Atul Kapur

No, because it is specific to your motion, its wording, and your situation; rather than a rule of order or principle that applies generally. So you're back to the excellent advice that was given earlier and which I've quoted in the next post.

If two "ordinary" members moved and seconded the amendment, would there have been any objection? In other words, is the resolution from Board 'A' amenable at all? If it is amendable, then, as long as the mover and seconder of the amendment are members of the assembly, there is no problem. The executive board has no authority, as the board, at the assembly of the membership. However, the members of the executive board still have their rights as members of the assembly, including the right to propose amendments.

I'm not sure where you are looking. §35 is titled "RESCIND; AMEND SOMETHING PREVIOUSLY ADOPTED". (it's the same section in the 11th edition) It sounds like you prefer the certainty of rescinding the motion. The motion to do that can be as simple as "That the motion to move funds to a charitable foundation, adopted on [date] be rescinded." You can describe the reasons when you debate the motion.

Richard, you misread my first comment. I was very deliberate in not stating that a majority vote would suffice. The amendments require a 2/3 vote precisely because the the bylaws And you put words in my mouth when you say my first post "was perhaps a bit ambiguous or poorly worded." You may think that way but I certainly don't. 😜 I said that I wasn't explicit, but I believed my meaning was clear.

I was not explicit in my original response, but I interpret the bylaws that the OP cited as not requiring notice. So I agree with mr. Katz and disagree on mr. Brown on this point. As I said above, however, I do not see that the bylaws cited mention anything about the vote threshold. That is why I used the language in RONR about the vote thresholds to adopt the bylaws amendment.

It doesn't appear that the facilitator's error created a continuing breach, so it is too late to raise a point of order now. You state If your bylaws are truly silent on the vote requirement, then the vote requirement defaults to that in RONR: As a motion to Amend Something Previously Adopted, it requires a 2/3 vote if previous notice has not been given or a majority of the entire membership. If your organization's intent was to allow bylaws amendments with a majority vote, along with no notice, then they should be amended to make this explicit.

Your bylaws obviously have many provisions that are not in accordance with RONR. There's nothing wrong with that, it's allowed and they supersede RONR, but it makes it difficult to give you a definitive answer here. It sounds like you accidentally allowed a ineligible candidate to appear on the ballot and your membership gave this person the most votes. Whether the board has the power to " review" and decide what happens now depends on your bylaws and any laws that may apply. I wouldn't be surprised if it does. Without knowing all the details, I lean to the opinion that this person was ineligible, even though their name appeared on the ballot, and remain ineligible, no matter how many votes they got. However, what you need is a formal parliamentary opinion after someone has been able to review your governing documents in their entirety. The American Institute of Parliamentarians or the National Association of Parliamentarians can both provide names.

On what grounds are you making this request? Remember that this is not an absentee or mail-in election ballot. This is a proxy form with instructions to the proxyholder on how to cast the proxy vote on motions 1, 2, and 4 and how to cast the proxy vote for the election of directors. I wouldn't go as far as Mr. Novosielski when he says because RONR (12th ed.) 41:10 does consider it and is clear that a motion to approve minutes is not necessary but it is not out of order.

Neither the VP's statement nor the president's note should go in the minutes. "In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members." RONR (12th ed.) 48:2 (emphasis in original) "the VP read a statement she wanted in the minutes" This is improper. She doesn't get to make that decision. The board could adopt a motion to include it in the minutes (inadvisable) but no one person can demand that a statement be included.

Does the membership of the committee meet the requirements of your bylaws? I'm going to assume the answer is "Yes" as you haven't indicated otherwise. If so, then the solution is to amend your bylaws

The attached is not an election ballot. It is a proxy form, instructing the proxyholder how to vote on all questions anticipated to come before the meeting. The OP asks, "Why is the membership being asked to vote on minutes from a Special Meeting?" The membership approves minutes of membership meetings, whether regular or special. This is a proxy form for a meeting of the members.

