Weldon Merritt

Not under the small board rules. "There is no limit to the number of times a member can speak to a debatable question." RONR (12 ed.) 49:21(3). Those rules don't address how long each speech may be, so I suppose the "10 minutes on each topic" rule still applies.

No! Why on earth would you think that it might be? So far as RONR is concerned, a member cannot yield his or her time to another member in the first place. (It is conceivable that your rules do, but I'd be surprised.) But if it happens anyway, and no one raises a Point of Order, it's not a continuing breach and carries no consequences.

I agree re appointment of a MAC. I was going to mention that, but since it wasn't directly relevant to the specifis question asked, I decided not to.

Well it's certainly not correct so far as RONR is concerned. I suppose it's possible that it is correct according to your own rules. I seriously doubt it, but I have seen some strange rules from time to time.

Anyone member (as of the time the point is raised) could raise it. The likelihood that anyone would raise it is, perhaps, slim. But not non-existent.

To reiterate something that I alluded to (perhaps not clearly) in an earlier response, it may well be that because of the dilemma created by the bylaws, proceeding as J.J. proposes may be the only feasible way for the board to proceed in order to save the organization. But of so, they should freely acknowledge that they are acting outside the rules, and not claim that they are acting within the rules.

You may be using the term "reconsider" in other than its parliamentary sense. As used in RONR, the motion to Reconsider has very specific time limits. It can be made only at the same meeting at which the motion to be reconsidered was adopted (or in a session consisting of multiple meeting, on the next business day of the session). And it must be made by someone who voted on the prevailing side. If the motion to Reconsider is adopted, it puts the original motion back before the assembly in the same state it was on just before the vote on it was taken. The motion is then subject to any action that could have been taken with it before. But I have a feeling that you are using "reconsider" in a more generic sense, and you really are taking about a motion to Amend or Rescind Something Previously Adopted. If so, the rules are different. First, there is not time limit on the motions, so long as the motion to be amended or rescinded has not been executed. And the motion can be made by any member. If the motion to amend or rescind is adopted, then the original motion either is amended or rescinded (depending on the form of the motion to either amend or rescind it. If the motion to amend or rescind fails, then the original motion remains unaffected.

I agree that it pits puts everyone on an equal footing. But one of the problems it does not solve is what to do if no one gets a majority (or, in the case of multiple equivalent offices, such as director-at-large, if not a sufficient number get a majority). RONR therefore suggest that it might be a good idea for the bylaws to "authorize the use of some form of preferential voting or ... provide that a plurality shall elect, and ... provide for a method of selection if there is a tie." RONR 46:36. Of course, the applicable statutes need to be checked to determine if either form of voting is allowed.

Yes, I somehow overlooked that in my response. The subsequent responses are much better than my initial one.

As you yourself noted: RONR contains no exception for closed meetings. That said, cine you are taking about an HOA, there very well maybe applicable statutes that could change the answer (including whether the board is even authorized to hold closed meetings in the first place). If so, those are beyond the scope of this forum.

But RONR specifically allows a convention to determine who its member are. It contains no similar provision for the situation you describe.

At any point? I'm not so sure. What about after debate had started, or if no debate, after voting had begun? Or would it be similar to the situation with the absence of a second? I'm not necessarily disagreeing; I'm just wondering at what point a Point of Order would not be well taken (assuming that the non-member either did not vote, or if he did, his one vote would not have affected the result).

Concurring with Dr. Kapur, I will add that in my experience, one of the main reasons that members don't want to be recording secretary is that the organization puts far too much information in the minutes. If the minutes adhere to the RONR requirements, they usually are not a lot of work.

I concur with Mr. Brown, who beat me to the punch. If you want the rule in RONR to apply to the president's vote, you will need to amend the constitution to either mirror the RONR language or, even better, delete the provision from your constitution and allow the RONR rule to apply by default.

You said in your original post, "The members that have resigned cannot attend any future board meetings." (Emphasis yours.) So in the situation you describe, it seems that the chair would know that a quorum cannot be reached. But I'm not sure that's relevant to the issue. The fact is that a quorum was not reached. I can't speak for "most posters," but I am fully cognizant that at least one purpose of a quorum is to protect absentees. And it may be that the remaining board members did the best thing they could for the survival of the organization. But that doesn't mean that what their purported "ratification" was legitimate, as you seem to be claiming. I agree that the more time that passes without a Point of Order being raised, the less likely it will be that one will be. But I am not so sure that there ever would be a time when one "could not be legitimately raised." Of course, if one is raised and the chair rules it not well taken, and either there is no appeal or the chair's ruling is sustained on appeal, that will settle the matter unless someone chooses to litigate the issue. And if that happens, all bets are off.

True. And if they (unwisely) don't include requirements for their own amendment, and if RONR is the parliamentary authority, previous notice still would be required, unless a majority of the entire membership can be obtained. RONR 56:50.

Nothing in RONR would preclude it. Any prohibition on doing so would have to be in the organization's own rules or higher authority (such as an applicable statue).

I'm not so sure that "advises against" is accurate. RONR 56:1 refers to having a single document as "the preferred practice for ordinary societies today." To me, that seems more like a recognition of a common practice than actual advice. Nevertheless, I agree that there usually is no good reason for having separate documents.

Suppose a local (unincorporated chapter of a parent organization has a provision in its bylaws stating that upon dissolution, the chapter's assets will be distributed to the parent organization. Then for reasons that are irrelevant to my question, the local chapter decides to dissolve and form a new charter with the same members. May the resolution dissolving the chapter provide that the assets will be distributed to the newly formed chapter, despite the existing bylaws provision, or would the bylaws first need to be amended to allow transfer to another chapter instead of to the parent organization? I note that RONR 55:6 states that a resolution to dissolve an unincorporated organization "is in effect a motion to rescind the bylaws, and therefore requires for its adoption the same notice and vote as to amend them ...," im case that is relevant.

My position is pretty much in accord with what others have said.

Which is it?

I concur. I somehow missed that his might be an public body of some sort.

"A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair's prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion." RONR (12th ed.) 47:55.

I agree. It is obvious that despite the overwhelming arguments, J.J. is not going to change his mind.

So far as RONR is concerned, in a small board meeting (defined as one "where there are not more than about a dozen members present"), the chair may participate as fully as any other member. RONR (12th ed.) 49:21. If there are procedural statutes or ordinances applicable to the body. and they provide differently, they would take precedence over RONR. I would be surprised if they were more restrictive than RONR on that issue, but it's possible.