Richard Brown

I agree with Mr. Novosielski. It was not proper for the chair to "move on" without a vote on the motion to Lay on the Table. Mr. Harrison is right that a motion to lay the appeal on the table is proper, but it requires an affirmative vote to do so... not just a motion and a second to lay on the table.

Dr. Kapur is correct. I do have RONR handy and I believe the provision Dr. Kapur is referring to is the footnote on page 441 which reads as follows: *An organization could suspend the rules, or adopt a special rule of order, so that the nominee with the fewest votes is dropped from the list of nominees for succeeding ballots in the expectation that voters will then confine their choice to the remaining nominees. Only a bylaws provision, however, could make the dropped nominee ineligible for election so as to render illegal any subsequent votes cast for that nominee. (See pp. 430–31.) (Emphasis added by RB) Again, Dr. Kapur is correct See page 412 which contains the following statement: "When the bylaws require a vote to be taken by ballot, this requirement cannot be suspended, even by a unanimous vote." And see also page 413 which says: "Whenever a vote is to be taken by ballot, it is out of order to move that one person—the secretary, for example—cast the ballot of the assembly."

Yes, committees can meet in executive session. See, for example, pages 95-96 and 637-638 in RONR 11th edition. Edited to add: You might also look at page 501.

I agree with the three posts above by Atul Kapur and Josh Martin. My initial interpretation of the strange by law provision regarding voting is that it was essentially to exclude proxies. I had not considered a possibility of the provision being used to exclude members from participating by telephone, but that is a perfectly reasonable conclusion as well. It seems to me the intent of that provision is to require that those members who are voting be physically present in the room at the time of the vote and that both voting by proxy and by telephone and by any other absentee means are prohibited. Not necessarily. It is quite common for bylaws to refer to both the Quorum count and to voting to be limited to "members who are present in person or by proxy". Therefore, members who are represented by proxy would be considered as being present with the language I just quoted. Also, as Josh Martin pointed out, members could be considered present if participating by telephone. The bylaw language that we are discussing in this thread, however, seems to require that members be physically present in person in the room in order to vote. I don't know. That one is tougher, but my own opinion is that the ordinary rules in RONR should apply and that a motion would fail on a tie vote. However, it may be that this organization wants a definitive answer one way or another and that a tie vote would be considered inconclusive and the assembly would keep voting until the motion either passes or fails much in the same manner that an assembly keeps voting in the case of a tie in an election until someone is finally elected. Ultimately, it is up to this organization to interpret that provision. Edited to add: I also agree with Dan Honemann's statement that he hopes the supposed bylaw language quoted by the original poster isn't really what the bylaws say. Guest Trevor, you are the only one who can answer that. Is the language you provided an exact word-for-word quote from the bylaws?

No, that is not the correct answer either. It is much more complicated than you realize. The bottom line is this is a legal question which is beyond the scope of this forum.

Really going out on a limb.there, aren't you. . . . What makes you think that voting members aren't really voting members if they choose to abstain on an issue? They might be members who did not vote, but that does not make them non-voting members. Whether a member is a voting or non-voting member is something that would be or should be defined in the bylaws. By the way those members who did not vote did not abstain if they were non-voting members. A member can only abstain if he has a right to vote. Edited to add: also, a non-voting member may or may not count toward the quorum, depending on the wording in the bylaws.

Guest DB, a point of order may be raised and ruled on only at a properly called and noticed meeting with a quorum present. It doesn't count if the president has a sudden Awakening in the middle of the night and grabs a pen and a piece of paper and declares something previously adopted null and void. He can do all the declaring and writing and ordering that he wants to in the middle of the night, but it is not effective unless it takes place in a meeting. Since the only business that can be conducted at a special meeting is business which has been specifically listed in the call of the meeting, a point of order to set aside action taken at a previous meeting would be out of order unless specifically noticed for the special meeting. Mr. Honemann has it exactly right... as would be expected!

I am as well, but I had to re-read everything twice because I thought you said you agree with the previous responses. Even if the bylaw provision regarding the national office location was added to the bylaws by means of a resolution adopted after the articles of incorporation and bylaws were initially adopted, the provision in the articles authorizing the board to change the national office by resolution remains the superior authority and cannot be undermined by a provision in the bylaws. I also agree that either the articles or the bylaws should be amended at some point to remove the conflict.

I believe that is a legal question which is beyond the scope of this forum.

