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Gary Novosielski

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Everything posted by Gary Novosielski

  1. Unless their departure causes a loss of quorum, there is nothing to document. If it does, then the minutes should reflect that fact, plus whatever few permissible actions then occurred prior to adjournment. Not disagreeing, I believe RONR provides that members who answer "Present" at a roll-call vote should be recorded as having done so, have their number reported to the chair, and their names announced during a recapitulation, if any. [RONR (12th ed.) 45:49, 45:51] Those who do not respond at all, even if they are called a second time, are not recorded or reported.
  2. I am completely confused. The rules in RONR assume that the Annual Meeting is a meeting of the entire membership, and therefore, any motion passed at that meeting would go into immediate effect. What is the difference, if any, between a vote at the members meeting, and a vote of the entire membership? And where are these rules written? If your society is organized in such a way that the basic assumptions do not hold, then I'm not sure that information on the rules contained in RONR will prove to be of much practical use.
  3. Bearing in mind that this is a Robert's Rules, forum, RONR has no requirements for attendance records in the minutes. So far as the rules in RONR are concerned, the only attendance that needs to be recorded in the minutes is the presence of the presiding officer and the recording officer (typically the president and secretary). "Attending" a meeting via Zoom is prohibited regardless of state of health, unless provisions are made in the bylaws to do so, and rules are in place to govern the modified procedures that would be necessary to have absent members participate remotely, including quorum rules if necessary. So all the answers to your question would appear to depend on the contents of your own bylaws or special rules of order, since these would supersede the rules in RONR.
  4. 23:9 Remedy When Action Taken by an Executive Board Is Null and Void If the executive board of a society takes action that exceeds the board’s instructions or authority, that conflicts with a decision made by the assembly of the society, or that falls under any of the categories listed in 23:6, a point of order can be raised at a board meeting at any time during the continuance of the breach. If the point of order is sustained, the action must be declared null and void. Alternatively, the society’s assembly can adopt an incidental main motion by majority vote declaring that the board’s action is null and void; or, if it is affecting business at a meeting of the assembly, the board’s action can be declared null and void by a ruling of the chair relating to the affected business or on a relevant point of order raised by a member. It is also possible for the assembly to bring disciplinary measures against the board members who voted for the improper action. If the assembly finds itself in sympathy with the board’s action and the action is one that that assembly could have authorized in advance, the assembly can instead ratify the action as explained in 10:54–57. If, in fact, the board took an action that violated 23:6, (in particular c., procedural rules in law), then all that's necessary in a membership meeting is an incidental main motion adopted by a majority vote, to declare it null and void. That's the same threshold that would be required on an appeal to a rejected Point of Order, and less than the two-thirds that might be required to Rescind the action if it did not violate 23:6.
  5. Those two members would be referred to as a mover and a seconder, so this rule comports well with those found in RONR.
  6. Right. I think the context in the bylaws implies that, whoever is appointed to audit would report to the membership, so if I were a member I would want the board's involvement to be minimal.
  7. How would the society make a decision to hire a particular qualified firm, if not by a vote? The decision of whether to use a firm or to use a committee of two is also a matter the society has to decide. All these decisions are matters for consideration by motions and votes. As for liability, that's a matter for discussion with an attorney familiar with such matters. In my non-professional opinion, any attempt to finesse the legal liability is, I think, likely to fail, as the membership ultimately will approve the auditor's report and thereby assume responsibility for what's in it.
  8. Nothing in RONR requires posting anything on any web page. Since you never had one before now, it's clear you broke no rules in the past. And getting a new web page creates no new obligations as such. How much you want to post on a web page is up to the organization. Any official filings are a matter of what laws apply to organizations of your type, and are questions for a lawyer familiar with such matters. In RONR, the advice is that treasurer's reports are not accepted, approved, nor otherwise voted on. The treasurers report is delivered at regular meetings and place on file, either in the treasurer's own files, or the secretary's, depending on your rules. The report that gets voted on by the membership at the annual meeting is the auditor's report. It is assumed that the treasurer's books will be audited annually either by a CPA firm, or by an ad-hoc audit committee made up of members, resulting in an audit report that is provided to the membership for approval. In the usual case, the annual budget is prepared in advance of the annual meeting, by the treasurer, the board, or a budget committee appointed for the purpose. Once moved for approval at the annual meeting, it is open for debate, amendment, or other consideration as with any main motion, and once perfected, is adopted by the membership. The details are left up to the organization, and any applicable regulations.
  9. Whether it's "legal" depends on what laws may apply to "groups" such as yours. You'd have to ask a lawyer. As far as RONR is concerned, there's no restriction regarding family membership. The assumption is that if voters feel two family members should not be on a board, they won't vote them in. And if they do vote them in it's because they don't have a problem with it. Groups that do think it's a problem will consider putting carefully worded rules into their bylaws to modify the qualifications necessary to hold office.
  10. That might depend on what was said. I'd like to know if the resident was a board member, and if not, how they came to be speaking, let alone admonishing. If the president was unable to preside, where was the vice president?
  11. No, that's not an appropriate duty for the property manager. What's the point of this odd exercise, and whose idea was it?
