Atul Kapur

I didn't see anything in the bylaws that says one person cannot be a director and an officer (or even hold two different offices) at the same time. There is no prohibition on that in RONR, either. I believe that you have misinterpreted. Doesn't matter if you have. If a custom is in conflict with your rules, the custom falls to the ground once the discrepancy is pointed out.

Well, to be fair, it does not say who should receive the emails or text messages of the board meeting agendas. There appears to be a question of whether they should be distributed ("published") to the entire membership or just to the board, with the membership receiving them on request. A point of order could clarify that, with an appeal if the ruling is not to your liking. Or you could make a motion to direct the distribution the way you want.

This sounds like an organization that is subject to "open meetings" or "sunshine" laws and you should look in those laws and/or to a lawyer experienced in those laws in your jurisdiction for the answer. As far as RONR says, an assembly is absolutely free to restrict attendance at meetings to members. But any laws that apply to your organization supersede RONR.

You asked Richard, but I would say yes it can be suspended. It clearly appears to be a rule "in the nature of rules of order" which are rules that "relate to the orderly transaction of business in meetings and to the duties of officers in that connection." RONR (12th ed.) 2:8(4b) and 2:14. Well, the title of the section of the bylaws that you quote is "Election Procedures." More seriously, whether a bylaw is in the nature of a rule of order does not depend on its location (bylaws versus policy and procedure manual) but, rather, on its nature. The fact that 2:8 (4b) anticipates the very situation where procedural rules are in the bylaws shows that that is not always the case.

I agree with Mr. Brown's comment above. No. The bylaws that prevent a specific purpose are the ones that will be suspended. Again, as Mr. Brown said, only if the bylaws provide for their own suspension or are in the nature of a rule of order. The words "for a specific purpose" results in the same meaning.

That sounds correct. And the situation is the same whether you have a formal "abstain" option or allow the member-voter to skip voting on any particular candidate(s). RONR is clear that a member has the right to abstain on any vote. If you wish to change that, your organization will need to adopt a rule to change that.

This can get very complicated, trying to prove intention. RONR Chapter XX deals with disciplinary procedures and you might want to review it before you consider proposing something that would start you down that long path.

If your bylaws require a ballot and do not provide an exception for the situation where there is only one candidate for a position, yes. Until you have a result where someone reaches the threshold required to be elected. ( BTW, it is unclear from your description whether the threshold is a majority of the votes cast or a majority of the members present at the meeting.) If a member has the right to run from the floor in your bylaws, I do not see how a request from the nominating committee can restrict that right. If the nominating committee only needs two minutes to verify that the person meets the requirements for the office, then the committee should request the two minutes that it will take to do so before the voting is held. The quotation from the bylaws that you have provided seems to very clearly allow this. Further, it appears to state that that member would complete their term, and not be required to resign after 1 year. Are you certain that you have quoted the bylaws correctly? You have said "2 full terms" when I expected it to say "2 full years." Your comments that someone with only one year left of membership running for an office may be a violation of the bylaws is completely contradicted by the excerpt of the bylaws that you have quoted.

If you are doing it electronically, that either adds a level of complexity or simplifies things, depending on the service used. You could have a list of 19 names with Yes and No beside each name. If a person leaves both options blank for a particular person, then that is an abstention and is not counted either way for that particular person. Say 100 voters. One of the 100 leaves a blank for the 19th candidate for membership. Everyone else casts a vote for all 19. For the first 18 candidates, there are 100 ballots cast and a candidate must receive 67 votes (66 is less than 2/3 of 100) to be elected to membership. For the 19th candidate, there are 99 ballots cast and the candidate must receive 66 votes (2/3 of 99) to become a member. Some election software can handle this easily, but not all.

Also see 46:27-29 regarding Debate on Nominations.