Guest Bette Cox, I want to emphasize that the POSSIBLE solution addressed in Question 107 in Parliamentary Law should be AN ABSOLUTE LAST RESORT, for a variety of reasons. You should first make EVERY reasonable effort to obtain a quorum through the use of proxies and personal attendance. When I say "make every reasonable effort", I mean going far beyond the simple mailing of meeting notices and proxies. I mean phone calls, personal visits, etc. Perhaps even hiring couriers to personally visit the out of town owners to obtain their signatures on proxies. Anything short of that might well be deemed insufficient by a court if a legal challenge is filed. Your first order of business when you finally do have a quorum should be amending your bylaws to lower the quorum requirement. An alternative to a direct lowering of the quorum requirement would be a provision that if a quorum is not present at a meeting, the quorum requirement at any adjourned meeting shall be reduced, such as to one-half of the normal requirement. Such a bylaw amendment needs to be properly noticed per your current bylaw (and any state law) requirements. I suggest you consult with a professional parliamentarian and/or an attorney for the drafting of such a provision as it needs to be carefully worded. Also, if your bylaws don't already provide for this, they should perhaps be amended to say that officers and directors shall serve for whatever the term is "or until their successors are elected" (or the phrase, "and until their successors are elected"). The two phrases have a different meaning, but they both make plain that the officers can continue to serve until their successors are elected. Finally, if this is not already the case, you might consider a provision which allows the board itself to fill vacancies rather than requiring a special election by the membership.

Guest Zev, I think if you carefully re-read Guest Banksmom's original post, you will see that this organization is governed by a Board of Directors of nine members and that there is no provision for an "executive board". It seems clear to me that what Ms Banksmom is referring to as an executive board is what RONR would call an "Executive Committee". The bylaws make no provision for any sort of a "board within a board". It is clear to me that the only board which this organization has is the Board of Directors. Not if the minutes were referring to the presence of a quorum at a meeting of a non-existent executive board/executive committee. This organization calls its governing board a Board of Directors, not an executive board. Guest Bankersmom was using the term "executive board" to refer to what RONR refers to as an "executive committee"... a board within a board, or a board subservient to the Board of Directors. I agree. I believe this post from Guest Banksmom clears things up: This organization has a Board of Directors and no subservient "executive board". It has ONLY a board of directors. I agree. I agree. In conclusion, there is no "executive board" which is subservient to the Board of Directors in this organization. Any alleged meeting of such a non-existing entity and any action it took is null and void. The original poster is using the term "executive board" to refer to what we would call an "executive committee".... which does not exist in this organization.

I agree and I said just that in my first post in this thread:

For those who don't have the book Parliamentary Law by General Henry Robert, here is a copy and paste of Question 107 and General Robert's answer from page 452 of that book: # 107. Ques: The bylaws of a society provide that they may be amended by a three-fourths vote of the entire membership, notice having been given at the previous regular meeting. These by-laws were adopted when the society was very small. Since that time it has grown to more than 600 members. It is a necessity that the by-laws be amended to meet the requirements of such a large organization. Repeated attempts have been made for two years to amend them, but it is impossible to get an attendance of three fourths of the entire membership. What can be done about it? Answer: Since the society has adopted a provision for amendment in its by-laws that it is impracticable to carry out, the only thing that can be done is to change that provision to a reasonable one, complying, in making the change, with the spirit of the existing by-laws as nearly as possible. The makers of the by-laws did not foresee that the time would come when it would be impracticable to secure the attendance of three fourths of the membership at a meeting. If notice of the amendment of this by-law is given as required by the by-laws, and it is adopted by a three-fourths vote of the members present, and then a mail vote is taken on the adoption of the amendment as described in R.O.R. (Robert’s Rules of Order Revised), pp. 199,200, and three fourths of the votes cast are in favor of the amendment, the amendment is adopted by a method as nearly in the spirit of the by-laws as is practicable. While voting by mail is not allowed by R.O.R. unless it is provided for in the by-laws, yet this rule must be broken in order to comply with the spirit of an unwise by-law. In R.O.R., p. 270, the committee on by-laws is warned against similar provisions in by-laws. [See Ques. 105.]

Here is a link to the thread back in 2011 in which Burke Balch suggested using the procedure General Robert set out in the answer to question 107 in Parliamentary Law for an organization that was unable to obtain a quorum. https://robertsrules.forumflash.com/topic/13272-quorum/

You are correct. And you are correct that it should be used (or tried) as an absolute last resort. btw, I believe that Burke Balch (one of the authors of RONR for those who don't know) has suggested in this forum that it can be used where there is an inability to obtain a quorum or to take necessary action to keep the society from just withering away due to the inability to obtain a quorum to conduct business. I came across his post a few months ago. I'll try to find it again. Regardless, though, I think it can be used here as a last resort.... but it should be a TRUE last resort after making every reasonable effort to obtain a quorum through proxies and in-person attendance.

I do, too, but we need the information I requested in order to help him determine whether his "demotion" was properly handled (or valid) and what to do about it. The devil is in the detail, especially when it comes to disciplinary matters, etc.

I concur with Dr. Stackpole's comments including his question about the meaning of "votes present".

Hmmm. Well, maybe a wheelchair or new walker such as a Rollator as a door prize?? A gift certificate from a taxi company?? Do your bylaws or state law permit proxies? (I'm trying to avoid getting into question 107 in Parliamentary Law as long as possible!)

Guest Whistleblower, that is a legal question that is beyond the scope of this forum.

