Atul Kapur

Well if the total membership of the assembly is somehow less than the quorum specified in the organization's rules, then how was this motion allowed? I don't think that it could be considered as taking measures to obtain a quorum, as it is a motion to change quorum rather than achieve it. And if you say that it is in order, then it is actually a motion to suspend the rules and set quorum as 100% of the membership, no matter what it actually says, if the answer to J.J.'s original question is different than what Mr. Martin and I have said.

The general response on this forum has been that it refers to the current members of the board, unless it specifies the number of positions.

I agree with Mr. Honemann and also do not see any indication that the committee was not properly formed. You state that "the president is the one who appoints committees" but usually such a provision in the bylaws just refers to the authority to name the members of the committee, not to create a committee. Did the motion name the members of the committee? If it did and if the president was present and did not object to the motion, then it's fine because the president's authority to name committee members is in the nature of a rule of order and can be suspended.

But there were no members absent when the motion was adopted. So it was properly adopted and remains in force until the meeting ends. If I understand your logic behind saying Then the suspension would end as soon as any one person leaves the meeting. It would be absurd to adopt a motion to suspend the rules and decrease quorum decorum if that motion would only be in effect when 100% of the membership is present.

You didn't attach any file to your post above, so we cannot see the notice of amendment. It does not matter, in any case, because a notice does not automatically compel the motion to be made or voted upon at the next meeting. Notice provides the opportunity for that to occur, and creates the expectation, but does not create an obligation. It's similar to getting engaged to be married.

This is incorrect (one of several errors in your post). A 2/3 vote does not protect a minority of 1/3. It protects any minority larger than 1/3. If 1/3 of the members voting are against the measure, then 2/3 are in favour and the motion has achieved a 2/3 vote. So the minority that is protected by a 2/3 vote requirement has to be larger then 1/3 (even if it is larger by just one person). So, yes, a 2/3 vote could be used to suspend a 2/3 requirement.

I agree with Messrs. Martin and Elsman. I just add the fact that the union can elect one person to more than one position, but that needs to be a deliberate choice. If you're electing multiple board positions on the same ballot, you need to follow the following procedure. RONR (12th ed.) 46:32(1): "When voting for multiple offices by a single ballot, the members are not able to take the result for one office into account when voting for another office. For this reason, a candidate is never deemed elected to more than one office by a single ballot unless the motion or rules governing the election specifically provide for such simultaneous election. When there is no such provision, a candidate who receives a majority for more than one office on a single ballot must, if present, choose which one of the offices he will accept; if he is absent, the assembly decides by a ballot vote the office to be assigned to him. This question, which is debatable, requires a majority vote for adoption. The assembly then ballots again to fill the other office(s). (The assembly is free, however, to elect the same person to another office on a subsequent ballot, unless the bylaws prohibit a person from holding both offices simultaneously.)"

The membership meeting should be held in executive session. RONR (12th ed.) 9:26 says, "The general rule is that anything that occurs in executive session may not be divulged to nonmembers (except any entitled to attend)." Review 9:24-28 for more information about executive session. That doesn't affect the validity of the petition. It may be a good idea, at the beginning of the meeting, to remind members that this is being held in executive session and what this means. This is the information found in 9:24-28.

J.J., I read 2:14 differently than you do. It appears that you are saying A=B does not mean that B=A. Careful how far you go with that incorrect analogy, Richard. If it's a qualification, then any vote for someone who doesn't achieve the required vote threshold becomes an illegal vote.

J.J. appears to be confusing title and form (and possibly location - bylaws vs elsewhere). Whether a rule is in the nature of a rule of order is determined by applying the description in 2:14, "Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection." The fact that certain of those rules must be in the bylaws does not affect the fact that they are in the nature of rules of order.

