Gary Novosielski

We don't offer legal opinions here. Some of us are lawyers, some are not, but none of us are your lawyer. If the parliamentary rules in RONR apply, a husband and wife may serve in any positions they are duly elected to. The voters are free to consider situations such as the one you propose, and use them in their decision-making process. RONR only states that a member should not vote on a question in which he or she holds a personal or pecuniary interest not in common with other members, but members retain the right to do so even though they should not. And the advice applies to voting only—not to other actions.

Proxies are not valid in any scenario, if the rules in RONR apply.

The report of a nominating committee is not an "approved slate". It is a report of nominees for each of the offices under its consideration, all of which are elected individually. Normally that means one nominee per position, but they may nominate more than one unless the bylaws provideotherwise. Without seeing the exact text of the bylaws which you paraphrased above I don't know what the charge to the Nomination Committee in your organization might be, but your bylaws do supersede the rules in RONR..

See FAQ # 11: Must debate on a motion stop immediately as soon as any member calls the question? It is a fairly common misconception that, after debate has continued for some time, if any member shouts out “Question!” or “I call the question!” debate must immediately cease and the chair must put the pending question to a vote. This is simply not the case. Any member who wishes to force an end to debate must first obtain the floor by being duly recognized to speak by the chair, and must then move the Previous Question. Such a motion must be seconded, and then adopted by a two-thirds vote, or by unanimous consent. It is not in order to interrupt a speaker with cries of “Question” or “Call the Question,” and even if no one is speaking, it is still necessary to seek recognition. [RONR (12th ed.) 16:6–7; see also pp. 35–37 of RONR In Brief.]

We are not equipped to answer legal questions in this forum. RONR has no rules regarding the contents of e-mails except as they might relate to the confidentiality of proceedings in executive session. Legal questions should be directed to an attorney knowledgeable on Florida HOA law.

What RONR says is largely not a matter of opinion at all, since it is written in ink and English on the page. And since his name is on the cover of the Book, you may properly assume that @Dan Honemann has more than a passing familiarity with what RONR allows. But you seem to be adopting a view of what RONR says or appears to you to say, motivated more by what you want it to say than by what it actually says. I think you will find that among the regulars here, that is a deprecated method of interpretation.

This amounts to Proxy Voting, which is prohibited if the rules in RONR apply, unless there is a provision in your bylaws authorizing it.

There is no rule against it. As a voter I might make me think twice about the dependability of such a candidate, but that's what elections are for.

If you have a copy of Robert's Rules of Order Newly Revised 12th edition, the citations in the above replies will help you point out the exact language in RONR to the doubters.

I think @Josh Martin's suggestion that you refer to §2:14-24 explains the discrepancy. In case you don't have a copy of the Book, it says, in relevant part: 2:16 Special rules of order supersede any rules in the parliamentary authority with which they may conflict.⁵... __________ ⁵ However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule. If you have adopted RONR as your parliamentary authority, this footnote would apply. And the section on Discipline says: 62:16 Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society’s assembly as follows: .... So the rules that follow that statement in §62 must be followed, since your bylaws are silent on discipline, and these rules cannot be superseded by a conflicting special rule of order. @J. J.'s statement that special rules of order can supersede bylaws (especially as your bylaws are generally silent on discipline) is generally correct, but in the specific case of removal from office, the rule must be in the bylaws themselves. Since this is not true in your case, the rules in §62 apply.

In many cases it could be but there are exceptions. we'd need to know more about the motion: what it said, and what was done to carry it out beyond announcing it (or maybe the announcement was the whole point?) Either say more here or if you have a copy of RONR 12th ed., check out §35.

Whoever your bylaws say can call a special meeting. They should also say how much prior notice is required. Also, the (written) call of the meeting must specifically describe the item(s) of business which are proposed to be considered during the special meeting. No other business is in order at that meeting.

No. Actually the December minutes should state that they were "approved as corrected". If you want to see what the corrections were, you look at the final copy of the November minutes.

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I assume you mean the Previous Question, and yes, it might be a solution, but I agree with @Josh Martin that we have no clear picture of what the problem is. Even so, the vote threshold of the PQ is an example of a rule protecting a minority of a certain size. As far as the OP's "problem" is concerned, if the situation is such that the minority is actively participating in the consideration of a question, then they are doing just what RONR intends. The right to attempt to change the minds of the majority through the deliberative process is the primary right of the minority that the rules seek to protect.

