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Bruce Lages

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Everything posted by Bruce Lages

  1. Consider as a whole revised by laws

    Not at the same meeting, if that's what you're asking. If a revision of the bylaws containing numerous separate amendments is considered and rejected, the only way the same amendments can be brought up separately would be to start the amendment process over again at a subsequent meeting, following whatever procedure your bylaws prescribe for their amendment.
  2. by law amendment and size of change

    Yes - in your example an affirmative vote of 7 ( or even 6) members is sufficient to adopt a bylaw amendment without previous notice. In small bodies such as yours, attaining a majority of the entire membership is usually easier than a 2/3 vote. There are also a number of motions that require a 2/3 vote that cannot be adopted by a vote of a majority of the entire membership. Look in RONR, 11th edition, pp. 44-45 in the grey-tinted pages at the back of the book for a definitive list.
  3. Election by Acclamation

    Can you clarify your response a little? What, specifically, is the deadline for? Is it for the nominating committee to submit their report? Or is it for members to submit additional nominations? Neither of these possibilities would necessarily eliminate the ability to nominate from the floor. I think the reason I'm confused is because if you do have a deadline for all nominations to be submitted, there would be no reason for the chair to ask for further nominations from the floor.
  4. Elections and Voting

    Your bylaws can pretty much say whatever you want them to say, as long as they are consistent with a constitution if you have one, and with applicable procedural provisions of state and federal laws.
  5. Nominations & Elections

    It is the president - or whoever is chair at the time - who presides over the nomination process. Try this from RONR - "A nominating committee is automatically discharged when its report is formally presented to the assembly..." (p.435, ll.4-5).
  6. Bylaws and Vote with Abstains

    Perhaps you could go even further than Dr. Stackpole suggests - if RONR is your parliamentary authority, you can eliminate that entire sentence because the definition of a majority vote and its applicability in deciding questions is clearly defined in RONR. As an aside you will also find in RONR those cases where a threshold greater than a majority is required to decide a question. Do your bylaws specify that RONR is your parliamentary authority, or that it governs all meetings, or something similar?

    The priority that I was referring to is the obligation to ensure that any proposed bylaw amendment - before it is presented to the membership for a vote - does not introduce inconsistencies and contradictory language with respect to other portions of the bylaws. It should be the responsibility of the member or members proposing the amendment to review the amendment's potential conflict with the rest of the bylaws and address those issues in their proposal before it is submitted. Clearly, it's too late for that in your case, but perhaps the lesson will be learned for next time. I think this is especially important in the case of an HOA, where the bylaws may well have more direct legal consequences than those of a private association.

    I agree that this amendment appears to introduce an inconsistency in the number of board members. Is there a priority? Yes, there is - it's resolving this contradiction before a final vote is taken. Ideally, this should be taken care of before the amendment is submitted. If it's too late for that, it may be possible to fix the inconsistencies by the process of amendment while the bylaw proposal is pending, but there is a risk that this procedure could get you outside the scope of notice for the amendment as submitted (see RONR, pp 594-596 for a discussion of bylaw amendments and scope of notice). As a last resort, you might end up with bylaws containing contradictory language, and then need to submit another amendment to remove the contradiction. Unfortunately for an organization like an HOA, that could be a tedious and time-consuming process. edited to add - note that if the new amendment is adopted, a board of seven members will be in accord with the 'not less than five nor more than nine' provision, so there is no immediate risk of not being in compliance with that provision. But you will still have contradictory language, which should be addressed as quickly as possible.
  9. AGM Resolutions

    Yes, any voting member may offer a motion at an AGM if the rules in RONR apply. A resolution is just a more formally-worded motion.
  10. Assuming the vacant positions are all identical with respect to description and term of office, then there should be one ballot for all vacancies instructing voters to vote for up to five candidates. Using this method, you just might be able to fill all positions on one ballot. If less than five candidates receive a majority vote, you would declare those receiving a majority elected, and then conduct a second ballot (and subsequent ballots if necessary) with all remaining candidates listed for the positions not already filled. However, if these positions are not all identical, then it would be preferable to use different ballots for any non-identical positions. This would apply to positions with differing titles or with differing terms of office.
  11. President ex-officio

    The section of the bylaws that you quoted states that the president is ex officio a member of all committees. But per RONR the board is not considered a committee. In order to determine whether the president is entitled to vote in board meetings, we need to know whether your bylaws indicate that the president is a board member (or an ex officio board member). What do your bylaws say about the composition of the board?
  12. Overturning a board decision

