Weldon Merritt

Concurring with Mr. Martin about interpretation of state law, I will just add that, so far as RONR is concenreed, choosing not to vote is abstaining, whether or not you say, "I abstain."

"Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent." RONR, p. 92. ll. 22-25.

Unless I am missing something, it seems to me that you have a good point.

No rule in RONR would preclude it.

I concur with Mr. Katz. The motion is null and void, so just raise a Pont of Order and be prepared to appeal if the chair rules against the point.

I will add that if your idea is to first get the revision adopted as is, and then at the same meeting consider amendments to the newly-adopted revision, that won’t work (unless the revised bylaws contain some very unusual amendment provisions). Once adopted, the revision, including its amendment provisions, will be effective immediately. So any amendments to the new documents would have to follow whatever notice provisions are continued in the document’s amendment provisions. And if (unwisely) the revision contains no provision for its own amendment, the RONR default is that amendment requires previous notice and a two-thirds vote. Just follow the advice from Mr. Brown and Mr. Coronote, and you should be OK.

It's possible that the Study Guide didn't get anything wrong, and that the OP just misread the question or the answers. But I don't have my copy handy to check (and even if I find it, it may not be the current one).

Thanks, Dan. That makes sense.

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.