Richard Brown

I think it would depend on the exact nature of the motions that are adopted by an email vote. Edited to add: there is a difference between approving action taken in the absence of a properly called meeting and approving actions taken by an officer in excess of his authority.

There is one problem with this: Absent a provision in your bylaws, you can only ratify actions taken at a properly called meeting (with a couple of exceptions). As I understand your scenario, there will not be a meeting... properly called or otherwise. You plan to "authorize" action via email ballots and then ratify that action later at a meeting. You can ratify actions taken in the absence of a quorum, and you can ratify some actions taken by officers in excess of their authority, but you cannot ratify action taken outside of a properly called meeting. See the motion to ratify on pages 124-125 of RONR.

Intrmom, I concur with my colleagues and would add that you and others are free to send out letters of your own urging members to vote against the amendments unless you have some rule that specifically prohibits it.

I agree with J.J. in part and disagree in part. I agree with his point # 2 that the board cannot remove a member unless the bylaws grant it the authority to do so. However, regardless of whether the bylaws say specifically that a member may be removed for non-payment of dues, I believe that such non-payment would still be grounds for removing a member from the organization based on Section 61 of Chapter XX of RONR as stated in the following provisions on pages 643-644: "In most societies it is understood that members are required to be of honorable character and reputation, and certain types of associations may have particular codes of ethics to enforce. Although ordinary societies seldom have occasion to discipline members, an organization or assembly has the ultimate right to make and enforce its own rules, and to require that its members refrain from conduct injurious to the organization or its purposes. No one should be allowed to remain a member if his retention will do this kind of harm. 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. If there is an article on discipline in the bylaws (p. 583, ll. 6–11), it may specify a number of offenses outside meetings for which these penalties can be imposed on a member [page 644] of the organization. Frequently, such an article provides for their imposition on any member found guilty of conduct described, for example, as "tending to injure the good name of the organization, disturb its well-being, or hamper it in its work." In any society, behavior of this nature is a serious offense properly subject to disciplinary action, whether the bylaws make mention of it or not." (Emphasis added) I think failure or refusal to pay dues and/or to lie about it would constitute grounds for disciplinary action up to and including expulsion from membership. Note: The full blown disciplinary proceedings as specified in Chapter XX would be required to impose any form of discipline, including expulsion, based on what we have been told. Those provisions are rather complex and I urge Guest John to study the provisions of Chapter XX of RONR very carefully before undertaking such a process.

Why wouldn't a challenge to the chair's possible incorrect announcement that the motion was adopted have to be challenged by a timely point of order at the time of the announcement? A question as to whether a quorum was present may be raised at any time (but is subject to a high burden of proof), but I'm not aware of any provision in RONR that allows the chair's incorrect announcement as to whether a motion was adopted to be a continuing breach that can be challenged at any time. Edited to add: Allowing the announced vote result to be challenged at any time during the continuance of the breach also seems to conflict with Official Interpretation 2006-18: http://www.robertsrules.com/interp_list.html#2006_18

Those are my thoughts, too. What are JJ, Mr. Huynh and I missing?

What happened at that meeting? Did you elect new officers or a new board? If not, why not?

I agree with you completely on this, but several months ago, maybe even a year or more ago, I was chastised by a member of the authorship team for taking essentially the same position about sending out the notice of a meeting. I forget the details, but in that case, or maybe it was a hypothetical, the bylaws said the secretary shall send notices of special meetings. For some reason, the secretary was unable or unwilling to send the notice. My position was to simply have someone else send the notice....that although the secretary SHOULD send the notice, it is ok if someone else sends it if the secretary can't or won't send it... or even if there is no secretary due to a death or resignation. As I recall, I was told by a member of the authorship team that if the bylaws say the secretary shall send notices, then nobody else can do it. I just don't buy into that unless, perhaps, the bylaws specifically say "a notice of a special meeting sent by someone other than the secretary shall be null and void and of no effect".

Yes, if the member is breaching decorum, creating a disturbance, etc, but it requires a vote of the assembly to order him to leave.

I think you need to re-read the hypothetical. There are 30 votes. 20 members vote yes and 10 vote no. The two members with a possible conflict both abstain. 20 is two thirds of 30. And it is also twice as many yes votes as no notes. It is clearly a two thirds vote. Here it is again: In the second example, if one of the conflicted members votes and the other one votes no, the motion fails because a vote of 21 to 11 is not a two thirds vote.

Guest Emg, if your organization is incorporated, you might check (or have an attorney check) your state's non-profit corporation laws for provisions applicable to your situation. They sometimes have provisions regarding calling special meetings, inability to obtain a quorum, vacancies, officers holding over until their successors are elected, etc.

First, I agree with the previous responses by my colleagues. Second, I find the motion awkwardly worded and hard to follow.

