Richard Brown

The only way to permit one member yield time to another member in debate is to suspend the rules. A motion to suspend the rules requires a two thirds vote or unanimous consent.

Guest Dakota, I don't have time now for an extended answer, but I think I can safely say that what is concernnig us is the exclusion of certain board members from participating in the meeting. That is the issue we are concentrating on and is what we might need more information on. The basis of the dispute doesn't really concern us or is at best secondary. A board cannot normally prohibit certain of its members from participating in a meeting or a decision. We need to more about the circumstances surrounding the exclusion of these members. How it happened, what was said, what the official reason is for the exclusion, etc.

I don't understand this situation either. Guest Dakota, please elaborate.

Cindy, check back again after a while. I would like to add a comment about what you do when there is no quorum at the beginning of a meeting.

No. Unless you have a superior rule or state law to the contrary, once you lose a quorum you cannot conduct any substitutive business. These the only four things you can legitimately do in the absence of a quorum: 1. Adjourn 2. Recess, to wait for additional members to arrive or to contact absent members. 3. Take action to obtain a quorum, such as calling absent members. 4. Set an adjourned meeting, such as adopting a motion to meet again tomorrow night at the same time and place.

And I agree, too. I think that makes it unanimous!

From a legal standpoint, there might (or might not) be a legal remedy. From a parliamentary procedure standpoint, it is improper to disclose what was said in an executive session. We don't do legal here.

Yes. A quorum is necessary in order to conduct any business. In the absence of a quorum, only four things (motions) are in order: 1. A motion to adjourn. 2. A motion to "fix the time to which to adjourn", in other words, to set an adjourned meeting, such as, "to meet again tomorrow at the same time and place". 3. A motion to take a recess. The time in recess can be used to wait for others to arrive or to take steps to obtain a quorum, such as calling absent members (see No. 4 below). 4. Take steps to obtain a quorum as mentioned in No. 3 above. This will usually involve calling absent members. Those four actions are the only actions which may be validly taken in the absence of a quorum. If there is an emergency and a decision must be made immediately on something substantive despite the absence of a quorum, such as emergency roof or plumbing repairs, in order for the action (the decision) to be valid, the decision must be ratified by the society at a future meeting.

@star1441 One additional piece of information regarding the motion to take a vote by secret ballot: If made while no motion is pending, it is debatable (and amendable). However, if made while a question (motion) is pending, it is an incidental motion and is not debatable, but is amendable. So, if someone makes the motion before the assembly takes up the controversial motion and no other business is pending, it is debatable and amendable. If someone makes the motion while the controversial item of business is pending, it is an incidental motion and is not debatable but is amendable. About the only way it would normally be amended would be to change the method of taking the vote, such as an amendment to take the vote by roll call rather than by secret ballot. Such an amendment is in order regardless of when the motion is made. All of that is covered extensively in "The Right Book"... Robert's Rules of Order Newly Revised, 11th edition. Accept no substitute! It's 716 numbered pages.

Someone makes a motion to take the vote by secret ballot. Any member can make the motion. It requires a second and a majority vote for adoption (majority of those present and voting). No special fancy words are necessary, just something like, "I move that we take the vote on moving the clubhouse by secret ballot" or "I move that we take this vote by secret ballot".

I don't think I can add to Mr. Harrison's advice. The fact that this is a homeowner association bound by state laws regarding its meetings and agendas makes it more complicated. You really need to check with an attorney who can advise you on the proper agenda procedures per your state law. Your understanding of the way the preparation and adoption of an agenda should work per RONR is correct. When following the procedure in RONR, the agenda is adopted by a majority vote of the members present and voting. To amend the agenda after it has been adopted, under the rules in RONR, requires a two thirds vote (or unanimous consent).

Yes. That's called "renewing" a motion, but it is actually just making the same motion again at another session. It actually can be made again at meeting after meeting. Once it is adopted, though, it can be changed only by means of the motion to reconsider, which has limits on its use, and by the motion to amend or rescind something previously adopted... which also has special provisions.

