Gary Novosielski

If you don't change the bylaws, you have to follow the bylaws as they are now.

I agree. These bylaws are beyond saving, and don't have a mechanism for being saved anyway. The best bet is to create a new organization with good bylaws and leave this dumpster fire behind.

Are we even sure that board members are elected by the general membership?

I think not. The important thing is to note that the notice requirement was duly waived.

A distinction without a difference.

It may still be a deliberative assembly, but it seems to be a much smaller one, consisting only of the board.

Oddly, that language appears to suggest that the president and vice president may be reëlected even if they have not met the requirements of their respective office, as it is apparently only required of the other officers. Since there is no mention of how or by whom the decision is made regarding the duties and requirements having being met or not, I suggest that the default would be that the voters decide--by voting.

Well reasoned. I think that solves any open questions I had. I still we we had the rule to look at. I would hope it would have a requirement higher than a majority vote--perhaps even unanimous consent, and of course a quorum present.

Not necessarily. Again: The two are entirely separate concepts. It is common in some societies, by rule or custom, that all board and EC meetings are held in executive session. But it's not necessarily the case. A board or EC, or for that matter any assembly, can enter and leave executive session at will, simply by using the motion to "go into executive session", or its companion motion, to "come out of executive session." Second and majority vote. And if it is done routinely by rule or custom, it would be wise of the chair to remind all participants at the start of the meeting that they are in executive session, or to entertain the motion formally, so that all are aware. And if you want to do it like they do in classified government briefings, they remind you again at the end.

Can you provide an actual quote (do not paraphrase) of the bylaws language that requires notice, and that permits waiving of notice at a meeting? Specifically any special voting threshold for the waiver. You refer to a "committee? member who raised no timely Point of Order, but "subsequently" raised an objection. Objections can be raised during meetings. Outside of meetings they are more commonly referred to as "whining". Was this meeting actually a committee meeting, a board meeting, a membership meeting, or...? Under the rules of RONR, business conducted at a meeting held without proper notice is null and void, and it actually would be possible to raise a point of order at a later date (but in a meeting). But since your bylaws allow the notice requirement to be waived, the entire situation becomes ambiguous. It could be argued that any point of order would need to be raised at the time. The statement that the chair may "assume" unanimous consent means that the chair can say something like "Without objection, the notice requirement is waived", but this still is an opportunity for anyone to object at that time. If the chair wished to seek unanimous consent without assuming it, he would say something like "If there is no objection, the notice requirement will be waived. Is there objection? <pause> Hearing no objection, the notice requirement is waived." In either case, the unanimous consent would be entered in the minutes. What "assuming unanimous consent" does not mean is ignoring the fact that a specific approval is required, saying nothing, and later claiming that everyone agreed. Did the minutes make any mention that the notice requirement had been waived by any means at all? I think it would be a stretch to assume that in this case unanimous consent was "apparent". How would the notice requirement have any meaning at all? The fact that a vote is required in the bylaws suggests that it would be a presumptuous assumption. The words "Apparent Authority" do not appear in 4:62, or anywhere else in RONR, and the benign situation described there could hardly be further from the one you describe in your question

First I want to be certain that we're clear on the difference between the executive committee and an executive session. It's unfortunate that the same word is used to mean completely different things. If you are the secretary, and your bylaws are somewhat typical, you would be expected to take minutes at meetings of the full board, and the executive committee which, although called a committee <sigh> is actually more of a board within a board. Executive session means essentially a secret session, and although minutes must be kept, they continue to be confidential until the board decides that secrecy is no longer required They are not read or approved in regular session, only in executive session. Actual committees and subcommittees of the board do not normally keep minutes if the rules in RONR apply, but see the disclaimers below. As far as being pressed for minutes of the executive subcommittee meeting, if it was held in executive (secret) session, only members who had the right to attend that meeting can see its minutes. You mention "discussion" in this context, but discussion should never be included in any minutes, but especially minutes of executive session. Minutes are a record of what was done, not what was said.

If a person has resigned from the organization, and the resignation has, if necessary, been accepted, the person is no longer a member. Whether the resignation was by letter or any other means does not affect the answer. There is no rule in RONR that would prevent the person from becoming a member again. There is no rule against it, and no preference in favor of it. In other words, the person would have to apply for membership and follow all the rules and requirements that a brand new member would. That's what RONR says--if you have any local rules that apply to former members, they would have to be found in your bylaws or other rules, and they would supersede the rules in RONR.