As Mr. Honemann has tried to tell you, yes the requirement of a 2/3 vote to amend a bylaw is in the nature of a rule of order. This is because it is a rule that, "relate[s] to the orderly transaction of business in meetings" (RONR [12th ed.] 2:14) So, if a bylaw amendment is declared adopted on a majority vote, any point of order challenging that declaration would need to be made in a timely manner. Thinking about it a different way, if no one raises a point of order, then the rule (requiring a 2/3 vote) has effectively been suspended by general consent. An example is a rule that requires a qualification for an office. If the bylaw states that a person has to have been a member for at least one year before they are eligible to be an officer, this is not a rule of order (It is not a rule that "relate[s] to the orderly transaction of business in meetings and to the duties of officers in that connection.") This means that it cannot be suspended, even by unanimous consent. Nothing says that, because that's a misunderstanding. The question is not, "When is a bylaw a rule of order?" The question is, "When is a provision in a bylaw in the nature of a rule of order? The answer is in the citation above from 2:14 The problem seems to be that you are ignoring the fact that a rule in a bylaw can be in the nature of a rule of order and these can be suspended: "Rules clearly identifiable as in the nature of rules of order that are placed within the bylaws can (with the exceptions specified in 25) also be suspended by a two-thirds vote;" (2:21). None of the exceptions in §25 apply to the rule requiring a 2/3 vote.

Looks like we're going to agree to disagree on this. I don't see notice requirement and vote threshold as being "things in the same class."

I'm not sure how, practically, this difference would manifest itself. Would it not be the case that the inclusion or exclusion of either statement in the minutes would be a decision that the board makes by a majority vote?

And if you are in the unfortunate circumstance where you have a custom or Special Rule where your minutes do include what was said, then record both. The minutes are to be an accurate record of what happened at the meeting.

I knew that we had just discussed this topic. @Joshua Katz and I disagreed with you, @Richard Brown. But the answer to the question in this thread is simple: 2/3 vote means 2/3 of those present and voting.

The chair was correct. If there was any confusion, the chair could have requested that the motion as actually presented be put in writing. And any member had the right to have the motion read again (as presented), and could have made a note of the changes. This answer may be different if there was a requirement for previous notice of the motion to have been given, but that depends on the exact differences between the two motions.

This gives me a sense of deja vu. I interpret the bylaw quotation as saying that notice is not required if a proposed bylaws amendment is moved at an annual meeting. Notice of the proposed business is, of course, required at a special meeting but I don't think that the bylaw quotation requires notice of the proposed motion itself. I agree that the bylaw quotation is silent on the vote required to adopt, so the provisions in RONR about the vote required (2/3 vote [of those present and voting] or a majority of the membership) would apply.

You have very many mentions of a "committee" fo me to understand without you being more specific. What committee are you speaking of here? Is it one of these committees that you mention in your first post? It sounds like you are taking nominations for a new Executive Board (aka Board of Directors aka Executive Committee). I'm not at all clear which committee is vetting or scrutinizing nominees. Is it the Temporary Committee ( I have no idea where they got their authority from, but I won't question it)? Is it a Nominations Committee?

The group that is allowed to make nominations can certainly follow the process to make another nomination for this position which is now without a candidate. Originally, could any single member make a nomination? If that was the case, then you should do your best to quickly get word out that this position has no willing candidate at the moment. I would suggest that you try to follow the original nomination procedure as closely as possible. If the nomination was done by a nominating committee, then that same committee could meet again to complete the nominations. Alternatively, see my answer immediately above. Is it explicitly prohibited for an organization such as yours? In Canada and I, believe, the UK, it is not an option for elections to Parliament; that makes it less familiar but no less valid for private organizations.

Since you tell us that you are in the UK, I must ask whether you are using RONR as your parliamentary authority or whether you use a British authority such as Citrine?

As Mr. Martin has said, what you are doing is not what RONR says to do. RONR says that committee reports are only included in the minutes by exception. It goes on to say that if you do include the report you should include it in full. To me, that would include the close and the name of the person who submitted the report, but this is a matter up to your organization because it is your own specific rule..

What I was saying is that the point of order is a waste of time. The fact that the individual proposing the amendment is a member of the executive board is immaterial. Even if it is stated that this comes from the executive board, that's irrelevant.

The "secret" in ballot refers to fact that the person's vote is secret.

Because the Executive Board has no status at the assembly. Members of the Executive Board attend the assembly as individual members. Boards and committees make reports and recommendations to the assembly--and even those are done through a reporting member--but it requires an individual member to move the recommendation in the form of a motion. This also applies to the Board of Elders. The Board of Elders's report will be made by a reporting member and that reporting member is the person who moves the recommendation in the form of a motion.