Bruce Lages

Assuming that the call garners the required number of signatures, it appears to be in compliance with the procedures specified in your bylaws. However, unless your bylaws say otherwise, the owners calling for the special meeting have no authority to require a ballot vote in advance of the meeting - that decision will be made by those attending the meeting, upon a motion and majority vote. If RONR is specified as your parliamentary authority in your Association's governing documents, there is no need to define a majority vote since RONR already does that. I think it's also questionable whether you can establish that there will be 'one vote per unit' in the call for the meeeting - your governing documents should spell out the basis for voting in your Association and if that is different from 'one vote per unit' you must follow those rules.

What is your question?

I don't find it all that confusing, although it might be somewhat clearer if the at-large director position had been given a different title. The officers and the at-large director constitute the board (of directors). So when referring to them as members of the board, they are all considered as directors.

As an aside, what I do find rather unusual, to say the least, is that the board, which is charged with supervising the officers as well as setting any compensation for them, comprises 80% officers, and any 3 of the 4 officers will make a quorum. That doesn't seem like the ideal situation for effective oversight respnsibilities.

RONR lists several different methods for appointing members to a committee on pp.492-497. I'd say that any one of those methods can be used to select the members of committees 2 and 3 who shall also be members of committee 1. Those methods include election by the assembly, with nominations by either the assembly or the chair, appointment by the chair, or by naming the members in the motion to establish the committee. Your organization is free to choose which of those methods works best for you.

It seems to me that the easiest way to exit an executive session would be by unanimous consent ("If there is no objection, we will resume our regular session..."). If the business requiring executive session has been dealt with, there would be no reason to raise an objection.

Guest Angel - it's hard to say that one is better than the other, but your organization should be aware of the important differences between the two wordings in situations involving removal of officers.

The wording "for one term and until their successors are elected" will result in the necessity of formal disciplinary procedures for the removal of an officer before his or her term is over. In this case, you can't just vote an officer out of office since the wording guarantees one term unless you invoke those disciplinary procedures. RONR has an entire chapter devoted to such procedures (11th ed., chapter 20), which are purposely somewhat cumbersome - in order to protect both the accused's and the organization's rights. If your bylaws prescribe your own disciplinary procedures, you would need to follow those.

In contrast, the wording "for one term or until their successors are elected" allows for removal before a term is completed by a vote of the membership - a majority vote with prior notice, or a 2/3 vote or a vote of a majority of the entire membership without notice. Clearly this wording provides a simpler method for removal of an officer before a term has expired.

If you want to read RONR's own discussion of this it's on p.653 - 654.

Since you say that your board of governors "is made of 10 people", presumably your bylaws or other governing documents specify which ten people are included as members of the board of governors. At a BOG meeting, it is only those ten people who have all the rights of membership, which include the right to attend, to make motions and speak in debate, and to vote. Anyone else should be considered a guest, i.e., they are present only at the request of the BOG. Such guests can be granted the right to speak when no motion is pending by a majority vote of the BOG, and can also be granted the right to debate a pending motion by a 2/3 vote to suspend the rules. Non-members of the BOG can never be granted the right to vote at BOG meetings.

One note of caution: if this organization is a civic one or even an association such as an HOA, there may be applicable laws that grant the right to attend BOG meetings to certain non-members. You will need to consult legal advice to determine if any such laws apply in your case.

Or maybe an unfortunate 'not-hole' (based on the title and the second sentence)?

1 hour ago, jstackpo said:

To be super formal about it: you now have a VP vacancy which you can fill by a Board vote. When you do, that person will immediately become president, automatically. Then you just have another board vote to (re)fill the just vacated VP position.  

Since they have neither president or vice president at the moment is it really necessary, from an RONR perspective, to follow this procedure, or couldn't the board just elect both a president and a vice president with one vote?

RONR says "The use of a recording device can be of great benefit in preparing the minutes, but a transcription from it should never be used as the minutes themselves." (p. 471, ll.26-28).

I think the assembly should only be called upon to decide whether to approve the use of a recording device if an objection is raised to it. In this case, the assembly, by majority vote, will have the final say in allowing or disallowing its use. Each assembly (full association and board of directors) can make this decision for its own meetings.

There is no such rule in RONR. A motion to send a proposal back to a committee ( to re-commit) is perfectly valid. Since you have a standing committee whose purpose is to review bylaw amendments, you are restricted to sending the proposal back to that committee; that is, you can not create a different special committee to review this proposal.

However, assuming this proposal already was reviewed by your standing committee, and that the committee made a recommendation on it, what is the basis for sending it back again?

Please post your question as a new topic, even though it may be similar to a previous topic.

Edited: Please disregard - this has already been posted as a new topic - thanks, jandm.

