Richard Brown

Pursuant to the rules in RONR, you should have been permitted to speak on the nomination. However, it is too late now to do anything about that. A timely point of order by a member would have been required at the time of the breach or the breach of the rules is deemed waived. there are only a few breaches of the rules that constitute a "continuing breach" such that an immediate point of order is not required and can instead be made after the fact. This is not one of those exceptions.

Agreeing with my colleagues, this also depends in part on your own bylaws and any applicable rules of order governing the way your elections are conducted. Any such rules would supersede the provisions of RONR.

I'm not sure that is entirely correct and RONR is not as clear on the subject as it should be. Section 46:17 (RONR 12th ed.) does provide that " . . . if one of the nominees withdraws before the election, the committee is revived and should meet immediately to agree upon another nomination if there is time". That clearly suggests that a "nominee" may withdraw his name from nomination. It also strongly suggests that the re-convening of the committee to make another selection is something that would happen prior to the election, not in the middle of it. So, if a nominee can withdraw prior to the election, why can he not decline the nomination at the time it is made? Regardless, even if we assume that a nominee cannot "decline" a nomination, it is probably a nearly universal custom that if a person who has been nominated states that he "declines" the nomination, as a practical matter he is considered not to be a candidate and his name is not placed on the ballot if it has not already been printed. I do agree that someone who has either "declined" a nomination or asked to have his name withdrawn still remains eligible for election and may be elected by virtue of write-in ballots. If that happens, and the person elected still does not want to serve, he must immediately decline to serve if he is present when elected. If he is not present, he must decline the position as soon as he is informed that he has been elected. RONR 46:46 (12th ed.).

There is certainly no rule to that effect in RONR. I concur with the response by Mr. Katz. Unless you have a bylaw to the contrary, the president still holds the position of president unless he has submitted a resignation which has been accepted. That is not the same thing as a leave of absence. BTW, the concept of taking a “leave of absence“ is not even mentioned in RONR.

Agreeing with Mr. Katz, there is no such rule in RONR. Any rule such as that which you described must be contained in your own bylaws, special rules of order, or other governing documents.

The rationale is that the current president should not be in a position where he can select, or even have a significant role in the selection of his successor. The nominating committee is supposed to be impartial and unbiased and search for the best candidates, rather than candidates that might be inclined to Follow the policies of the current or outgoing president Edited to add: not having the president appoint the nominating committee also serves to prevent the president from “stacking“ the nominating committee with his cronies, so they will nominate his buddies or nominate him for another term.

Agreeing with Mr. Katz, please quote for us exactly what your bylaws say about the notice required for special meetings. If there is a provision regarding motions for this type of financial transaction, please include that as well.

I agree with Dr. Kapur's response. I'm not convinced that there is an actual conflict.

Are both references to "so and so" to the same person or entity? Or is each "so and so" a different person or entity?

Well, the system shows that he edited his post five minutes after first making it, so . . . . Edited to add: Some of us do as the forum requests and state the nature of our edit and some of us don't . . . .

If I understand your statement of facts and your question correctly, the normal way of resolving the conflict is as follows: a member would make a motion to "do such and such". Another member would raise a point of order that the proposed motion conflicts with the bylaws (preferably with a specific bylaw provision). The chair will rule on whether the motion is in order or conflicts with the bylaws. The assembly can accept the chair's ruling or two members can appeal from it (one to appeal and another to second the appeal). If the chair's ruling is appealed to the assembly, It will require a majority vote to overturn the ruling of the chair. The chair's ruling is sustained by a tie vote. As an alternative, rather than the chair making a ruling, the chair can do as Mr. Katz mentioned and "punt" the question to the assembly which will decide by majority vote whether the proposed motion is in order.

I would point out first that the OP asked us not to suggest amending the bylaws. I will also point out that the OP is not discussing a conflict between a current bylaw provision and a proposed amendment, but rather two existing bylaw provisions that seem to conflict with each other. No amendment is at issue. Interpretation of the existing bylaws is the issue. I believe I am reading the OP's post the same way that Mr. Katz is.

Earlier editions of Robert’s Rules of order do not use section and paragraph numbers like the 12th edition dies. That’s New in the 12th edition. Prior editions of RONR were cited by page number and line number. however, prior additions of RONR, do use essentially the same section numbers, just not paragraph numbers. So if something is in section 56:50 of the 12th edition, it will almost certainly be somewhere in section 56 of the 11th edition and even prior editions

That will depend on your bylaws, what position(s) this member holds, how he comes to hold that position, and the exact wording of his letter of resignation. For example, if the person is a member of the board, how did he become a board member? Was he elected directly to the board or was he elected to an office, such as treasurer, and the bylaws make the treasurer a member of the board? We really need more information in order to answer your question.

Good point. I agree that pursuant to the rules in RONR the member is probably not considered “a member“ during the period of his suspension If he is actually under suspension and prohibited from exercising the rights of membership in this case, a bit of confusion was introduced because the OP says that the member has been granted an “excused absence“ from attending meetings. That would indicate he is not under suspension, but has simply been excused from attending meetings. But if the member is indeed under suspension and prohibited from attending or participating in meetings, I would agree that during the period of his suspension he is not considered a member pursuant to 1:4 of RONR (12 th Ed.) and would not be considered a member for quorum purposes, causing the membership of the board to be reduced to 23 and the quorum to 12.

No, the quorum is not reduced during the period of this member’s suspension or absence unless your own rules or controlling state law specify to the contrary. If the rules in RONR are controlling, this member is still a member of the board. Therefore, the quorum remains at 13.

