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Richard Brown

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Everything posted by Richard Brown

  1. Number of members

    As to consequences, the organization should act as quickly as possible to elect the required number of directors, whether by holding a special election or using the organization's vacancy filling provisions, whichever is appropriate as provided in the bylaws. In the meantime, as long as the quorum requirement is met, the board as currently constituted may conduct business. Note: Check the wording of your bylaws carefully regarding terms of office. If directors serve until their successors are elected, you might have some holdover board members if the proper number have not yet been elected.
  2. HOA Annual Members Meeting Agenda

    Agreeing with Dr. Stackpole, you might also consult with a professional parliamentarian. Both the National Association of Parliamentarians and the American Institute of Parliamentarians have referral services. Edited to add: The NAP, in particular, has a state association in almost every state and local units in many cities. By contacting the state president or district director, you may be able to find someone locally who will help you at no charge. If you don't find what you need on the NAP website, call them.
  3. Notice of Election to Fill Vacancy

    I don't think the answer to this question is so clear cut and I believe it is mostly a matter of bylaws interpretation. First, the bylaws DO provide for the method of filling a vacancy and they say nothing about notice being required. Is that enough to supersede the default notice requirement in RONR? The bylaws also make plain that the election to fill a vacancy shall occur AT THE NEXT REGULAR OR SPECIAL MEETING. This organization has only two regular meetings a year. The notice for this meeting was sent out two weeks prior to the meeting, as the bylaws require, but that was at about the same time as the officer died. Since the organization meets only twice a year and the meeting notice has already been sent out, giving four days notice that there is a vacancy to fill might well be reasonable under the circumstances. Members were given the required two weeks notice of the meeting... and it's a regular meeting, not a special meeting. The meeting itself isn't being "sprung on" the members with short notice. They received plenty of notice of it. While I agree that two weeks' notice of an election to fill the vacancy would be ideal, I'm not sure it is absolutely necessary and I believe that ultimately this is a question of bylaws interpretation which the society itself must resolve. If the chair announces that the next order of business is the filling of the vacancy and a member raises a point of order, the chair can rule whether the point is well taken and his decision can be appealed to the assembly for a final determination. As an aside, I imagine that many, if not most or even all, of the members are already aware of the officer's death and that a successor will have to be chosen. I doubt that the special election will take many ... if any of them... by surprise.
  4. Motion passed but not yet effective

    Agreeing with Mr. Huynh, there is no need for the date of adoption and the effective date to be the same. Most legislation enacted by state legislatures, for example, has an effective date weeks or months in the future. A motion is adopted on the date that it was, well, adopted. The effective date can be a completely different date.
  5. What is an "SAL"? What is an "ALR"? RONR has no restrictions whatsoever on members belonging to more than one organization or holding offices in more than one. If there is some relationship between the two organizations you speak of, it would be helpful if you would tell us just what that relationship is.
  6. Dr. Stockley, I understand your frustration. There are some workarounds, however, as i pointed out in the following post which I made back on March 5: I would add that a special rule of order permitting a member parliamentarian to participate in meetings could permit him to exercise all of the rights of other members or could be more limited in scope, such as granting him the right to raise points of order. In the case of the rule adopted by my NAP unit, it permits the member parliamentarian to exercise all of the rights of membership. I will also add that I think it is extremely doubtful that, even without such a special rule of order, an assembly would in any way discipline or censure a member parliamentarian for raising a point of order as to a serious breach of the rules by the chair affecting the rights of members of the assembly. Despite the language in RONR, I think doing that is precisely what the membership expects from a member parliamentarian.
  7. Precedence of Bylaws

    You're welcome! It's kind of nice to be appreciated once in a while.
  8. Precedence of Bylaws

    I agree completely with the three responses immediately above by my colleagues. Also, like the others, I'm not sure I understand what the question really is, but I suspect that whatever it is it has been answered in those responses. Mr. Harris, if we are missing something, please clarify exactly what your question is.
  9. Seating President-Elect