  12. What do your bylaws say about members calling a meeting? In a typical case the bylaws say that the president shall call a meeting at the request of n number of members. In that case the members would send their request to the president. In which case: The president directs the secretary to send the notice of the special meeting to all members at the society’s expense in compliance with the bylaws no later than the required number of days in advance, making sure that it contains all the necessary information. [RONR (12th ed.) 9:14] If the bylaws do not include any instruction, I think it would be appropriate for the members to send the request directly to the secretary. The president would normally preside at special meetings. Or if that's not possible, the vice president. Or if that's not possible, a president pro-tem elected at the start of the special meeting.
  13. The charge of the bylaws committee is to come up with the best possible list of nominees for positions on the ballot of an upcoming election. In many organizations this means one nominee per office, but RONR does not insist on that. An incumbent office holder does not get the nomination automatically, unless you have some local rule requiring that. Elections are an essential way for the membership to get rid of officers who are performing poorly. The nominating committee should not be complicit in keeping ineffective incumbents in office. But that sometimes requires a good deal of courage, and a need to be prepared for possible blowback. One important task is to make sure the nominees would accept the office if they are elected. Another is to make sure the nominees understand the duties of the office. For example, you want to make sure that the vice-presidential nominee understands that they will become president automatically in the case of a vacancy in the presidency. It is probably the most important single duty of the VP position. The nominee should understand that there will be no opportunity to decline, if that happens. But there is no one set of procedures that will work in every organization. Discussing the procedures that apply best in your situation should be among the first discussions that the committee will have.
  14. In most organizations with which I'm familiar, the Nominating Committee, if any, only gets involved with regular elections. Bear in mind that when a vacancy would occur in the presidency, the vice president becomes president automatically and instantaneously, so the vacancy actually occurs in the office of vice president. RONR recommends that the president have no influence over the Nominating Committee, and whenever the bylaws provide that the president appoints the members and chairs of, or is an ex-officio member of, "all committees", the bylaws should include "with the exception of the Nominating Committee".
  15. [T]he only way in which a member may be disciplined for words spoken in debate is through the procedure described in 61:10–18, which may be employed only promptly after the breach occurs. [RONR (12th ed.) 61.22] If the chair took no action, such as calling the offender to order or "naming" him and having the secretary take down the words, this may be a snoozing-induced loss. You don't say what sort of a meeting this was, but if it was in executive session, the offending words may still be protected by the secrecy of executive session. If it was a membership meeting, this would not be an issue. Otherwise, whoever spread the news should be reminded of this rule.
  16. Is something wrong with the Quote function?
  17. That would account for the odd phrasing of bylaws referring to the bylaws as if they were elsewhere.
  18. It's odd that the bylaws appear not to know whether or not they provide for any other method.
  19. The number of members that constitutes a quorum must only be present. Whether they vote or not makes no difference, as long as they are in the meeting room. As long as a quorum is present, business may be conducted. And if there is a vote, and two members vote in favor and everyone else abstains from voting, then the motion passes, no matter how may are present--again, just as long as there is a quorum. In fact one could say that it passed unanimously, since there were no dissenting votes. Abstentions are not votes, and should neither be called for nor counted, as they are simply an act of non-voting, and have no effect on the outcome of either of the standard votes described in RONR, i.e., a majority, or a two-thirds vote.
  20. The advice in RONR only concerns voting. How much the member decides to participate will depend on the best judgment of the parties involved, unless you have your own rules that apply. The same applies to deciding on particular cases such as the one you mention. The devil is in the details, and all I can advise is use your best judgment, based on the specific facts.
  21. This is what happens when people put in fancy sounding language without understanding the consequences. There is no answer to your question, because the rule makes no sense. The only thing that makes logical sense is that if a motion is proposed, and does not pass, then it does not go into effect, and the status quo remains. If the choice is between violating the rule or violating logic, it's time to amend the rules. The motion to Reconsider is well defined in RONR, and it does not apply to "any action". Again, if your rules are unworkable you should repeal them and instead use the rules in RONR, which work well. They are your rules. I don't know how they're supposed to work.
  22. In the usual case, multiple ballot votes would use multiple ballots, but if there were some reason that this was felt to be cumbersome, I think the rule would be suspendible by a two-thirds vote. If it was to be the common way of doing things, a Special Rule of Order could accomplish this. But there's nothing in RONR that requires, or even suggests, that votes taken in executive session must be by ballot. In my experience that would be rare. But if these ballots are being taken during two separate executive sessions, I don't think trying to use one ballot makes sense. In theory, a motion could be made during the first executive session, and voted on by ballot, but the vote not completed. What happens then if a second executive session is moved, but the motion fails? What has become of the vote that was never completed? In order to avoid potential chaos, I think it's necessary for the executive session to complete the votes on any questions put during that session before coming out. Again, I'm not seeing an advantage to routinely using ballots for all such votes.
  23. I'm shocked, shocked, to discover that a perfectly correct ruling of a presiding officer could be overturned on appeal.
  24. As a public body, your organization will very likely be subject to Sunshine Laws that will determine for what purposes the body may go into executive session (presumably what you call in camera), how the public is informed when this occurs, whether votes can be taken during such meeting segments, and if, when, and how minutes of these segments shall be made public. These regulations are often significantly more restrictive than the rules in RONR, and should be discussed with your body's legal counsel.
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