Gary Novosielski

Deciding things by an executive board is properly done via motion and vote. If there was never an official vote, then as far as RONR is concerned, nothing was decided. Note, however, that if the matter was discussed, and it was apparent to all that an action would be taken if nobody objected, this could be considered tantamount to Unanimous Consent (§4), which is as good as an official vote, and should be recorded in the minutes as a formal action. As RONR points out, with characteristic understatement: So the first thing you need to decide is whether you actually decided. If you did, then that decision would need to be Rescinded or Amended. (see §35) If you never decided, then simply doing nothing would ensure that nothing occurs. The formality of RONR may seem a burden at times, but when it comes to figuring out what actually happened in the past and how it affects what might happen in the future, it usually turns out to have been worthwhile.

The first place to check is your bylaws, since any rules on removal contained there would supersede any conflicting rule in RONR. If there are none, the RONR default rules on discipline are contained in the twentieth chapter (Ch. XX) . See also FAQ#20 here. Ordinarily, voting to remove someone could only be done by the body that voted to install them. But the bylaws may contain exceptions.

Minutes are taken of all meetings, regular or special, in or out of executive session. According to RONR, special meetings can only be called according to the procedures in your bylaws. If the board chair has that power, then he can "properly call" a special meeting by following the rules with respect to advanced notice, etc. All members of the body that is to meet must be notified. Notification of "the public" would be highly unusual for a private society. And for a public body, there will be rules outside RONR that apply, so I can't answer that. The call of the meeting must clearly describe the business that is to be conducted, and nothing beyond that mentioned in the call may be considered at the special meeting. The meeting could be conducted in executive session if appropriate--a motion, a second, and a majority vote are required. The minutes would be taken, and would be approved at the next regular meeting (presumably in executive session). Only board members would have the right to attend, but (a majority of) the board is free to invite whomever they wish to attend. Enforcing confidentiality on such visitors might be problematic to a greater or lesser extent--greater if, say, the press were invited, and lesser if, say, an employee were invited.

No, but it becomes a matter of degree at some point. The introduction uses "unanimity or near unanimity" as the requirement, and I've seen 80% commonly used, usually as a fallback position when even the consensus zealots realize that unanimity in any group of thinking people is unachievable, and often inversely proportional to the triviality of the question. I've seen a religious congregation nearly torn apart over the proposed color of the carpeting in the sanctuary. The group was united on large questions such as the inherent worth and dignity of humankind, but the range of opinions on carpet was stunning, leading to actual table-pounding during Board meetings, accompanied by demands to state "for the record" that "Autumn Rose" was the "only appropriate color for this congregation!" with a veiled threat to resign (yes, this was the minister) thrown in for good measure. You can't make this up. Using the words "consensus" and "Senate" in the same sentence may seem delightfully quaint, but the filibuster nowadays amounts to a 60-vote "supermajority" requirement for substantive motions. It's less than 80 and more than 50, so in a sense it requires more consensus than is needed in the House. In my view, there is no such thing as a "supermajority'. There is either majority rule, or there is minority rule. If it takes 80% consensus to pass something, then a 20% minority is in control of the agenda, and it doesn't take them more than ten minutes to realize it, and act accordingly, i.e., badly, ruling by obstruction. If majority rule is in effect, then the surest way for would-be obstructionists to prosper is to debate and offer amendments in good faith, so that what finally gets passed is something they can live with. Sitting and pouting has no payoff, since something even less palatable is likely to be the result.

Anyone who is elected remains elected. But remember, a tie vote is not the only way to not be elected. If nobody gets a majority of ballots cast (for that office) then nobody is elected by that ballot. You take a second (third, fourth......nth) ballot on any offices undecided. Nobody gets dropped unless they withdraw. Nominations can also be reopened between ballots, and write-ins are always allowed.

I don't know the price of eggs. (I have chickens.)

RONR addresses the basic parliamentary rules that can be applied to almost any organization. It is quite common for HOAs to name RONR as their parliamentary authority. But homeowner's associations usually are also governed by statute and administrative code, and by their own bylaws, either of which would supersede any conflicting rules in RONR. .

Maybe not. I think Mr. Katz was referring to the fact that, once elected, he would be bound by the rules of the Senate, which do not always operate on the basis of a majority vote.

As I suspected, the matter of whether the membership can overrule the "Executive" (It's really called that!?) is a matter upon which two reasonable..... Drat, Dan beat me.

Funny how that happens. Reliably.

