Bruce Lages

Not enough information to provide an answer yet. What was the exact wording of the motion and exactly how did it 'go against the bylaws'? It would also help to have the exact wording of the relevant bylaw.

Several elections appear to have been held. I don't see any issue with the election to replace the resigning chair. We are told that the chair announced his resignation, as of August 1, at the June meeting, and also announced that an election to choose a new chair would be held at the July meeting. So, for that election, notice was indeed given. I  don't see any legitimate basis for the side issues about the vice chair not assuming the duties of chair and not giving the notice of election, or the objections to the current chair running the meeting, since the current chair was still in office at this time.

However, the two additional elections that we are told took place at this July meeting - one for the position of vice chair because the vice chair had been elected to succeed the chair, and one for a state committeeman -were indeed held without notice. The OP states that the notice requirement was suspended, and under the rules in RONR, and apparently under the organization's own rules as well, notice of these elections was required. That would constitute a continuing breach.

I would just point out, relative to your inclusion of your bylaws Section 9 as relevant, that at no time during what occurred was the office of county chairman actually vacant. The resigning chair gave notice of his resignation at a June meeting, to take effect on August 1, and therefore was still chair at the meeting in July when an election for a new chair was to take place. I don't see any reason why the vice chair should have provided notice of the election and called a meeting since the chair position was not vacant.

The other issues regarding previous notice requirements still need to addressed, though since it appears that those requirements may not have been followed.

In addition to the cautions Mr. Katz has raised regarding your proposed notice procedures, I would just also call your attention to RONR's prescriptions for providing notice in the 12th edition (9:5b), in particular that email (or other electronic means) is valid only for members who have agreed to receive notice by such means.

Most likely no. It appears that removal from the chair position would require either amending the bylaws to eliminate that assignment of the committee chair, or removal of the member from the board (or at least from that 'certain seat' on the board). If your board is empowered to do either of those things then I guess they could remove the chair by an action of the board.

The important RONR reference will be 1:4, which describes the rights of members of an assembly, one of which is to make motions. It is not clear to me whether your rule requiring advance notice of a new business item constitutes giving previous notice of the intent to make the motion as defined in RONR (10:44). But that motion must still be made at a meeting,  whether or not previous notice has been given. In other words giving previous notice does not constitute actualIy making the motion.

I would say that if the agenda of this meeting is available to all members so that the exact wording or the specific intent of the submitted motion is known to all members attending, then if the member submitting the advance notice is not present nothing in RONR would interfere with the right, as expressed in 1:4, of any other member present to make the motion.

By 'executive' I assume you are referring to the executive board. If your constitution specifies who the members of the executive board are, it should also specify how they get to be members of the executive board, i.e., via election or appointment, as well as their terms of office. Check through the entire constitution to see if you can find that information. 

Yes, a member can move to have a vote taken by ballot. The motion requires a second, is amendable but not debatable and a requires a majority vote or unanimous consent for approval.

Many of the issues you cite, such as who can serve on committees and who can serve as chair and co-chair can be dealt with as standing rules, only requiring a majority vote without notice. The procedure for removal form a committee will depend on how one is appointed to a committee, i.e., the appointing power also has the power of removal. Ad hoc, or special committees are almost always dealt with via standing rules.

While standing committees are specified in the bylaws in many cases, they may also be established by special rules of order or by standing rules, depending on their assigned functions. Refer to RONR 50:8 to see if your organization's standing committees satisfy any of the three criteria which require standing committees to be established via a special rule of order rather than by standing rule. If they do any changes to those tasks may well involve the procedure for amending a special rule of order (2:22).

OK, but do they satisfy RONR's definition of a special rule of order, ie do they apply to the orderly transaction of business within a meeting?

I presume you mean special rule of order instead of standing rule?

What, specifically, do your bylaws say about your quorum requirement?

On 11/17/2023 at 3:05 PM, Atul Kapur said:

I agree. 

