Bruce Lages

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.

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?

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?

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.

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.

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.

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.

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.

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?

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.

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

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?

Are "officer meetings" identical to board meetings?

Probably not, but can you give us the exact language in the bylaws regarding the appointment of this position?

I don't know anything about how your organization operates, but for most of the groups I am familiar with, where the board conducts the group's business between meetings of the general membership, regular meetings of the board are always mandated. Unless your general membership meets frequently - I would say at least once a month - it is usually the board that sees to the everyday business of the organization. I would strongly suggest that regular meetings of the board be provided for. As to allowing fewer members than a quorum to call a board meeting, one reason might very well be that a matter of importance for the board to deal with may not always be widely known to all board members when it arises. Allowing only a few members to call the board to act ensures that any such matter can be dealt with in a timely manner.

You can't read that sentence on p. 648, l.17-21 without reference to the sentence immediately preceding it: "An assembly has the right to protect itself from annoyance by nonmembers, and its full authority in this regard -as distinguished from cases involving disorderly members - can be exercised by the chair acting alone." So the sentence you quoted does indeed refer specifically to disorderly nonmembers. Removing a nonmember in other circumstances would be a decision of the assembly, since it would be a decision of the assembly that allows them to attend.

I read the original post as a (possibly hypothetical) situation where a member whose term is expiring within the next 3 days would like to move reconsideration, but wants some assurance beforehand that it can be brought up when he's no longer on the board

RONR is clear that "Although any member can call up the motion to reconsider as just described, usually no one but the mover of the reconsideration calls it up on the day the motion is made..." (p.323, l.22-25). The words "as just described" in this quote refer to calling up the motion while its suspending effect on the main motion being reconsidered is still active, at any regular meeting or special meeting called for that purpose. Based on this quote I would conclude that the motion to reconsider does not expire with the end of a member's term, and could be called up by any other member if the original mover is no longer present. Even the caveat about calling up the motion on the day it was made does not seem to unequivocally limit the calling up of the motion to the original mover.

I think this situation is somewhat different than what reelsman describes above. I take it that the board has referred an item to one of its (apparently standing) committees, but before the committee could report back to the board, the board chairman (not the committee chairman) has put it on the board's agenda for a vote. Certainly the board has the authority to take over consideration of an item from one of its committees, but the procedure for doing that would be for the board to adopt a motion to discharge the committee from considering the matter (RONR, p.310). That motion requires a second, and a 2/3 vote, a vote of a majority of the entire membership, or a majority vote if previous notice is given. However, nothing in RONR gives the board chair the right to do this on his own; it is the board itself that must agree to discharge the committee. Of course, since this appears to be a local legislative body, there may be rules and procedures involved that supersede those of RONR.

Yes, the members can do what you want, but they will need to be present at the already-scheduled annual meeting in order to do it. At that meeting a member would move to fix the time to which to adjourn (RONR, p.242) to establish a date and time for an adjourned meeting. This requires a second and a majority vote. If you can do that, you can then move to adjourn (RONR, p.233), which will also require a second a a majority vote if any business (such as the election) still remains to be dealt with. Adopting the motion to adjourn will immediately end the meeting, and all business that was to be taken up will come up again at the adjourned meeting.

I haven't seen anywhere in this thread so far where we've been told what the specific procedures are for amending the bylaws. If they were cited somewhere, I'd appreciate someone pointing that out. If those procedures (or applicable law) do not grant the board the authority to amend the bylaws, then I'd say the board absolutely can not remove articles and/or sections from the bylaws and move contents elsewhere. That appears to involve more than just re-numbering sections.

As a member of a yacht club, I can feel for your situation and am sorry that you sustained this injury while helping maintain or improve your club's facilities. Unfortunately, it seems unlikely that anyone here can provide direct help with your situation. Whether the club has any liability for your injury, and whether the actions taken by the club constitute a contractual relationship between you and them are legal questions which should be directed to a lawyer. I realize it is never a good option to consider legal action with an organization which you are a voluntary member of, but that may be the only way to resolve your situation. I will say that an organization does have the right to vote to rescind an action previously taken, at least to rescind any action that has not already been carried out. Rescinding requires a majority vote if previous notice was given, otherwise a 2/3 vote, or a vote of a majority of the entire membership. It sounds like in your case no notice was given so a 2/3 vote would have been required. Rescinding a contract, when both parties have already been notified is problematic, and may well involve legal issues. That may or may not be your situation, but you will have to seek legal help to resolve that. Good luck to you.

I agree, but would also add that Dave K's membership distinctions, if they are an accurate reflection of the actual bylaw language, seem to create other considerations. Under RONR, there are only members and non-members, with members having all the rights of membership and non-members having none. If certain members in this organization are only restricted from voting and holding office, then it could be argued that these non-voting members still retain the right to attend meetings, make motions, and participate in debate. Notice should be sent to these members as well - in other words to all members.

According to RONR, p.17, l.28-31, there are only two ways to adopt special rules of order: 1) a 2/3 vote with previous notice, or 2) a vote of a majority of the entire membership. The methods Mr. Novosielski has given above are those for amending something previously adopted.

Agreeing with the above comments, a point of order that a meeting is invalid should be made as soon as possible after the meeting is called to order. It sounds like this was done in this situation. But a meeting can only be declared invalid by a ruling of the chair, or, if needed, a decision that it is invalid by a majority vote of the members present. The argument that a vote on an appeal from the ruling of the chair cannot be made is indirectly refuted by RONR in the discussion on inquorate meetings: "Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remain without a quorum." (RONR, p. 347, l.32 - p.348, l.2). Point of Order and Appeal are both incidental motions. It seems to me that this same reasoning would apply to a meeting being declared invalid for inadequate notice.