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Bruce Lages

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Posts posted by Bruce Lages

  1. 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).

  2. 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. 

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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.

  8. 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.

  9. None of what took place after Ms. Z was determined to be ineligible to hold office was in accord with RONR. See RONR, 12th ed. 46:44-50

    First, because you say that this election took place at the HOA annual meeting, I assume that it was the general membership of the HOA that was voting in this election and not the board. Please correct that assumption if it is not accurate. If it was the general membership, then under RONR, only that body, and not the board, can take the necessary steps to correct the error. So the board would have no authority to declare Mr. C, or anyone else, elected.

    Secondly, Mr. C would not be elected in any event. A disqualification of the winner of an election never causes the second place finisher to be elevated to the position. What you have is an incomplete election, which, under the rules in RONR, would be completed by the same body that held the initial election by another round of balloting. Re-opening nominations prior to the subsequent balloting would be in order under RONR.

    However, from the information provided it seems that Mr. C was not given the position, and the board 'elected' Mr. H. As stated above. If the initial election was conducted by the general membership, then RONR stipulates that the board has no authority to intervene, much less overrule the membership, in that election process. Only the general membership can complete the election.

    There are, however, two factors to consider in the process of completing this incomplete election:  1) if your rules state that board members serve for ' __ years and/or until their successors are elected', then the board member whose position was the subject of this election will remain in office until the election can be completed; and 2) if factor 1) does not apply and if for any reason the general membership cannot complete the election in a timely manner, you will be left with a vacancy in this position. If your rules authorize the board to fill vacancies they can elect or appoint someone to fill the vacancy. That person, however, only holds the office until the election can be completed, which, again, must be done by the general membership, and should be done as quickly as possible.

    Finally, since this is an HOA, it is very likely that your own rules as well as local ordinances might address some or all aspects of the situation you described, and any such applicable provisions would take precedence over the rules in RONR. You would be well advised to consult with legal counsel familiar with your organization's rules as well as applicable local law to determine the proper process to resolve this situation.

     

  10. If the rules in RONR apply, i.e., an affirmative vote from a defined percentage of the number of members present and voting, then yes the motion passes. And, it passes whether the requirement is a majority vote (more than half) or a 2/3 vote (at least 2/3). Abstentions are ignored in these cases.

  11. While you can't legitimately change the date, you could call the annual meeting to order on the specified date and then move to adjourn the meeting to re-convene on a different date of your choosing. The motion is Fix the Time to Which to Adjourn (RONR, 12th ed, §22), which can be immediately followed by a motion to adjourn. Both motions require a second, but if the original annual meeting time coincides with your major anniversary celebration there should be no problem finding two members for this purpose.

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