Richard Brown

Thank you. I came back right after I made my comment to edit it to add the part about abstaining on questions in which the member has a direct personal or pecuniary interest in the matter not in common with other members, but got distracted by something and never completed the edit. This is the closest RONR comes to talking about conflicts of interest. Here is what RONR (12th ed.) says about it in section 45:4: Abstaining from Voting on a Question of Direct Personal Interest. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances.

Not according to the rules in RONR (Robert's Rules of Order Newly Revised, 12th edition).

The way I read your description of what is happening, this proposed mail ballot is to be a vote of the MEMBERSHIP, not a vote of a Board. Is that correct? If so, what relevance is that statute to a vote by the MEMBERSHIP? It seems to me that is the question you should be asking your attorneys. I think some people, particularly the member who is objecting, may be ignoring the distinction. Edited to add: If you want to consult with someone who is both an attorney and parliamentarian, you might look into a referral from the American College of Parliamentary Lawyers https://parliamentarylawyers.org/ If you want to consult with a credentialed professional parliamentarian who can give you individualized personal advice, you might check with the National Association of Parliamentarians (NAP). They have a referral service. https://www.parliamentarians.org/ Here is a link to their referral service: https://www.parliamentarians.org/find-a-professional-registered-parliamentarian/

I'm still not convinced that the "Holiday Party" is actually a meeting at which business can be conducted, but I concede it likely is such. I think more information would be useful and it is ultimately a matter of bylaws interpretation. Guest Wayne, do the bylaws say anything else about the Holiday Party? Do they reference it anywhere else, such as providing that there shall be a Holiday Party in December? I just feel like something is missing here. It might well be that the "Holiday Party" serves as the annual meeting, but I am certainly not convinced of that at the moment. The quoted bylaw provisions say that if an election is contested, the ballots shall be counted at the party and the winner announced. So, I still have the question i asked earlier: When is the annual meeting? When do the elections take place? If the new officers take office in May, the elections would normally take place in March or April or even in May, but not in December. So, when do elections take place if one or more offices are contested? Note: I'm leaning toward the conclusion that the Holiday Party is in fact a meeting at which any business can be conducted, but I'm just not quite there yet.

I have been wondering the same thing and I’m anxious to see exactlywhat the bylaws say about this. I am puzzled by the bylaw provision apparently requiring that the officers be approved by acclamation at that event, especially considering the officers take office in May of each year, which is some five months after the Christmas party. I’m also wondering whether the bylaws refer specifically to this Christmas party and whether they refer to it as a meeting or as something else. Knowing exactly what the bylaws say about this event and about the approval by acclamation of the officers is important. That leads to this question: when are the elections held? It seems odd to hold a “meeting” for the approval by acclamation of the officers either seven months after they have taken office or five months before they take office. That is just plain odd.

In my opinion, the rule you referred to may be suspended.

It might be that elections, terms of office, initial officers, etc. are covered in the articles of incorporation

I would think you would want simply a motion to limit or to close debate. It does not need to be a motion to suspend the rules any more than such a motion to suspend the rules is needed when limiting debate pursuant to the speaking limits in RONR. The whole purpose of the motion to limit debate is to limit debate to something less than what the rules permit.

Yes, the "guest" may request that his letter be included in the minutes, but it is up to the board to decide whether to do so. Also, such a letter might more appropriately just be kept on file by the secretary. The minutes could state that a letter submitted by the guest regarding (topic) was placed on file. The minutes are normally a record of what was done, not what was said, at a meeting.

@Jean Hamiltonagreeing with my colleagues, if RONR is your parliamentary, authority, the reading and approval of the minutes should be the first item of business conducted after the meeting is called to order and any opening ceremonies, if any, are conducted. It should not wait for “new business“ but should be the first item of business taken up at each meeting. The attorney seems to be saying he and/or the board are relying on RONR to say draft minutes are not official minutes, but yet if they are not properly and regularly approving the minutes at each meeting, they are violating RONR because they should be approving the minutes of each meeting at the next meeting. Have you discussed this situation with your president or with the secretary or with any board members? If not, I would suggest you do so. If yes, what have their responses been? Also, do you ever attend the board meetings? What happens when they get to what should be the first item of business, the approval of the minutes?