I agree with @Josh Martin's reply and would only add that, in the case of a Special Meeting, it is somewhat unusual for an agenda to exist, since only items of business specifically described in the call of the meeting may be considered. An agenda seems to serve no useful function in that case.

Any member can call another member to order for a breach of decorum, but it is the duty of the presiding officer to maintain order, and a Point of Order can be properly raised if that's not being done. A motion to Adjourn has very high precedence and can be made at virtually any point during a meeting as a privileged motion, but in that form it may not interrupt a vote in progress, may not be made if another has the floor, and requires a second. Once moved, it is neither debatable nor amendable, so the vote (majority required) would be taken immediately. While it is technically not amendable, it does yield to the privileged motion to Fix the Time to Which to Adjourn, which could certainly change the effect of adjournment.

There is no specific requirement that reports must relate to other business items, although reports can contain recommended motions which, when moved, become business items.

Typically minutes are recorded by an official with the title Secretary or Clerk. In government bodies this person is an employee, typically not a board member, except that the rules may provide that this person is an ex-officio member of the board, with the right (and arguably the duty) to attend meetings, but typically no right to vote, unless they are elected by the public. This situation does not conflict with RONR, but it is different from what usually occurs with private societies.

Yes, duly adopted resolutions should be implemented without delay. Implementation should not wait upon the approval of minutes. The effect of approving minutes is that they are agreed to be a true record of what was decided at the meeting. Pending approval simply means that there has not yet been an opportunity to approve them. Not approving minutes is not an option. There is no such thing as a No vote on approving the minutes. The only way to object to accepting the draft minutes is to offer a correction that, if agreed to, would make them acceptable. But note well that once any corrections have been considered (whether agreed to or not) the minutes stand approved, without any "final vote".

Well, sure. If the bylaws authorize such teleconference type meetings, then the meaning of being "present" is extended. So far I don't think we've seen any evidence that they do so. Perhaps @Anthony can enlighten us.

RONR Quorum rules apply to in-person meetings, which are the only kind of meeting authorized by RONR. I assume Art. IV. §5 refers to your bylaws. The quorum number would be the same whether people vote or not; all that is required is presence No section in RONR authorizes absentee voting. See 45:56 Any reference to electronic voting in §45 refers to digital voting devices used at proper in-person meetings, and so the same quorum rules apply. Unless your bylaws explicitly contain rules that say otherwise, only in-person meetings where everyone is in the same room at the same time, count as real "meetings". Any so-called votes taken by other means are meaningless—as if they had never occurred. And if your bylaws do have such rules, you will have to refer to them for matters such as quorum etc. If the rules in RONR apply, the lack of a specific quorum does not mean there is no quorum. It means that the quorum is a majority of the total number of members in the body that is meeting—in person.

I'm not sure what the stated purpose of the first special meeting was going to be. But I assume it's true that the proposed stockholder meeting to impose some sort of discipline on the members accused of flouting the rules poses a substantially different question. "The board has spoken" does not imply a unanimous decision, but rather a majority decision. However, in this case, the board had not spoken, since a 4-4 vote does not have a majority on either side. And in any case, even if the board had spoken, it had not spoken on the question of disciplining board members, which is not even a board matter, but rather a stockholder matter. And why would the board need to speak at all, when a single officer, without any vote of the board, can apparently call a stockholders meeting at will for any purpose? Has the lawyer actually read the bylaws? It doesn't sound like he has read Robert's Rules of Order Newly Revised, for that matter.

Yes, that rule is designed to protect a minority of more than one third from being prevented from debating an issue even though a majority may wish to cut off debate. But it can't be used by the minority to "hold the organization hostage" because it only preserves their right to debate, not the right to have their way. Unlike the U.S. Senate, debate in an ordinary society cannot last indefinitely. Once everyone who wishes to do so has spoken on an issue twice, the chair will put the question, and the majority will prevail. While it might be possible to suspend the rule that requires a two-thirds vote to cut off debate, suspending a rule also requires a two-thirds vote, so it's unlikely to succeed.

The rarely seen three-halves vote is probably an error.