Richard Brown

Guest Lisa, does your organization (the nominating committee??) present a "slate" to be voted on as a whole, or does it present a list of "nominees", usually one name for each position? I suspect that what is being presented is a list of nominees, not a true "slate". I'm not at all sure, though, who or what body is deciding on and presenting this "slate" or list of nominees. Is it a nominating committee? The board as a whole? What exactly do your bylaws say about this "slate" or the nominating process?

I agree with the response by Mr. Martin but would add that you should make sure that the board, rather than the general membership, has the authority to revise the rules in this document. We don't know what this "board responsibilities document" provides for. If it's a document (or set of rules) that provide for various responsibilities, powers or duties of the board, it may be that only the general membership can do that. The board has only those powers granted to it in the bylaws or by virtue of motions adopted by the membership. Unless granted the power to do so in the bylaws, it can't just grant itself additional powers.

Maybe, maybe not, but that is apparently where the procedure/term is used and where the term comes from. I'm willing to bet that whoever mentioned it to Cuibono heard or saw it used in that context. Lots of terms are used in Congress that aren't commonly used in ordinary deliberative assemblies and aren't even mentioned in RONR. I'm willing to bet this is one of them.

Guest Ashe, your question is really a legal question which is outside the scope of this forum.

Oh, Jeez, folks, doesn't anyone on here use Google??????? Seek, and ye shall find.

Joshua, do you have any particular NAP publications in mind? I'm not aware of anything that seems to be what Newbie wants other than the gold information leaflet, which is the same info as on one of the plastic cards. I sent him one of the gold info sheets a week or two ago. I think he wants a simple document of one, two or three pages of basic rules. However, a national organization which you belong to has a pretty decent one that it included in the convention booklet for at least the last two conventions. In 2016, it was on the back cover of the convention book. How about making a copy of that available? It could use a tiny bit of tweaking, such as changing "Point of Information" to "Request For Information", but overall it is very good.

I agree with Dr. Kapur (and guest Zev) that it seems to fit exactly.

I think it is a term used when the managers of a bill in Congress agree on an amendment. It might also be used in state legislatures. It is a term I have never heard used an ordinary societies and I'm fairly confident it does not appear in RONR.

Perhaps I'm going out on a limb here, but unless the bylaws grant the board the exclusive authority to select this committee, coulddn't the general membership itself rescind or amend the prior appointments by use of the motion to rescind or amend something previously adopted?

In that case, it is the board that has the power to remove a committee member. See RONR page 177 and also pages 493-497. particularly page 497. It would essentially be a motion to rescind or amend something previously adopted, which has special vote requirements depending on whether previous notice is given.

I agree with Mr. Katz, JJ, and Mr. Martin. I do not see anything in the quoted rules that gives the board the power to strip a member of his right to vote.

I have no idea what you mean by bringing up motion "at plenary". There really is no difference other than the fact that a resolution is often considered to be a more formal type of motion, sometimes with a bunch of whereas clauses before the enacting (or resolved) clause.

That is my understanding, as well.

I agree.

It has become common procedure, perhaps just through custom, that when a document such as bylaws (or a state statute or city ordinance) is being amended, strikethrough is used to indicate text which is being struck out by the amendment and underlining is used to indicate new text being inserted. I don't know what the custom is, if any, regarding the use of italicized or bold print.

I think that there is a serious misunderstanding somewhere about what is and is not permitted under RONR and whatever your state's open meetings laws or homeowner association laws might be. As far as RONR is concerned, what you are being told is pure garbage. As to what is and is not permitted under your state law, that is outside the scope of this forum. If I were in your shoes, I would be checking out what your manager told you. Some of it sounds rather, um, strange to me. I find it rather strange that you would not be permitted to communicate with someone about homeowner association business. If the particular state law at issue is California's Brown Act (I believe that is the name it goes by), there is lots of explanatory information available on the internet. Several law firms, for example, have published extensively about it. Keep in mind that provisions applicable to public bodies such as city councils may be quite different from the provisions applicable to homeowner and condo associations.

I was thinking the same thing. I may comments about a couple of the proposed rules later. Basically, I don't think the rules are really necessary and pretty much mirror the regular and small board rules in RONR. But, whenever you try to reinvent the wheel, you invariably run into unintended consequences and questions of interpretation.

