Josh Martin

A motion would still need to be made in this matter at the meeting. Presumably, that motion would be made by the reporting member of the Advisory Board, assuming that person is also a member of the parent assembly. (As Mr. Merritt notes, in the alternative, the chair could "assume" the motion.)

Could you provide more specific details of what exactly the rule in question is and what exactly the society desires to accomplish by suspending the rules in this matter?

His response is correct. You do not have the authority, as an individual, to order the Secretary to send the minutes to members in advance of the meeting. He is also correct that he is not your Secretary, he is the secretary of the association (and of the board). (Although to be clear, I am not sure you were intending to suggest that he was your secretary.) The board may, if it wishes, order the Secretary to send the minutes to members in advance of the meeting, but you do not have the authority to do so as an individual. Well, this is all very unfortunate and certainly at least some of it seems inappropriate (and somewhat childish), but notwithstanding this, the fact remains that the Secretary is correct that the President has no authority to order the Secretary to submit the minutes to the board members in advance of board meetings. Only the board has that authority. While I agree that "RONR does not anticipate that a Board member (secretary) would obstruct the business of the Board,"* I would respectfully disagree with the characterization of the Secretary's response to this particular request as obstructing the business of the board. I must reiterate again that no rule in RONR requires the Secretary to send a copy of the draft minutes to members in advance of meetings. This is the practice in some boards, and certainly the board may adopt such rules if it chooses to do so. But in the absence of such rules, I would not characterize the Secretary's decision to wait to submit the draft minutes to the board members until the next regular board meeting as obstructing the business of the board. Now, if the board does adopt a motion requiring the Secretary to submit the draft minutes in advance and the Secretary still refuses to do so, then I think that could reasonably be described as obstructing the business of the board. (Based upon the general description of the Secretary's behavior, it may well be that the Secretary is obstructing the business of the board in other areas, but that is a separate matter.) * Or more specifically, I would say that RONR anticipates such obstruction to be the exception rather than the rule. To the extent that the Secretary does obstruct the business of the board, RONR discusses responses to such behavior in RONR (12th ed.) Ch. XX, although it may well be that your organization's bylaws have their own rules on that subject. In any event, those matters would be addressed by the board (or possibly even by the full association), not by the President as an individual.

RONR has no direct answer to this question, although I think generally they would be counted in the reverse of what RONR says pertaining to notice. I don't know that a rule pertaining to providing a notice before a meeting should necessarily be viewed as analogous to a rule requiring action to be taken after some action. I would not view what RONR says pertaining to notice as applicable here. When you're calling a meeting, the rule in RONR makes sense because you're really counting backwards. The meeting is Day Zero, the day before the meeting is Day One, and so on. But when a rule requires that you count forwards, then I believe you would count the meeting or triggering action as Day Zero, the day after the meeting or triggering action is Day One, and so on. So I believe you're overthinking it. I believe your instinct was correct and the answer is indeed "obvious." In this situation, let us suppose that, just for sake of an example, that the officers took office today (May 3rd). In my view, the rule would be satisfied so long as the action is completed on or before May 23rd.

You will need to review your organization's bylaws governing the Resolutions Committee to determine the answer to this question. And it may well be that the answer to these two different scenarios (late submissions vs. formatting errors) is different. What RONR says on the subject of the Resolutions Committee can be found in RONR (12th ed.) 59:67-83, but as you will see in those pages, the text is clear that the degree of authority granted to this committee varies from society to society, so you will still need to check your bylaws.

