Gary Novosielski

No meetings have taken place, because there is no committee. Why would you assume that continued meetings could take place when there is no committee?

While approval of the minutes is pending, a correction can be offered which could include additional material that should have been included in the minutes but was omitted. The purpose of corrections is to make sure that the minutes are a true, correct, and complete record of what was actually done at that meeting. That includes a record of all motions made, who moved them, and how they were disposed of. The minutes should not contain extraneous material or anything reflecting the content of debate. If corrections are offered that are not intended to accomplish that goal, other members should object to the inclusion, and a majority vote would decide whether the correction will be agreed to.

No. In the first place, a written motion is normally read by the secretary. But absent members cannot make motions. The motion could be offered by some other member who is present, who could state in debate that the motion was authored by the absent member. And anonymous motions are not a thing. The identity of the mover is obvious to those present, and it should be entered in the minutes as well.

No, you can't suspend rules that require an election. And you can't "call off" an election either. At this point you have nobody to swear in, so you may as well call off that ceremony too. What you need to do is look in your bylaws. See if the bylaws say that election of officers will be by ballot. If so, see if they provide an exception for unopposed offices. If they require a ballot vote without exception then you have no choice but to hold a ballot vote, with spaces for write-ins, unless your bylaws prohibit those. If your bylaws do not require a ballot vote, or if they contain an exception for unopposed offices, you still need to "hold" the election. During a meeting, the chair must announce the names of candidates who were nominated, call for possible additional nominations, and if none are offered, declare that those persons are "elected by acclamation" and that fact must be recorded in the minutes. That's your only proof that there was an election. You are right that failing to do one of the above opens the door to have the election challenged, and worse. If you cannot establish that you have held an election, then on what authority do your bogus officers do anything?--like spend money, for instance. This creates a continuing breach" which lasts indefinitely until a proper election is held, and although I am not a lawyer, my fertile imagination can conjure up any number of situations that you would not look forward to. The member who claimed the election can be called off should be forced to write "I will not open my big mouth." 100 times.

The motion for the Previous Questions, as it is properly called, does not end debate immediately. Yes, It is a motion to end debate, but it must be approved by at least a two-thirds vote, for the very reason that people do not like being cut off. And it absolutely cannot interrupt a member who has the floor. It can only be made by someone who has sought and gained recognition. This motion is, unfortunately, one about which a great number of people are seriously misinformed. That member of your city council is apparently one of them.

This is in order if the first vice president consents. Otherwise it will require a two-thirds vote.

A motion that fails on a tie vote, or any failing vote, can be renewed by making the same motion again at a later meeting. Or of course, a somewhat similar motion could be made if it is believed to have a greater chance of success.

Yes, this is in order, e.g.: Obtaining the floor--"I ask unanimous consent to set aside the orders of the day and proceed to the election of officers." If there is objection, the chair will treat it as a motion to set aside the orders of the day, which is a privileged motion and requires a two-thirds vote.

There isn't one. But that's not surprising. There is also no section, even in the 12th edition, that states that the chair can't slash people's tires. But that doesn't mean that it's okay to do so.\ RONR describes in detail the duties of the president/chairman starting at [47:5], all of which relate to the various things the presiding officer does in the process of actually presiding over a meeting. It then points out that, beyond those duties, any additional duties, powers, or authority have to be provided in the bylaws. So that's where you should look to see if your bylaws give the chair that power. Here's what RONR 12th ed. 47:20 says, in relevant part: All of the duties of the presiding officer described above relate to the function of presiding over the assembly at its meetings. In addition, in many organized societies, the president has duties as an administrative or executive officer; but these are outside the scope of parliamentary law, and the president has such authority only insofar as the bylaws provide it. In some organizations, the president is responsible for appointing, and is ex officio a member of, all committees (with the exception of the nominating committee, which should be expressly excluded from such a provision, and with the further possible exception of all disciplinary committees; see 56:47). But only when he is so authorized by the bylaws—or, in the case of a particular committee, by vote of the assembly—does he have this authority and status.

Are we talking about recording in the minutes, or something else? In the minutes, if it was a roll-call vote, you would record the names of each member called, and their reply. If it's a copy of the resolution for some other purpose, the names and replies are not included at all. You definitely do not record someone as absent if they are present, previous employees notwithstanding.

I hope you mean they are not named as being board members. If they are not named at all, then you don't have a VP and Treasurer.

