before the votes for the second office are cast.

RONR has no restrictions on who may or may not be on or chair a bylaws committee. Your bylaws may provide an answer.

Thank you, Weldon; I agree totally with your response. I will push things a little further and say that the warning in RONR (12th ed.) 13:17 that @Tomm quotes applies to the situation of two equal co-chairs or other situations where there is not a clear hierarchy or division of duties. Or, as we see here, when the use of the term co-chair causes confusion as to what, exactly, it means.

As you have heard, you won't find an answer in RONR. However, it seems to me that since the titles are different (Chair and Co-Chair) it is not intuitive to assume that they have equal authority. Perhaps a more appropriate title would be vice chair? None of this has anything to do with whether sending an email is appropriate or not or whether an apology is called for or not.

Agreeing with Mr. Brown, there is one question that jumps out right away. Please explain this "majority +1 vote threshold" you mention. If 329 votes were cast, then 165 votes is a majority (more than half). If 330 votes were cast, then did the final vote express a preference for anyone (even if not one of the two candidates)?

Agreeing with Mssrs. Katz and Brown, I would suggest that you make the proviso extremely clear. Rather than "Starting with the 2022 Board election", I would suggest something more explicit that makes clear that any service on the Board prior to 2022 does not count towards the term limit, or does count.

I don't know why they are abstaining, let alone why both are. RONR (12th ed.) 50:25 says that the rules for small boards in 49:21 "are applicable during the meetings of all standing and special committees, unless the committee is otherwise instructed by the society" 49:21(7) states that if the chair is a member, they may vote on all questions. If the "committee is so large that it can function best in the manner of a full-scale assembly, it should be instructed that the informalities and modifications of the regular rules of parliamentary procedure listed for small boards in 49:21 are not to apply to its proceedings. The parent assembly may adopt such instructions to the committee by majority vote." 50:26

If the bylaws require a ballot vote, than a ballot must still be conducted even if there is only one candidate for an office. If the bylaws do not require a ballot vote, or make an exception when there is only one candidate for an office, then a candidate who is not opposed is declared elected by acclamation.

Those are good questions for your association to answer. I would add another one: does "the 1st vice President cannot perform the duties of the office" mean the same thing as the office is vacant or does it only refer to a situation where the vice president is still in the office but unable to perform the duties?

Generally, no, but you need to give a few more details on the situation to get a complete answer. For example, it is appropriate for the board to verify the results of a vote by using a more conclusive method. A Voice vote can be verified by a counted vote, for example. If the board is changing its mind about how it decided on a question, that can be done by use of the motion to reconsider a vote.

I note that the section on Quorum refers to "members of the delegate assembly." It sounds like there is a fixed number of delegates in the assembly. In that case, quorum would be one quarter of that fixed number.

Same rule applies if they say they are talking about an applicable state law: Ask them for a specific citation.

I have observed that many of those same people are also unaware that they can pass.

Yes, Chapter XVIII. Within it is §56 Content and Composition of Bylaws. You will likely want to pay particular attention to 56:8, titled "Some Principles of Interpretation"

Particularly in political bodies, some feel that it is an advantage to those who vote later in the process because they know how the vote is likely to go and whether their vote will affect the outcome (similar to being in the small or big blind positions during a Hold 'Em poker game).

This reinforces my earlier point that the action that you need to or want to take depends on the exact wording of the motion. For example, if the motion was along the lines of "In order to be compliant with the ADA, we authorize that the construction project be changed by upgrading the doorway." Even if the order has already been given to the contractor, and if the change from ADA to IBC does not affect the particular upgrade that has been ordered, then I believe you could use Amend Something Previously Adopted. Other specific wording may require other remedies. (The example wording that I used, based on the impression I gathered from your comment, is also an example of the problems that can occur when preambles are made part of the motion.)

Did someone actually tell the contractor to make the construction change order based on the incorrect ADA reference? If the order that was given to the contractor was actually to follow the correct International Building Code, then the assembly can ratify the action of the person who conveyed the correct information to the contractor. I am not certain that you cannot Amend the motion previously adopted. It depends on the exact wording of the motion and the facts of what was communicated.

Mr. Honemann has said that there is no rule in RONR that would prevent this. Are you asking for the section and paragraph reference for a rule that does not exist?

I am not sure if it is intended, but Guest Puzzling's version would prevent anyone who has previously spoken from rising to seek recognition a second time in order to move the previous question. Mr. Brown's wording would allow that.

The point is not well taken as it was not raised in a timely manner, i.e. before the proofs were returned to the publisher. 😉 But by amending Motion X to Member X's Motion Z, I believe that the assembly cast their judgement on Motion X. "It should be noted that a vote in favor of a substitute for an entire resolution" [in this case, Member X's Motion Z] "is ordinarily a vote to kill any provisions of the original version" [Motion X] "that are not included in the substitute." 12:80 So I would suggest that Motion X cannot be renewed but, rather, would have to return by way of a reconsideration of X, Z, and Y (I think I have that in the correct order). I blame any errors on the late hour.

@Sara Paradisio I think it important to note that, while the answers above are all correct according to RONR, many laws about corporations do give a dissenting director the right to have their dissent recorded. RONR is clear that such a law, if it does apply to the organization, supersedes the rule in RONR. So I suggest you check whether any law that applies to the organization gives the director this right.

Much depends on the exact wording of your current bylaws and the proposed amendment. It is even possible that the "automatic" 3% increases are not authorized and that the Board needs approval each year for any increase. But, generally speaking, if the bylaws are amended in such a way as to limit or prohibit "automatic" increases, that would apply to automatic increases that are in effect before the bylaw was changed. So, for example, if someone proposes a bylaw amendment saying that any increase has to be approved each year, then the automatic 3% increases would end once the amendment is adopted. The original motion would not need to be rescinded separately.

Though I wish that they would put up more resistance when asked to do so. 😉