You seem to be overthinking this. The rule in 44:14 helps the presiding officer to preserve the appearance of impartiality, especially in larger assemblies (small groups of less than about a dozen can choose to use Small Board Rules, which allow full participation by the presiding officer). By following this rule, the presiding officer loses nothing, and gains the traditional impartiality that inspired this rule. Look at it this way, the only way the chair could violate the rule would be to vote when that one vote makes no difference. So what exactly is gained by this? And the only way the chair could possibly be hurt by the rule would be if it prevented voting when that one vote could have made the difference--but the rule specifically allows the chair to vote in any case such as this. Again, there can't be a problem, and the chair is never prevented from voting whenever it matters. Nothing is ever lost. Even if the chair could violate the rule with impunity, I fail to see any benefit in doing so. If you think you have found a case, I'd love to help you see how that's not so.

Election applies a vote of some sort, or, as @Atul Kapursuggests, unanimous consent of those assembled. If there is, in fact, an objection to "Tom" by any member, then a vote to elect a secretary pro-tem must be held.

Absent a working time machine, when going back to do it properly is not possible, it is better to do it wrong than not to do it at all. But it's important not to do it so badly that everything is null and void. For that reason, holding a meeting without proper notice should be a non-option. Holding the meeting with proper notice, though later than the Bylaws require, is less of a breach than holding an improperly called meeting. So do it as properly as possible under the circumstances.

You can do pro-tem presiding and recording officers one meeting at a time, but the problem is that if your bylaws provide for duties and powers of these officers outside of the normal conduct of business during meetings, those powers and duties to not adhere to pro-tem appointees.. It may be time to start a discussion on how to dissolve the organization for lack of interest. This has been known to shake reticent candidates out of the corners. The term "slate" should be avoided when possible. Each office is a distinct election, if the rules in RONR apply. You can also elect people who have not been nominated (i.e., via write-in votes), and sometimes people who would not volunteer or seek nomination will agree to serve if actually elected.

Learning how they operate is an important factor. Learning how they are supposed to be operating is also important, and can only be discerned by reading the bylaws, and other rules.

If the meeting is held with improper notice that is serious. The adjourned meeting is definitely the safer way to go.

That's a good one (1).

I've never seen an Annual General Meeting with a Consent Calendar.

If the rules in RONR apply, the general membership decides all questions regarding the validity of ballots or any other questions affecting the election--not the Management Company. There is nothing wrong with campaigning, but ballots other than those created by the organization may be rejected depending on your individual rules. Again, the membership decides. Proxy voting is prohibited by RONR, so any proxies would be governed by your bylaws or state HOA regulations. Whether a ballot should be discarded if both sections are filled out cannot therefore, be answered under the rules of RONR. In general, a ballot should be considered valid if the intent of the voter can be discerned. If both sections are filled out, but it can be determined whether the ballot was cast as a proxy or a live ballot, that's an argument in favor of counting it. As long as both sections are not counted, giving the voter two votes, it's not a serious breach, but again, the membership decides. If a member makes a motion at a membership meeting, the board is not in session, or even present per se, except as individual general members, so it has no authority to reject anything. Motions incidental to the election cannot be expected to be on the agenda since it is impossible to say in advance whether, or when, they might be required. The fact that the election or matters incidental to the election are on the agenda, is sufficient. How "they" can do it is by just doing it, and having, apparently, no members raise a point of order. If ya snooze, ya lose. Wel, actually, if all but one snooze there is still hope. Will there be another membership meeting at or prior to the time of the election? Finally, who is counting the votes, and have they been instructed that any ambiguities about how a given ballot should be counted must be brought to the membership? Pay attention to the disclaimers in my signature. 👇

OOps. Right you are. I'll fix it. Thanx.

The typical bylaws provision would say that the directors elected at the annual membership meeting hold a board of directors meeting at which they elect officers from among their own number. In that case, the scenario you suggest cannot occur. But you haven't quoted any language that resembles that. Your §5.2 says the officers are elected by the membership at a meeting of the board of directors. That makes no sense. A membership meeting (especially an annual one) and a board of directors meeting are two distinct bodies. Yet the language clearly says "membership of the corporation" which does not mean only the directors. I'm afraid you are going to have to sort this out yourselves, and then amend your bylaws to make it plain exactly what is supposed to happen. The closest I can come to answering your first question is to say that if it is somehow possible for a non-board-member to be elected president, that would not create an additional director position, and would not confer upon the non-member presiding officer any rights to debate, vote, etc. There are many places where RONR says what a president, if a member [of the board] may do, which could not be done by a non-member president. The language granting all powers "incident to the office of president" is particularly troublesome. It says the president can do everything the president can do, without specifying anything. That's trouble waiting to happen.

The ruling of the chair and the reasonI(s) given by the chair for ruling in that way. The maker of the motion to Appeal would be recorded. The seconder would not.

Sure, unless it's an executive board meeting, obviously. If it's a membership meeting, and you have a quorum, you don't need any board members. If your president and secretary are absent, you can elect a temporary (pro tem) presiding officer and recording officer for that meeting.