@Jean Hamiltonwhat EXACTLY do your bylaws or other rules say about the minutes and about them being made available to members? Please quote the provisions exactly without paraphrasing. Provisions regarding the preparation and/or approval of the minutes and provisions dealing with the minutes being available to members might be in different parts of your rules. I am interested in both. I suspect the answers to your questions may be found in your bylaws rather than RONR. Second, even though we do not give legal advice on this forum, since you are aware of a state law on this subject please quote the provision of that state law regarding homeowner association minutes. Give us this citation, too, please.

@Guest Anon: I made reference in my comment above to the "Principles of Interpretation" of bylaws (and other rules) in section 56:68 of RONR (12th ed.) which might be helpful to you. I don't know if you have a copy of RONR, so I am going to quote here the three provisions I referred to with the hope that you might find this information helpful. The paperback version of the 12th edition is only about $15 and the Kindle version is about $22 on Amazon. I think you may find it useful to purchase a copy. In the meantime, here is the text of 56:68 (1), (2) and (3). There are an additional five subsections that I am not quoting because they are not particularly relevant to this situation: Some Principles of Interpretation 56: 68 In preparing bylaws and interpreting them, the following principles of interpretation— which have equal application to other rules and documents adopted by an organization— may be of assistance. 1) Each society decides for itself the meaning of its bylaws. When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation. If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws. The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined. Again, intent plays no role unless the meaning is unclear or uncertain, but where an ambiguity exists, a majority vote is all that is required to decide the question. The ambiguous or doubtful expression should be amended as soon as practicable. 2) When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning. For example, assume the bylaws define the officers as “a president, a vice-president, a secretary, a treasurer, and five other members, all of whom shall serve as members of the Board…” Assume also that elsewhere the bylaws speak of “Directors” being board members. A suggestion that the “Directors” are not officers and are additional members of the board would create a conflict within the bylaws and cannot be taken as the true meaning. The “other members” are the same as the “Directors.” 3) A general statement or rule is always of less authority than a specific statement or rule and yields to it. It is not practical to state a rule in its full detail every time it is referred to. General statements of rules are seldom strictly correct in every possible application. The specific statement of the rule that gives the details applying to the particular case must always be examined. For instance: in the Sample Bylaws, Article III, Section 2 (56: 61), it is provided that any “adult resident” shall, by a two-thirds vote, be elected to membership. This is a general statement which yields to the proviso stated in Section 1 of the same article that restricts membership to two hundred. Thus, the Society is not empowered to elect a two-hundred-and-first member by a two-thirds vote. No one has a right to quote a general statement as of authority against a specific statement.

I have a bit of a different take on this. It appears that the bylaws contain conflicting provisions and are therefore ambiguous and must be interpreted. One provision says that executive sessions of the board for sensitive matters are permitted. Another provision says that minutes of board meetings are to be made available to all members of the society. Those sections appear to conflict because, by definition, executive sessions are held in secret and, with certain exceptions, non-board members are not entitled to know what was said or done in an executive session. To require that non-board members have access to the minutes of executive sessions defeats the whole purpose of executive sessions. I agree with Guest Zev on that point. When the bylaws are ambiguous or contain conflicting provisions, it is up to the society itself to interpret them. Using the principles of interpretation in section 56:68 of RONR (12th ed.), particularly subsections (or bullet points) (1), (2) and (3), it seems to me that the two provisions appear to conflict and must be construed, if possible, in harmony with each other and to give effect to both conflicting provisions if possible. In addition, subsection (3) is clear that if a general provision and a specific provision conflict, the general statement or provision yields to the specific provision. In my opinion, the provision stating that "Approved meeting minutes are maintained at the office of record and available electronically to Association members" is the more general provision and must yield to the specific provision that permits the board to hold secret executive sessions to consider sensitive matters. I think the minutes of an executive session are an exception to the provision that the minutes of board meetings are available to members. To say otherwise renders the provision permitting executive sessions for consideration of sensitive matters meaningless because it would permit disclosure of the proceedings. But, to construe the two provisions as requiring minutes of all meetings except executive sessions gives effect to both provisions and permits them to be read in harmony. In my opinion, that is the correct interpretation. However, regardless of whether it is the correct interpretation or the one the society would agree with or one my colleagues agree with, I submit that it is certainly a reasonable interpretation of the conflicting provisions. Ultimately, the issue can be resolved by a point of order and/or a ruling of the chair that executive session minutes are confidential. The chair's ruling, of course, is subject to an appeal, in which case the membership would decide.

Well, perhaps it SHOULD be the debate that influences other members as to how to vote, but as a practical matter, I believe that HOW certain perceived "leaders" vote often has a great influence on how other members vote regardless of whether the perceived "leaders" spoke in debate.

