Richard Brown

I agree with Mr. Huynh, who posted his answer as I was composing mine. I see nothing in the quoted portion of the bylaws which restricts the creation of committees to the board. Absent such a restriction, or a provision granting the board the exclusive authority to manage the affairs of the society, the membership has the inherent authority to create committees. Edited to add: A bylaw provision granting the board the authority to do something is not an exclusive grant of that authority unless the provision, or some other bylaw provision, grants the board the exclusive authority in that regard. Absent such a bylaw provision, the general membership also has the power to act. The board is subservient to the general membership and may not countermand actions of the membership. See Official Interpretations 2006-12 and 2006-13 on the main website: http://www.robertsrules.com/interp_list.html#2006_12

I agree with Tom Coronite. Much depends on the nature and specifics of the proposed amendment. Main motions are, by definition, amendable. RONR, page 80. So, the question becomes whether a particular amendment is in order.

You might read page the section on disciplinary proceedings, particularly the language on page 652, which says the chair must vacate the chair as soon as a motion to remove him is made and seconded. If he does not do so voluntarily, a point of order would be the appropriate motion. Here is the pertinent language from page 652: 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.** When such a motion is made and seconded, after stating the motion he must turn the chair over to another following the procedure described on page 395, and the remedy for refusal or failure to do so is that the motion may be put to a vote by its maker. (Emphasis added) (Note that this rule says the chair MUST turn the chair over to someone else when a motion is made to remove him from presiding. It's a "must" rule, not a "should" rule. He must vacate the chair as soon as the motion is seconded).

Atul beat me to it. I was just about to say that the elections are a special order of business if the bylaws specify that they should take place at a certain meeting, such as the annual meeting. So, the elections would come up at the appropriate place in the order of business for special orders, prior to new business.

I agree with Dr. Kapur. This is not about members' rights. It's related to parliamentary procedure only in the sense that a motion to terminate this person might need to be adopted. This is a personnel matter, not a parliamentary procedure matter. An attorney should be consulted about the relative rights between the association and the employee and what your options are regarding terminating the employee.

I'm under the impression that it is the current/outgoing president who the members are unhappy with, not the newly elected president. If it's the newly elected president, then I think Dr.Kapur has a point. But, if it is the outgoing president, it seems his term is about to expire and he will be out of office very soon, if his term has not already ended. I don't see much point in trying to remove an officer whose term is expiring within a month or so, but that is a decision for this organization to make. btw, there are options other than removal from office and formal disciplinary proceedings. A non-disciplinary motion of censure is an option, for example.

I'm afraid I don't understand what you are saying in this paragraph about the voting process and requirements. Perhaps others understand it, but I don't. Can you elaborate? No. Once an election has been completed and the winners announced and the meeting adjourns, there is no provision in RONR for re-opening nominations and having a new election except in very rare enumerated situations and this does not appear to be one of them.

Agreeing with the previous posts about the propriety or appropriateness of such a bylaw change, I urge you to change the wording of the vote requirement above. That language is ambiguous, leaving uncertainty as to whether the vote requirement is an ordinary two thirds vote of the members present and voting or the vote of two thirds of the members present. Which vote requirement do you think the current rule (and your proposed rule) call for? Two thirds of those present and voting or two thirds of those present? Those are two different standards.

I agree with all of the previous responses, but with a caveat: If the bylaws (or perhaps a special rule of order) specify that only items on the agenda may be considered at a meeting, that would create a problem and perhaps cause the proposed motions to be out of order as new business if they are not on the agenda. Some organizations have such a rule, or a variation of it, and those rules very often prove problematic because the can prevent the organization from taking up something important and urgent that cannot or should not have to wait until the next meeting. Organizations with such a rule usually require that all items of business be submitted to the chair or the secretary a certain number of days in advance and placed on the agenda in order to be taken up at the meeting. The better of such rules provide for unforeseen business to be added to the agenda or taken up with a super-majority vote of some kind. Such rules can also sometimes be suspended with a two thirds vote unless they are considered in the nature of a notice provision. A notice provision cannot be suspended or waived.

Well, take it up with the authorship team. It's their rule and has been the rule for quite some time. Several passages in RONR make plain that a motion to commend someone can be amended to become a motion of censure and vice versa. RONR is clear that a non-disciplinary motion of censure is permissible.

No. That footnote is not limited to offenses occurring in a meeting. It applies to any motion of censure. It is simply a statement that a motion of censure doesn't necessarily have to be in the nature of a disciplinary proceeding.

I agree. In this case, I think the self proclaimed "expert" is claiming that RONR provides for a method of disciplining members and that this organization is bound by it and cannot vary from it. On that point, the self proclaimed expert is dead wrong. I do agree, however, that there may be a legitimate question as to just which body has the authority to adopt this rule and also whether an email vote would be valid. Those issues do not seem to be what concerned the "expert".

Like this post says (It's the first post in the forum, which is pinned, and says "Important: Read this first": https://robertsrules.forumflash.com/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/

Question 1: No. The minutes (and any corrections of the minutes) should reflect what was done at the meeting, not what people said and not what one member thinks what should have been done or even what the entire board (or the entire organization) thinks should be done. If someone is unhappy with what was done, that member can to rescind or amend it at a future meeting. But trying to do it by changing the motion is not the way to do it. Question 2: No, her grievances are not "correct". As to the disciplinary process and removing people from office, your own rules trump whatever is in RONR. RONR is the default: it is what you follow if you don't have a rule of your own which provides for something different. Your organization has every right to adopt a procedure that different from what RONR provides. I'm not sure what other thing she is questioning. If she was unhappy with the way a vote was being handled, she should have raised a timely point of order at the time of the breach. It is too late now. If the bylaws don't specify the day or time or place of regular meetings, the organization would normally adopt a motion in the nature of a standing rule to specify the date, time and place of the monthly meetings. As an alternative, the society can set each future meeting by a motion adopted at the previous meeting, sometimes referred to setting meetings by resolution. Some organization set meetings several months in advance. Also, bylaws frequently authorize the president or the board or a certain number of members to call special meetings (or even regular meetings). Do your bylaws provide for that? How are your meetings set now?

