Richard Brown

Yes, that is how I meant it.

It seems we are saying the same thing. Of course members who did not attend have the right to know. That's what I said. I don't see what the problem is. No, it does not. The parliamentary authority I was referring to is the AIP Standard Code of Parliamentary Procedure, 2012 edition. The complete sentence, from page 108 re executive sessions, is: "Any discussions held or actions taken are legally considered as confidential and all information must remain within the confines of the meeting unless the meeting directs otherwise". The section on minutes of an executive session does contain an express statement that only members who attended the meeting or were authorized to attend are entitled to access to the executive session minutes.

Are you sure? Do you have a citation for that? I do not see it in RONR. RONR does say that non members who attend the meeting are honor bound not to divulge anything that occurred. But nowhere (that I can find) does RONR say that non members who may have been invited to attend the meeting but chose not to attend are nonetheless entitled to find out what happened at the meeting. RONR just does not say it. I would prefer to err on the side of caution. Here is an example: A non-member who has information on an issue to be discussed at the executive session is invited to attend to provide information. The members who invited him to attend assume he will likely be dismissed after he provides his information. However, he declines the invitation to attend. It is a long, contentious meeting and the absent non-member's name is brought up several times. He ultimately becomes a primary object of the meeting. If he had been present at the meeting, he would almost certainly have been asked to leave before the discussion turned to him. Are you saying that nonetheless, since he had initially been invited to attend but chose not to, he is now entitled to know everything that took place and was said at the meeting? I don't think so. I'm not going to tell him.

That's a long shot, Joshua. Besides, we answer questions based on the rules in RONR. As always, bylaw provisions, special rules of order and statutes supersede the rules in RONR. Per the rules in RONR, as well as the general (or common) parliamentary law and other parliamentary authorities, what transpires in an executive session is confidential and cannot be shared with others who are not members of the group that was meeting or were not present at the meeting. At least one manual in common use goes so far as to say it is "legally considered as confidential". Violating that rule can subject the violator to disciplinary proceedings up to and including expulsion from membership. Whether it could subject the violator to other sanctions is a legal question and is outside the scope of this forum. Do you know something about Guest Guest's situation that you are not telling us?

If it was said in an executive session, it most likely IS confidential, by definition. Everything said and done in an executive session is confidential.

First, your question should actually be posted in the general discussion forum, not in the advanced discussion forum. Don't be surprised if it gets moved by a moderator. Second, what EXACTLY do your bylaws say about calling special meetings? Third, EXACTLY what do your bylaws say about a quorum of the board at board meetings? Does it look like you will have a quorum? Fourth, EXACTLY what do your bylaw say about required attendance at board meetings and being "out of order" (or perhaps not in good standing)? Fifth, what, if anything, do your bylaws say about resignations? Please quote the bylaw provisions exactly, don't paraphrase.

There are several rather strange, unusual, and strangely worded provisions in the portion of the bylaws which you provided. Some conflict with RONR. I'll try tackling the issue of nominations here: As to taking nominations from the floor one month and then having the elections a month later, that is not such an unusual provision, especially in large organizations and in organizations that permit voting by mail. Many organizations permit nominations form the floor at both the meeting when the nominating committee report is presented and again at the election meeting. However, here is a problem with your bylaws: They do not actually say that nominations are not permitted on the day of the elections. They say only that nominations from the floor shall be taken immediately following the presentation of the nominating committee report. This is what RONR says on page 435 about nominations from the floor: Call by the Chair for Further Nominations from the Floor. After the nominating committee has presented its report and before voting for the different offices takes place, the chair must call for further nominations from the floor. This is another stage of nomination and election procedure for which a number of details should be established by rule or custom of the particular organization. In many organizations, nominations from the floor are called for immediately after the presentation of the nominating committee's report—while the election is pending or earlier. I don't interpret that provision as requiring that nominations from the floor be asked for at the election meeting, but that is the most common way of doing it and seems to be what RONR anticipates absent a bylaw or special rule of order to the contrary, based on other passages. But, the quoted language clearly says that the floor nominations may be called for prior to the time when the election is actually pending, i.e., at the preceding meeting, as your organization does. I do not interpret your bylaws as actually prohibiting nominations on the day of the elections, but that is a matter of bylaws interpretation and is something only your organization can do. My own opinion is that your custom should be followed, but that a motion to re-open nominations at the election meeting would nonetheless be in order. If a point of order is made that nominations are not permitted on election day, the chair would rule on the point and his decision could be appealed to the assembly. The decision of the assembly on the appeal is final. Keep checking back to see if others are of the opinion that your bylaws actually prohibit nominations on election day. Regardless of whether additional nominations are taken on the day of the election, RONR provides that write in ballots must be permitted unless they are prohibited in the bylaws. It is not unheard of for write in campaigns to be successful. In fact, at least two U.S. Senators have been elected by means of write in votes! The most recent was Senator Lisa Murkowski of Alaska in 2010. I do not know what that provision means. A nominating committee usually presents a list of candidates, not a ballot. I also do not know what is meant by the phrase "to accept the ballot". Again, it is up to your organization to interpret its own bylaws.

