Richard Brown

On 7/11/2024 at 4:35 PM, Joshua Katz said:

Well, I was familiar with that organization many years ago. I have no idea what they do now, except that it is very different. 

They have at least three committees that have a heavy workload and keep very detailed minutes.

It might be true that RONR does not require that committees keep formal minutes and that most committees don’t keep formal minutes.  However, as Mr. Katz stated, some committees do keep detailed minutes. Mr. Katz and I are both aware of at least one organization which has a couple of committees with a heavy workload that keep very detailed minutes with the minutes being corrected and approved at each meeting. I know of several such organizations.  

To reinforce the statement immediately above by Mr. katz and that I made in my first post, the board should not be approving financial reports, period.   You approve audit reports, but not the financial reports of the treasurer or whoever the financial officer is.  He presents his report just like other officers and the board takes no action on it other than for the chair to "Thank you for your report.  It will be placed on file.  The next item of business is . . . .".

Agreeing with Mr. Katz, there can be numerous reasons for "doing it that way".  In addition to the possibilities that Mr. katz mentioned, it may be that the bylaws can be amended only in certain years.  That is a rather common provision, especially with political parties that don't want to spend time on bylaw amendments at their conventions in election years.  It's also possible that the OP knows that the amendment is popular with the membership and will most likely be adopted.

On 7/11/2024 at 2:43 PM, Joshua Katz said:

Is that so in this circumstance? If so, why? It seems to me that the justification is that we know members of the body want it considered, since they recommended it. But that's not true here.

That's a good point.  RONR is quite clear that a motion originating from a committee of more than one person does not normally require a second, but if the reporting member (or perhaps any of the committee members) is not a member "of the assembly", the motion would have to be made  (and seconded) by a member of the assembly per 51:12 of RONR (12th ed.).   It is a bit of an unusual circumstance when none of the committee members are members of the assembly.

On 7/11/2024 at 3:03 PM, Rob Elsman said:

This committee needs to make its report to its immediately superior body.

The committee reports to whichever body it is supposed to report to. We actually don't know which body is the superior body to this committee.  It might well be the board.  It is also not required that committee members be members of the body which created the committee or which the committee reports to.  In my original answer, i stated that I am assuming that this committee is supposed to report to the board and I asked the OP to correct me if that is not the case.  However, we have not heard from him since his original post.  i agree that if this committee is not supposed to report to the board, this changes things.

On 7/11/2024 at 3:23 PM, Guest Dee said:

Is this procedure acceptable?

Assuming the proposed change to the bylaws has properly been noticed to the membership, yes, I believe you may do that since bylaw amendments take place immediately upon adoption.  I'm not aware of any provision in RONR which would prohibit it.

I'm not at all sure what the situation is.  A motion may be postponed until a specific event, so a postponement until the day of the hearing would likely be in order as long as it occurs before the next regularly scheduled meeting and as long as that occurs within a quarterly time interval.  It could also be postponed to the date of the hearing under the same terms.  It sounds like maybe that is what was done, rather than postponing it "until the hearing".  It sounds to me like you postponed it to "a date certain".

However, it is too late to reconsider the motion to postpone. 

It is possible to move the date up to consider it prior to the date for which it was postponed, but as a practical matter that presents challenges and any such motion to move it up would probably require a two-thirds vote and would have to take place at a meeting. That would not be an actual "reconsideration", but would most likely be a motion to suspend the rules and change the date the postponed motion is to be heard.  I'm not sure that would be possible in your situation.

We really need more information order to properly help you.  This is all very confusing and hard for us parliamentarians to understand.  Perhaps it's because non-standard language is being used. 

Dr. Ellis, i’m not sure I understand your question. Am I correct in assuming that this committee has a report it wants to make to the board with a recommendation that the board adopt a motion from the committee? And do I further understand correctly that this committee was created by the board or that it reports to the board?

