Weldon Merritt

Dan, would such a rule have to be in the bylaws, or would a special rule of order suffice. For example, could an SRO validly provide that if there is no quorum at a particular meeting (say Meeting #2), the minutes of the previous meeting (Meeting #1) may be approved by the board of directors rather than being held for the next regular meeting?

"Question," in this context, refers to an issue under consideration by the assembly. If you substitue "motion" for "question," the passage may make more sense to you.

Based on the infomation you have given us, it isn't.

Agreeing with George, I will just add that if the election is conducted properly, it would be unusual for an unopposed candidate to not reeceive a majority vote. It is improper to have votes "for" and "against" a candiate, as the only legitimate way to vote against a candidate is to vote for another one. And abstentions (including blank ballots) don't count. So the only way the sole nominee would not get a majority would be if there are enough write-in or illegal votes to preclude it.

Based on the quote that George posted, I would think not.

Thanks, Geeorge, John, and Richard. That's what I thought, but I was looking for confirmnation.

If a special meeting is called for the purpose of considering a motion to make a donation to a specified fund, is it necessary that the notice specify the amount of the donation? (The bylaws provide for special meetings, and the donation would be within the organization’s object.) If it is not necessary to specify the amount, then it seems that the motion could be for any amount (at least up to the amount in the treasury). But if the amount must be specified in the notice, then I assume that an amendment to decrease the amount would be in order, but an amendment to increase the amount would not be.

Unless applicable state law or the HOA governing documents grant that right.

Nothing at all, in my opinion, so long as the substitution is moved when no other primary amendment is pending. But it would have to be the existing document with at least some change. Offering the existing document with no change would not be in order, since adopoting that would be equivalent to simply rejecting the proposed revision (leaving the existing doucument in effect).

If this was not "not a formal board action," it probably shouldn't have been in the minutes in the first place.

Amen to that!

Of course it is. But that doesn't preclude us pointing out that it would be a pretty stupid idea.

I read smcgovern's post as saying that the two positions of Vice President and Cheer Commissioner were being shared by two members each (i.e., co-Vice Presidents and co-Cheer Commissioners). If so, that is prohibited unless the bylaws provide for it. But after re-reeading the post, I can see where it could be (and more liklely is) a case of one member holding two positions. If that indeed is what smcgovern is talking about, then I agree with J.J. [Edited to correct J.J.'s initials.]

How do we know it's a paid job? Unless I missed it somehow, the OP doesn't say that it is. "Event Director" may just be the title for one of the board positions, or some other appointed position similar to a committee chair. Either way, however, it seems to me that if the board has a backbone, they can order the director to plan the event (if it is not too late, as the OP suggests it nmay be). Then if the director still refuses, he can be subjected to disciplinary action. The real problem seems to be the board's reluctance "to piss of the director." [Edited to correct a typo.]

You're not worried about a bylaws issue, but about the erroneous declaration of an election winner. But others may be more concerned about an erroneous declaration of the result of a bylaws vote (or any of a number of other issues). I agree with Mr. Martin that the RONR rule is as it should be, and any asembly that wants to add to the list can do so by a special rule of order. (Even better would be for the members to learn to pay attention and raise point of order when appropriate.)

How about, "if the ex-officio member of the board is under the authority of the society (that is, if he is a member, an employee, or an elected or appointed officer of the society), there is no distinction between him and the other board members. If the ex-officio member is not under the authority of the society, he has all the privileges of board membership, including the right to make motions and to vote, but none of the obligations" (RONR, p. 483, ll. 26-33), and "The rules affecting ex-officio members of committees are the same as those applying to ex-officio members of boards" (P. 497, ll. 20-21). The exception for the president as an ex-officio committee member follows immediately after the second quoted passage. So it seems pretty clear to me that the rule about not counting toward the committeee quorum applies only to the president.

I also agree, unless she was improperly denied the right to vote. And it's not clear to me that she was. Just being told that she couldn't vote did not, in itself, suffice. I think she would have had to have raised a point of order, or somehow attempted to vote, but it appears that she just accepted being told that she could not vote. In any event, the announced result stands until someone raises a point of order at a subsequent meeting, and the point is ruled on. Then an appeal mosty likely will ensue, and the assembly will decide.