    That is probably correct, but some organizations have a "President-Elect" who is elected a year in advance. Depending on the wording of the bylaws, that person, rather than the vice president, might take over and serve the remainder of the president's term if for some reason the president does not complete his term. I agree that the vice president will serve whenever the president is temporarily absent.
  10. I think it is actually a board. It is not all that unusual for an organization to call its executive board a "Steering Committee". For more information on boards, and the differences between boards and committees, try reading pages 481-489 on "Boards and Committees". Edited to add: I'm intrigued, however, by section 9.2.3 of your bylaws. It reads as follows: " 9.2.3. The Steering Committee shall be empowered to act on behalf of the full Committee in between regular meetings of the HCDEC. Such actions are subject to approval at the next HCDEC meeting. " It seems a bit of a contradiction to say on the one hand that the committee is empowered to act on behalf of the full committee in between regular meetings of the HCDED (the full committee??), but that its actions are subject to approval at the next HCDED meeting! It seems to me that the quoted provision puts every action of the steering committee in limbo and that its decisions might be meaningless until approved by the HCDED. That is a strangely worded provision, but I've seen much worse in bylaws of political organizations.
  11. Not if RONR is your parliamentary authority. A qualification for being nominated or for holding office contained in the bylaws cannot be suspended or "waived". However, the answer to whether such a person could be elected to office might change depending on exactly what your bylaws say about this requirement. So, EXACTLY what do your bylaws say about the two year requirement? Please quote it exactly, don't paraphrase. It makes a difference whether the provision is a qualification for HOLDING office or a qualification tor being NOMINATED. If the provision applies to being nominated, then a member who does not meet the requirement might still be entitled to be elected as a write-in candidate.
  12. executive session

    Absent a contrary provision in your own rules, it requires a motion to go into executive session and another motion to end the executive session.... unless the assembly simply adjourns at the conclusion of the executive session. Both motions can be adopted by a majority vote, but are often done by unanimous consent without objection. Motions can be made and adopted while in executive session unless you have a contrary provision in your own rules. However, if this is a public body, such as a public school board, it will likely be subject to your state's open meetings laws which often prohibit taking votes while in executive session.
  13. I think all J.J. is saying is that if an appointment is made by means of a main motion, it would take a motion to rescind or amend something previously adopted in order to remove the appointee. If you don't appoint anyone by means of a motion, then obviously that would not be applicable. It would not be applicable, for example, to appointments made by the president. However, you say the executive board has the power to appoint independent staff (whatever that is). The only way a board (or an assembly or a committee) can make an appointment (or do anything) is by means of a motion. So, it looks to me like your independent staff appointments that are made by the board could be removed only by the same method... an adopted motion. The president cannot remove persons appointed by the executive board unless your bylaws give him that authority. The principle is really very simple. The power to appoint includes the power to remove. Absent a contrary bylaw provision, the president can remove people who he appoints and the executive board can remove people it appoints.
  14. Renewals

    Yes, that is correct, if the next meeting is a different session. In the case of a society with regular monthly meetings, each meeting is normally a separate session.
  15. annual election

    I agree with the above statement by GWCTD, at least as a general statement of the rule. I also agree that it is probably the case in this situation and that I would give the same answer. But, it seems to me I have read comments on this board to the effect that in the case of an annual meeting when elections are going to be held anyway, and notice of elections has been given in the call of the meeting, that an unannounced vacancy may nonetheless be filled at that meeting since elections are being held anyway. Is thee any truth to that or am I imagining it? Or perhaps hallucinating? Assuming that notice of filling a vacancy must be given, I don't see a clear way to bypass the right of the board to fill vacancies until the next annual or special meeting. However, a couple of options to limit the duration of a board appointment (or even to bypass it) might be available. One is for the board member who wants to resign to announce his resignation just prior to or AT the annual meeting while a large number of members are present. He and his friends can then circulate a petition at the meeting calling for a special meeting to be held ASAP as provided for in the bylaws. If the special meeting is held 30 to 60 days away, the interim appointee of the board will only get to serve for a month or two (unless he manages to get himself elected to the position by the membership). Another possible option is for the member to submit an irrevocable prospective resignation to take place at a future date, such as in 60 or 90 days. Although at the moment I can't find or cite an RONR provision specifically permitting prospective resignations, I believe RONR does permit them and I believe there have been several authoritative posts on this board to the effect that such a prospective resignation is permissible and that once it is submitted and accepted it becomes irrevocable and that the process for filling the vacancy or calling a special meeting to fill the vacancy can start at that point. Proceeding in that manner might permit the resigning member to remain on the board until his successor is elected by the membership.
  16. Since the provisions on pages 646-647 regarding breaches of order by members in a meeting, which are rules of order, provide that "A motion offered in a case of this kind can propose, for example, that the offender be required to make an apology, that he be censured, that he be required to leave the hall during the remainder of the meeting or until he is prepared to apologize, that his rights of membership be suspended for a time, or that he be expelled from the organization.", it seems to me that the society could adopt its own special rule of order on this issue that differs somewhat from the above quoted provision from page 647 of RONR. I don't see that it would have to be a bylaw provision. It is clear that votes might occur during the time that the member has been barred from the meeting hall. I agree with J.J. that a special rule of order, properly adopted by the society, would suffice.
  17. Reconsider a motion

