Gary Novosielski

It all depends on your bylaws. I presume when you say that the president appointed an ad hoc committee, you really mean established a new committee. Whether that's allowed depends on the powers the president is given. If your bylaws say that "the president appoints all (or some) committees," note that appointing means naming the members (and often the chair) of a committee, it does not automatically grant the power to create new ones. In the absence of some provision in the bylaws, special (ad hoc) committees are established and appointed by the body to which they report, not by individuals. And these committees operate under the direction of their parent body. What do your bylaws say about the president's powers?

Absent some superseding language in your bylaws, filling a vacancy does not change the end date of that term, and the new occupant serves for the unexpired remainder. But there seems to be a wrinkle regarding the change of term. It probably will depend on a close interpretation of the precise language of the motion that offered the amendment adopted in September. It's possible to do this while maintaining existing terms, or to do it such that the term is abridged effective immediately upon adoption. Can you shed any light on that? Sometimes amendments are adopted without fully considering the side effects. It may come down to interpreting your own bylaws, since RONR yields to whatever is in them. It seems to me that this is unrelated to the fact that the office had a change in membership earlier in the year.

I think the correct procedure would have been a motion to go into executive session, debate if needed, and a vote. As far as RONR is concerned, a guest may not be recognized to speak in debate without a non-debatable motion and two-thirds vote to Suspend the Rules and permit it. So under usual rules, a guest would not be in a position to challenge any decision.

There is no rule in RONR that would prevent this, given that majority vote. As noted, in public bodies this can be affected by local Sunshine Laws which, among other things, limit the topics that can be discussed in executive session (a topic on which competent legal advice would be necessary). But I would add that discussion of the details of a proposed contract would be exactly the sort of business for which executive session would be desirable (--and permissible, if my non-attorney experience counts for anything, which it absolutely does not).

I'm not as convinced as you are that guests afforded the privilege of addressing the board are formally granted the floor during their comments. This is certainly not the case during, say Congressional hearings, where the questioning member of a committee essentially controls the floor, yielding for an answer, but may reclaim it. They have their own rules there, but similar ones exist in RONR when yielding for questions. If a guest is, by suspension of the rules, afforded the opportunity to speak in debate, then under those conditions I fully agree that all the normal rules apply regarding what very few items may interrupt a speaker who has the floor. But I agree with Mr. Elsman that it would be best if the organization developed rules that govern the hearing of guests.

...and not truly installiatory.

Agreeing with @Josh Martin, I would point out a distinction that I think needs finer drawing, since it is often misunderstood: When you move to Amend Something Previously Adopted, you must make sure you understand what you are amending. There are two possible uses for this amendment in the situation you describe, only one of which will probably apply. You may be amending a motion which, although properly adopted, properly recorded in the minutes, and not yet completed, is now considered to be a bad idea, or is in need of some other adjustment that was not included in the original motion. This is the situation that I believe, and I think Josh believes, is what you're asking about; but You may be amending the minutes which have already been approved. You would only do this if the original motion was adopted (or even rejected), but for some reason it was improperly recorded in the minutes of that meeting, and overlooked during the normal process of reading and approval of minutes. Amending the minutes does not ever have any effect on the motion itself, or what actions are properly to be carried out. It is only a paperwork correction to ensure that the minutes are an accurate record, not of what should have been done, but of what was really done at the meeting, even if what was done was later discovered to be ill advised, impossible, ridiculous, or illegal¹. The minutes should record the truth, and if anything else needs fixing, the first bullet point above would apply. Edited to add: ¹In general, illegal actions, or shall we say matters which could become the subject of litigation, should probably be discussed during executive session, and the minutes thereof should remain confidential. This is not legal advice, consult an attorney.

I would add to your first point: Strictly adhering to the rule that all remarks must be addressed to the chair, and never to other members, even when names and second-person pronouns are avoided.

It's not clear what type of organization this is, or why and what manner of state regulations apply to it. And if state laws truly are in play, what RONR says about the matter is of no consequence. You say the state statutes supersede bylaws if they are in place, which is no surprise. But state statutes would also supersede anything in RONR, especially if there are no bylaws, which would fall between those two in priority. The levels are: Statutes containing procedural rules Bylaws Parliamentary authority (RONR) So, the absence of bylaws would not change the order. The statutes remain at the higher level. You'll need the advice of an attorney to decide how and when those statutes apply to your specific situation, as that would be beyond the scope of this forum.

The second example seems more in line with the way RONR considers items of business but it's hard to tell without knowing if any of the items in the first example would be duplicated in the second. And there are other consideration. To understand the finer point of the mechanics of orders of the day, agendas, and standard orders of business will require a reading of RONR (12th ed.) §41. The meat of the matter would be in 41:41, quoted below, but the potatoes will be found in other paragraphs. 41:41 Orders of the day are divided into the classes of general orders and special orders. A special order is an order of the day that is made with the stipulation that any rules interfering with its consideration at the specified time shall be suspended except those relating: (a) to adjournment or recess (8, 20, 21); (b) to questions of privilege (19); (c) to special orders that were made before this special order was made; or (d) to a question that has been assigned priority over all other business at a meeting by being made the special order for the meeting as described in 41:57. An important consequence of this suspending effect is that, with the four exceptions just mentioned, a special order for a particular hour interrupts any business that is pending when that hour arrives. Since the making of a special order has the effect of suspending any interfering rules, it requires a two-thirds vote (except where such action is included in the adoption of an agenda or program for a session having no prescribed order of business). Any matter that is made an order of the day without being made a special order is a general order for the time named. [emphasis in original; highlight added] I'm not certain how the highlighted section applies to your situation. Apparently you use an "agenda" for a session that does have a prescribed order of business, which complicates matters. Were it not for the fact that you formally approve this document, it would be closer to the memorandum discussed in 41:7, which is an order of business, but with notations of items included, so as not to overlook any. But voting on the entire instrument at the outset appears to treat it as an agenda, even though several of the classes of business have no particular details listed. I'd be interested to see what some other members might make of this neither-fish-nor-fowl arrangement.