If so, the committee chair, if willing and available, makes the report to the board and moves the adoption of the recommended motion on behalf of the committee. If the chair cannot make the report any member of the committee may do so. The committee members do not need to be members of the board. 

As long as the committee is comprised of more than one person, a motion originating from a committee does not need to be seconded.

On 7/11/2024 at 10:42 AM, Guest Jane Bissler said:

Thank you Mr. Brown,

    Does this additional information change the fact that the membership doesn't have the right to vote?

Sorry if I'm being dense here. 

See the edit that I just made to my last post. It contains additional information.  I really think you need someone who can review all of your governing documents.

Guest Jane, this additional information helps. Now that you mentioned it, I remember the discussion about “the reconsideration of the motion to sell the house”! 

Edited to add:  you have a pretty complex situation. I really think your group should consider consulting with a professional parliamentarian and also possibly an attorney to advise you. You can obtain parliamentary referrals from the National Association of Parliamentarians (NAP) and from the American Institute of Parliamentarians (AIP). I suggest you get in touch with the president of the NAP state association for your state and also perhaps the president of any local unit that might be near you. Their names and contact information can be found on the NAP website or by calling the NAP office. Although NAP has a referral service, those people may also be able to make local recommendations.
 

On 7/11/2024 at 8:55 AM, Rob Elsman said:

I think we can all agree that the affiliation's election under Internal Revenue Code Section 501(c)(4) is not relevant to the answer of the question being asked.

I agree. 501(c)(4) organizations are generally classified, I believe, as social welfare organizations. That has no bearing on how the organization operates from a parliamentary standpoint.

On 7/11/2024 at 8:38 AM, Guest Jane Bissler said:

Does this help clear the issue or muddy it further? 

Without knowing more about the nature of this organization and what it does and how it functions, it’s really hard to answer your questions.

However, based on what little we have been told, it appears to me, and apparently to the others, but this is not, a membership based organization in the usual parliamentary sense of the word. It appears to me that you are governed by a board of directors which has sole and complete authority over the organization, whoever they are and that the board is not directly voted on by the members but that somehow three members are selected from each of the five groups or subgroups.

And that leads to a question: how are those three members selected by these five groups?  Does the  board itself select its own members?

How is your board of directors elected? By whom?

On 7/10/2024 at 3:28 PM, RGYoung said:

Section 3. MAJORITY OF MEMBERS. As used in these By-Laws, the term "Majority of Members" shall mean those Members holding fifty-one percent (51%) or more of the total value of the Property, in accordance with the percentages assigned in the Declaration, and any authorized amendments thereto.

On 7/10/2024 at 6:27 PM, Drake Savory said:

So according to your bylaws, holders of 50.5% of the value of the property is not a majority.  That right there should tell you something is wrong.  I would suggest you go back and rewrite your bylaws without trying to redefine "weighted vote" and "majority" in flowery, pseudo-legal language.

This type of weighted or percentage voting is not that unusual for organizations such as homeowner and property owner type associations. It is not unusual for votes to be assigned to units rather than ro members or owners. It is quite common for one unit or lot to have two votes. Therefore, if one person owns three units, that one person or member might have six votes. If a husband and wife jointly own a unit, they would, in essence, be able to exercise one vote each. The bylaws may or may not permit one member to cast a vote for the other member without a proxy.  It all depends on the bylaws and each association is likely different.

It is confusing, and these bylaws appear to be poorly written, but the voting method itself is not that unusual.

Your board should not be voting to accept or approve financial reports of the treasurer. The only thing in that regard that should be voted on is the audit of the treasurers report.  RONR (12th ed,) in section 48:24 says the following regarding financial reports: 

Action on the financial report. No action of acceptance by the assembly is required—or proper—on a financial report of the treasurer unless it is of sufficient importance, as an annual report, to be referred to auditors. In the latter case it is the auditors’ report which the assembly accepts. The treasurer’s financial report should therefore be prepared long enough in advance for the audit to be completed before the report is made at a meeting of the society.

