Rev Ed

Or to put it another way, if the group does not want to do something then it is more concise to defeat a motion to take that action. For example, if th group does not want to send out jellybeans to every house in the neighbourhood, then the group should make a motion "To send jellybeans to every house in the neighbourhood', and immediately vote to defeat the motion.

If you have his e-mail address try e-mailing him with the subject written as follows: "IMPORTANT: Next Meeting of the _________ (enter name of organization)" and then in the body of the e-mail include the following statement in capital letters: "PLEASE RESPOND TO THIS E-MAIL WITHIN 48 HOURS TO CONFIRM YOUR ATTENDANCE." If no response is forthcoming, then I would doubt he will attend the meeting. However, to be safe, draw up a draft set of Minutes yourself based on what you remember from the meeting (as the Chairman you should hopefully have some notes yourself.) Then ask others for their input and then present a hard copy at the next meeting for approval. Better to have some sort of official Minutes then none at all. If the Secretary shows up with a draft copy of Minutes, good. At least everyone else has learned the value of keeping their own notes just in case. I do, even when not the Secretary. It makes sure I remember what is going on. And how do I know someone else's draft Minutes are accurate if I don't remember what happened at the meeting?

Well, we don't know what the By-laws say exactly, now do we? Maybe the media outlet is what is required. I personally doubt it - I would imagine that the members must be notified directly. But I don't know that and as others keep reminding me, I cannot make assumptions.

I agree with jstackpo's suggestion. There is no way the Chairman is going to know, in advance, which way a speaker will go (for or against a motion), prior to the member speaking. But no one may be against a motion (there is absolutely nothing wrong with a unanimous decision) or members may not have an opinion (they are free to abstain from voting as well). Or members who have spoken in favour of a motion have convinced others to support a motion. Or even if I am against a motion, if enough members are in favour it may not be worth the energy to prolong the decision by speaking out against the motion.

As RONR states, only what was decided needs to go into the Minutes. However, I am aware of some organizations that will put in a statement regarding why something was done. For example, 'On a motion by Joe Smith, the Board decided to replace the roof of the clubhouse. The roof was last replaced 15 years ago, and water had begun to leak through the roof during heavy rain." Required, no. But up to the organization to decide.

I'd suggest reading the By-laws. What do the By-laws require for notice. If you need to contact members directly, then the membership list is a requirement.

Ok, I'll add the question of why do you want to collect proxies for? Some more details would be appreciated. Although the first thing to tell us is if proxies are allowed. As Richard stated, if there is nothing that allows for proxies (statute or By-law provision) then proxies are null and void.

The By-laws of you HOA would supercede anything found in RONR. Thus, if there is a provision in the By-laws about the removal of officers, that is what you have to follow.

I would like to add my two cents here: wouldn't we need to know what the previous notice was about and then review the By-laws? For example, if previous notice is an intent to move an amendment to the By-laws, and the By-law about amendments reads something along the line of "Notice of any amendments to the By-laws must be made at the previous regular meeting" then the special meeting would not be acceptable. Or what if the By-law read that "Notice must be given at least one month in advance." I think we could use a little more information. Someone please tell me that I am wrong about this.

No it is not. The resignation could be refused outright, or a motion could be made and passed to "Postpone the resignation until the next regular meeting" in order to allow a decision on the disciplinary action. Of course, if two different groups are involved (i.e. 'if' the Board can accept resignations vs. the general membership dealing with the disciplinary actions) then it might complicate things.

The Board should read the By-laws for any disciplinary actions it may be allowed to do. Otherwise, read Chapter XX of RONR to deal with disciplining the Board member if the Board feels this is appropriate.

Basically, with the exception of an election, a tie vote defeats a motion. Thus, the motion is defeated. It can then be brought up at every subsequent meeting. In the case of an election, a tie vote is an incomplete election, and more rounds of voting is required until a member gets a majority of votes cast. The only other option when a tie vote would not defeat a motion would be an appeal of the Chairman's decision. But then it would simply cause the Chairman's decision to be upheld. There may be other issues where a tie vote is not the same as defeating the motion, but I will leave that up to more learned members to advise on those issues.

It all depends on what the By-laws state about Committees (if anything.) Failing that, check for any motions that created the Committees I doubt the President can simply get rid of the Committees unless the By-laws state something along the lines of "The President may choose to have Committees." Now if the By-laws (or an applicable motion) calls for the President to "appoint members to Committees" then the Board could pass a motion ordering the President to fill the Committees. Failing that the Board could read Chapter XX of RONR (or the By-law regarding discipline if one exists) to see about disciplining the President. I suppose the general membership (i.e. the owners in this situation), if they meet more than once a year, could also do what I have suggested the Board do. However, based on my experience with condominiums, the Board and not the owners, will hold most (if not all) the power between owners' meetings, which may only occur once or twice a year.