Based on your post, you are correct. All of the rules, including even the rules in the bylaws, cannot be suspended to let the majority do whatever it wants to do. However, I know of no way, other than going to court, to force other members to follow the rules. That's what disciplinary proceedings and elections are for. Elect people who will follow the rules. I don't know... and I don't know how you "impel" someone to do something. The only things I know to do are to keep trying to educate them and to elect new leaders at the next election. Or file suit to set aside something done without authority and in violation of the rules. You can try disciplinary action or removing one or more of them from office, but I don't see that a majority of the board is likely to go along with that. People have the right to be bone-headed and the right to be wrong. Perhaps others have better ideas.

If the requirement of a ballot vote is not in your bylaws, I agree with Mr. Katz that a timely point of order would have been required. If no timely point of order was made, the breach was waived. We sometimes refer to it as "you snooze, you lose".

By what rule or provision or motion was a ballot vote mandated? Is the requirement for a vote by ballot in disciplinary proceedings included in the bylaws?

You raise a "point of order" (or make a parliamentary inquiry) at the earliest opportunity. Assuming you think the motion is out of order and you want to raise a point of order rather than make an inquiry to the chair, you can and probably should raise your point of order as soon as the motion is made, without waiting on a second. You can, of course, wait to see if it is seconded, but if it is and if debate on the motion begins immediately, it may be too late for you to raise your point of order. Why take that chance? Make it as soon as the improper motion is made.

Who is this "they" that you referred to several times? Are you referring to the board or to a single individual, such as the president? If you are referring to a single individual, please use the pronoun "he" or "she". When you use the pronoun "they", we think you are referring to a group of people such as the board.

Agreeing with Mr Huynh, pursuant to RONR, people who are not members of the board have no right to speak or even to be present at meetings of the board without the board's permission. However, with this being a homeowners association, state law or your bylaws may require that Association members be allowed to attend board meetings and possibly even to address the board. Do your bylaws or your procedures or your state law include a provision that requires that members of the association be permitted to address the board at board meetings? If not, permission of the board would be required.

And that, Mr. Linebaugh, is how to determine if you have a two thirds vote. No need for complicated math or fractions or decimals. Twice as many "yes" votes as "no" votes means you got at least a two thirds vote. Edited to add: There is a caveat, however: If your bylaws require the vote of two thirds of the members present or the vote of two thirds of the total membership, then you might have to do some math to determine how many "yes" votes you need.

I have no idea and I'm glad you asked!!! I've been wanting to ask that question since the original post!!

This motion should actually be made under new business. First, there is really no such category in RONR as "old business". That is a common misconception. The category is "unfinished business and general orders". Unfinished business is a very particular type of business under RONR, namely, an item of business that was actually pending before the assembly at the time the previous meeting adjourned. There is no such thing as "old business". Even though your motion to amend the minutes of a previous meeting concerns something that happened in the past, it is still new business, not "old business" or "unfinished business". The category "unfinished business and general orders" is taken up beginning on page 358. You might pay particular attention to the footnote on page 358 regarding the use of the term "old business" which reads as follows: The expression "old business" should be avoided, since it may incorrectly suggest the further consideration of matters that have been finally disposed of. (Footnote, page 358). I suppose you can do that if you want to in order to assess your chances of success, but the two thirds vote is based on the members present and voting, not the members present. If they all vote, it is the same, but I suspect there might be some abstentions. The alternative of the vote of a majority of the entire membership is based on the total membership, regardless of the number present or voting. Edited to add: It is possible that your organization has an agenda or order of business category called "old business". If so, it is up to your organization to determine what items of business belong in that category. Whenever that category appears, it is usually based on a misunderstanding of what is "unfinished business" and the erroneous assumption that any motions which have to do with anything that has been done in the past is "old business". If your organization does in fact have that category, you have to figure out what it is for. It does not exist in RONR.

Probably not, but we need to know what your bylaws say about elections, terms of office, etc. You would normally take nominations from the floor if the nominating committee doesn't nominate someone for a position. If there are still no nominations, someone can still be elected by means of write in votes. A vote of 1 to 0 with 15 abstentions is still a majority vote and the person with one vote is elected. He can decline to serve, but chances are, if he is elected, he will agree to serve. If it is true that nobody is willing to serve, it may be time to disband the organization. If you will tell us more about what the situation is, we might be able to help you better. There is a chance the board could fill vacancies, but it depends on your bylaws. You might also tell us what your bylaws say about elections, terms of office and filling vacancies. Please quote those provisions verbatim, don't paraphrase. And be sure to quote any provision about officers serving until their successors are elected.

To elaborate on the post above by Mr. Novosielski, if a member happens to be serving in more than one capacity, such as the same person serving as both secretary and treasurer, you count heads, not hats. It doesn't matter matter how many hats a member might wear, he is still only one person and has only one head... and only one vote, unless you have a customized rule to the contrary.