@Gary Novosielski thanks for posting the text of the question and answer. It’s actually one of my favorite provisions in.Parliamentary Law. I think it is the only question number I have memorized!  I used to refer to it more frequently than I do now when posting on the forum. 

On 7/10/2024 at 5:09 PM, Rob Elsman said:

Special meetings do not have an order of business or agenda.

Well, they can, but they usually don’t. I have seen special meetings consisting of a dozen or so items to be taken up and an agenda has been used to put them in a particular order.

On 7/10/2024 at 2:38 PM, RGYoung said:

Article IV Section5 .VACANCIES. Vacancies ni the Board caused by reason other than the removal of a Member of the Board by a vote of the Association shall be filled by vote of the majority of the remaining Directors, even though they constitute less than a quorum;  . . . . 

On 7/10/2024 at 3:02 PM, Rob Elsman said:

Forgive me, but I cannot understand what this means,

I agree with Dr. Kapur. This is a fairly common bylaw provision for filling vacancies, especially on boards of directors. It means simply that if there are not enough remaining directors to constitute a quorum, the remaining directors may nonetheless fill vacancies. I presume it would require the vote of a majority of the remaining directors, but that might depend upon the exact wording of the provision.

On 7/10/2024 at 3:04 PM, Atul Kapur said:

I'm curious why no one has yet raised Question (and Answer) 107 from Parliamentary Law. It appears to directly apply to this situation. 

I thought about question 107 from Parliamentary Law when I read the original post, but decided not to mention it at that particular point.  The conversation took off in different directions and I just never brought it up. My initial reluctance was warning more information and also due to the fact that I get the impression one of our moderators doesn’t particularly like for us to rely on that question and answer from Parliamentary Law.  🤔 

On 7/9/2024 at 10:06 PM, Guest Amasai said:

One of the ministries is a school, the chairman resigned for being a member and chair, stating he cant work with one of the other members.

If that is what you are referring to, @Gary Novosielski, it is not clear whether the member resigned from the committee or from membership in the organization. I interpreted the statement to mean that he resigned from the committee.

I think we need more information on that point. 

Guest, Laura, agreeing with my colleagues, the answers to your questions will almost certainly be found within your own governing documents.  That could be your bylaws, constitution, articles of incorporation, etc. If you are part of a larger parent organization, then, as Dr. Kapur stated, it might depend upon what the rules of that parent organization say.

On 7/10/2024 at 12:23 PM, RGYoung said:

After the announcement of the two new board members, two other board members resign, leaving two open positions. Are those two positions now considered vacant and to be filled by the board or is there something in Robert's Rules of Order that covers that? 

Have the resignations been accepted?  What exactly do your bylaws say about resignations? Do they provide that resignations are effective upon receipt? If not, and if the rules in RONR are controlling, resignations must be accepted and the positions are not vacant until the resignations are accepted. A resignation may be withdrawn until it has been acted on by the assembly. 

As far as how to fill the vacancies once they actually exist, that will likely depend upon your bylaws. What do your bylaw say about filling vacancies?  How are they to be filled and who (what body)has the authority to fill them?
 

On 7/10/2024 at 12:23 PM, RGYoung said:

The two people who got the most votes were then elected to the board.

Did these two people who “got the most votes” also each have a majority of the Vote cast? If not, do your bylaws permit electing by plurality rather than majority vote?  We can help you more if you will quote for us the exact language of the bylaw provision which specifies the vote threshold for electing directors. Please don’t paraphrase it, but quote the provision verbatim.

You are correct that if a motion failed, there is nothing to rescind. As JJ stated, you may begin the removal process again.  

i’m curious, though, as to your voting threshold to remove a number. Exactly what do the bylaws say in that regard? Do they require a two-thirds Vote of the board, the vote of two thirds of the board members president, or the vote of two thirds of the entire board? All of those are different thresholds. Please quote the provision exactly — don’t paraphrase.