Josh, I agree with your answer, but I wonder if in a circumstance like this, it would be permissible for the assembly to now appoint a minutes approval committee consisting of some of those who previously were members, to approve the minutes. Assuming that they are available and willing to sereve, that seems preferable to having the minutes approved by all new members who may have no idea whethee they are accurate. This isn't a question of whether the new members can approve the minues. Certainly theyt can; but it may not be the best way to ensure they are accurate.

It's not even necessary to make a motion to adjourn "if all items on the agenda have been addressed and there is no further business before the committee." The only time a motion to adjourn is really necessary is if a member wants to adjourn before the business is finished (or before a pre-schedueld time for adjournment is reached).

Thanks, John. Taken out of context, the two quotes Guest Zev posted certainly appear incosistent. Just goes to show how easy it is to quote something out of context to support a particular view. I disagree. P. 575, ll. 21-25 seems pretty clear that autorization for rescheduling a meeting must be in the bylaws, at least if the meeting day is set in the bylaws. But I also concur with Josh that no bylaws authorization would be necessary if "the assembly’s meetings are scheduled by resolution, rather than in the bylaws." And lest anyone again claim that I am being inconsitent, I view the bylaws authority for the assembly (or the board) to schedule the meetings by resolution to include the authority to reschedule them, by the motion to amend something previously adopted. [Edited to add final paragraph.]

"[No conceivable situation under the sun" is prettty broad, and certainly is not what you were describing in your original post. But yes, I would say that there is no legitimate way for the meeting to be officially canceled. If someone tries to cacel it, and a quorum nevertheless shows up, they can proceed to conduct busiess. Or, if any members at all show up, even if fewer that a quorum, they still can meet and take any of the four actions allowed in the absence of a quorum. (See RONR, p. 347, ll. 30-32.) Of course, if no one shows up, I would agree that it "is not the end of the world." It does sometimes happen in the real world, but that doesn't make it proper. Now if the building where the meeting normally is held burns down, or the location otherwise becomes unavailable, that would create a practical necessaity to do something. But I would argue that rather than cancelling the meeting, the best course of action would be to find an alternate location, notify the members as expeditiously as possible, and (if feasible) post a notice at the old location directing members to the alternate location. And I also would advise recessing the meeting long enough to allow anyone who initially goes to the old location to make it to the alternate one before substantive business is conducted. The bottom line is that there usually is a legitinate way to do what needs to be done.

It seems to me that if someone claims that RONR allows someting, but fails to include a critical qualification to the actual RONR language, they have omitted it. I'm not sure I would agree, but even if so, RONR is clear that the authority to do so must be provided in the bylaws. or it can't be done.

I omitted nothing. Perhaps you are making reference to some other posting. No, I was referring to you post, in which you said, "If the Board has the authority to re-schedule a meeting as suggested in RONR/12 page 575 line 23, I would suspect that many readers may surmise that that would also include the authority to cancel a meeting." You seem to suggest that RONR itself gives the board the authority to reschedule a meeting. It does not. It says the board (or the society) can reschedule a meeting if the bylaws allow it. P. 575, ll. 21-25 (emphasis added). This is absurd. RONR says nothing of the sort You are correct that RONR does not specifically say that the board cannot cancel a meeting without bylaws authorization, but it certainly dos not say that the board can do so. My point is that it would be absurd to require bylaws authorization to reschedule a meeting, but not to cancel one. Further, RONR says, “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.” P. 482, ll. 25-29.

You omitted a critical part of that provision: "If the words "unless otherwise ordered by the Society [or "Executive Board"]" are added [to the byalws section on meetings]...." The counter to your argument is that if the bylaws must allow for rescheduling a meeting, they also must allow for cancelling a meetng. Otherwsie, it can't be done.

If they are not willing to accept the "black letter law," I'm not sure anything we say will be of much help. But unless whoever is doing the "ordering" that you referred to in your oiginal post can show you a rule superior to your bylaws (e.g., an applicable rule of a parent organization) that supports their claim, or unless they have the authority to issue binding orders to your group, I would say ignore them and move on.