This appears to be a notice provision designed to protect absentees and to give members notice of certain items of business to come before the convention. I do not think it can be waived or suspended except by a vote of ALL members. Not just all members in attendance, but ALL members of the society. Edited to add: You said, " there is a deadline that the Board must submit all approved resolution proposals to our general membership within 30 days of our convention." Did you intend to say that resolution proposals must be submitted to the membership at least 30 days PRIOR TO the convention? I am assuming that is what you meant to say.

the members present at the meeting can vote to postpone the objectionable items or can vote to set an adjourned meeting by using the motion to "fix the time to which to adjourn". That sets up an adjourned meeting, which is technically a continuation of the same session. It can be the next day, the next week, or whenever the assembly wants to set it as long as it is before the next regular meeting.

Or unless the other board members are afraid to stand up to her and enforce the rules. You need at least a majority vote to prevail on an appeal from the ruling of the chair and a two thirds vote to remove her from presiding. You can make all of the points of order you want to, but unless the other members support you or she concedes that you are correct, it may be, um, "pointless".

Agreeing with Mr. Harrison (and with Mr. Martin, who posted his response as I was typing mine), disciplinary procedures can be very complex and technical, more so than we can fully explain in this forum. I strongly urge you to get a copy of the current 11th edition of RONR and study the disciplinary procedures in Chapter XX. It's 26 pages of detailed procedures regarding discipline. From what you have said, however it isn't clear to me that there is the will among the membership to actually do anything to rein in this "rogue" member. If she was able to persuade the required number of members to agree to unwise bylaw amendments, it looks like, for whatever reason, the members may not be willing to stand up to her. If the few who were willing to stand up to her have resigned their memberships, it may be even more difficult to do anything about it. The membership has to be willing to take action. Is it? Also, unless authorized in your bylaws, it is doubtful that your executive board has the authority to impose discipline on a regular member. Unless your executive board is granted that power in your bylaws, it is up to the membership, not the executive board, to impose discipline... especially discipline as strong as suspension or expulsion. Every organization does have the inherit right to discipline its own members, but there are restrictions as to how and by whom (by which body) discipline may be imposed. You may want to consider talking one on one with a parliamentarian who can assist you. Both AIP (the American Institute of Parliamentarians) and NAP (The National Association of Parliamentarians) have referral services and can also refer you to a local parliamentary unit if there is one near you. NAP is the larger of the two organizations and has more local units. Both groups have websites. Finally, I do have two or three questions: Have your bylaws actually been amended so that future amendments can be adopted by a majority vote of the members in attendance at a meeting? Was that amendment properly adopted.... i.e., were proper procedures followed in adopting it? Finally, Can you quote for us the exact wording of the current bylaw provision on amending the bylaws? Please quote it exactly, don't paraphrase.

Yes, of course. Nowhere does RONR say that any type of executive committee or board is necessary. However, like the others who have posted, at the moment I can't recall any such group which I have ever belonged to, unless maybe many years ago while in college. The amount of power and control that is granted to the executive board varies greatly from organization to organization. It's up to each individual organization. Some expect (and permit) the board to act on behalf of the organization only between meetings of the membership and in situations that would be considered emergencies. Other organizations, such as business clubs and social organizations, generally don't want to be bothered with administrative details at their meetings so they delegate the details of "running the organization" to an executive board of some type. Their monthly membership meetings can then be mostly social gatherings or meetings for the main purpose of having guest speakers or lecturers. Ultimately, however, with the vast majority of voluntary organizations, the membership has ultimate control, if only by virtue of the fact that it is usually the membership which elects the board.

Guest Sarah, I agree with the responses above by Mr. Harrison and Mr. Martin. However, it it is desired that the parliamentarian be permitted to speak in debate on a motion or to propose an amendment, the assembly may suspend the rules by a two thirds vote to permit him to do so, either on a case by case basis or for the duration o)f the convention. Note: We are all assuming that this is a "member parliamentarian", meaning he is a member of the organization. The rule quoted by Mr. Harrison and Mr. Martin applies to a "member parliamentarian", but a non-member parliamentarian, not being a member of the society, has no right to make motions or speak in debate, either. I will also note that It is proper, if requested by the chair, for the parliamentarian to respond to an inquiry about the rules, but this should rarely be necessary.

Guest Totti, although your bylaws do give broad power to the president by virtue of the president being given the power to "direct and control the business and affairs of the association and the members thereof. . . .", it is still "subject to the control of the Board of Directors". In addition, as Mr. Martin pointed out, since the board has the exclusive authority to create committees and those committees shall have whatever power the board delegates to them, I agree that whatever power and authority the dissolved committees had has reverted to the Board, not to the president.

No, that is not how it works unless your bylaws say so. The president has only that power given to her by the bylaws and by virtue of resolutions adopted by the society.