So if this was a society which had no parliamentary authority at all, they might have something of an argument on this matter. But your organization has explicitly stated the following in its bylaws: "Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.” The text of the rule in the bylaws does not say that the book will be used as "a guide that we can follow or not." It says that "In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply." So I don't know what more to tell you. These members are simply wrong. You are required to follow this book, because the organization's own bylaws, which the organization adopted, says so. To the extent the organization wishes to deviate from this book in particular matters, there are a number of tools with which to do so, including adopting special rules of order and suspending the rules. I would imagine the procedures for doing so are generally comparable to the procedures for doing so in Robert's Rules of Order. It simply is not correct that it is "nothing more than a guide that we can follow or not." While your organization has not adopted RONR, this is what RONR says about adopting a parliamentary authority. I would imagine Mr. McConnell's work says something comparable. "When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization." RONR (12th ed.) 2:18, emphasis added If the organization wishes to chuck its parliamentary authority out the window and just make up its own rules from whole cloth, it's free to do so by amending its bylaws to remove the section which provides "Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.” To be clear, I do not advise doing this, and neither does RONR. While Mr. McConnell's work is not my first choice for a parliamentary authority, I would still advise using it over whatever random nonsense your board members come up with. Nonetheless, the organization is free to do this if it wishes. "The usual and preferable method by which an ordinary society now provides itself with suitable rules of order is therefore to place in its bylaws a provision prescribing that the current edition of a specified and generally accepted manual of parliamentary law shall be the organization's parliamentary authority, and then to adopt only such special rules of order as it finds needed to supplement or modify rules contained in that manual." RONR (12th ed.) 2:15 "Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority." RONR (12th ed.) 2:19 Now, with all that said, if all or most of the association's members simply choose not to use the parliamentary authority, I don't know that anyone can stop them. An organization is generally responsible for following its own rules. There are no "Parli Pro Police." Well, I may have been a bit hasty in this statement for a few reasons. But as a general matter, yes, it is correct that a board which is subordinate to a larger organization cannot adopt special rules of order which conflict with the parliamentary authority, and certainly cannot adopt special rules of order which chuck the parliamentary authority out the window altogether and replace them with something else, as I think the rules your board has proposed seem to do. In the ordinary case, if a board wishes to adopt special rules of order which conflict with the parliamentary authority, the proper course of action is for the board to 1.) recommend to the membership to adopt the rule in question or 2.) request that the membership grant the board the authority to adopt special rules of order which conflict with the parliamentary authority, at least for purposes of adopting rules governing the proceedings of board meetings. "The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." RONR (12th ed.) 49:15 But I think there are two important caveats to this statement. 1.) It may well be that your organization's bylaws or applicable law grant your board greater authority in this matter. Indeed, my general experience (and this is not legal advice) is that state law quite often grants very expansive authority to HOA boards, and very restricted authority to the HOA's membership. 2.) The rule cited above is found in Robert's Rules of Order Newly Revised in Brief, not Robert's Rules of Order Simplified and Applied. Further, it is a fairly advanced and specific rule. I cannot say with confidence that a similar rule exists in Mr. McConnell's book. (I am inclined to guess that the book does not address this question one way or the other.) So it may well be that, notwithstanding the general practice, your board is authorized to adopt special rules of order which conflict with the parliamentary authority (but not with the society's other rules), at least with respect to the conduct of business in board meetings. I am still extremely skeptical that the board may choose to substitute the parliamentary authority in its entirety with rules of its own devising, as that would seem to me to conflict with the bylaws themselves. In any event, it continues to be my view that doing so would be ill-advised.

Well, the President is wrong on this on two counts. For starters, as Mr. Katz notes, even assuming there was no rule on this matter, this would be up to the assembly to decide, not the President acting alone. But the President is also mistaken when he says this is "not mentioned." RONR is actually very explicit on this subject. Members cannot be deprived of their individual, basic rights of membership, unless 1) the member's rights are under disciplinary suspension or 2) due to a specific provision in the bylaws. "A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings. Some organized societies define additional classes of “membership” that do not entail all of these rights. Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified. Such members are also described as “voting members” when it is necessary to make a distinction." RONR (12th ed.) 1:4 "Members in good standing are those whose rights as members of the assembly are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws. A member may thus be in good standing even if in arrears in payment of dues (see 45:1, 56:19). If only some of an individual's rights as a member of the assembly are under suspension (for example, the rights to make motions and speak in debate), other rights of assembly membership may still be exercised (for example, the rights to attend meetings and vote)." RONR (12th ed.) 1:13n3 So if the organization wanted to continue this practice (although I gather that the organization does not want that), it would need to amend its bylaws to provide for it. Unless and until the bylaws are amended, even the assembly itself (let alone the President acting alone) does not have the authority to order these members removed from the meeting.

