Bruce Lages

Yes, I obviously did read the initial statement incorrectly. The committee chair should be the reporting member of the committee in most circumstances. The only reasons that a vote would be needed to select a reporting member would be if the committee chair was not in favor of the committee's recommendations or if the chair, for other personal reasons, did not want to give the report. It is somewhat surprising, though, that if this was a special meeting of the board to hear the committee's findings, the committee did not have a reporting member chosen. Can you tell us why the chair would not give the committee's report?

Since you didn't actually raise a question, I'm assuming you want to know what the proper procedure is relative to your '2 camps". The report of a committee - which is usually but not always given by the committee chair - can only include what has been agreed to by a majority of the committee (RONR 12th ed. 51:2). If, as you state, there was no vote taken in the committee as to what should be in the report, then the committee cannot make such a report. It would be appropriate for the chair, or another designated committee member if necessary, to provide an interim report on the committee's progress however. If the motions you refer to arise from the subject matter assigned to the committee, then they could not be considered by the board unless the committee is first discharged (RONR 36:1,2).

It would not be appropriate for the board chair to call on committee members to report as a way of bypassing the chair.

In addition to Mr. Merritt's reference, RONR also states "Debate must be confined to the merits of the pending question. Speakers must address their remarks to the chair, maintain a courteous tone, and - especially in reference to any divergence of opinion - avoid injecting a personal note into debate. To this end, they must never attack or make any illusion to the motives of members." (12th. ed. 4:30).

First (I'm sure there will be more) question - Do your bylaws provide for business being conducted via email?

Were these motions presented as amendments to the bylaws and, if so, did they fulfill any and all requirements that your bylaws stipulate for their amendment?  If so, then you have both increased the number of directors on your board, but apparently made them temporary directors with terms that only last until the end of 2022. If these motions did not comply with any one or more of the requirements for amending your bylaws, then their adoption is null and void and a point of order to that effect should be made at the next meeting.

Since you say this was your annual meeting that could present a problem, unless you have the ability to call a special meeting, at which the point of order can be raised, or the president on his own can declare the motions null and void. But since this is an HOA, there may well be local or state ordinances which deal with the issue of invalid changes in HOA documents. You would need to check with a lawyer on that.

According to RONR, minutes are a record of what was done, not what was said, so no statements, whether false or true, should be included in the minutes, only the actions taken.

How often?  I would say as many times as it takes to fully consider and make a decision on the item. But... you need to know exactly what the item is that you're considering, and that is done by offering a motion which specifically states what action you want to take regarding this item. When you have a motion to consider, it can be debated, it can be amended if it needs to be refined, it can be postponed to the next meeting if you need more time to consider it, and it can be referred to a committee if that would help gather more information needed to decide whether to accept or reject the motion. In the end, which could be after all these possible steps and over several meetings, you will vote to adopt the motion and take the action it proposes, or reject the motion and not take that action.

But without the motion, i.e., the specific statement of what action should be considered, you're probably just going to keep going in circles around what everyone thinks is the 'agenda item'.

And to your specific question, yes, this agenda item can be placed on the agenda again at the next meeting. After all, you haven't really made any decision on it yet.

I don't believe that the bylaw statement quoted is sufficient to rule out nominations from the floor. You would need a statement specifically prohibiting nominations from the floor or, alternatively, a statement requiring that nominations be made only by a specified procedure or procedures. 

In this case definitely not. Once the chair has stated the question, the motion belongs to the assembly and is no longer in sole control of its maker. Since the chair stated the motion, and the assembly (presumably) discussed the motion and voted on the motion, it stands as validly adopted. There could also be a question, based on your rules, as to whether a person ineligible to vote is also ineligible to make a motion.

In other situations however, a procedural error may possibly affect an otherwise legitimate decision. One such example would be if a motion passes by a number of votes that is equal to or less than the number of ineligible voters allowed to cast votes. In that case a point of order would result in the motion being declared invalid.

On 6/23/2022 at 4:18 PM, Atul Kapur said:

As Mr. Brown noted, you should see if your bylaw has anything to say regarding this. It may be that you need to apply to a court, or have 10% of the membership requisition a members' meeting where they could, as one of the things that would need to be specified in the requisition, remove a director.

I didn't see in any of the OPs comments any reference to removing a director, just about calling a meeting of the board. Have I missed something?

Thank you. That indicates to me that your executive committee is designed to function just as RONR describes for an executive committee - i.e., as a board within a board and therefore not in the manner that standing and special committees operate.

RONR (12th ed., 49:13) describes an executive committee as a 'board within a board', which exercises the authority of the board between board meetings, and which operates under the procedures outlined for boards rather than the procedures used by committees. If this is how the executive committee in your organization is set up, then the provision that the executive director is ex officio a member of all committees would not apply to the executive committee since it would not function as a committee.

Out of curiosity, who do your bylaws say are the members of the executive committee?