Yes, that is correct. We just said it again. But,we point it out frequently because our guests are frequently new to the forum and do not know that.

What exactly is your question?

Have you discussed the issue of the incorrect ruling with the chair? If so, what was his response? Does he acknowledge that he made a mistake? If you have not discussed it with him, why not? I strongly suggest that you discuss it with him if you have not. If the chair acknowledges his incorrect ruling, and if your object is to educate the assembly and also to have a record that a mistake was made, there are a couple of somewhat unorthodox but permissible ways to do it. The first is for the chair to state to the assembly at the next meeting that he wants to make a statement to be included in the minutes. He can then very briefly make a statement to this effect; "My ruling at the previous meeting that the bylaw amendment to eliminate dues failed to achieve a two-thirds vote and did not pass was erroneous. The amendment did receive a two-thirds vote and I should have declared that it passed. However, according to Robert's Rules of Order, the ruling stands and cannot be reversed now since it was not appealed at the time of the ruling. The proposed amendment may be submitted again as provided for in the bylaws. If there is no objection I would like the above statement to be included in the minutes of this meeting." He should probably write out that statement and hand it to the secretary so that she can include it verbatim in the minutes. The statement can be included in the minutes if there is no objection or if the assembly directs that it be done by a majority vote. The alternative that I just suggested will not be found in RONR and is perhaps unorthodox, but nothing prohibits the assembly from directing that something be included in the minutes. If your objective is simply to educate the members and to have something in the record (the minutes) explaining what happened, that accomplishes the purpose. Another alternative would be for you, at the next meeting, to raise a point of order that the declaration of the chair that the amendment failed was erroneous and that the amendment did in fact pass. The chair should rule your point of order well taken but that because of the rules he cannot reverse his ruling after the fact and the ruling must stand. Since points of order and the chair's ruling and reasons for his ruling are supposed to be included in the minutes, that procedure will also accomplish your objective provided the minutes do include your point of order and the chair's ruling and reasons for his ruling. Note: the two suggestions I made above will work only if the chair acknowledges that his ruling was in error. If he maintains that his ruling was correct, neither of those suggestions is likely to work, and especially not the first method . With the second method, if the chair rules against you, you can appeal the chair's ruling and make your points in debate.

I think it is permissible, during the report, for a member to make a request for information asking if the reporting member will yield for a question. A request for information is an incidental motion which is in order when another member has the floor. It is covered in section 33 of RONR .

I don't have much time at the moment, but feel compelled to make this comment. Perhaps I am missing something, but I see no reason for the members of this organization to have to sit around twiddling their thumbs until the next annual meeting. I would think they can surely, one way or another, begin working on proposed bylaw amendments which will then be presented and deliberated and voted on at the appropriate time. I would think they can appoint a bylaws committee, but we don't know that for sure without knowing just what is in the by-laws. Even if they cannot appoint a bylaws committee to start working on proposed to changes, a group of them can start getting together informally and do exactly that. It also seems to me that the most pressing amendment which they need to adopt is one which will make amending the bylaws easier in the future.

Per the rules and RONR, yes, an assembly may go into executive session at any time for any reason it desires. However, your bylaws may contain restrictions. Also, if you are incorporated or governed by state laws, such as many homeowner associations are, those laws frequently contain restrictions on the use of executive sessions.

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.