I stand by my opinion that with the possible exception of an apology and paying restitution, additional "punishments" (other than censure, suspension, expulsion and removal from office) cannot be imposed unless authorized in the bylaws. I say that not just as a matter of imposing discipline, but because the society itself lacks the authority to impose any costs or conditions of continued membership other than those permitted in the bylaws. A society cannot, for example, require the payment of an assessment or a fine or some type of "community service" unless authorized in the bylaws. It cannot require the payment of a special fee for attending the annual meeting (or any other meeting) unless authorized in the bylaws. Similarly, I think it cannot require the performance of any jobs, duties, public service or punishments for continued membership unless authorized in the bylaws. I think the requirement that a member hold a banner or wear a "sandwich sign" and march up and down Main Street or perform eight hours of community service is not permitted for any reason... discipline or otherwise... unless permitted in the bylaws. It should make no difference if the marching with the sign is a condition of attending the annual meeting or in the form of punishment for having committed some "wrong" against the society. The society has no power to require anything from a member that is not authorized in the bylaws.

Yes, I agree. Thank you.

Amend your bylaws to put it back in, by following the procedure set out in the bylaws for amending them. Note: The only restriction in that regard which RONR suggests is that the bylaws should contain a provision that the president shall not appoint nor be a member of the nominating committee. RONR does not suggest any other such restrictions for other officers or for the president when it comes to other committees. Normally, the president is a member, ex officio, of all committees EXCEPT the nominating committee. Even though your bylaws do not currently contain any such restriction, you are certainly free to not appoint or elect current officers to committee positions!

Nothing in RONR prohibits it. Any such restriction would have to be in your own rules or superior state law.

I agree. I used that language specifically for the benefit of the original poster who might be thinking to himself, "Isn't that in the nature of a rule of order????". I wanted him to know, "Yes, it is, but it is one that may not be suspended". It's the sort of thing that makes newbies (and some of us who have been around a while) want to pull out whatever hair we have left. Edited to add: I suppose I should have used more explicit language.

I don't know that that is necessarily true. The bylaws provide for the position of "Past President", not "Immediate Past President". There is presumably a past president in that position now. Does the current president automatically replace the current past president? It seems to me any of the living past presidents may be chosen to serve in that capacity... but the bylaw provision we have been shown contains no provisions for how this "past president" position is filled. Perhaps they interpret it to be the immediate past president, but that is not what it says. I'm also concerned about the language which says the past president continues to serve for an additional year. Does that give him three years on the board as past president? Only one year past his term as president? It is not at all clear who fills that position, or for how long, or how the person is selected. Perhaps there is another bylaw provision which clarifies this.

What exactly do your bylaws say about a "past president" position? Please quote exactly, don't paraphrase. As I said in an earlier post, he can be permitted to attend and participate as a guest without the right to vote. The extent to which that might be permitted is up to the board as a whole. This person might become a past president or even the "immediate past president" the instant his resignation is accepted, but your organization does not have and cannot have such an official officer (or board) position for such a person unless it is expressly provided for in the bylaws. He might be a past president, but that is meaningless unless your organization has an officially created position of "past president" or "Immediate past president".

OK, thanks! In that case, he is on the board by virtue of being president. If he resigns as president, he automatically ceases to be a member of the board. A new board position cannot be created for him without authorization in the bylaws. He may, however, be permitted by the board to attend and to participate in board meetings as a guest, without the right to vote. If, as in some organizations, he had been elected by the membership to the board, and then the board elected him president from among its own members, he would be able to resign as president and stay on the board because he was (is) on the board by virtue of having been elected to the board by the membership.

Let's try this a different way. Was he elected president directly by the membership? Or was he elected by the membership to the board and then the board elected him president?