I agree. I think an "out of scope" amendment would be out of order unless a majority of the membership (in this case the delegates who are registered as being in attendance) is present. Forty percent would satisfy the quorum requirement, but not the "majority of the membership" requirement for the consideration of an "out of scope" amendment.

In my opinion, provided a majority of the entire membership is present, a proposed "out of scope" amendment would be in order and would just require the typical majority vote for adoption. However, the adoption of the amendment as amended would require a two-thirds vote just as the original proposed amendment would.

I agree with Mr. Elsman and Mr. Merritt that in the situation you described the proposed bylaw amendment can be adopted by a two-thirds vote (a vote of two-thirds of those members present and voting). However, a proposed amendment to the original proposed amendment that exceeds the scope of notice of the original proposed amendment cannot be adopted at all unless a majority of the membership is present. I wonder if perhaps that is the question you actually want answered. I disagree with that interpretation.

No, to do something like that would have to be in the bylaws as the right to vote is a fundamental right of membership. Edited to add: See, for example, 45:2 of RONR (12th ed.). "It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one -- and only one -- vote on a question". 45:1 makes a similar statement and provides that a limitation on the right to vote must be in the bylaws.

As Dr. Kapur said, you can put just about anything you want to in your bylaws They supersede RONR, the fundamental principles of parliamentary law and just about everything else except, maybe, statutory law.

I’m concerned that this organization might not be an “independent freestanding organization that calls itself a board” but that it is instead a part of the city government structure much like a zoning board. If that is the case, it seems appropriate that it does not have bylaws, but instead has rules of order or rules of procedure. Guest Bylaws, what exactly is the nature of this “Board“ and what does it do – what does it have authority over, if anything? It’s a part of the city government? Or is it truly an independent organization which merely makes recommendations to the city? Edited to add: BTW, it will be helpful. If you tell us how the members of this board become members of it. Are they appointed? If so, by whom, or what entity?

If it is the regular presiding officer, a motion to declare the chair vacant is not in order. However, using the procedure described in 62:12 RONR (12th Ed.), a motion, to suspend the rules and remove the chair from presiding during all or part of a session is in order. here is the text of 62:12: “62:12 If the chair is not an appointed or elected chairman pro tem, a motion to declare the chair vacant is not in order. However, a motion can be made to Suspend the Rules so as to take away from him the authority to preside during all or part of a given session.5 When such a motion is made and seconded, after stating the motion he must turn the chair over to another following the procedure described in 43:29, and the remedy for refusal or failure to do so is that the motion may be put to a vote by its maker.”

No. Just leave it alone and start a new thread.

@theg333 Please post your question in a new thread by starting a new topic.

I agree with Mr. Katz. The provision at issue is not at all clear that it grants exclusive authority to the board in this area. In my own opinion, the provision is rather clear that it does NOT constitute an exclusive grant of authority or power. Ultimately, it is up to the membership to interpret the bylaws and resolve ambiguities.

As Mr. Martin said in his initial response, the best way is to have the bylaws actually say that the board has the "sole" or "exclusive" authority or control over the affairs of the society (or of whatever specific items the bylaws mention). Otherwise, using the generally accepted principles of interpretation and the fact that in a non-profit membership corporation or organization, the powers of the board are inferior to the powers of the membership unless the bylaws specify otherwise, a provision granting the board certain powers will generally be interpreted as NOT being an exclusive grant of authority. See, for example, sections 49:5 - 49:7 and 56:39 - 56:43 of RONR (12th ed.), paying particular attention to 56:41-56:43, noting that the power granted to the board in 56:43 is the power to act between meetings of the membership and therefore still subordinate to the powers of the membership. I note that the bylaws of your organization say specifically that the board is "subject to the direction of [the organization]". That indicates to me that the powers granted to the board are pretty clearly not exclusive and that the membership can tell the board what to do and how to do it and can also countermand (rescind) actions of the board. You might also see Official Interpretations 2006-13 (and 2006-12) on the main website here: https://robertsrules.com/official-interpretations/ You will have to scroll down to Nos 12 and 13 and you will also have to click on the little "down arrow" in the upper right corner of each question to see the answer. Finally, for any who question whether your bylaws grant the board the exclusive authority generally or over the particular area at issue, you might use the search feature to search the forum. This question arises frequently. As a suggestion, you might start your search with the key words board exclusive authority (or power) and have the search engine search for threads that contain ALL of the search terms rather than "any" of them. You have to click that option.