Laura Meade

Thanks for your help.

A state organization is having its annual meeting. They have a committee of national representatives that give a report of the proposals that will come before the national delegation. The committee wants informal feedback from the state members on the national proposals. Should the state meeting recess to have a separate hearing on the proposals, or does the meeting chair just ask for informal feedback to the committee? No motions are pending and they don't want any motions to require or recommend the representatives vote a certain way. It truly is a hearing, however, they want to limit the length of the hearing/discussion to 20 minutes. What is the best procedure to accomplish this?

The discussion is the problem. The member wants to "go on record" as having said the proposed purchase was a bad idea because of XYZ. (This is an HOA board, not a governmental body.) He made a (main) motion to amend the previously adopted minutes to add that "Member B said the proposed purchase was a bad idea because of XYX." He does this at many meetings. At first the motions were defeated, but now they're not even seconded. They still have to go in the minutes, though, from what I understand, so he gets his way, even though no one wants it. I think the only solution is for the board to adopt a special rule prohibiting such motions from being in the minutes. Can the board adopt such a rule, or would the whole HOA membership have to adopt it?

Just making sure I understand, A main motion that was made but not seconded or stated does go in the minutes, regardless of its content. And a motion that was made and defeated goes in the minutes, regardless of its content, even if it was a motion to include debate. So the debate ends up in the minutes. A motion that was stated and later withdrawn does not go in the minutes.

Member moves to amend previously approved minutes to add his comments from that meeting. Since Amend Something Previously Adopted is a "bring back" main motion, would the motion (with its detailed comments) be recorded in the minutes of the current meeting, even if it is defeated? Would it be recorded even if the motion wasn't seconded or stated to the assembly? Can the minutes just say, "A motion to amend the minutes of the ___ meeting was defeated"? Or, "was not considered due to lack of a second"? Can the chair rule it out of order? RONR 48:4 (regarding the content of minutes) "6) all main motions (10) or motions to bring a main question again before the assembly (6:25–27; 34–37) that were made or taken up—except, normally, any that were withdrawn*—stating: a) the wording in which each motion was adopted or otherwise disposed of (with the facts as to whether the motion may have been debated or amended before disposition being mentioned only parenthetically);"

Thanks to all who helped me understand these questions.

To make sure I understand, if another motion (for example a motion from a committee or a general order) is pending (with any subsidiary motions), it is set aside temporarily -- interrupted, but not disposed of -- and the the special order is taken up immediately. The chair automatically comes back to the other business when the special order is disposed of. Do I have that part right? But if you are considering another special order when the second one comes up, you need to vote on the first one (or refer, postpone, or lay it on the table) before you take up the second one. The interrupted general order will be able to be taken up after the special order is disposed of, but the previous special order must be disposed of first. Am I understanding that correctly? I'm trying to figure out how the chair handles these. Thanks.

Can you confirm what happens when the time arrives for a special order? Do you announce the order as pending, or do you put all pending questions to a vote first? 41:53 and 41:65 seem to conflict. 41:53 says, "But when the designated hour arrives, the special order automatically interrupts any business that may be pending except: (a) a motion related to adjournment or recess; (b) a question of privilege; (c) a special order that was made before the special order set for the present hour was made; or (d) the special order for a meeting, as described below. The chair simply announces the special order at the proper time, as shown in 14:22." 41:65 says, "When the assigned time for taking up a topic in an agenda arrives, the chair announces that fact. Then he puts to a vote any pending questions without allowing further debate, unless someone immediately moves to lay the question on the table, postpone it, or refer it to a committee..."

Thanks for the great replies and insight into this.

The bylaws only require a majority vote with notice.

A proposed bylaw was noticed within the proper 3 week period. Now there is a member that wants to propose a substitute while the noticed amendment is pending (in the upcoming meeting). I had always understood that any primary or secondary amendments had to be within the scope of notice and couldn't increase or introduce new changes to the proposed amendment, BUT I see that RONR seems to say that scope of notice only applies if a majority of the entire membership is not present. If a majority of the entire membership IS present, does scope of notice still apply? Can the member propose a germane but quite different substitute while the noticed amendment is pending? "57:11 If the bylaws require previous notice for their amendment (as they should), or if they do not but notice has been given and a majority of the entire membership is not present, no amendment to a bylaw amendment is in order that increases the modification of the article or provision to be amended (see 35:2(6))." (Section 35:2(6) doesn't mention the lack of a majority of the entire membership.) "57:12 The same principle applies to an amendment in the nature of a substitute for sections or articles (short of a revision), as already indicated above; the proposed substitute is open to amendments that diminish the amount of change, but not to amendments that increase it or that introduce new changes."

Will do. Thank you all.

Thank you for your help. The bylaws definitely need some work.

1. The bylaws say the board of directors is comprised of 3 - 15 directors. The membership elects the directors, and the directors elect the officers (president, vice president, secretary treasurer). If the board elects an officer who is not a director, but is still a member of the organization, does that officer have the privileges of being a board member -- voting, making motions, debate, etc? Or is the officer (regardless of which one) treated as a nonmember of the board, limited to the precise duties listed elsewhere in the bylaws, but not including motions, debate, and voting? See below, Section 5.5, for the president's duties. Section 5.5. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The president shall preside at all meetings of the members and of the board of directors. The president may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the board of directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors. 2. Here's the excerpt regarding the election and terms of officers. The wording makes it seem like the general membership elects the officers, but then it says at a board of directors meeting, so it would be the directors that elect. Am I interpreting this correctly, that the directors elect? Section 5.2. Election and Term of Office. The officers of the corporation shall be elected annually by the membership of the corporation at the regular annual meeting of the corporation board of directors. Members must be present to vote for the officers. The term of office shall be from January 1st until December 31st. If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Thanks for your help.

