Bruce Lages

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About Bruce Lages

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    Northeastern NJ
  1. If the articles in the bylaws in question are titled as in many bylaws - including the sample bylaws in RONR - I would at least entertain the suggestion that the words "Article XX" are not considered to be part of the article itself for the purpose of determining eligibility for amendment, since they convey no policy and merely denote sequence. That reasoning would certainly allow for re-numbering of articles in the bylaws without any confusing gymnastics. .
  2. Yes - forget the process you seem to be trying to follow. The number of votes received in any previous election for this position are completely irrelevant. If your bylaws specified a procedure for filling a vacancy, you would follow that procedure. If, as you say, there is no bylaw-defined method, you hold an election by the same body that elected the board member in the first place, after taking nominations from the floor. A majority vote is necessary to be elected, with the person elected serving the remainder of the resigned member's term.
  3. Second question first - the minutes of all meetings, whether in executive session or not, should be kept with the organization's records for the life of the organization. There is no other defined life span for minutes. As to availability, the secretary should have minutes prepared as soon after the meeting as possible, and certainly no later than the next meeting of the body (board or general membership). Whether the minutes are made available to each member of the body before the next meeting is not specified by RONR and is up to each organization to decide for itself. Also - a correction: the minutes of an executive session are not available only to 'participants', if by participants you mean those present at the executive session meeting. They are available to all members of the body that met, whether they were present at the meeting or not. If you want to include rules for the availability - or destruction - of minutes in your bylaws, nothing in RONR will prevent you. Just be aware that there could be serious legal or financial consequences to destroying minutes, especially if your organization is incorporated.
  4. Are you asking if this person is asking for a special meeting, to be held in executive session, to consider removal of the chair? If the request is for a special meeting, the answers will be very different than asking to go into executive session. You'll need to look to your own rules to see how a special meeting can be called.
  5. Nothing in RONR would prevent that. It will be up to the voters to decide if he or she is the best person to fill the vacancy.
  6. I see no reason why the president could not respond to a point of information - assuming he is the best person to have the information requested. But there is a fine line between answering points of information and delving into debate on a pending motion, which the presiding officer - of a large assembly particularly - should not be doing. In that case, he should relinquish the chair to the VP until the question is disposed of. But the VP does not have the authority on his own to 'take over this meeting' in such circumstances. However, all of this may be moot if this took place in a board meeting, where no more than about a dozen members were present. Under the small board rules in RONR, the president (or chair, if not the president) is free to participate fully in all business, including debate and voting on all questions.
  7. In order for a non-member of the body that is meeting - in your example a member of the homeowners association at a board meeting - to join in debate on a motion, the rules would have to be suspended to allow this. That will require a 2/3 vote - by the board - on the motion to suspend the rules to allow the non-member to enter debate, which must be made and seconded by board members. Note also that the board is in control of its meetings, and unless your association rules or applicable law allow for association member participation at board meetings, the board is under no obligation to allow association members who are not members of the board to participate in any way at these meetings.
  8. I don't believe he does. Each member may speak twice on each debatable motion, so if this person had exhausted his right to debate the main motion before the amendment was proposed, he still would have been able to speak up to two times specifically on the amendment. But once the amendment has been adopted, he cannot speak again on the main motion. See RONR, p. 388-389 for the section entitled "NUMBER OF SPEECHES ON THE SAME QUESTION PER MEMBER PER DAY".
  9. No, it would not be appropriate. Minutes should be taken of all meetings, even those in which a quorum is not present. Since no valid business can be transacted at an inquorate meeting, those minutes will necessarily be very brief. Although it is the chair's duty to announce that a quorum is present if that is the case, the meeting is certainly not invalid if he fails to do so. Whatever actually transpired at this annual meeting should be recorded in the minutes. If it can be shown by clear and convincing evidence that a quorum was not present - which will very likely be extremely difficult to obtain a year later - then a point of order can be raised that any business transacted at the meeting is null and void. Not approving the minutes is not the way to accomplish that goal. Also, please note that RONR strongly recommends that you not wait an entire year to approve the minutes of your annual meeting. The assembly should authorize the board, or appoint a special committee, to approve the minutes as soon as possible after the meeting.
  10. To be clear, this person did not 'nominate himself for the board'. He appears to have cast his own and his proxy votes for himself as a write-in candidate. As stated previously, you should review carefully your organization's rules as to whether proxy votes are permitted, and also whether write-in votes are permitted. If his votes are valid then, at most, he probably has caused himself to be elected to the board. If the number of votes this person cast means that no other candidate received a majority of votes cast, then you have an incomplete election, with only this person elected. You need to hold additional rounds of balloting for the other four (or possibly fewer) positions that are to be filled.
  11. The short answer is however many votes your bylaws require - meaning in general a majority, or some fraction greater than a majority. RONR's default voting requirement for election to office is a majority vote - i.e., more than half of the votes cast by members entitled to vote. Also be aware that RONR strongly suggests that a plurality - meaning more votes than any other candidate but less than a majority - should not be used to elect officers.
  12. See RONR, 11th ed., p.461 for a two paragraph description of the typical duties and responsibilities of a treasurer and/or a financial secretary.
  13. Also, unless your rules grant your president that power, he does not have the authority to decide on his own that a motion is of such importance to be added to an election ballot and require prior notice. The membership itself, though, could choose to do that. Even if this motion was an amendment to a previously-adopted policy allowing smoking, it could have been adopted at the same meeting, although the voting threshold in that case would have been higher (2/3, or a majority of the entire membership, as opposed to a majority).
  14. The answer to your question is going to depend on what your bylaws (or constitution) say about this constitution and bylaws committee - specifically what its function is and what role it plays in the process of making amendments to either document. If consideration of amendments by that committee is a required step in the process, then the board can not, on its own, circumvent that step.
  15. If the main motion is no longer on the table, and there was no previous motion to postpone indefinitely, why is it necessary to "suspend the rules and postpone indefinitely" rather than just moving to postpone indefinitely directly?