I concur with Richard, but add that in my experiences with proxies, the proxy would count towards quorum in order to count as a vote. For example, how do you have 11 total votes if only 10 members are present? But I agree that the By-law, or applicable statute, should make that clear. And if there is any question about a By-law, the organization must decide for itself what the By-law means.

Gary, I am sorry if I over-reacted. At times it gets annoying to be told off, even gently, when I was only trying to help. Maybe I should remember to add the "Based on what you have told us ..." or lines to that effect if a lot of detail is not provided, but I normally assume that people know something or else they would provide more information. For example, I have a basic understanding of RONR (I admit I am still learning, and do not claim to know everything), so when I have asked a question, it's that issue I need to know about - and if it's about an organization, I do know the By-laws. I guess I expect to think the same way, if they need to know more information then they would say such.

Also, by putting what everyone said into the Minutes could cause more problems. For example, if the Secretary misunderstands what someone says. Plus, it takes more work to add that into the Minutes, and unless the Secretary, or whoever takes the Minutes, is being paid it is far too much work for a volunteer to be expected to do. I have seen some organizations adopt a standing rule requiring the Minutes to include the reason why a motion was adopted. For example, if a motion is adopted to paint the clubhouse, the Minutes could include a statement like this: "The clubhouse will be painted as it has not been done for 10 years."

Normally, I'd argue that the By-laws should contain the additional duties if for no other reason than the fact that the By-laws may be harder to change. However, based on what the posts from the questioner would suggest, the By-laws of the organization may allow for standing rules to be used. At least that would be my position if asked.

It all depends on the specific wording in the By-laws allowing for e-mail voting. There could be a requirement that a certain number of members have to vote, or they only have a certain number of days to respond. Of course, there is an argument that the resignation should not be acted on (either for or against) until after a decision on the original motion is dealt with. The resignation, if accepted prior to the other vote being finalized, would make the vote unnecessary. But this is all up to the organization to decide, not for anyone on this forum.

I thought this was discussed on this forum at some point and that was the conclusion. Of course, I am willing to be told that the appropriate group (the Board, the general membership, the President of the organization, or whoever based on the By-laws) has to specifically act on the resignation and that any number of meetings do not matter.

Yes, but if someone asks a question, and makes no comment on whether or not they know anything about parliamentary procedure, that it is simply not a question on a specific issue. Yes, it's easy to ask or say "Based on what you have said, my response is as follows ...", but why should I always do that. Sometimes people just want an answer to a question. Well, then why do others seem to have the need to consistently take a strip off my back for trying to help? Instead of attacking me, why not simply answer the question asked by the original post? This has occurred once to many times on this forum, and I am starting to take it personally. Others do not seem to get treated the same way.

1) The original poster talked about an upcoming Board meeting. Not a general membership meeting. 2) Why do you assume that the general membership meets frequently? The Board is ultimately responsible to the general membership. But yes, within any limits found in the By-laws of a particular organization, the Board will make decisions, on an ongoing basis, on behalf of the organization. Even if it is only to decide that the organization purchases toilet paper for the clubhouse washrooms. That is still a decision made on behalf of the organization and is made by the Board. Also, there is no mention in the original post that mentions the general membership having anything to do with handling resignations. How am I supposed to answer the question other than based on the information provided? I guess I am supposed to assume that the original poster does not know anything about how the organization operates!

If I recall correctly, if the Board does not act on the resignation at the first Board meeting following the tendering of the resignation, then it can be assumed that the resignation has been accepted. Of course, the easiest way to deal with this is not to show up at the meeting if you do not want to deal with people pressuring you to remain on the Board.

It is rare that notice would be denied. There are a couple occasions, for example if another motion is being discussed or if any another member has the floor. So, I suspect, as others have noted, that the decision of the Chairman was incorrect. However, when appealed, the proper question for the members would be "Do you accept the decision of the Chairman?" If necessary, members should have it made clear that a Yes vote means that they believe the Chairman made the right decision and a No vote means that the members think the Chairman made a bad decision.

And this issue raises the reason why organization's need to define their own rules regarding Conflicts of Interest and what occurs during the situation. RONR will not stop them from being involved. But as this involves a legal issue (salary for an employee), you may want to discuss the issue with a lawyer.

While it is up to the organization to ultimately decide upon interpretation of the By-laws, at the same time it seems clear to me that the Board must propose amendments. The only way around this would be for the membership to request the Board propose a change to allow for members to offer amendments. If the Board refuses to do so, the membership could either 1) vote for new Board members at the next election, or 2) remove the Board members and replace them with directors who will do what the members want.