I must confess that I  don't see why the requirement that "the person who is presenting a report on behalf of a board or committee must confine himself to say only what the board or committee has agreed to in its report" precludes any questions being raised on the report. And especially in the case where a report is presented for information only and does not conclude with a motion.

Nothing in RONR would require you to resign as secretary before being nominated for the vice president position. Since your bylaws prohibit anyone from holding more than one office if you win the election for vice president you would then resign as secretary (or maybe once you accept the vice president position you would automatically cease to be secretary). If you are not elected to the vice president position you should retain your position as secretary.

But check your rules to see if they might require you to resign one position before running for another.

And in response to the "we will not be able to hold the vote at the meeting because...multiple candidates requires a secret ballot" argument, blank pieces of paper serve very well as secret ballots. You don't need pre-printed ballots in order to hold a secret ballot election.

You said in your first post "We had the meeting but it wasn't announced to the church ahead of time". If that means that the church members - who would be the members voting on your election (or appointment) as assistant treasurer - weren't given notice of the date and time of this special meeting, then, at least according to RONR, this was without doubt a not properly noticed meeting and therefore an invalid meeting.

But I don't quite understand the urgency you're giving this issue. Also from your first post, it sounds as if it was only the selection of an assistant treasurer that was omitted, suggesting that you did select a new treasurer. The minutes of that meeting should reflect that election and that should satisfy the bank's requirement so that you have at least one person qualified to sign the checks. If that's the case, then you should have the time necessary to properly call a special meeting, elect an assistant treasurer, and bring those minutes to the bank too get that person qualified as well. I'd be surprised if the bank was claiming that they'd only accept verification for both signatories at the same time.

If your president has the authority to appoint committee members for your committees, I don't see why the president wouldn't have the authority to appoint new members to this committee as well. The only exception would be if the motion that was adopted creating this committee specified a different authority to appoint (and thereby replace) committee members.

The chair can refuse to state a motion if he considers it out of order, either because of its content or because of the time in the meeting at which it is made, but he must give the reason(s) for ruling it not in order. That decision can be appealed (with a second), which lets the assembly, via a majority vote, make the ultimate decision as to whether the motion is in order or not.

In a larger assembly than most boards, the chair does not vote unless his vote would make a difference in the outcome, but even then the chair, like any other member, is not obligated to vote. In a small board (no more than about a dozen members present) using small board rules the chair is free to vote along with everyone else. But again, the chair is not obligated to vote - he retains the right to abstain if he so chooses. For a main motion a majority is needed to pass and a tie vote is not a majority, so whatever action you were discussing and voting on (was there an actual motion made prior to the vote?) was not adopted. The proper procedure would have been for the chair to announce the vote count and declare the motion not adopted, but since this meeting seems to have adjourned, you can consider the motion lost. A re-vote is not in order, but the motion can be made again at the next meeting.

In most cases a challenge to the results of an election must be raised, via point of order, at or immediately after,the time the election results are announced. However there are certain conditions which would create a continuing breach, for which a point of order can be raised at any time the breach is ongoing. RONR (12th ed.) describes those conditions in detail in Section 46:48-49. One example of such a continuing breach would be the election of a person who does not meet the qualifications for office stipulated in the bylaws. The breach is ongoing as long as that person remains in office.

This sounds like a matter that is unrelated to parliamentary rules, and one which must be pursued legally. Since this forum does not consider legal matters you will need to consult an attorney for guidance.

Yes - which should make it absolutely clear that providing a written copy in advance of any lengthy, detailed proposal such as a bylaw revision should be considered a necessity for it to be properly and effectively considered by the assembly

You are correct that the president cannot delegate the duties of chair to a third party (member or non-member) on his own. That would be true even without that bylaw statement, though, if RONR is your parliamentary authority. If the VP is present, and has not otherwise disqualified himself from presiding - e.g., by engaging in debate on the pending question - then, yes, the VP would be expected to assume the chair if the president cannot do so. If both refuse to preside, then either the president can recommend someone to serve as chair pro tem who can then do so with the assembly's approval, or the assembly itself can then elect someone to serve as chair pro tem. This is true even in the presence of a bylaw statement such as the one you quoted - see RONR, 12th ed. 62:12 (especially footnote 5).

If there is a legitimate reason for ruling an election invalid, raised with a timely point of order, this can result in the election having to be redone. The details of what constitutes legitimate reasons to invalidate an election, and the timeliness required for such a challenge are spelled out in RONR, 12th ed. 46:48-50. If a re-vote is warranted, the election can be postponed to the next meeting, by a majority vote.

However the scenario I believe you are describing - where an election for chair was decided by one vote - does not constitute a legitimate reason to contest the election on its own. Assuming a quorum was present, and none of the other reasons for invalidating the election described in the reference above were raised in a timely manner, the election is a done deal. Time to move on.

Amending, which includes rescinding, a special rule of order requires previous notice and 2/3 vote or an affirmative vote of a majority of the entire membership (RONR, 12th ed. 2:22).

Nothing in RONR prohibits it, although some combinations of offices, such as president and vice president, as well as president and secretary, would be highly problematic.