Quite right, young man.

If the rules in RONR apply, a person appointed to fill a vacancy serves until the normal end of that term. But some bylaws state explicitly that they serve until the next election (typically at the Annual Meeting) and must stand for election to whatever term remains at that point. If there are similar full-term offices (as with a director's seat) on the ballot at the same time, there are different ways to deal with who gets what term. Is this is the case in your situation?

Pity the 1/6 mob didn't think of that.

In the first place, no agenda is needed if an order of business has been adopted. But if you do have one, the items with a specified time are technically special orders, but they are listed with their times. When the time arrives, it makes no difference what .class of business you are considering--that stops, and the item is taken up at its specified time.

I am unable to see more, but moving on... I can't imagine that this rule could be intended apply to secondary motions. It is perilously near absurd when applied to ordinary main motions.

Apparently, as evidenced by the fact that women can actually get credit cards nowadays. I know, right?

Well, I must concede that 4:21(7) does say "all questions," and I understand that impartiality is less than of an issue in small boards, but I think a motion regarding the chair as an individual, especially if it is a motion of reproach, would be an exception, in a better world than this one.

Well, if the unexpired term of the vacancy expires at the next election, it seems your problem is self-solving. But it sounds likely that you have staggered terms, and that the unexpired term extends for at least one additional year. In that case, if you appoint someone to that vacancy, they are in it for the remainder of the term, and RONR does not anticipate any musical chairs process. If the election is relatively close, and the board determines that it is close enough to cause no significant harm by waiting, I believe it could move to place the vacant term on the ballot like a separate office, or to simply increase by one the number of directors to be elected, and assign the partial term to whoever gets the slimmest majority. Failure to get four candidates with a majority would require a second or subsequent ballots to fill the as yet unfilled seats.

If the motion applies only to the chair's aggressive dog, then he should relinquish the chair during its consideration, and refrain from voting. If however the motion proposes a rule that applies equally to all (as it should) then the chair may preside normally, and vote on the adoption of the rule. But as @Rob Elsman wisely points out, be certain that rulemaking is a power that the board is granted in the bylaws, or at least the power to control what happens on club grounds. If not, then the membership would need to vote on it. But in general rules like that are proper and common. You might consider clearly defining how a dog comes to be considered aggressive, or you might pass the rule easily, but still have a big argument when the time comes to apply the rule.

Well, if the rules in RONR apply, no motion requires that. Ordinary main motions require only a majority of those present and voting. But HOA rules often vary from RONR--in particular changing one-person-one-vote to something like one-lot-one-vote or some other variable voting power. But still a majority of the votes cast rather than those present would be the analogous rule. But if your bylaws keep stating vote thresholds in terms of the "entire membership" then that's what you're stuck with in those specific cases.

Presuming the chair announced the result of the votes, you already have. And the minutes should reflect that fact. For future reference, a motion is the proper was to bring a question before the membership, whether projected screens are used or not.

No rule in RONR would prohibit it.

There is no need for such a rule since that is the rule under RONR.

It does not seem to be a consent calendar as such. I would expect, however, that it would be something set forth in a Special Rule of Order, although I suppose it could be a well embedded custom. But in any event it is a practice of moving a series of questions en block (in gross) Presuming these are distinct independent motions, any member may demand that one or more of them be voted on (and debated, if debatable) separately, just as described in the rules for Consent Calendar.

I agree with @Joshua Katz's suggestion to move the motion, then based on the presumption that it will be handled by the property committee, move to Lay (your motion) on the Table. Then, if the property committee declines to report it out, or if its recommendation does not properly handle the issue, you can later move to Take From the Table the original motion. This is one of the reasons that the Standard Order of Business, which most ordinary societies should be using, wisely sets all committee reports earlier in the meeting than New Business. Virtually anything that can be handled in Reports of officers or committees, or by unfinished business carried over, can potentially affect the need for or character of New Business. No, I don't see why you need to suspend the rules just yet. Just make the motion under New Business which for some reason occurs early in the meeting. Make the motion, gain a second, claim the floor, briefly introduce the motion and instead of moving to refer it, state the reason for moving to Lay on the Table, and move that. You may need to suspend the rules later, after you take it from the table, but not to introduce it. And since Lay on the Table takes precedence of Commit, you only need majority votes up to that point. Edited to add: If taken from the table it will be in the same condition as when it was laid there, i.e. it will have been introduced, and about to be referred. But at that point, the rules can be suspended to consider it later in that same meeting.