Well, if the majority of the association is so concerned about these issues, then I would suggest they show up to the meetings so they can outvote the "grillers," and then that should settle that.

For starters, do your bylaws have their own rules on how to handle disciplinary procedures? You say that "the procedure is to have a juror comprised of officers to vote on the outcome." Is this found in your bylaws? What exactly do those rules say on this matter? If your bylaws have their own rules on these procedures, then what RONR says on this subject is irrelevant, because your bylaws take precedence. Generally, if you are following the procedures in your bylaws, I would say that all members have the right to vote, unless the bylaws provide otherwise. RONR does have the following rule: "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4 I do not think the fact that a person has brought the initial complaint regarding alleged misconduct, in and of itself, constitutes a "direct personal or pecuniary interest not common to other members of the organization." It is conceivable that there may be other circumstances involved here which may constitute such an interest. In any event, the officers would ultimately make that judgment for themselves. The members would ultimately retain the right to vote. If your bylaws do not have their own rules on these procedures, then the procedures will vary depending on what the bylaws say concerning the term of office. "Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows: • If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion. • If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held." RONR (12th ed.) 62:16 If a formal trial is not required, all members are free to vote on this matter, even the accused (although the accused should not do so, due to the personal interest rule noted above). If a formal trial is required, it should first be noted that the organization is getting ahead of itself, as there are other steps before getting to that point. (Section 63 of RONR should be read in its entirety before commencing formal disciplinary procedures.) When the formal trial arrives, however, the trial would either be held before the club in its entirety, or before a trial committee appointed by the club for this purpose. If the trial is held before the full club, all members of the club may vote (except the accused, who must leave the hall during consideration of the question of guilt and the penalty). If the trial is held before a trial committee, all members of the trial committee may vote. Certainly, the assembly would likely wish to appoint persons who can be trusted to exercise fair judgment in this matter to the committee. There is no rule in RONR providing that the "accusers" are not permitted to vote. Indeed, RONR does not discuss an "accuser" at all, and it must be noted that under RONR, no individual person has the right to prefer charges - only the society itself may do so.

The rule which seems most applicable to this situation is as follows, which appears in the context of a vote by mail (there are also rules pertaining to changing votes cast during a meeting, but those seem less applicable here): "If the vote is to be secret, an inner return envelope—with a space for the voter's signature placed on its face instead of on the ballot—should be sent to the voter with the ballot, in addition to the self-addressed outer return envelope described above. The ballot sent to the voter should be prefolded a sufficient number of times so that—when returned marked and refolded in the same manner and sealed in the inner envelope—there will be no chance of accidental observance of the member's vote by the teller who removes the ballot from the inner envelope. The person designated as addressee for the returned ballots holds them in the outer envelopes for delivery, unopened, at the meeting of the tellers where the votes are to be counted. At that meeting all inner envelopes are first removed from the outer envelopes. In the procedure by which the tellers remove the ballots from the inner envelopes, each envelope and ballot is handled in the following manner: (1) the signature on the envelope is checked against the list of qualified voters; (2) the voter is checked off on the list as having voted; and (3) the envelope is opened and the ballot is removed and placed, still folded, into a receptacle. When all inner envelopes have thus been processed, the ballots are taken from the receptacle and the votes are counted. In order to ensure the accuracy and the secrecy of such a vote by mail, special care should be taken in all phases of handling the ballots. The chairman of tellers or other person responsible must be able to certify the results from both of these standpoints. Should the recipient of the ballots receive two evidently sent in by the same voter, the above procedure permits the voter to be contacted for a determination of which is the voter's true vote and, if both are, which (the most recent) is to be counted. As with respect to nonsecret ballots, e-mail and other means of electronic communication may be able to be tailored to comply with the above requirements for secret mail balloting." RONR (12th ed.) 45:61 But how exactly this will apply to a vote taken by electronic voting will, I imagine, depend on the features of the technology used. Well, not necessarily. It depends, as you have said, on the technology used. RONR does permit changing a vote in a vote by mail - assuming the organization follows RONR's advice and uses the "double envelope" method and does not open the inner envelopes until the vote has closed. I do not have the slightest idea whether the technology utilized by the organization is configured in such a way that a member could change his vote. It's permissible by Robert's Rules, yes. The real question is whether it is possible as a practical matter under the technology used by your organization. Is it possible to "remove" the original vote cast by the voter and permit the voter to cast a new vote? If so, then the member can change his vote. If not, then he can't.