@UnquoteWistThey are your bylaws, but as Mr. Lages pointed out, it sure seems strange that if a voice vote on a motion that requires a majority vote for passage is inconclusive and a ballot vote is then taken it requires a two-thirds vote for the same motion to pass. Requiring a two-thirds vote to adopt bylaw amendments is quite common and is the rule in RONR if the bylaws are silent. It is pretty much the norm.

Yes. Edited to add: More precisely, it means the current TERM ends 12/31/23. However, you have a term limit of three consecutive terms. With this term counting as one term, this officer could be re-elected for two more terms in this position.

Dr. Kapur posted his response as I was typing mine. I agree with his response. Based on the posted excerpt from the bylaws, It seems clear that the bylaw amendment shortening the terms to one year became effective immediately and that no provision was made to exempt the current officers or board members. Therefore, I agree with Mr. Martin that it appears the term that the newly elected officer is filling is now for one year and will expire on December 31, 2023 (assuming that is when the terms of office expire). I note as an aside that your bylaws include a provision for a vote of no confidence. The quoted provision does not state whether the adoption of a vote of no confidence as to an officer results in his removal or if it is merely an expression of dissatisfaction. RONR does not directly mention a vote of no confidence, but the consensus of the authorship team, based on the answer to FAQ # 7 on the main website, is that a vote of no confidence does not result in removal from office unless the bylaws provide otherwise. Here is a copy and paste of FAQ #7 from the main website: The term “vote of no confidence” is not used or defined anywhere in RONR, and there is no mention of any motion for such a vote. However, this does not mean that an assembly cannot adopt a motion, if it wishes, expressing either its confidence or lack of confidence in any of its officers or subordinate boards or committees. Any such motion would simply be a main motion, and would have no effect other than to express the assembly’s views concerning the matter. A vote of “no confidence” does not—as it would in the British Parliament—remove an officer from office.

I agree with my colleagues but would suggest that the proper starting point for figuring out what can be done is to carefully review the respective powers of the membership, the board of trustees, and the executive committee as set out in the bylaws and/or the constitution. If this organization is incorporated, it might also be wise to review governing state laws respecting the relative powers of the membership, the board, and the executive committee. It is also important to know whether RONR (or any version of Robert's Rules of Order) has been officially adopted as the parliamentary authority. Generally, and per the rules in RONR, unless the bylaws specify otherwise, the membership can countermand decisions of the board of directors (or board of trustees) and the board can often countermand decisions of the executive committee. The governing documents must be studied carefully to determine which group can do what. It will also be important to note whether the executive committee is empowered to act only between meetings of the board. These details are important. If the rules in RONR are controlling, the board can likely issue directives to the executive committee and can also countermand (rescind) decisions of the executive committee. See RONR (12th ed.) 56:30 - 56:41. See also Official Interpretations 2005-13 and 2006-12 here: https://robertsrules.com/official-interpretations/#interpretations In your particular case, I think it might be wise to consult with an experienced or professional parliamentarian who can review all of your governing documents and provide individualized advice. The National Association of Parliamentarians and the American Institute of Parliamentarians both provide a referral service.

Unless there is evidence that the change in terms from a two-year term to a one-year term was NOT to apply to the chief elected in May, 2023, I agree with Mr. Martin that since bylaw amendments become effective immediately upon adoption, the term of the current chief elected in May is indeed one year, rather than two years, and that his term will expire on 12/31.2023. The best evidence that the change does not apply to the current chief would be a proviso adopted at the same time as the amendment, with the proviso stating that the provision applies only to chiefs elected after the date of the amendment.

I actually agree with you. When i started my answer I thought the OP was a member of the body that was meeting. Once I realized he was not, I changed the way I was answering but failed to go back and correct that part. Nonetheless, it has been my experience that when HOA members are granted the right to address the board at board meetings, they are usually permitted to make their remarks without interruption. The same procedure is usually followed at city council meetings: a member of the public is generally permitted to make his comments without interruption unless he breaches decorum. It is important for the OP to check the HOA's governing documents, state law, and the HOA's own rules to determine just what rights and limitations he has when addressing the board.

No. In the absence of a quorum, no official action can be taken, with four exceptions. In the absence of a quorum, the assembly may take the following actions: 1. Adjourn 2. Recess 3. Take action to obtain a quorum (such as calling absent members) 4. Fix the time to which to adjourn (Set an adjourned meeting). Edited to add: The members who are present may hang around and informally discuss anything they want to, including organization business, but it is informal discussion only and no votes or official action can be taken. It would be no different than a group of members happening to wind up at the corner bar or coffee shop to shoot the breeze and talk about the club.

I agree. Special rules of order should be adopted regulating comments by guests (non-board members). Even though a speaker might be a member of the HOA, if he is not also a member of the board, he is technically a guest. Your governing documents might already have something to say about HOA members addressing the board at board meetings.

Yes. The member who "has the floor" and is speaking at the podium does in fact have the floor and is entitled to finish his or her remarks without interruption unless he or she is committing some breach of the rules or decorum. Someone should raise a point of order that it is inappropriate to interrupt the speaker. That could and likely should be the presiding officer. It can also be the member who has the floor. Ultimately, it is up to the presiding officer (the chair) to maintain decorum and enforce the rules of decorum and debate. Yes to both questions. The member doing the interrupting, regardless of whether he is an officer, can be censured and also subjected to other discipline. See Chapter XX on Disciplinary Procedures in RONR for more information. Such a person can also be removed from the meeting by a vote of the body which is holding the meeting. In this case, I assume that is your board. The chair alone can have a non-member removed, but a member of the board can be removed only by a vote of the board (or the body that is meeting). All of this is covered in the 26 pages of Chapter XX. Yes. Well, he can REQUEST additional time, but it up to the assembly (or the chair if there is no objection) to actually grant the additional time.