Bruce Lages

No, that's not right. Vote one is to approve the secondary amendment. With that vote being passed, the primary amendment is altered to include the wording of the secondary amendment, so there's no second vote needed to do that. Vote two will be to approve the primary amendment (as now altered by the secondary amendment). With vote two being passed, the main motion will be altered to include the wording of the primary amendment - again, no additional vote needed to do that. Vote three is whether to approve the main motion as altered by the wording of the primary amendment. It's important to remember that after all primary and secondary amendments have been dealt with, you still haven't decided whether to approve the main motion - you've just agreed on what the wording of that main motion will be. It still needs to be approved, or not, with its finally-agreed upon language.

Except in small boards (no more than about 12 members) and committees, the president- assuming he is chairing the meeting - should remain impartial and unbiased, which means he should not be presenting any view at all. The exception to this would be if he is exercising his right to declare motions to be out of order if they are truly so, or to rule on points of order raised by members. But even in those cases, the president would not be expressing an opinion on the desirability or undesirability of the actions proposed, only the validity of the issue relative to the rules.

I'm not sure what you mean by 'carrying a motion'. The job of the chair is to state the motion after it has been made and seconded, to state it again after discussion has ended, to take the vote on the motion, and to announce the result of the vote and, if adopted, what must be done to carry out the motion. If you have something else in mind, can you clarify?

3 minutes ago, Atul Kapur said:

 

However, I believe that the requirement for the approval of the board would also apply to the removal of a committee member.

Yes, and in both the case where the president effectively nominates committee members subject to approval by the board and the case where the membership selects committee members, removal of a committee member would require a vote identical to that for amending something previously adopted, i.e. a 2/3 vote or a vote of a majority of the entire membership, or a majority vote with previous notice. My previous reply should have distinguished these situations from the case where the assembly grants the president alone the power to select.

Yes, but only for the committees for which he selects the members. When the membership appoints the members of a committee, only the membership can remove committee members.

I don't think anyone here can answer this unless you give us more information, specifically on what 'titles' refers to.

If I understand the situation correctly, a motion was made at a previous meeting, was voted on with a majority in favor, but was declared as defeated by the secretary. Based on that declaration, another motion was offered, and declared as adopted, again by the secretary.

First, secretaries should not be declaring motions as adopted or defeated, only the chair has that authority according to RONR. Generally, in this case, if a motion is erroneously declared as defeated, a point of order would have to be raised immediately, or the declared result stands. Thus, it is too late to correct the mistake now. The minutes, however, should reflect exactly what happened at that meeting, regardless of the whether the actions were valid or not. The wrinkle here may be whether a declaration of pass or fail by the secretary, rather than the chair, must stand as a valid statement of the result. I'm not sure of that, and perhaps others will weigh in. I suppose a point of order could be made at the next meeting that the announcement of the result was not valid, and the chair, or the assembly via an appeal, could decide the issue.

In any event, if the assembly is not happy with the second motion, it can be rescinded at the next meeting. This requires a 2/3 vote, a majority vote of the entire membership, or a majority vote if previous notice of the intent to rescind is given. If the first motion is determined to be lost, it can be made again at the next meeting.

I would also note that nothing in RONR requires that any items brought up under new business be submitted in advance of the meeting. This would have to be a rule (and I assume a special rule of order) adopted by your organization - and if you are referring to a meeting of the membership, a rule adopted by the membership and not the board.

According to RONR, motions remain in effect until the action they specify is completed or until they are rescinded. If, as it seems, this project has not yet been completed, those funds should still be accessible for the project without a new motion or vote being necessary. If you have any rules that might address what happens to funds unspent after a particular time interval, that would certainly change the answer. Also, if these funds were allocated to some specific aspect of the project, and actions have been taken to modify the project between the original motion and the present, this could also affect whether those funds should still be considered as available.

Yes, that is possible. In fact it is probably more appropriate to state the amendment in that way - "strike out the word 'full' in each instance where it appears and insert the word 'exhaustive'" -- than to try to list each occurrence of the word 'full' separately because there is more of a chance that one or more occurrences might be missed using the latter method.

3 hours ago, Atul Kapur said:

BTW, it is better to use the term "majority vote" than 51%. Majority vote means more than half and sometimes that's not 51%.

I thought the same thing, but then wondered whether this could be, in fact,  a true statement, and the organization's bylaws actually require 51%, whether in the mistaken view that this is the definition of a majority or not. If Guest JASEN N is still reading this, perhaps he could give us the exact wording of the bylaws.

I'm not sure what you mean by "...do those Executive Session minutes now become record for the open minutes for that meeting?". The minutes of the open session should include a statement that 'the minutes of the executive session held on [date] were approved'. The contents of the executive session minutes would not be included in the open session minutes.

In addition, if the rules in RONR were followed, the executive session minutes should have been approved in executive session. However, since this does not appear to have occurred, I would say that by reading or distributing the executive session minutes in open session and voting to approve them, the assembly has agreed to lift the secrecy of the executive session.

1 hour ago, Louise Vessey said:

Thank you! I have tried to find this information in our bylaws and in RONR but could not find this specific scenario.

If this motion to include names is overturned to show names then we may vote to rescind and start over. This has been a long emotional process with members very divided. Wish me luck!

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?

9 minutes ago, Guest Gman1st said:

Our bylaws state:  "Special meetings may be called at any time throughout the year with notice being sent to each member two (2) weeks prior to the special meeting."  Normally, one of the commissioners schedules the special meetings and sends the notices out.  But the bylaws are mute on who can schedule a special meeting.

 

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?

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.

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.

On 12/27/2019 at 11:08 PM, Gene1948 said:

 Specifically, we recently lost our secretary and have a candidate to replace her. Due to our process, the voting is not until May.

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.

16 hours ago, Calion said:

Two questions:

1. P. 16, RONR 11th says, "A society with a small assembly—such as one having a dozen or fewer members—may wish to adopt a rule that its meetings will be governed by some or all of the somewhat less formal procedures applicable to small boards (see pp. 487–88)." How would such a rule be worded? Is there an example somewhere?
2. Is there a way to word this rule such that if the assembly grows to more than a dozen people—or if meetings sometimes attract more than that number, for instance at annual meetings—the assembly could revert to more formal rules, either automatically or at the discretion of the Chair? What would such wording look like?

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