There is no doubt that he missed the deadline (unless there is doubt) so that is not what he is appealing. He is appealing the ruling that the "exec" (by which I assume you mean the executive board) cannot be overruled by the membership. Just because a body has the authority to do something, does not necessarily mean that it has the exclusive authority to do something. Depending on the language in the bylaws, this might be a matter of interpretation upon which two reasonable people could disagree. In general, in the typical case of a typical organization with typical bylaws, the membership (typically) has the power to instruct and to overrule decisions made by the board, as the board is the subordinate body.

I would not draw a hard line against joining a group that used plurality elections; after all, I vote in public elections. But if the matter were up for debate, I would be in favor of using majority voting as described in RONR. (Yes, of course I understand and support the use of 2/3 vote where appropriate.)

Here are two relevant points regarding the nature of a deliberative assembly (§1): Those who do not concur in a decision remain members, but do not assume direct personal responsibility for the decision. There is no duty to support all decisions made, although actively working to thwart implementation of a decision could subject one to discipline.

[citation needed]

The person preparing the draft minutes signs the draft minutes. Minutes are initialed as approved at the time of approval by the then-secretary. Anyone who is a member may participate in approval of minutes, whether they were present at the time of the original meeting or not.

I have heard it said on occasion that a board "must appear united" and that individual members should not speak against a board decision. I do not agree with this unwritten rule, which is usually invoked just to suppress minority opinion. I have even heard it said by an attorney, but to me it does not sound like legal advice so much as political advice. Of course, I could be wrong and probably am.

The motion recorded in the minutes must be a complete verbatim statement of exactly what was voted on.

According to RONR, debate continues until all speaker's rights are exhausted, a set time limit for debate has expired, or the Previous Question is ordered. I have seen a case, however, where an assembly that alternates pro/con speakers adopted a special rule of order that when one side or the other has no one seeking recognition, debate is ended. It's likely that if one side vastly outnumbers the other, further debate is unlikely to change the outcome.

It depends on what your bylaws say. They often contain rules on how to fill vacancies. The body (person, board, membership) authorized to fill the vacancy is also authorized to accept the resignation of the departing officer, which should be formally done. If the bylaws say that the board is in charge of the affairs of the society between meetings of the membership, then the board may do these things. If the bylaws are silent, then a special election (with prior notice) may be held.

If the two matters are to be moved at the meeting, what prevents you from speaking in debate, and making your views known at the time, even moving to postpone indefinitely, refer the matter to a committee, or otherwise impede its passage. There is no prohibition against a member of the board from full, free, individual participation in the membership meeting, as long as he is a member of the general membership. If neither matter will be on the agenda, I'm not clear how either will be moved, debated, or voted upon.

It sounds like you have four members, with differing numbers of votes. RONR does not cover this situation directly since it does not meet the definition of a deliberative assembly. In such a small group it is common to use "small board rules" which do not require motions to be seconded. If a second is required, and your bylaws don't say otherwise, RONR says that a member other than the mover must second a motion.

It looks like the officers are elected from the board, and remain on the board. Nothing we've seen indicates that in order to be elected president for two years you must have two years left on your board term, although that sounds like it might be reasonable. The question is, do the bylaws give any guidance beyond what has been presented so far. I can tell you that a more common arrangement for this sort of situation where board members have different lengths left on their terms is to make the term of an officer one year, so that everyone on the board is equally able to fulfill a complete term as officer. But your bylaws apparently don't do that, and so far we've seen nothing that decides the matter one way or another. So far, it appears that someone with a year left on the board can run for a 2-year term as president. What happens at the end of the year we don't know, but we hope the bylaws will tell us. If the bylaws say that serving as an officer is conditional upon being a board member, then that person, if elected president and not reelected to the board would no longer be president. Or, they might remain as president, but no longer be a board member, in which case they could preside, but could not vote or exercise other rights of membership. At present, having not read the bylaws we can't say, and as non-members, our opinion on what your bylaws mean doesn't count for much, but have a look and see if you can find anything in your bylaws.

If the bylaws specify that the president is a member, that does not imply that the membership is transferrable to someone else, unless that's explicitly stated.

The 80% threshold is often referred to as "consensus" voting. Here's what RONR has to say about the practice. (emphasis added) : Edited to add: If it's any help, I've promised myself that I would never again join an organization that used anything other than majority voting and open debate, for the simple reason that I've had experience with "consensus" decision making and mourn the many wasted hours I will never get back dealing with watered-down defaults and least-common-denominator thinking.

Yes, unless your bylaws have some rule against it.