I think you've pretty much "got it", but perhaps a tiny bit of nitpicking is still in order, at least with reference to bylaws. In general bylaw provisions cannot be suspended, b,ut bylaws which are in the nature of rules of order may be suspended just like rules of order and special rules of order. Examples of common bylaw provisions which are actually in the nature of rules of order are provisions which state that "The President shall preside at all meetings of the society" and bylaw provisions setting out the order of business to be followed at meetings. Bylaw provisions which prescribe the manner of handling nominations and elections are frequently in the nature of rules of order and may be suspended. However, a provision in the bylaws that elections must be conducted by ballot, even though seemingly in the nature of a rule of order, cannot be suspended. Bylaw provisions which themselves provide that they may be suspended may, of course, be suspended. Qualifications for membership and for holding office, such as "Officers must have served on a committee prior to being nominated" or "officers must have been members for three years prior to being nominated" cannot be suspended.

With possibly one exception, I think punishments are limited to those (censure, suspension, expulsion and removal from office) unless authorized in the bylaws. I think you are overlooking a key phrase in the language on page 643 about the punishments that can be imposed. Here is the full quote from lines 12-15. I have highlighted what I think is a key provision: "Punishments that a society can impose generally fall under the headings of censure,* fine (if authorized in the bylaws), suspension, or expulsion. The extreme penalty that an organization or society can impose on a member is expulsion." That provision makes clear to me that a fine cannot be imposed unless authorized in the bylaws. It is clear and unambiguous. I think the imposition of other forms of discipline which require any kind of affirmative action on the part of the member being disciplined would be prohibited unless authorized in the bylaws because it would require something more to remain a member than is required by the bylaws. Being ordered to walk up and down Main Street wearing a sandwich sign that says "I said something that embarrassed the Main Street Men's Club" would be prohibited because the society has no authority, under the bylaws, to require the wearing of a sandwich sign by a member as a condition of membership. It is the same rationale used when RONR says specifically that a fine (or a special assessment) cannot be required unless authorized in the bylaws. To permit it would be to permit the society to require more from some members (without authorization) than other members. The bylaws define and limit a member's liability to the society. The one possible exception MIGHT be in the way of an apology. RONR says, on page 647 on lines 14-20 that for an offense committed in a meeting an apology can be ordered. Here is the complete statement: " The case may be sufficiently resolved by an apology or a withdrawal of objectionable statements or remarks by the offender; but if not, any member can move to order a penalty, or the chair can first ask, "What penalty shall be imposed on the member?" A motion offered in a case of this kind can propose, for example, that the offender be required to make an apology, that he be censured, that he be required to leave the hall during the remainder of the meeting or until he is prepared to apologize, that his rights of membership be suspended for a time, or that he be expelled from the organization." I question whether an apology could actually be ordered unless authorized in the bylaws, but it is what the book says. Another troubling passage in the book is on page 668 regarding requiring an accused officer to repay funds wrongfully misappropriated from the society. Here is the full statement: "The usual possible penalties for an officer are censure or removal from office, although in special circumstances others may be appropriate (for example, to repay into the society's treasury funds that the officer has been found guilty of misappropriating, perhaps with an added fine). For all of these, including removal from office, a majority vote is required. Penalties appropriate in disciplinary proceedings against members are discussed on page 643. For expulsion, a two-thirds vote is required." Two comments about the foregoing provision: First, I think that, based on other provisions in RONR, it should be clear that a fine cannot be imposed unless authorized in the bylaws. The prohibition against fines unless authorized in the bylaws on page 643 is clear and unambiguous. The second point has to do with ordering the repayment of misappropriated funds. I acknowledge that is what the book says and it seems appropriate, but I question whether the society actually has the power to order repayment. Perhaps. It certainly does not have the power to impose it in the sense that a court could order it, but perhaps it can be ordered as a condition of continued membership. The bottom line is that, for all practical purposes, the only punishments that a society can impose on members without specific authorization in the bylaws is censure, suspension, expulsion, removal from office, and possibly the requirement of an apology and repayment of misappropriated funds. I think it is clear that a fine or assessment cannot be imposed unless authorized in the bylaws.

. . . Within limits, of course! Unless your bylaws provide other options, you are limited to censure, suspension, expulsion, and removal from office for officers. A monetary fine and other forms of discipline cannot be imposed unless authorized in the bylaws.

I agree. Such a provision is common in legislation governing homeowner associations. In addition, be sure to check your bylaws. They frequently provide for the right of members to attend board meetings and to address the board.