For starters, considering offering free beer, free pizza, etc, etc., if you haven't already done that. I would also suggest you study state law regarding homeowner associations (and non profit corporations if you are incorporated) to see if there are any applicable provisions regarding quorum issues. Some state laws provide for reducing quorum requirements for subsequent meeting attempts. It may well be that it is time to simply "disband" the organization. Perhaps if the members believe this is about to happen, they will show up. Finally, General Henry Robert, in his 1923 book Parliamentary Law does suggest a possible solution for such a dilemma, but I'm not going to get into that just yet. It should be an absolute last resort.

Guest Whistleblower, what do you mean when you say they called "an executive meeting"?? Do you mean a meeting of the Executive Board? The Executive Committee? A meeting (of some body...which body??) to be held in executive session? Please quote the exact language in your bylaws (quote exactly, don't paraphrase) about calling special meetings. Also quote the provision requiring that the public be permitted to attend. Also, please quote any provision about removal from office. I have serious concerns as to whether what was done was proper (or valid), but we really need more information.

Calling a meeting to order and the presence or absence of a quorum are two separate issues. A meeting can and should be called to order regardless of whether a quorum is present. The meeting itself can and should still be held. The lack of a quorum simply limits what can be done at the meeting. See pages 347-349 for a list of actions which can be taken in the absence of a quorum. Those actions are: Recess, Adjourn, Take action to obtain a quorum, and to Fix the Time to Which to Adjourn (set an adjourned meeting). That's it. You can do those four things in the absence of a quorum. The members present may, if they so desire and at their own risk vote to take other actions, but those actions are null and void and are not binding on the society unless they are ratified by the assembly at a later properly called and noticed meeting at which a quorum is present. If the assembly fails to ratify whatever decisions were made by the members at the inquorate meeting, those members could wind up being personally responsible for any expense incurred by the society as a result of their action. See pages 101 and 124 for more information on the Motion to Ratify. Note: This is most likely to occur when some type of emergency action must be taken, such as repairing roof damage to the clubhouse caused by a falling tree during a hurricane or a broken toilet or burst water pipes caused by a freeze and the annual Thanksgiving dinner is scheduled to take place in the clubhouse this weekend. There is an easy mnemonic for remembering what can be done in the absence of a quorum. Well, actually, there are at least two mnemonics, one of which is "clean" or "sanitized" and one which is a bit risque. Unfortunately, I can never remember the sanitized version. The more risque version, naturally, is the one I find easier to remember. Here's what you can do in the absence of a quorum: You can FART. F: Fix the time to which to adjourn. A: Adjourn. R: Recess. T: Take action to obtain a quorum. Perhaps someone will come along and post the sanitized version. But I bet my version is the one you will remember.

A motion to amend something previously adopted is a main motion (actually, an incidental main motion. It is a "bring back" motion). It is just like a motion to amend the bylaws. It is a main motion. It is the motion being referred to the committee. See pages 74-77 and also 305-310. A motion to commit is a motion to commit the motion to amend something previously adopted. I'm not sure what you mean when you refer to committing "the amendment itself". The motion to commit (or refer) is a subsidiary motion. It is a separate motion, but it is not a main motion. I think that by the very act of committing the pending motion to amend, the assembly is indirectly telling the committee to take a look at whatever prior it is that the motion would amend. It is pointless to look at the motion to amend in a vacuum without also looking at whatever it is that the motion seeks to amend. However, the instructions to the committee can instruct it to look at and consider pretty much whatever the assembly wants to it to consider. Again, I'm not sure what you mean when you say "If the amendment itself is referred", but I assume you are referring to the pending Motion to Amend Something Previously Adopted. If that is what you mean, then, yes, the committee can consider the general issue the Motion to Amend seeks to address and the committee can both a) propose an amendment to the motion which was referred to it and b) recommend one or more second, alternative motions to address the issue.

Technically, no, because no meeting was held. However, as a practical matter, I would do what you suggested just so that in the future someone looking over minutes won't think those minutes are missing. That's not in RONR, it's just my opinion and it's what I would do. Just a one-sentence that the October XX, 2018 meeting was cancelled by the president and was not held. No reason need be given, but I guess there is no harm in adding "due to expected low attendance and lack of a quorum". I feel compelled to point out, however, that unless your bylaws grant the president the authority to cancel or re-schedule meetings, he has no such authority and if enough members to constitute a quorum show up anyway they can legitimately have the meeting and vote to do pretty much whatever they want to do. So, "canceling" a meeting can be a dangerous thing to do unless it is very amiable group and it is almost certain that nobody will have a real issue with the cancellation.

Often, reluctant members, if actually nominated or elected, agree to go ahead and serve. They just aren't willing to volunteer to do so. I would suggest nominating people anyway in the hopes that they won't decline. Then, if elected, it is possible that those who were nominated will agree to serve once they are elected. In addition, write-in votes should be permitted and if someone is elected by means of a write-in vote he will quite often agree to serve