Can they call the meeting? That depends on what your bylaws say about who can call a special meeting of the membership. Can it be a zoom meeting? That depends on what your bylaws say about electronic meetings. Assuming that the meeting is properly called, can the membership vote out the board of directors at that meeting? That depends on ... wait for it ... what your bylaws say about the directors' terms of office. It may be possible to just elect new directors or it may require formal disciplinary procedures.

Your original first option was: But you quote your bylaws as saying: Assuming that "That office" refers to the office of president-elect, then it looks like this president-elect office remains vacant until the new one is elected in 2022. This is despite the bylaw provision about "any vacancy occurring in the Board of Directors" because of Principle of Interpretation 55:68(3): "A general statement or rule is always of less authority than a specific statement or rule and yields to it." So it looks like, The current president (who was elected as president-elect in 2020 and became the president 7 months later). This 2020-2022 term counts as one term. The president-elect office remains vacant until 2022 when the annual meeting elects a new president-elect. The second bullet suggests that the current president goes on to serve their normal term as president for the 2022-2024 period. Again, this is based solely upon the excerpts that you have provided. You may benefit from having a professional parliamentarian provide a parliamentary opinion, which should include a review of all relevant documents.

It appears that my idle speculation distracted from the main message, which was and is that the answers to these questions will, or at least should, be found within your own bylaws. You will want to review them in their entirety, but start with the articles regarding officers, elections, and filling of vacancies. My idle speculation was based on the more common provisions that I have seen in various organizations' bylaws, but I labelled it as "idle speculation" because I make no assumptions about what are in yours.

Probably a mixture of the two, but the answer will hopefully be found in your own bylaws. When I say "a mixture", I expect that you will find that your current president completes the term that they are filling as a vacancy and then serves their own term as president from 2022-2024. The person who is chosen to fill the vacancy in the president-elect office would serve until the 2022 meeting when a new president-elect is chosen. But, that is idle speculation without seeing your bylaws.

You appear to be assuming that the primary amendment is a substitute for the main motion, rather than just amending some part of it, and that the secondary amendment is a substitute for the primary amendment. Even if they are substitutes, the answers are as given by all three of us are the same.

Did the presiding officer treat it as a motion to postpone? "Rather than always ruling that such a motion [to table] is not in order, however, the chair should properly treat it as a motion “to postpone the question until …”; that is, he should state the motion as admitted in that form unless the motion to Postpone is not in order at the time." RONR (12th ed.) 17:21

No and no.

63:33(e) says that the accused must leave the room while the discussion and vote occur. There is no such requirement on any other member, including the member who brought the charges forward in the first place.

Guest Tricia Smith, from the terminology that you used, are you by chance referring to a school board in Ontario?

As long as there were no higher ranked motions pending when the motion was laid on the table. Those subsidiary motions (such as an amendment) would have been laid on the table along with the main motion and is similarly taken from the table.

Usually, Mr. Brown is the one to ask whether this organization is subject to "open meeting" laws, which may supersede the answer given, which is based on RONR.

This appears to be a different argument than what I had understood as your argument about the motion to postpone indefinitely being dilatory after the motion to suspend the rules and move postpone indefinitely and previous question together. However, it doesn't change the fact that I still agree with Messrs. Martin and Honemann. I don't see how it is dilatory to do something in a more efficient manner, that is, to deal with both motions at one time by way of suspending the rules.

Thank you, @Shmuel Gerber

Misconception may be an inappropriate word. It may never have existed under RONR, but it is an explicit rule in other parliamentary authorities. Kerr and King, for example, state that "A member who was absent is capable of identifying inaccuracies that can be confirmed independently. However, in the case on a controversy concerning a recorded happening, only those members known to be present at the meeting can participate in a vote to amend to [sic] the minutes of that meeting."

Unanimous consent is covered in 4:58-4:63. It would allow the presiding officer to suggest an action without making a motion, even if the small board rules do not apply. Instead of the president making a motion in situations (1) and (3), the president can say, "If there is no objection we will move into executive session." (or "Is there any objection to moving into executive session?"). If no one objects, then say, “Since there is no objection, we are in executive session.”