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Bruce Lages

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  1. Are you suggesting that if a motion to include in the minutes the names of those who voted in opposition to the original motion is defeated, you (all) would move to rescind the original motion and then bring it up again? I don't see any reason why that would be necessary, or even a good idea. A minority makes a request to have their votes recorded, the majority votes to deny the request. This is how parliamentary decisions are made. Unless there are compelling reasons, perhaps of a legal nature, to grant the request, it's time to move on. However, if you were suggesting something else by your statement, could you please clarify?
  2. If this bylaw quote is accurate, and the bylaws indeed are mute as to who can schedule a special meeting, does that mean that no one can schedule a special meeting or that anyone can schedule a special meeting?
  3. Based solely on your description, it appears that this code of conduct is not being considered as part of the bylaws per se ("...creating an appendix to our bylaws...), and that the bylaws committee is tasked with transmitting changes in the bylaws to the membership ("The Bylaws Committee shall present any proposed changes to the bylaws..."). If these statements are accurate, why would a member have to go the Bylaws Committee to present a concern about the proposed code of conduct? Or are you presuming that this appendix will become a part of the bylaws, equivalent to an additional article? If the latter is not the case, I concur with Dr. Kapur that it might be more appropriate to bring this concern to the membership directly as an amendment to the code of conduct policy.
  4. I agree with Mr. Merritt that terms described in that exact manner in the bylaws would be very unusual - are you certain those are the exact descriptions as stated in your bylaws? If they are, however, then the only way to remove the secretary from office is through the rather involved procedures specified in Section 62, Chapter 20 of RONR (pp. 650-669), unless your rules set out a different procedure. It's clear that this would make it all the more imperative to get your secretary to submit a resignation letter. If she's intent on resigning anyway, why would she resist communicating that fact in writing? There is one other possibility if your current secretary has, in effect, abandoned the position. You could elect a secretary pro tem to take over the secretary's duties (primarily recording minutes of meetings), either on a per meeting basis, or for several meetings at one time, until the current term expires on 12/2020. This latter option requires previous notice of the election.
  5. The preferred method would be to get an acknowledgement of her intent to resign. A letter of resignation or a verbal statement given at a meeting would be sufficient unless your rules prescribe some other method. Absent that, what do your bylaws say - exact wording please - about the term of office for the secretary?
  6. In addition to Dr. Kapur's question about how your organization has been interpreting a proxy given to the entire board, can you also tell us specifically what the entire board, or even a majority of the board, has done with such proxies given to it in the past?
  7. Assuming these two positions are identical with respect to committee membership, it would seem more efficient to call for all nominations at one time. You can then go to a ballot vote if there are more than two nominees, although it is not necessary. A voice vote, rising vote, or show of hands vote could also be used. Yes it is appropriate - nominations do not require seconds.
  8. I'm somewhat confused by this statement. Is the voting not until May because that is the time of your regular elections? It would be surprising if your organization didn't have a vacancy-filling procedure in its bylaws, which should certainly allow you to fill a vacancy in a much shorter time frame than from now until May. Have you looked for such a procedure? If you don't have a vacancy-filling procedure in your rules, and RONR is your parliamentary authority, it provides such a procedure for you, which can be found on pp. 467-468.
  9. If enough of your members feel that this is an undesirable situation, it would be proper to make these board members' voting records ( I assume it is possible with 11 board members to recognize who is frequently abstaining) an issue at the next election. You just might be able to replace these non-participating members with other, more conscientious people. Even though they do have the right to abstain, I believe that members are elected to boards with the expectation that they will participate to the maximum extent possible in the business of the board, and that requires casting a vote when you have an opinion on the matter being voted on.
  10. Guest More enlightenment - To be clear - and restate what others have said above - if this is a POA Board meeting, then the "no one else" or the "annoying outsiders" you refer to are everyone who is not a Board member. Being a member of the property owners association does not grant any rights with respect to Board meetings unless the Board itself votes to grant such rights as they deem fit. But note - since this is a property owners association, some rights may be conferred by statutes governing such associations -only a lawyer can provide further guidance on that.
  11. Regarding question 2, I would just point out that much depends on how much more than a dozen people you expect this assembly might grow to. RONR, I believe very deliberatively, states the small board rules as applying when "not more than about a dozen members present" (my emphasis). If you think this assembly is only going to grow by a handful of people - some of whom may not be present at every meeting - then it seems to me clearly not worth the hassle and confusion of cycling back and forth between small board rules and regular assembly rules. I would only consider abandoning the small board rules if you think this assembly is going to grow substantially above the 'about a dozen' figure - in both total membership and membership attending meetings.
  12. Yes, if the ballots in question are not of sufficient number to affect the outcome of the election, then the election will stand. But, if this is a 'written secret ballot' election, as you state, how can you determine which ballots are supposedly illegal? And, while you're at it, do you know why some ballots are considered to be illegal?
  13. Adding to Mr. Katz' answer, your major concern now is what kind of action did this a motion authorize? Whatever action has already been taken can not be 'un-taken'. You can only rescind the portions of the motion - if any- that address action yet to be carried out. It would certainly not be surprising that in the time interval since the motion was adopted, things were done to carry out whatever the motion mandated. Depending on what was done as a result of adopting this motion, it is possible that some of what was done could be reversed by means of separate motions. Mr. Britton's reference to bylaw changes is an example of this, where an ill-advised bylaw amendment can be undone via a new bylaw amendment.
  14. A motion to just "suspend the rules" is not valid. Such a motion is always worded as "I move to suspend the rules and...", where the wording following describes specifically the action you wish to take that would normally be against the rules. For example - "I move to suspend the rules and take up the report of the Building Committee" at a time when reports are not in order. The motion must always specify what action you wish to take. Also as stated above, the bylaws, as a whole, are never suspendible
  15. You need to get real legal advice from a lawyer familiar with the corporate statutes in your state. From a purely non-legal perspective, it is my understanding that the text you quoted and put into red font is in fact used, provided that this text is included in the statute in question. Does the statute that you quoted from include this language, particularly in reference to the section you are citing?
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