Gary Novosielski

On 5/31/2021 at 5:48 PM, Al Dunbar said:

Thanks much.

I also found that that is where it states the president should definitely not appoint the nominating committee or be a member of it.

 I submitted a new topic asking for the rationale for this restriction. Hoping you will answer either here or there....

It is not typically the case that the rationale for all the rules is spelled out in RONR, though it sometimes is.

One method for determining why a given rule is a good idea is to amend the bylaws to eliminate that rule and then watch to see what disasters occur as a result.  It shouldn't take long.  Even so I can't in good conscience recommend this method.

On 5/30/2021 at 5:52 PM, Richard Brown said:

Isn't that a different question from whether new business can be prohibited?  For example, consider these two scenarios when the association has a rule requiring an agenda: 

First, assume the last item on the agenda is "Motion to paint the clubhouse".  Once that item is disposed of, wouldn't a member be entitled to obtain the floor and introduce an item of new business provided he can do so before the meeting is adjourned?  

In contrast, if the agenda lists "Motion to paint the clubhouse" as the next to last item and there is another item titled "adjourn" listed after the clubhouse motion, would the introduction of new business then be properly prohibited? 

 

It has been my understanding that "Call to Order" and "Adjourn" entries are not included in the agenda.  I thought I recalled a specific rule to that effect, but I can't find it now.

N/A

If it is important to note the identities of the president and secretary in the first paragraph, the it stands to reason that future archeologists unearthing the minutes could assume that these persons held those roles for the entire meeting unless otherwise noted.

Assuming that rule in RONR is there for a reason, failing to note changes when they occur would seem to render the rule absurd.

On 6/1/2021 at 8:18 AM, Guest Dana Reilly said:

When taking minutes, should guests be listed as attendees if they are not presenting?

If the rules in RONR apply, there is no requirement to list the names of any attendees, whether members or guests, in the minutes.  The only necessary notations are who was presiding and who was recording.

RONR has no mention of "emergency" meetings, but since they are clearly not Regular meetings, we can assume that the rules for Special meetings would apply.  The rules for special meetings must be in your bylaws, or such meetings don't exist.

If the May 20th meeting was called without any description of the business to be considered at that meeting, then there was no business that would be in order to bring before the meeting.  Any motions apparently adopted would be null and void, and any actions taken based on those improper decisions would be unauthorized, unless subsequently ratified by the assembly.  The bylaws, in the section authorizing special meetings, should state the number of days notice required.

On 5/31/2021 at 10:07 AM, Guest GUEST Phil said:

Honest question,

 

Funds were actually disbursed in 2019 and 2020, unauthorized at the time

That was how I read it as well, and I recommend to you Mr. Honemann's  and Mr. Brown's suggested reading.

It appears that the motion was adopted by a vote of 3-0.  The three abstentions would not affect the outcome.

On 6/2/2021 at 7:50 AM, Guest Sandra said:

Our church has a staff committee that is tasked with hiring.  The committee selected three people to solicit candidates and conduct interviews.  A person was selected.  Does the committee have to vote on the person selected by the subcommittee or consider it a recommendation and vote to accept or deny only?

A recommendation from a subcommittee does not imply that the parent committee may only vote up-or-down.  The recommendation may be accepted, amended, or ignored entirely, so the committee has all the authority it always had.

RONR's characteristics of a deliberative assembly in §1:1 include this:

• The group meets in a single room or area or under equivalent conditions of opportunity for simultaneous aural communication among all participants.  [emphasis added]

4 hours ago, Joshua Katz said:

Maybe. But it may also be that it is unclear that the reasons for a decision should be unilaterally chosen by the secretary, and attempting to amend it at the meeting are doomed to failure.

True enough.  That's why debating and perfecting a preamble ensures that the reasons are those that the assembly intends.

To keep approval of minutes from taking over the meeting, it's best to stick to the facts. But even that is no guarantee that opinions won't emerge.

