Bruce Lages

Under RONR, yes. New business is one of the categories within the standard order of business that is applicable to the meetings of most ordinary societies. As for a motion to start discussion - such a motion is probably never in order. RONR defines a motion as "a formal proposal by a member, in a meeting, that the assembly take certain action." (my emphasis). Discussion is what happens automatically in deciding whether or not to take that action, and is not an action in and of itself.

If in this organization the Commander functions as a president, it seems to me that a vacancy in the office of Commander is filled automatically by the 1st Vice, just as prescribed in RONR for a vacancy in the office of president, unless the bylaws expressly provide otherwise. Richard, I'm not sure why you said that the Vice becomes Commander only if the bylaws specifically provide for this. Are you assuming that the Commander functions as something other than a president?

RONR has no position on resumes being submitted by nominees, so you should not expect to find anything for write-in candidates. However, in most cases, write-ins occur at the time the ballot is submitted, so there is no opportunity for written or oral statements made by those voted for as a write-in. I suppose it's possible for a member to indicate prior to the election that he or she would accept a position if elected as write-in and to circulate a resume to that end, but again, you won't find any reference in RONR for or against that.

Also, Katydid, if you're going to work on amending your bylaws - the article you quoted made voting privileges conditional on being 'in good standing'; yet nothing in that article defined what 'in good standing' means. Being delinquent in dues makes someone an 'inactive member' with loss of voting privileges. Is that intended to be the definition of not 'in good standing', or is there some other section of your bylaws that defines what 'in good standing' means?

In the case where the duties occur outside of a meeting. there is certainly no parliamentary harm in asking someone to take on, voluntarily, these duties of the vacant position. But agreeing to do so can not, and will not, make this person a member of the assembly that has the vacancy, or grant any of the rights given to such members by election.

Whether it is illegal or not is beyond the scope of this forum. You could speak to your town attorney as to which, if any, laws or ordinances apply. Under RONR, each assembly approves its own minutes, and when the minutes are presented to the assembly for approval, corrections may be proposed if the minutes do not accurately reflect what happened at the meeting in question. If there is disagreement on any proposed corrections the matter is decided by majority vote. No one individual, including the chair, has the authority to make changes on his or her own, but any one individual can certainly propose corrections. Before the minutes are presented to the assembly, they are under control of the secretary, who can choose whether or not to make any corrections suggested by other members while the minutes are still in draft form.

Unless a body other than the general membership is given exclusive authority to adjudicate appeals, it should be possible for the membership to insist that the appeal be resolved within a given time frame, via a motion to that effect. If you feel that this has dragged on too long, offer a motion to set a time limit for resolution.

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?

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.

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.

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?

You won't find any such authority in RONR. That would have to be in your organization's own rules, at least as a special rule of order, or more likely as a bylaw-level rule.

The exact quote from RONR puts the question into proper perspective: "The subsidiary motion to Postpone to a Certain Time... is the motion by which action on a pending question can be put off, within limits, to a definite day, meeting, or hour, or until after a certain event." (my bolding). The answers above describe what those limits are.

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.

Not at the same meeting, if that's what you're asking. If a revision of the bylaws containing numerous separate amendments is considered and rejected, the only way the same amendments can be brought up separately would be to start the amendment process over again at a subsequent meeting, following whatever procedure your bylaws prescribe for their amendment.

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.

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.

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.

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).

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?

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.

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.

Yes, any voting member may offer a motion at an AGM if the rules in RONR apply. A resolution is just a more formally-worded motion.

Assuming the vacant positions are all identical with respect to description and term of office, then there should be one ballot for all vacancies instructing voters to vote for up to five candidates. Using this method, you just might be able to fill all positions on one ballot. If less than five candidates receive a majority vote, you would declare those receiving a majority elected, and then conduct a second ballot (and subsequent ballots if necessary) with all remaining candidates listed for the positions not already filled. However, if these positions are not all identical, then it would be preferable to use different ballots for any non-identical positions. This would apply to positions with differing titles or with differing terms of office.

The section of the bylaws that you quoted states that the president is ex officio a member of all committees. But per RONR the board is not considered a committee. In order to determine whether the president is entitled to vote in board meetings, we need to know whether your bylaws indicate that the president is a board member (or an ex officio board member). What do your bylaws say about the composition of the board?