Agreeing with the response by J.J. as to Mrs. Patterson's motion, , note that he said Mrs. Patterson's motion was "laid on the table". There is no such thing in RONR as a motion "to table". If it is intended to set a motion aside temporarily in order to take up something more pressing, the correct motion is to "lay the motion on the table". It can then be taken from the table later in the same meeting. If not taken from the table by the next meeting, it does dies. If the intent is to postpone the motion to a definite time, usually to the next meeting, the correct motion to use is to "postpone the motion [to the next meeting]". If Mrs. Patterson's motion had been postponed, the minutes would say, "Mrs. Patterson made a motion to [text]. The motion was postponed to the next meeting".

Is there anything anywhere in your bylaws anywhere to the effect that officers shall "serve until their successors are elected"?

I agree with GWCTD, but it seems clear to me from the original post that these are all proposed bylaws amendments which the original poster is talking about. I do not get the impression that a committee is trying to change its own name and duties on its own without a bylaws change. That would indeed not be proper or permissible. Edited to add: it is possible that this committee is not established in the bylaws but was created by the Association at some point during its existence. If that is the case, then a bylaws amendment might not be necessary to make the proposed changes, but the changes still must be approved by the membership or the body which created the committee, not by the committee itself.

You normally vote again and keep voting until two members receive a majority vote. The candidate or candidates with the fewest number of votes are never removed from the ballot unless they voluntarily withdraw. However, the assembly can also adopt a motion to suspend the rules and drop one or more of the candidates with the smallest number of votes from the ballot after each round of voting. Such members remain eligible for election however, and may still be elected as write in candidates. See page 441, including the footnote on that page.

It appears to me that Mr. Lehmann is indeed talking about a convention standing rule. His first post refers to the conventions of his organization. If that is the case, a rule prohibiting the making of a motion by a member at the conclusion of a speech in debate can easily be adopted at the start of the convention as a "convention standing rule", even though it is in the nature of a rule of order. It's adoption would require a two thirds vote, but would not require previous notice, although it is customary to distribute the proposed standing rules of the convention to the delegates prior to the actual start of the convention. As Mr. Martin pointed out, a convention standing rule is valid only for the duration of that conventioin and it would be necessary to adopt the same rule at each convention if it is desired to continue the practice. Mr. Lehmann might read the provisions in RONR on the adoption of convention standing rules on pages 618-624.

It is up to the members of your organization to determine what committees they want, what they want to call those committees, what authority those committees to have and how these committees are to be populated. As far as a nominating committee, the most common setup by far is for there to be a nominating committee that is usually elected by the other members. Sometimes it is appointed, but RONR recommends having its members elected and that seems to me to be the most common procedure. The president should not be on the committee and probably shouldn't have any part in appointing its members.. Here is a kcy part of what RONR says about the makeup of the nominating committee on page 433: "NOMINATIONS BY A COMMITTEE. In the election of officers of an ordinary society, nominations often are made by a nominating committee. Usually in such cases a nominating committee is chosen in advance to submit nominations for the various offices for which elections are to be held at the annual meeting. Designation of the Nominating Committee. The nominating committee should be elected by the organization wherever possible, or else by its executive board. Although in organizing a new society it may be feasible for the chair to appoint the nominating committee, in an organized society the president should not appoint this committee or be a member of it—ex officio or otherwise. The bylaws may provide that "the President shall appoint all committees except the Nominating Committee . . ." and that "the President shall be ex officio a member of all committees except the Nominating Committee . . ."; the exception should not be omitted in either case. "

I basically agree with Mr. Huynh's answer, which was the first answer given. This pretty obviously happened at a board meeting If this is a "small board" of no more than about a dozen members, a discussion without a motion on the floor is perfectly appropriate. Among the provisions of the the small board rules from page 488: "Informal discussion of a subject is permitted while no motion is pending." That language seems plain enough for me. In addition, even if this is a larger board or isn't operating under the "small board rules", the rules can be suspended to permit discussion of something without a motion pending. Such a brief discussion might be appropriate for the purpose of ascertaining if it is something the group wants to pursue and someone can draft an appropriate motion to be introduced at the next meeting. As far as to going into a committee of the whole to discuss the matter, yes, sure, that can be done.... but it has been my experience that most ordinary lay organizations don't have the foggiest idea what the committee of the whole is or what it is for or how it operates. It seems to me we are making this a whole lot more complicated than it needs to be.

We do not give legal advice on this forum, but it is my understanding that California's Brown Act applies primarily to local governmental bodies but not to ordinary private clubs, organizations, associations, non-profit corporations, etc. In some states, there are state procedural laws that apply to certain other groups such as homeowner associations, condo associations, property owners associations, etc. Discussion of any such laws is outside the scope of this forum. Edited to add: Are you sure that your organization is covered by the Brown Act? Edited again to add: Public bodies of all sorts are usually subject to state "open meetings" or "sunshine" laws that impose requirements separate from those in RONR and that supersede any contrary provisions in RONR. Our answers on this forum are based on the rules in RONR.