I read the Feb thread about "Tabling" and Postpone Indefinitely and just want to confirm what it "looks like" in a meeting. RONR says: "If it is desired to dispose of a question without a direct vote, the suitable method is to use the motion to Postpone Indefinitely. If it is desired to do this without further debate, the motion to Postpone Indefinitely can be followed immediately by a motion for the Previous Question." RONR (12th ed.) 17:18 (my underline) 1. Does this mean a member can do both motions in one step, saying, "I move to Postpone Indefinitely and I move the Previous Question"? 2. Or, does Postpone Indefinitely have to be stated by the chair and open for debate before the motion maker can be recognized again to move the Previous Question? So it might go like this: " Member A: I move to Postpone the main motion Indefinitely. Member B: Second. Chair: It is moved and seconded to Postpone the main motion Indefinitely. Is there any debate? Member A (who gets to speak first since she made the motion). Member A: I move the Previous Question. Member B: Second" 3. It was suggested that the motion to Suspend the Rules could also be used to kill the main motion with one step. Would that go like this: "Member A: I move to Suspend the Rules and Postpone the main motion Indefinitely without further debate." I appreciate your help with these scenarios. Thanks.

Thank you

A discussion came up in our group about scope of notice. In 57:11, it says, "If the bylaws require previous notice for their amendment (as they should), or if they do not but notice has been given and a majority of the entire membership is not present, no amendment to a bylaw amendment is in order that increases the modification of the article or provision to be amended (see 35:2(6))." Does that imply that if there is a majority of the entire membership present there can be amendments beyond the scope of notice? Please explain.

If the Previous Question is voted on and ordered on the debate of an appeal (e.g. whether an amendment is germane), does the chair still get to speak last, or does debate end immediately? Page 258, lines 6-8 says, "He can answer arguments against the decision or give additional reasons by speaking a second time at the close of the debate," (my underline) which makes me think he can, but I want to be sure I'm interpreting that correctly. Thanks.

Thanks. Very helpful!

Scenario: Organization holds its board of director elections electronically at the end of July, but the directors don't take office until the biennial membership meeting in November. A current board member was reelected. After the election, he was upset about one of the other elected members and said very bad things about the other member on social media. The rest of the board would like to remove him from the board, and the bylaws allow the board to do this. "Any Director or Officer elected or appointed by the membership may be removed by the Board of Directors whenever, in their judgment, the best interests of the Association would be served thereby. Removal of a Director requires a two thirds majority vote of the full Board of Directors." Questions: 1. I understand they can remove him for cause from the current board, but can they prevent him from taking office on the new board in November, by including in the disciplinary action that he has since been disqualified to serve, or that the breach of "conduct injuring the good name of the organization" applies to the future board as well? 2. If they prevent him from taking office, is the open position considered an incomplete election or a vacancy? 3. If they cannot prevent him from taking office, would the new board have to go through the whole disciplinary process again after the November meeting? Thanks for your help.

Thank you, Mr. Martin. I forgot that "rules which have their application outside of the session which is in progress cannot be suspended." RONR (11th ed.) p. 264, ll.29-30. Your other comments and suggestions make sense. Now I have a related "What if". If the motion was simply to "have the 2019 conference at City A", and we did not have the 18 month requirement, the member would have been able to move to Postpone Indefinitely, right? Can you have a blank as part of a main motion? Would having a blank ("have the 2019 conference at City ___") make Postpone Indefinitely not in order? The motion was about choosing a location, and he wanted to kill the motion without a direct vote so he could talk to the folks at his home unit about their preferences. I'm just curious about the effect of the blank and Postpone Indefinitely.

Our organization had its fall council meeting this weekend. One of the agenda items was to determine the location of the 2019 spring conference. Our procedures (not bylaws) require that the location be determined at least 18 months prior to the conference. The main motion was proposed as a fill in the blank, with 3 suggestions for locations. A ballot vote was ordered, due to the way our proxies are counted. During debate, a delegate wanted to postpone the motion so he could talk to his unit members about their preferences. He tried to postpone to a certain time, which the chair ruled out of order, as the next meeting isn't until May 2018. #1 -- Would it have been in order to suspend the rules (about determining the location 18 months ahead of time) to postpone indefinitely, so as to kill the motion for this session (and presumably renew it at the May 2018 meeting)? #2 -- Or, since fill in the blank is a form of an amendment, is postpone indefinitely not in order, due to the precedence of motions, even though the original motion was presented as a main motion with options? #3 -- Since suspend the rules is not debatable, could he have spoken in debate on the main motion and then made the motion to suspend the rules and postpone indefinitely? And there would be no further debate? Thanks for your help.

It was a different committee (not the Nominating Committee). Have others encountered this interpretation of the VP stepping in? It's pretty standard bylaws language, isn't it? So if I understand it correctly, in the short term, the majority decides the interpretation, and in the long term the organization needs to revise the bylaws to be more specific as to when and how the VP can carry out the presidential duties. Any suggested wording would be helpful. Thanks.

The bylaws say the President shall serve ex-officio on all committees except the Nominating Committee. They also say: "The Vice-President will: (1) Perform all the duties of the President in his/her absence." The President could not attend a committee meeting. He asked the Vice President to attend in his place. An important vote was taken. Should the VP's vote have counted, or is it considered a proxy vote, which isn't allowed? Is the VP "performing the duties of the President in his/her absence" or does that not include the ex-officio duties? Thanks in advance for your help.

Thanks for clarifying, Mr. Honemann. And thanks for the reminder about the subsidiary motion not being debatable. I know better.