Bruce Lages

Didn't we just have a thread recently that raised the question of a conflict between declaring a sole nominee elected by acclamation when the bylaws require a ballot vote and the right to cast a write-in vote? I don't remember where that thread is, but I thought a point was made in it that if a ballot vote was required (perhaps without a specific provision eliminating the need for a ballot vote for any offices with a single nominee - I don't really recall) a ballot must be held to allow for write-in votes. In the present case that might mean that ballots must be sent out regardless of how many nominees there are.

An ad hoc what? RONR uses the term to describe special committees, and in committees the relaxed small board rules apply (RONR 49:21) with no apparent limitation based on the size of the committee (RONR 50:25). Under these rules the chair (and I suppose by analogy the co-chair(s) as well) can vote along with all the other committee members.

If the bylaws say that the election is held at a meeting then that would seem to preclude having a polling place open outside of a meeting. But it would be helpful if you can provide a complete and exact quote from your bylaws regarding elections.

A one time exception to a rule in the bylaws can be made (although I don't think anyone here would recommend that), but, unless that rule is in the nature of a rule of order, it would still be an amendment and could only be adopted by following the procedures in the bylaws for their amendment.

Under the rules in RONR, officers requires a majority vote (44:11) for election, which is defined as "more than half of the votes cast by persons entitled to vote, excluding blanks and abstentions, at a regular or properly called meeting." (44:1). Since this definition is based on the number of members present and voting, it doesn't require the presence of a majority of the total membership, only the presence of a quorum of members, which is the minimum number of members who must actually be present to have a meeting at which business can be validly transacted. It should be clear that election of officers qualifies as business. You should, however, check your bylaws for any specific rules applying to election of officers that could differ from this procedure in RONR. Those rules, if present, would supersede the rules in RONR. You should also check your bylaws for rules that may prescribe a method allowing those not present to cast a vote, since you referenced applying electronic voting to those not present at the meeting. Rules permitting absentee voting, by whatever method, must be in your bylaws. If there are no such rules, then members not present at the meeting at which voting takes place cannot cast a valid vote.

Only until the chair is certain that no one is going to second the motion. To be certain, the chair, after asking for a second and not hearing a response, can ask if everyone has heard the motion and then repeat the motion himself if he feels it necessary, and then ask again if there will be a second. If there is still no response it is time to declare that the motion dies for lack of a second, and go on to the next item of business (see RONR 4:9,10).

Atul - do you think that the 57:5 provisions will apply to policies and rules proposals other than the bylaws? That paragraph seems to be pretty specifically targeted to bylaws alone.

Yes, at least as far as the rules in RONR are concerned: "A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting." (RONR 9:13). Assuming the appropriation of funds resolution was listed as the only item of business for this meeting (which it sounds like it was), then the introduction of any other item of business would not be in order. However, it also sounds like this might be a public body of some sort, for which special local or state rules may apply which would supersede the rules in RONR. The group's legal advisor should be consulted as to any such rules. As an aside, a motion to adjourn was probably unnecessary in this case. If the funds appropriation was the only item of business listed in the call, once that resolution was passed then all the business that was in order at this meeting was completed, no other business could be legitimately introduced, and the chair should have simply declared the meeting adjourned.

I don't think we should overlook this statement in the bylaws: "The parliamentarian will regularly attend board meetings...". That should be considered in the light of RONR's presumption that "nothing has been placed in the bylaws without some reason for it" (56:68(4)). Whether the parliamentarian is considered a member (voting or non-voting) of the board or not, I see this statement as imposing on the parliamentarian the obligation, and therefore granting the right, to attend board meetings. I'm not sure that withholding notification of the meeting from the parliamentarian equates to an improperly called meeting at which any business transacted is null and void -that may be for the society to determine, based on whether they consider the parliamentarian a board member or not. There seems to be some confusion on this point, which should be resolved as soon as possible. But I do believe that the board had no right to exclude the parliamentarian, and would have had no right to refuse to admit him if he showed up.