Who says the chair is responsible for setting the agenda? It might normally be the chair (or the committee secretary, if there is one) who prepares the draft agenda, but anybody can prepare one and it is the assembly, not the chair, that actually adopts the agenda if there is one. Normally, however, you don't need a formally adopted agenda, especially if you follow the standard order of business in RONR. If there is an "agenda" in a committee meeting, it is normally not a formally adopted agenda but merely a document prepared by or for the chair to be used as a guide to getting through the business to come before the committee. The items of business in the standard order of business aren't necessarily applicable in a committee meeting. As far as proposing a motion, at some point during the meeting a member simply makes his motion just as he would in any other meeting. No agenda is needed in order to make a motion. Why the emphasis here on an agenda?

Yes. Any two committee members may call a meeting of the committee if the chair fails or refuses to do so. Here is the relevant language from pages 499-500 of RONR: "COMMITTEE MEETINGS. When a committee has been appointed, its chairman (or first-named member temporarily acting—see p. 176) should call it together.* If its chairman fails to call a meeting, the committee must meet on the call of any two of its members, unless (for very large committees) the assembly's rules prescribe, or empower the assembly or the committee to require, a larger number. It is the responsibility of the person or persons calling a committee meeting to ensure that reasonable notice of its time and place is sent to every committee member. The quorum in a committee is a majority of its membership unless the assembly has [page 500] prescribed a different quorum (40). All of the meetings of a special committee constitute one session (8). " (Emphasis added).

Russ Brown, I agree with the answer by J.J. Do your bylaws require that officers be members of the HOA? (If officers are elected from among the board members, then such a rule might be in the section regarding members of the board). If your blaws contain no such requirement, then, as far as RONR is concerned, your non-voting members may serve as board members and officers. If your bylaws do contain such a requirement, then it will be up to your association to interpret its own bylaws to determine if non-voting members are eligible. My own interpretation of what you have provided is that these members may indeed serve as officers, but my opinion doesn't count... and I haven't read the rest of your bylaws, either.

Guest Joy, here's the way that works: There is a motion on the floor to "Paint the clubhouse". Someone proposes an amendment to insert "blue" after the word clubhouse, so that if the amendment is adopted it will read that the club "Paint the clubhouse blue". Before that amendment is voted on, someone else moves to add the words "and to build new steps at the front door" to the motion. That particular amendment is our of order AT THIS TIME because it has nothing to do with the color of the clubhouse... or even with painting it. More on that later. However, if instead of the proposed amendment to add "and to build new steps at the front door" somebody had moved to add the word "royal" in front of the word blue, so that if adopted, it would read that the club "paint the clubhouse royal blue". That amendment IS in order at this time as a second degree amendment because it is directly related to (germane to) the color that the clubhouse will be painted if the motion ultimately gets adopted. No further amendments would be in order at this particular time because only a primary and one secondary amendment to a main motion can be on the floor at one time. Amendments are considered in the reverse order in which they are made. So, the club first considers whether to add the word "royal" in front of blue. Once that amendment is disposed of, whether by adoption or rejection, the club then votes on the original amendment (as possibly amended) to "paint the clubhouse blue" (or to "paint the clubhouse royal blue if the "royal" amendment was adopted). Once the issue of what color to paint the clubhouse has been resolved, but before voting on the final version of the original motion (which has likely been amended to specify a color), it will THEN be in order to make and take up an amendment "and to build new steps at the front door" to the original motion. And someone could propose to amend that amendment by adding the word "concrete" before "steps", so that if adopted, it would read "and to build new concrete steps at the front door". And the process I described earlier gets repeated: You first decide whether to add the word "concrete", then whether to add building steps (whether concrete or wooden), and then FINALLY on the original motion which may still be in its original wording or may have been amended to read "Paint the clubhouse royal blue and to build concrete steps at the front door." It may sound awkward and cumbersome, but that is the proper way of taking up amendments. Whether the second amendment that one of your members proposed was in order at that time would depend on whether it is directly related to the first amendment that was proposed or if it instead was amending some other part of the original motion. I'm reluctant to even mention this last point, but, if I don't, someone else likely will. So..... when the amendment to add "and to build new steps at the front door" is proposed, someone might see fit to raise a point of order that the new amendment is out of order because it has nothing to do with painting the clubhouse and is therefore not germane to the original motion. That would then be a judgment call that the chair would have to make as to whether the proposed amendment to add building steps is germane to the original motion. Whichever way the chair rules, his ruling can be appealed to the assembly which would then decide, by majority vote, whether the amendment is germane. That appeal is debatable, subject to special limits. The member who proposed the amendment to build new steps would likely argue that his amendment is germane because both the original motion to paint the clubhouse and his amendment to build new steps both relate to needed repairs to the clubhouse. If it is ultimately determined to not be germane, that member can propose building new steps as a new, separate motion once the motion dealing with painting the clubhouse is disposed of. That will be $75 please, unless I screwed part of it up, in which case an appropriate discount will be offered. Or a buck 95, Edited to add: Mr. Novosielski said it just as well, and in a lot fewer words, in his post immediately above!

I agree with Mr. Katz. We don't yet know anything about the nature of the second Amendment. It might indeed have been proper, in which case it should have been taken up first.