A general statement yields to a more specific statement. So that particular situation requires a two-thirds vote. RONR distinguishes between Rules of Order and Standing Rules. Standing Rules require only a majority vote to suspend them, but Rules of Order require a two-thirds vote. Because this rule refers specifically to the conduct of business in a meeting, it is properly a Rule of Order. For a full discussion of these and various different types of rules, see [RONR (12th ed.) §2]

Unless the vote was taken by roll-call (yeas and nays), individual votes would not be recorded in the minutes. This member could request that his opposition be recorded in the minutes, but cannot demand it. A majority vote of the board would be needed to approve the request. And under the circumstances as you describe them, I would not favor doing so. If the member wants to, he can go up to the new CEO and say, "Hey, pal, just so you know, I voted against you." I would not favor doing that either.🤐

RONR 12th ed. says: 49:21 Procedure in Small Boards. In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects: 1) Members may raise a hand instead of standing when seeking to obtain the floor, and may remain seated while making motions or speaking. 2) Motions need not be seconded. 3) There is no limit to the number of times a member can speak to a debatable question. Appeals, however, are debatable under the regular rules—that is, each member (except the chair) can speak only once in debate on them, while the chair may speak twice. 4) Informal discussion of a subject is permitted while no motion is pending. 5) When a proposal is perfectly clear to all present, a vote can be taken without a motion’s having been introduced. Unless agreed to by unanimous consent, however, all proposed actions must be approved by vote under the same rules as in larger meetings, except that a vote can be taken initially by a show of hands, which is often a better method in small meetings. 6) The chairman need not rise while putting questions to a vote. 7) If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions.

The law (but not the opinion itself), if it applies to procedural matters, would take precedence over the bylaws. But all we know is that there was produced "a memorandum from our attorney that stated that any funds required for repairs did not need to be approved by the owners." This does not sound clearly procedural, although I suppose it could be based on some procedural regulation. I don't know enough to imagine what the reasoning might be. There might be some quirk that's unique to homeowner's associations, with which I am (thankfully) unfamiliar.

I tend to agree with @Clyde Gibson's skepticism. While presumably an attorney's opinion on matters of law would be persuasive, the fact that it conflicts with the text of the organization's own bylaws would at least warrant some explanation. There may be a very good one. Or there may not. Did the president reveal what the actual question was, that prompted the attorney's reply? Was the attorney even aware of what the bylaws said? We are free to hope so. Adopting a motion that conflicts with the bylaws creates a continuing breach which may be the subject of a Point of Order at a future meeting even if none was raised one at the time. But before raising too much of a stink I'd seek to know the lawyer's reasoning in concluding that the bylaws did not apply in this case.

No, the parliamentary term for this is "rubbish". LOL, you beat me by mere seconds. My reply would have been nearly a word-for-word duplicate, with the exception of the first line, which I have preserved above.

To achieve a majority, a candidate has to get more votes than all the other candidates combined. So in this case, person A. got 22, and all the other one candidate combined got 19. so person A. is elected. Abstentions are not votes, because voting is what those members have abstained from doing. They literally do not count. Edited to add: Present members are counted by actually counting members, for the purpose of establishing a quorum, which is a separate issue from voting. A person who answers Present during a roll-call vote is the same as an abstention. But even if they don't answer, they are still present, and have still abstained.

As my father was fond of saying, "There's a lot of truth in what actually happens."

Yikes!

Thanks for clarifying. If no revision is reported by the committee, the previous notice will not refer to a revision, and so the scope of notice requirements remain in effect, even if the assembly chooses to procedurally handle the group of changes as an amendment in the nature of a substitute.

I think not. Granted there is some wiggle room suggested by the use of the phase "may" be called rather than "shall" be called, but I can't imagine that the intent was to give veto power to the secretary. Rather, I think it indicated a permissive ability to call special meetings which would otherwise not be possible under the default rules in RONR. Also, the board is already given the power to call special meetings in that same rule. Giving them veto power as well, would make the language about the five members meaningless, since the board alone could always decide. When interpreting bylaws, an interpretation must be rejected if it renders existing language meaningless or absurd. It is the secretary's duty to call a special meeting upon request of the five members. The entire point of having an alternate route to calling special meetings is to afford a workaround when the board's "feelings" do not comport with those of the membership.

I agree. The phrase "this motion" supports that view.

Well, we seem to have reached the same conclusion, i.e., that the vote should be counted. So your interpretation of my interpretation seems to have fallen mercifully within the margin of error. 😇 But yes, if this voting period, as it seems, stretched over a period of days, I think "at the time the vote is. taken" applies to that entire period. Do you not agree?

That agrees with my understanding of the term "past president". But there are no rules concerning past presidents (immediate or otherwise) in RONR, so that is presumably something that the drafters of your bylaws saw fit to include. How did they phrase it, exactly? You have identified one of the drawbacks of such a rule, which is one of the reasons that many of the regulars here recommend against this practice.