    You might want to also look at your bylaws to see what, if any, powers they grant to the board on an exclusive basis. Since the membership originally 'chose to remain smoking', they (the membership) may have the power to instruct the board not to reverse the previous decision, or to rescind a reversal if the board goes ahead. You need to find out whether your bylaws grant the board exclusive authority in this matter.
  13. RONR appears to recommend a prior notice of some sort, even if the 'prior' is not very much removed from the meeting - "A copy of the 'Proposed Standing Rules of the Convention' that the committee is to recommend - usually printed in the official program - should be handed to each person when he registers." (p. 618, ll. 27-30). It seems that the intent is to have the proposed rules known to the delegates as least prior to the meeting at which they are to be voted on. Something similar might be appropriate, even if not required, for mjhmjh's organization.
  14. Perhaps the OP could respond and tell us whether the organization's usual practice is that the special rules of order proposed by the secretary and then adopted are applied only to the semi-annual meeting at which they are adopted.
  15. I don't see how the secretary being the originator of proposed special rules of order has any bearing on RONR's requirement for prior notice. Presumably, if the secretary is sending out the notice of meeting, inclusion of prior notice for special rules of order would not be a problem. A summary of any and all proposed special rules of order would be sufficient provided that the summary clearly and completely explains the purpose of each proposed rule. See RONR, p. 122, ll. 22-27.
  16. Reports

    Not only should you not take a vote, you should not entertain a motion to accept the reports. Any such reports are simply filed by the secretary as part of the organization's records. The exception to this would be a financial report from auditors attesting to the accuracy of the treasurer's report. That should be accepted by vote of the membership.
  17. Motions

    OK - so your quorum for committee meetings is a majority of the committee members, so the answer to your original question is definitely no, the sole committee member remaining can not continue to conduct business. That means that if the recommendations to be made to the board were not approved before the quorum was lost, then another quorate meeting will need to be held to agree on the recommendation. Can we assume that the 5 members originally present are more than half of the total committee membership?
  18. Motions

    If that is an accurate statement of your bylaw language regarding quorum in committees, then it appears that one committee member can conduct business in a committee meeting. However, that is a rather unusual quorum requirement, and implies that you actually do not have a quorum requirement for committee meetings. In RONR, the default quorum for a committee would be a majority of the committee members. Are you certain that's what your bylaws say? Could you quote them for us (exact words)?
  19. Ad Hoc Committee motion to amend

    I don't see where anyone has stated that the board is analogous to the chair, but in the situation you've described, I think either choice could be used. If the membership strikes one or more names, the chair should be able to offer other nominees at that time, or the membership could approve only the names they did not strike as members of the committee, with additional nominees to be proposed at a subsequent meeting. But I'm still somewhat confused as to your procedure. In the third post you said that the leadership nominates committee members, who then must be approved by the general membership. However, subsequently you stated that the bylaws give the board the power to appoint committees for this purpose. These two statements seem to be in conflict since, if the board is given the power to appoint these committees, why should the membership have to approve those appointments? Can you clarify this?
  20. Richard - you may well be right, but I wonder why the vote should be 2-0. Granted, if the 3rd board member votes not to remove that would still constitute a 2/3 vote with 3 members voting, but it was made clear above that Guest Daisy still has the right to vote, and I would think she would not vote to approve her own removal. IF all four members vote, then 2 votes will not be sufficient for removal.
  21. Based on your quoted bylaw statement and your statement that your board currently has four members, then two votes will not be sufficient to remove you from your position. Two is clearly not 2/3 of four; a "two-thirds vote of the board of directors then in office" would require three of the four directors to vote to remove.
  22. Resigning of President

    Only if the organization's bylaws grant him that authority. If RONR governs, then a new president has already been selected the moment the current president resigns - it's the vice president. The selection process as defined in the bylaws would then be used to select a new vice president.
  23. Annual Meeting & Recall

    As to your first question - Do you mean nominations for the open positions, or election of the nominated members? Either way, nothing in RONR would prevent these items from being brought up at the annual meeting. Your association rules should probably describe any specific business that is to be conducted at the annual meeting, including whether the items you mention require previous notice. RONR requires previous notice for an election; such notice can be given in the call for the meeting or by your bylaws specifying that elections take place at the annual meeting. Is there some specific issue as to whether these items can be brought up?
  24. Lossof a quorum in a meeting

    If the chair observes that a quorum is no longer present, he is obligated to make that known to the assembly and to see that no attempt is made to conduct any substantive business while a quorum is not present. The assembly can, in the absence of a quorum, move to recess, to adjourn, or to fix the time to which to adjourn (i.e., set the time and place of an adjourned meeting in order to continue the business of the current meeting). They can also takes steps to obtain a quorum - for example making calls to encourage absent members to come to the meeting. Given that adjourning is only one of the several options available to the assembly, it would not be appropriate for the chair to assume a motion to adjourn.
  25. Regarding Mr. Novosielski's response - granted that RONR doesn't address this situation specifically, but I can also see a case for the provision of being an ex officio member of all committees, rather than the specific officer(s) named, as the determining factor for counting towards a quorum or not. Edited to add - Given this lack of direction from RONR, it falls to your organization to stipulate how you want this provision to apply towards the quorum numbers of your committees.