Perhaps you could provide some additional context concerning what you are talking about. You say "In a large organization with over 1000 members it is not likely you can get 2/3." To the extent you are saying it is not likely you can get 2/3 of the full 1,000 members, this sounds likely to be accurate, but why does this question arise? Does your organization require 2/3 of the entire membership to attend meetings in order to have a quorum? Does your organization require a vote of 2/3 of the entire membership? Please describe more specifically what exactly the situation is and what exactly your organization's rules say on this subject.

The nominees, if they are members of the assembly electing the officers, have the right to remain in the room for the discussion, unless the organization's bylaws provide otherwise.

I agree with your interpretation. It seems to me that your rules provide that the Chapter may create additional standing or special committees and, when the Chapter has done so, the President appoints the members of the committee. It does not appear to me that the rule in question authorizes the President, acting alone, to create additional committees. Yes, this seems correct to me. Assuming the "committee" continues to do nothing, I suppose there are no practical implications. Yes, I think you have summed up your options correctly. Adopt a motion to create a Bylaws Committee, and specify what the committee is tasked with. I mean, you could probably just do nothing, since they're not doing anything anyway. But if you wanted to be official about it, you could inform the members of the committee (and the President, if it's still the same President) that this committee was not properly created, and they are not a committee of the organization.

I would like to see what your bylaws say on the subject of special meetings, but based upon the facts provided at this time, I am inclined to agree with Mr. Novosielski that this rule is quite likely only applicable to regular meetings. In any event, it is ultimately up to your organization to interpret its own bylaws. There is nothing in RONR that will specifically tell you what a rule your organization has adopted means, but RONR provides some general guidance on the subject of interpreting bylaws in RONR (12th ed.) 56:68.

I don't know. Where are you getting this terminology from? Applicable law? If so, that sounds like a question for an attorney. As a matter of parliamentary law, the board only has the authority granted to it by the bylaws, and the association may overturn the board's decisions if it wishes. "A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it. The amount of regular power delegated to an executive board under the bylaws varies considerably from one organization to another. If the society as a whole usually meets less often than within quarterly time intervals (9:7), or if its main purpose is other than to transact business, the entire administrative authority of the society is best left to the board between the society's meetings. Usually in organizations meeting monthly or oftener, and sometimes in those meeting quarterly, the board is not given so much power, since the society can attend to much of its business at its regular meetings. (For appropriate wordings for the governing provision in the bylaws in each of these two cases, see 56:43, 56:64(2).) In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9). Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35). It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business." RONR (12th ed.) 49:5-7 Since this is some sort of homeowners association, it seems very possible that there is something in applicable law granting more expansive powers to the board and restricting the powers of the association's membership, but that is a question for an attorney. There may also be something to that effect in the bylaws. If you are in the majority on the board, then it seems you'll win the vote on the board. But if you are in the minority in the full association, then it seems you'll lose the vote in the full association. Well, yes, but what I understand to be the situation is that the majority of the board and the majority of the association (or at least the majority of the association's members that show up to meetings) may be at odds in this matter. Grilling and insurance policies are not topics covered in Robert's Rules of Order. This sounds like a question for an attorney or an insurance agent. As a parliamentary matter, your organization is free to keep grilling (or not grilling) as it pleases. Whether it's a good idea isn't RONR's problem. RONR is about the process of making decisions. The merits of the decisions themselves are up to the assembly to determine by vote. I can't speak to the degree of authority granted to your board under applicable law and your bylaws. What RONR says on this subject is found in RONR (12th ed.) 49:5-7. I do not have the slightest idea what the legal remedy is. This is a forum for questions about Robert's Rules of Order. If you have questions concerning applicable law, you should consult an attorney.