1 hour ago, Guest Donna said:

What does Roberts Rules say about who can make appointments? What is your interpretation between appointments vs election? 

Appointment means a person is named to a task, position, or office.  The most frequent use of the term concerns appointment to committees.  Your bylaws may provide, for example, that the president appoints all committees.  This means that when a committee is established, the president names its members.  Appointment often, but not always, implies that one person has this authority.

But it is also common for bylaws to provide that the board fills vacancies in office.  But the board is not a single person, so it would vote to decide who would be appointed.  This means the appointment is made by an election.  It is seldom worth the trouble to try to distinguish between appointment and election, as they are often used interchangeably.  And if someone properly holds an office, it does not thereafter matter whether this was by an appointment or election.

Your bylaws would determine what body or person has the power to appoint or elect people to different roles at different times.

On 6/2/2021 at 12:31 PM, Guest comedor@zoominternet.net said:

I am a Director on an HOA  Board. Due to difficulties having other directors withholding or not identifying conditions to the owners, During our Annual meeting can I excuse myself from the Board to sit with the owners to present the aforementioned issues?

Agreeing with the responses above, at an Annual Meeting, the body meeting is the membership, not the board.  In my view there is little or no justification for the practice of seating the board together, especially at the head of the room, as it implies that the board is in charge of the meeting, when in reality the board is subordinate to the membership.

Board members are present only as general members.  Since the board is not in session at the time, their role as board members is immaterial.

On 6/3/2021 at 11:35 AM, Chris Pound said:

I realize each Board member has equal rights, but assuming a Board has mixed opinions on when to have a regular meeting, wouldn’t the Board Chairman have the authority to set the Regular Meeting Date and Time? 

No.  Presuming the board, as it apparently does, has the right to set the date and time of a regular meeting, the chairman has no more authority than any other member, as you correctly pointed out.

As with most questions, a motion, debate, and vote is the usual procedure for settling "mixed opinions."

On 6/3/2021 at 11:35 AM, Guest Julie said:

We have an even number of board members. How can we break a tie vote? Can the president vote twice?

No.  A tie vote does not need breaking.  Majority approval means more than half the votes were in favor.  So a tie vote, being less than a majority, simply defeats the motion--just surely as if the No vote was overwhelming.

On 6/3/2021 at 3:15 PM, Guest FAM said:

Recently, we passed legislation with 19 votes total, 10-4-5 (yes-no-abstain). However, we had 24 voting members marked present in our first and only roll call vote (we had several members leave before the motion to adopt but they were counted as absent votes even though our bylaws state absent as being present for less than 1/4 of a meeting). Additionally, we had 21 total votes on a motion that was made 2 minutes before the motion to adopt. Is there a motion I can make that cannot be ignored/voted on to have the votes of the people who left count as abstentions?

If the rules in RONR apply, abstentions are not votes, and should not be counted at all.  The vote in your example is simply 10-4.  Anyone who did not vote either Yes or No has abstained from voting.  It does not matter if they said they abstained or simply sat silently and did not participate in the vote--they are abstentions either way.  Those who left could be considered to have abstained with their feet.

But unless your bylaws require it, there is no good reason to count abstentions or record their number.

The rules in RONR provide that discussion should not be included in the minutes, as you know.  The reason for this rule may be that the authors have discovered that once the matter has been decided by a vote, the reasons for a given vote often turn out to be of less importance than they might seem at the time.  What's usually important is the text of the motion that was passed, not why.  I say this might be the reason for the rule because in a parallel way, the reasons for the rules in RONR are of less importance than what the rules are.  

But of course there are cases where the reasons for a decision truly are important enough to be preserved. For example in the case of commending someone on the occasion of their retirement, it is often desirable to mention some of the ways in which the retiree benefitted the organization, exhibited excellence of character, was kind to small animals, and such.  It is for cases like this that the alternate form of motion, viz. the Resolution was made.  A resolution can contain a preamble comprising one or more Whereas clauses, each containing one of the reasons for the resolution, followed by a Resolved clause which is the active portion of the resolution--What the motion would say if "I move that..." were replaced with "Resolved, that..."