2 minutes ago, Guest Doug Howell said:

Section VI  Committees

A. These Committees may be appointed by the President for one year: 1 Auditing, 2 Budget, 3 Membership, 4 NOMINATION, 5 Publicity, 6 Social, 7 Ways and Means, 8 Calander of Events

That's all there is. So, it looks like a Nomination Committee is the only thing addressing this situation. (Glad I asked this question.) Am I correct?

Thank you again for your help.

No, not necessarily. These provisions apply to your regular biennial elections - is there a bylaws article that covers vacancies in officer positions?

You don't have to have a motion to accept the committee's recommendations, but without a motion of some kind nothing will happen to those recommendations. If you are presenting this to the board you could, as noted by Transpower, move to adopt the committee's recommendations. This will open them to debate and action by the board, and you could then offer your amendments.

If, as you say, consideration of the recommendations will take several hours to work through, you could also move to refer the committee's recommendations to a committee of the board. This board committee can take the time to deal with the recommendations, and you could submit your proposed amendments to this committee for their consideration. The board committee can then report back to the board with a possibly modified proposal for adoption by the board.

What you shouldn't done is just move on without some action by the board. That will leave the long range planning committee's recommendations in limbo, being neither adopted nor rejected. That would not send a good signal to this committee, or to any other committees that might submit proposals to the board.

Based on what you have provided, my own opinion - which must be understood as worth only what you are paying for it - is that such an amendment would be outside the scope of notice requirement of RONR, and therefore not in order. Your current situation is that each section votes for only its own board member, and the noticed amendment is to alter that to allow one particular section to participate in the voting for its own board member plus the board member from one other section. Amending the noticed proposal to now allow two other sections to participate in the voting for one section's board member seems clearly to go beyond what was in the original notice.

For what it's worth, I think you could have done the reverse, i.e., if the noticed amendment had allowed for the participation of the other two sections in the voting by one section, you could have offered an subsequent amendment to reduce that to participation by only one other section. That amendment would have fallen within the scope of the original notice. I mention this only to show how the concept of scope of notice applies in your situation.

Mr. Brown's last sentence really gave me quite a charge.

The only things that don't carry over to the new board are items of business that have been taken up, but not disposed of at the time when the membership changes, and which have not been referred to a committee (p. 488,l.22 - p.489, l.16). This section also outlines the impact of a total or partial board membership replacement on board-elected officers and committee chairs.

Sounds like that should have been question no. 1 when debate was in order after the motion was made and seconded.

Do your rules not allow for other nominations in addition to the ones made by the chair? Can you tell us what, specifically, your rules say about the nominations and election procedures? Yes/No voting is not appropriate for elections and particularly if there is only one candidate. If these offices are defined in your rules, then you have an obligation to fill them. A majority 'No' vote on the only candidate leaves you with an unfilled office that still must be filled. According to RONR, the only way to vote against a particular candidate is to vote for another candidate. Similarly, if you don't want a particular nominee to be elected, you have to nominate someone else. I'd be surprised if your rule don't allow for that in some way.

Yes, and the motion can be brought up at additional (subsequent) meetings if it continues to be defeated.

The proper motion in the scenario you've described is to refer the motion to a committee charged with gathering the information needed, possibly with instructions to report back to the assembly within a given time period. But, your organization is going to have to decide how such referral impacts your '3 consecutive meetings' rule. The most logical conclusion would seem to be that further consideration of the motion would be suspended until the committee reports back, but that's up to you.

Non-members may attend a board meeting only if the board grants permission - by a majority vote - or if the organization's rules, or applicable law, stipulate that such attendance is permitted. If the board grants permission to attend, it may also rescind that permission for any or all non-members at any time. Permission to attend does not automatically include permission to speak at these meetings.

I think Dr. Stackpole has answered your question. If the board's intent is to just continue the assessment at its current amount, then no notice is required and a majority vote will suffice. (Again, whether any motion is required to continue the current assessment depends on the wording of the original motion.) If a change is to made to the current assessment, and that change amounts to amending something previously adopted, then previous notice will serve to reduce the voting threshold from 2/3 to a majority. In my opinion, the statement in the original motion that the assessment is to be reviewed annually does not constitute proper notice for subsequent motions to change the assessment. You said you meet four times a year - proper notice would have to specify at which of those meetings an adjustment is to be considered.

Granted that assemblies can order just about anything they want, but I think there is some murky ground here.

3 hours ago, Josh Martin said:

I agree that the Secretary’s draft is not the minutes until it is approved by the board, but I see no reason why the membership cannot order draft board minutes to be published as well.

The first part of this sentence - which we are all in agreement with - makes the term 'draft board minutes' something of an oxymoron. I could see the assembly directing the secretary to, at the same time he submits his draft to the board, 'publish' it to the membership. I do not see that the assembly has any right to the secretary's notes - which I think we have said previously are the property of the secretary - before that draft is presented.

Let's just be clear that what the membership can order to be published are approved board minutes. The secretary's draft is not yet the minutes until it has been approved by the board.