The motion passes based on the rules in RONR. The default definition of a vote requirement expressed as a 'majority vote of...' or a '2/3 vote of...' (where the ellipses refer to the body that is doing the voting) is the specified fraction of the members who are entitled to vote who are present and voting in a regular or properly called meeting of that body (see RONR 1:6). If a different definition of the group of members from whom the votes are to be tallied is desired it must be spelled out clearly in your rules. In the other case raised by your question, where the vote was assumed to be based on the total number of officer and directors, whether voting or not (or even whether present or not), the vote requirement would have to be defined as 'an affirmative vote of 2/3 of the officers and directors' (or 'an affirmative vote of 2/3 of the officers and directors present') or entirely equivalent language.

I don't have any objection to doing it one at a time either

There is a slight problem with the nomenclature. I presume that the nomination committee has presented one nominee for each open position in its report. You don't 'accept the nominations committee's report' as a means of electing the nominees. If there are no additional nominees from the floor, and your bylaws don't require a ballot vote, then the chair declares the nominees elected by acclamation, as indicated above by Mr. Katz. There is no vote involved. Under the rules in RONR reports from any source are almost never 'accepted' (with the exception of an auditor's report of a financial statement). Also, when there are no additional nominees from the floor, I believe it is appropriate to declare all the individual nominees elected by acclamation at the same time.

It seems to me a board member (especially) who made a habit of not voting would be subject to the ultimate discipline by the membership - not being re-elected.

If your rules state that the parliamentarian is appointed by the president, there is no need to even ask - the president is free to remove that person from the position and appoint someone else.

The only minor point I would add to Mr. Katz' response is that the chair did not need to ask for a motion to close nominations. After asking for any further nominations and, after allowing a sufficient time, none are offered, the chair can then declare that nominations are closed (RONR 31:4).

First, please clarify - the chair of what?

Under the rules in RONR all members are considered voting members and therefore have the right to be notified of, and attend, all meetings of the general membership. If your organization includes classes of membership with and without voting rights, it will have to determine whether, and to what extent, the right to attend meetings applies to each of those classes. For reference purposes, RONR makes no distinction between regular and special meetings of the general membership with regard to members' rights to participate. Personally, I believe it would be much more beneficial to the organization to include all members in general membership meetings rather than excluding non-voting members. Even without a vote, I suspect that the non-voting members would like to be kept informed of, and contribute to (to the extent they are able), the future plans for the organization.

Nothing in RONR would prevent you from voting one way in a committee meeting, and then voting on the committee recommendation in the opposite way at the board meeting because additional information presented at the board meeting changed your opinion.

Now I'm confused. If that is the original motion wording then where did all those other items listed in the original post come from? Or was the motion wording what you stated just above plus all those other items?

Neither - unless your rule prescribes a different definition it is the RONR requirement of 2/3 of the members present and voting.

Has your HOA adopted RONR as your parliamentary authority in its bylaws or in other governing documents? If so, what is the specific language used ?

Under the rules in RONR the body that has the power to fill a vacancy in office is generally the same body that accepts a resignation (RONR 12th ed. 47:57). But check your bylaws, which should have a vacancy-filling procedure spelled out. Many organizations allow for the board to fill a vacancy, at least until the next scheduled election for that office.

No - any additional requirements for holding office would have to be added by amending the bylaws.

Yes - a previously adopted motion remains in effect until the action it authorizes has been completely carried out, or a self-imposed expiration date is reached, or the motion is amended or rescinded. The readily available means for new leadership to be aware of previously adopted and still-in-effect motions are the organization's minutes. If the organization feels that their minutes are not sufficiently indexed for readily finding these motions, it is free to set up such an indexed listing that will satisfy its needs.

No - the rules as stated by Mr. Novosielski apply to anyone who is not a member of the body that is meeting, regardless of what other body that person might be a member of.