Gary Novosielski

I'm not 100% clear that this is a special board meeting, as opposed to a special meeting of the membership. Also I'd want to know for certain what the parent group of this committee is--does it report to the board, or the membership? Can the board dismiss the chair of a committee that reports elsewhere? And of course there's the question of whether electronic meetings are provided for in the bylaws.

The latter.

But you seem to be ignoring the fact that it is not the president, but you who are promoting rampant violations. People who are not present in person cannot vote. And you appear to be the one making excuses to allow them to vote, but it's a clear violation of RONR.

I don't think it is responsible to suggest to someone that it is a good idea to speak ill of the organization to the public, without pointing out that this is likely to get one expelled from membership.

You could certainly combine both, as: "I ask unanimous consent that we consider the topic of <topic> without a motion, for a period not to exceed <limit> minutes."

I wonder if there is a section 6 that we will soon hear about, that will change our answer again.

I think since both motions were approved (although in a bass ackward manner) the research should be carried out, and presented at the next meeting. At that point, however, I think the motion to donate the money could be moved again, and take effect immediately, since that will be the second time it was voted on.

I formerly served on a public body in NJ, that moved, seconded, voted (by roll-call yet) on minutes approval at every meeting. When I became president, I had our attorney check into whether the RONR approval method would be acceptable. He was unable to find any prohibition in statute, code, or case law, and for the final years of my service there, approval of minutes took mere seconds. Of course you'll need to do your own checking, but don't be surprised if just because everyone is doing it, that doesn't mean it's right.

As my colleagues have pointed out, voting on approval of minutes is not proper procedure anyway, so there's really nothing to abstain from. A member who offers no corrections is assumed to consent to approval of those minutes. The only way to object to approval is to offer a correction, and even if your correction is not agreed to, your objection is noted but then does not interfere with approval. When there are no (further) corrections, the minutes stand approved. But as a general matter, the problem seems to be that you are trying to approve three meetings at a time, rather than approving the oldest meeting first, then the next, and then the most recent. It's really three different questions, and corrections would be in order for any of them. The general rule is that when a motion is made combining multiple distinct questions, any member may demand that the motion be divided so that he can debate, vote, or otherwise deal separately with the different parts.

Oh, it definitely is not in there. Who decides whether to invite people to a meeting? According to RONR, it's the committee itself by a majority vote, not the committee chair, or some ex-officio director.

No, not without the voluntary coöperation of the Secretary.

I'm not certain what a "committee board" member is, though I do know what a committee member is and what a board member is. But in any case, the rule in RONR is that a member of a body may vote. (Unless that right has been restricted as a result of disciplinary action.) The right to vote exists the instant someone becomes a member. But see the disclaimer below👇.

Adding to the existing replies: I'm not sure what you mean by a "temporary" member. If you mean someone who was elected/appointed to fill a previous vacancy on the board, they're simply a "member" like the other five "members", and their term ends when the term of the person they are replacing would have ended, unless your bylaws say otherwise. A board of nine members can almost certainly continue to function with six members (or even five) but any less than that, I'd suggest a close examination of the language in your bylaws that sets the quorum for board meetings. If there is nothing stated there, then the rule is that a quorum is a majority of the members of the board. If you have only six living, breathing, members, a majority of six is four. But if your bylaws specify something else, follow that rule (or come back and tell us what the language says.)

In a meeting of the general membership, board members have no special status, since the board is not in session at the time. In the typical case the president and secretary will preside and record, respectively, in both types of meeting, but even that is not certain.

In my experience, when discussion without a definite motion is allowed, focus tends to drift off in five directions and the most common result is either nothing, or some vaguely worded proposal being put off till next month, when nobody will remember what the fuss was about.

No, the bylaws say that any amendment requires that the membership shall have achieved 150 members. But the initial adoption of the bylaws is not an amendment. Furthermore, before and until the bylaws were initially adopted there was no such requirement in effect.

That's a rather large assumption, and one not supported by facts presented. We are told that this alternate motion was made while the first was being debated. It might have been offered as an amendment in the nature of a substitute, but as the chair ruled it was not in order at the time, the chair, at least, did not consider it to be an amendment at all. It's not for me to opine whether it was at all germane to the topic at hand, as I was not there. The chair was.

No. If he relinquishes the chair he can't rule on the point of order. And there's no reason why he should relinquish the chair, since the question of whether a motion violates the bylaws or not is a matter of no personal interest to the chair, except perhaps in some tortuously fabricated scenario.

If the chair is about to rule that the motion violates the bylaws, there will be little if any action required.

It's somewhat unusual to use ballot voting for ordinary board motions, but there's nothing improper about it. Ballots are normally used to keep secret the votes of individual members. Normally boards do most of their business with voice votes, or for publicly elected boards, roll-call votes. The procedure for balloting is that the chair appoints "tellers" to count the votes. RONR recommends that for a small group, two or three tellers should be sufficient, but there is no hard rule on this. Two is better than one, to ensure accuracy. The tellers' duty is to collect, or accept the ballots, ensuring that no member votes more than once, and to count the votes and report the numbers. Unless your board is large, counting should not take long, and can take place without leaving the room. The tellers do not report whether the motion passed or failed--that is the chair's job. The tellers report only the numbers of Yes and No votes, and the number of any spoiled ballots if any, such as one with both checked, or with some invalid written response. They read their report, hand it to the chair, who reads it again and announces whether it passed or failed. For more details, see RONR 12th ed. §45.

Ordinarily, yes, a motion made but not seconded is recorded with the fact that it died without a second. But in this case, I'm not convinced the motion was actually made. Was the person recognized to speak at that point? Did the chair accept the motion? it "was ignored" by whom?

The verbiage you suggest is a little bit too verbish, I think. The chair should, upon hearing the motion (and I think, also the second) should simply say, "I call upon the vice president to preside in this matter". The VP assumes the chair and dives right in: "The question is on the motion to <stating motion> Mr. Problemann <maker of the motion> is recognized." No explanations are required, and after the motion is disposed of, the VP returns to his seat, and the president resumes the chair, and says "The next item of business is..." I don't think anything else is necessary. Yes, the secretary should record the changes of presiding officer whenever they occur, such as "The vice president assumed the chair", or "The president assumed the chair." Reasons are not needed and would probably be obvious upon reading the motion in the minutes.

So this is a Board meeting at which non-board-member owners are permitted to attend and be heard from? If that's the case, any point of order or objection would have to come from a board member, and if none of them did anything about it, then the president's action, even though improper, is a done deal. If this were a general membership meeting with an adopted agenda, then any single member could have made the privileged motion to Call for the Orders of the Day, which is a demand that the orders of the day (in this case, the agenda) be adhered to. But at board meetings, Owners are not considered members of the body that is meeting.

The chair can raise a point of order at the next meeting, but cannot "rule" on anything outside of a meeting. Rulings of the chair are subject to Appeal (§24), and appeals can't happen outside of a meeting.

Ripped from the headlines.