This information could be provided to the membership through an officer's report or the board report. Inform them that the condition ("confirmation that the funds could be transferred back in the future") could not be met. I don't think that you need to take any formal action to rescind this motion. You could. Someone could also propose a motion to Amend Something Previously Adopted to change the condition or suggest a different use of the money.

It depends on the nature of the contingency and whether the motion is still in force and effect. Is it impossible for that contingency to be met (eg: "That, if we receive a message from the Klingon Empire by October 31, 2020, we will...") then the motion is no longer in force and effect. No action is necessary to rescind it. If the contingency could still possibly occur (no matter how unlikely that possibility is), then the motion is still in force and effect. For example, a motion "That, if we receive a message from the Klingon Empire, we will..." is still in effect, no matter how long ago it was adopted (even if it was as far back as 1966). If you no longer want to do that, then you would need to rescind the motion,

Agreeing with Mr. Martin, I add that your Immediate Past President (IPP) position is filled and there is no vacancy. You say that "Our bylaws do not reference this issue." but they do: That person appears to be "the 3 month tenured president". Since that person was also voted in as a director, that person holds two positions on your board (NOTE: this person only has one vote, no matter how many positions they fill). This person could--but is not required to--resign as an elected director and keep the IPP position. That would result in a vacancy that could be filled by the procedure that is in your bylaws.

You have two members. A majority of two is two. You have three vacancies to fill. If you're bylaws said that a quorum was defined as three members, then you'd have a problem.

RONR (12th ed.) 4:52?

So your answer to my request for a citation supporting your point is to give the same citation I used that refutes your point. Are you, in fact, saying that a Request for Information arising from the Treasurer's report should be ruled not in order? What about multiple people rising (or lining up at the microphone) to ask separate Requests for Information? And how is multiple requests different from Q&A period?

How else does one pose a question to the Treasurer in RONR? Or in other words, define for me the difference between a "Question and Answer period" and a series of RFI's. And, while you're at it, please provide the citation for your statement.

What is your citation to back up this statement that a Request for Information (RFI) would be out of order? RONR (12th ed.) 33:2(1) (aka SDC 1) says a RFI can, "be made at any time when no question is pending." Ibid 48:24 says: "No action of acceptance by the assembly is required--or proper. . ." It doesn't prohibit a RFI. Ibid 33:6 says that a RFI is a request, "for information relevant to the business at hand". Immediately after the treasurer's report is presented, wouldn't that be the business at hand?

What's wrong with calling the presiding officer, "Chair"? In Canada, I hear it used as a title fairly often. A member who is recognized often starts by saying, "Thank you, Chair. I move that..." It's similar in many of our legislatures, where members often precede their questions with, "Through you, Speaker, to the Minister..."

In particular, I think you will find 45:36 helpful where it says that each section of the ballot is treated as if it were a separate ballot Imagine cutting up a ballot containing multiple elections into each of its separate elections, then counting the ballots for each position's election separately. So an abstention in one section reduces the number of ballots cast for that section. But the number of ballots cast in each separate election are independent of each other.

RONR only allows previous notice to be given orally "at the preceding meeting" RONR (12th ed.) 10:44, 10:47, and 44:10. And, if given at the preceding meeting, "The secretary then records the notice in the minutes." Since the gathering that is being discussed is not a meeting, and there will be no minutes of that gathering, then I don't believe that a notice given this way is valid.

By that standard my emergency physician group could never schedule a meeting, because at any moment at least four of us are on duty. Likewise for a union with members working all three eight-hour shifts covering the full 24 hours. Many such groups find alternatives so that the same group of members are not disadvantaged more than others. Or use work-arounds such as multi-part meetings.

I was trying to be nice and answer the question that I thought Mr. Zook was asking. But since he didn't like my answer, I won't try to do that again. I do agree with Mr. Honemann when he says,

As Mr Honemann says, your question is not exactly related to the OP. However, to answer your question, if the original motion was adopted in 2014 and then rescinded in 2019, that does not "deauthorize" the laying of flowers from 2014-19. It just says that you will not be doing that going forward.