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Bruce Lages

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  1. Nothing you have presented so far indicates that your president has the power to remove someone from an elected office. Is this authority stated somewhere else in your bylaws?
  2. Bruce Lages

    How to initiate research on a project

    Your 5 member board can, and should, operate under the relaxed small board rules set forth in RONR (p. 487-488, 11th ed.). What your board has been doing is not that far removed from the procedures outlined in those rules. For example, the small board rules allow a limited amount of discussion without a motion pending. So, in your bulletin board case, a member is free to note that the bulletin board is in a state of disrepair and perhaps should be replaced, without a motion to that effect. Committees of one are also not uncommon in a board of that size. So, a completely appropriate response from the chair could be "If there is no objection, Mr. X is appointed as a committee of one to explore replacement of the bulletin board "(assuming Mr. X is willing to follow up on his observation). Not every action absolutely requires a formal motion, and, especially in your board's size, conducting business by unanimous consent, where appropriate, will make meetings flow more smoothly. While the formal rules of RONR are, of course, still available to you, it makes sense to keep things comfortable for your group with the more informal rules allowed by RONR. As to your specific questions: 1) yes, a motion to refer to committee is appropriate, and as noted can be easily done by unanimous consent. Once you have the committee's recommendation, you don't move to substitute, you just move to do whatever the committee recommends. 2) That scenario is not better. If you want information before deciding, then use the steps in 1) above. No need for postponements. 3) You're certainly free to schedule a working session before or after a meeting to discuss all you want, but motions to take action can only be made within a meeting. Having a 'working session' within a meeting is probably going to cause more confusion and prolong your meetings, perhaps substantially. The small board rules permit a certain amount of discussion without a motion, but not at the expense of conducting further business.
  3. Bruce Lages

    Adding to minutes after a meeting

    A point of order can only be made at a properly called meeting. If this member is trying to claim, outside of the meeting in question, that the meeting of another body was inappropriate, that does not belong in the minutes. She can make her point at the next meeting, although I suspect it may already be too late to raise the issue. For future reference, please start a new thread for a new topic, no matter how similar to a previous topic, rather than adding a question to a 4 year old thread.
  4. Since the bylaws mandate that "Regular meetings will ordinarily be held on the second Tuesday of each month...", it seems to me that if you want to permanently eliminate meetings in June and July, the proper way to do that is to amend the bylaws. The provision in that same bylaw that grants the authority to change meeting dates stipulates that such change is for the purpose of holding meetings in conjunction with other activities. Simply eliminating certain meeting dates doesn't seem to conform to that purpose for a change of date. Why not just amend the bylaws to eliminate those June and July meetings?
  5. Bruce Lages

    Question regarding Special Rules of Order

    I wonder whether the answer to Bill W's question 1 is, in fact, a 'no'. Even though the bylaw as written does not reference special rules of order, RONR certainly does. It seems to me that adopting RONR as a parliamentary authority gives the organization the right to adopt special rules of order, as well as the procedure to do so. RONR also stipulates that any such special rules of order will supercede the rule as stated in the parliamentary authority; therefore creating a case in which the rule as stated in RONR is no longer applicable.
  6. Bruce Lages

    by law amendment and size of change

    Yes - in your example an affirmative vote of 7 ( or even 6) members is sufficient to adopt a bylaw amendment without previous notice. In small bodies such as yours, attaining a majority of the entire membership is usually easier than a 2/3 vote. There are also a number of motions that require a 2/3 vote that cannot be adopted by a vote of a majority of the entire membership. Look in RONR, 11th edition, pp. 44-45 in the grey-tinted pages at the back of the book for a definitive list.
  7. Bruce Lages

    Election by Acclamation

    Can you clarify your response a little? What, specifically, is the deadline for? Is it for the nominating committee to submit their report? Or is it for members to submit additional nominations? Neither of these possibilities would necessarily eliminate the ability to nominate from the floor. I think the reason I'm confused is because if you do have a deadline for all nominations to be submitted, there would be no reason for the chair to ask for further nominations from the floor.
  8. Bruce Lages

    Elections and Voting

    Your bylaws can pretty much say whatever you want them to say, as long as they are consistent with a constitution if you have one, and with applicable procedural provisions of state and federal laws.
  9. Bruce Lages

    Nominations & Elections

    It is the president - or whoever is chair at the time - who presides over the nomination process. Try this from RONR - "A nominating committee is automatically discharged when its report is formally presented to the assembly..." (p.435, ll.4-5).
  10. Bruce Lages

    Bylaws and Vote with Abstains

    Perhaps you could go even further than Dr. Stackpole suggests - if RONR is your parliamentary authority, you can eliminate that entire sentence because the definition of a majority vote and its applicability in deciding questions is clearly defined in RONR. As an aside you will also find in RONR those cases where a threshold greater than a majority is required to decide a question. Do your bylaws specify that RONR is your parliamentary authority, or that it governs all meetings, or something similar?
  11. Bruce Lages


    The priority that I was referring to is the obligation to ensure that any proposed bylaw amendment - before it is presented to the membership for a vote - does not introduce inconsistencies and contradictory language with respect to other portions of the bylaws. It should be the responsibility of the member or members proposing the amendment to review the amendment's potential conflict with the rest of the bylaws and address those issues in their proposal before it is submitted. Clearly, it's too late for that in your case, but perhaps the lesson will be learned for next time. I think this is especially important in the case of an HOA, where the bylaws may well have more direct legal consequences than those of a private association.
  12. Bruce Lages


    I agree that this amendment appears to introduce an inconsistency in the number of board members. Is there a priority? Yes, there is - it's resolving this contradiction before a final vote is taken. Ideally, this should be taken care of before the amendment is submitted. If it's too late for that, it may be possible to fix the inconsistencies by the process of amendment while the bylaw proposal is pending, but there is a risk that this procedure could get you outside the scope of notice for the amendment as submitted (see RONR, pp 594-596 for a discussion of bylaw amendments and scope of notice). As a last resort, you might end up with bylaws containing contradictory language, and then need to submit another amendment to remove the contradiction. Unfortunately for an organization like an HOA, that could be a tedious and time-consuming process. edited to add - note that if the new amendment is adopted, a board of seven members will be in accord with the 'not less than five nor more than nine' provision, so there is no immediate risk of not being in compliance with that provision. But you will still have contradictory language, which should be addressed as quickly as possible.