    True, but guest Chuck stated in the original post that this was a board meeting. It is probably good, though, to point out that the rules for reconsideration in a committee are different.
  18. Reconsider a motion

    Thank you, Chris, for explaining why reconsideration would not be proper in this case.
  19. Reconsider a motion

    Unless you have unusual bylaws which provide to the contrary, the motion was adopted. A vote of two to zero is clearly a majority vote. Abstentions are not votes, are not counted, and do not affect the outcome when a regular majority vote is required. A motion to reconsider the vote at the next session is not in order. However, someone may move to rescind or amend the previously adopted motion. A motion to amend or resend something previously adopted requires a majority vote if previous notice has been given. Without previous notice, it requires a two-thirds vote or the vote of a majority of the entire membership. In this case, the membership is the board, not the general membership. If your board consists of five members, it could be rescinded without previous notice if three of the five board members vote to rescind. Even if only three members are present, it could still be rescinded without notice if all three vote to resend, provided your Quorum requirement is satisfied.
  20. President ex-officio

    I find it hard to believe that this organization is governed by a board of only two members. I believe we are missing some vital Information. For example, are the officers - the president, vice president, secretary, treasurer - not considered members of the board?
  21. Agreeing with guest Zev, unless the bylaws provide otherwise, the quorum is based on the number of living breathing members currently in office.
  22. Guest Frustrated, are you a member of this Board of Education? If so, you probably have some options available. If not, and you are just a member of the public attending board meetings, your options are quite likely limited to just complaining and trying to make the public aware of what is going on.
  23. Steven, your attorney might be relying on state law. Sometimes state laws provide that the remaining board members, even if less than a quorum, may still fill vacancies. Such a provision is also sometimes included in bylaws.
  24. No. Unless your assembly has adopted a rule to the contrary, the chair alone does not have the authority to have a member removed from a meeting. The assembly itself, however, can do so by a majority vote. See pages 645-648 for breaches of order by a member in a meeting. btw, the chair himself has no authority to promulgate a "rule" unless your governing documents give him that authority. Any such rule would have to be properly adopted by the assembly. Also, as presiding officer, he should not be making motions. He can, however, privately ask another member to propose such a rule.
  25. Defeated motion

    I agree with the previous responses and am also interested in the answer to the question asked above by Mr. Mervosh. You do have another option in addition to someone moving "The Previous Question".... which might require waiting until after the persistent member has made her speech. She is, after all, entitled to preference in recognition. Your other option is for someone to "Object to Consideration of the Question" as discussed on pages 267-270 of RONR. That motion is subject to special rules, but can very quickly end any consideration of the motion being objected to. It must be made immediately after the motion being objected to, before debate begins. It can be made when someone else has the floor and does not require a second. The member objecting to consideration does not have to be wait to be recognized, but may shout out the motion much like one would make a point of order. The chair can even raise the objection. The objection to consideration (which is itself actually a motion) must be put to an immediate vote without debate. It requires a two thirds vote to sustain the objection to consideration. It is a rarely used motion, but is perfect for situations such as you describe, where a member makes the same motion at meeting after meeting and the overwhelming majority of the other members don't want to waste any time with it. If you are considering using it, I urge you to read the rules concerning its use on pages 267-270 of RONR. It might also be a good idea to let the chair know ahead of time what you are considering doing, as it is a motion he might not be familiar with and will not know how to handle.