Resolutions are discussed in §10:13-22 in the 12th edition.

7 hours ago, Guest Resignation of President, said:

So we would typically have a nominating committee to recruit  positions but treasurer is immediate , Pres and Vp in 2 weeks . We need to transfer financials access , email, website etc to someone. Does it go to the secretary ? Does board appoint an acting Pres so we have 2 signatures on banking access ?

Forgive me, but it is not always the case that what people report as typical is precisely what the bylaws provide.  Do you have a rule in the bylaws regarding how vacancies are filled?

4 hours ago, Mark50 said:

Thank you all for the replies. 

RONR provides that all questions about the validity of ballots and whether or how to count them are matters for the assembly to decide.  Is there a meeting of the assembly any time soon?

6 hours ago, George Mervosh said:

Assuming they have the authority to fill the vacancy, nothing in RONR would prohibit this.  You should contact the attorney for the town's board if you want a definitive opinion on this matter as there will likely be applicable rules in statute that apply here.

Yes, I'd be surprised if there weren't rules that require advertising for the position, soliciting applications, or other requirements.

14 minutes ago, Guest oscar said:

follow up question

if our board no longer has a president or vice president,  who is next in the chain of command.  our club bylaws are silent  on this issue and we are not sure how to proceed.

There is no chain of succession beyond the vice president.  If a meeting is held, then the secretary (or anyone) will call the meeting to order and conduct a fast election for a chair pro-tem to preside for that meeting only.  

But that does not solve the problem of any non-presiding duties of the president.  If the bylaws contain provisions for filling vacancies, follow those, otherwise hold a special election to fill the vacant offices.  Previous notice is required.

On 6/1/2021 at 6:55 PM, Tomm said:

"At a session that already has an order of business, an agenda can be adopted by a majority vote only if it does not create any special orders and does not conflict with the existing order of business; otherwise, a two-thirds vote is required." RONR (12th ed.) 41:61

The title of this thread (No Special Orders Allowed) seems to be misleading.  In the cited text, there is no rule against special orders, it simply requires a different vote threshold if they are included.

27 minutes ago, Guest oscar said:

our bylaws state "the quorum for such meeting shall be a majority of the board".  how should this be officially unstood?

It should be understood to mean a majority of the actual members of the board.

On 5/27/2021 at 9:22 AM, Guest Gretchen said:

My organization has both a Membership and a Board, they have adopted RONR in its bylaws, and both the Membership and Board have monthly in-person meetings  (at least until COVID-19 struck back in March of 2020).  Because the bylaws authorizes only the Board to conduct electronic meetings, our membership has not met for over a year. Last month the Board met via teleconference and drafted an SOP (standard operating procedure) authorizing the membership to conduct electronic meetings, and they are calling an emergency in-person  meeting of the membership in June of 2021  to approve the SOP.   My question is: Do we have to amend the membership bylaws to conduct electronic meetings or can it be done by an SOP.  In fact, I was told that the Board could have approved the SOP without going through the membership at all.

Emergencies notwithstanding, nothing short of a provision in the bylaws can authorize electronic meetings.  An SOP is not sufficient.  And the bylaws probably contain a procedure for their own amendment, which is the only way the bylaws may be changed.   If there is no such procedure, RONR does contain a default.

On 5/28/2021 at 10:30 AM, Guest Word curmudgeon said:

If the minutes of a meeting include a simple typographical error - incomplete proof-reading - to change the spelling of a word that ultimately has no effect on the overall point - unbrella/umbrella - and the correct word and its meaning is intuitively clear to even the most casual observer, is it necessary to propose a motion that must be seconded and voted on, to correct the work?

When the minutes are up for approval, a correction like this can be pointed out, and probably agreed to by unanimous consent.

If the error is not noticed until after the minutes have been approved, then a motion to Amend Something Previously Adopted (§35) is the thing to use.