I agree and would go further. Any nomination of a person who is not an active member (or is otherwise ineligible) should be ruled out of order, whether from the committee or from the floor.

I'm not sure about this. The relevant section of the quoted bylaws requires a person to be an active member to serve in office. It is possible - and I have seen it happen in my own organization - for a member who is not an active member to be nominated for office with the understanding that they will become an active member prior to assuming office if elected. The OP's bylaws, whether purposely or not, rule out this possibility for a nomination from the floor, but not for nomination by the committee.

If the bylaws do not specify the dates for meetings, these dates are usually set by vote of the body that is meeting. For your board, the board itself would decide by majority vote at each meeting to set the date for the next meeting, or the board could also decide to set the schedule for its meetings for several months or an entire year in advance.

Alternatively, the board could decide to allow their meetings to take place 'at the call of the chair', thus giving the board chair the authority to set the date for the next meeting.

In any event it is the current board itself, or the current board chair, who sets the date for a future meeting. There is no mechanism in RONR that allows a non-member - even if that person will be a board member at the future meeting -to set a meeting date (unless your rules would permit such a scenario). But nothing prevents the current board or current board chair from discussing the meeting date with the future board members to allow an agreeable date to be set.

In the 10th edition, it is on page 562, starting at line 9 (and it is still Section 56).

You need to have RONR, 12th edition; that reference is for Section 56, paragraph 50, which describes the bylaw article that specifies the procedure for amending bylaws.

All of the section:paragraph notations are found in the left-hand margins of the 12th edition pages.

I don't think it is possible to draw any inference about the original intent from the wording as presented.

Has your organization adopted RONR as your parliamentary authority? If it has, it appears that almost all of those provisions can be eliminated since they duplicate, for the most part, the procedures specified in RONR.  The provision that you cite that clearly differs from RONR is the requirement for a 2/3 vote if a ballot vote is necessary after an inconclusive voice vote. Under RONR, the subsequent ballot vote would still be a majority vote.

And just out of curiosity, what does your organization have against its vice president?

Let's just say that a motion to not purchase an item should be ruled out of order. There is no purpose to a motion which, if adopted, doesn't change  anything. You achieve that goal by voting against a motion to purchase said item.

Have you also adopted procedures for ensuring that accurate attendance records are obtained for each meeting and event?

Do your rules require that the membership approve the board decision to continue with XYZ as health benefits provider before that action can become valid? If not, and the board alone has the authority to select the health care provider, then the motion to reaffirm that action would be considered dilatory.

See 47:11 in the 12th edition.

Are these three identical board positions? If they are, then a majority will be based on the total number of ballots that indicate a choice for at least one position (in other words if there are any blank ballots they are not counted in determining the basis for a majority). If every ballot did indicate at least one choice then a majority will be calculated as more than half of 40, or 21 votes. Each candidate that received 21 or more votes is elected, while any candidate that received less than 21 votes is not. So if three candidates received 21 or more votes, your election is completed. If less than three received 21 or more votes you will need to conduct a second round of balloting to fill these remaining positions. If the rules in RONR apply, nominations should be re-opened and, as in the first round, a space for write-in votes should be allowed. But since this is an HOA, it is quite likely that you may have your own specialized rules as to how elections are conducted.

In addition to the fact that members do not come in fractional units, the reason that no rounding is required can be seen in the definition of a 2/3 vote:

"When a decision is to be based on more than a majority, the requirement most commonly specified is a 2/3/vote - that is, the expressed approval of at least two thirds of those present and voting." (RONR, 12th ed. 1:7, my bolding).

In all cases where a calculation of 2/3 produces a fractional result, the only way to ensure the 'at least' requirement is met with real people voting is to gain approval from the next higher whole number (or more) of voters.

Yes, you could do it in the way you propose, but you also should look at RONR 12th ed. 12:92-113 for a detailed description of the method of filling blanks. This may be a somewhat more direct way and simpler way to decide among multiple options.