Richard Brown

This is what RONR says about it on pages 407-408: "ABSTAINING FROM VOTING ON A QUESTION OF DIRECT PERSONAL INTEREST. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances. VOTING ON QUESTIONS AFFECTING ONESELF. The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which [page 408] members generally are eligible, or should not vote when other members are included with him in a motion. If a member never voted on a question affecting himself, it would be impossible for a society to vote to hold a banquet, or for the majority to prevent a small minority from preferring charges against them and suspending or expelling them (61, 63)." Edited to add: Even per RONR, a member with a conflict MAY vote if he so chooses. He cannot be prevented from voting because of any real or perceived conflict.

I did read it.... fascinating!!! Thank you, Shmuel.

It could be as simple as this statement in the sample minutes on page 472 of RONR: "Mr. Johnson, reporting on behalf of the Membership Committee, moved "that John R. Brown be admitted to membership in the Society." The motion was adopted after debate." You don't even need to say that it was adopted "after debate". Just that it was adopted. If the motion isn't being made on behalf of a committee, leave that part out. So, it could be as simple as: "Mr. Johnson moved that we paint the clubhouse red. The motion was adopted." I'm not sure what the significance is of the motion being made by a manager or of it being approved by two members. Motions need to be approved by a majority vote. Is that what happened?

Perhaps this quote from page 443 of RONR answers your question a bit more fully: "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or "acclamation." The motion to close nominations cannot be used as a means of moving the election of the candidate in such a case. The assembly cannot make valid a viva-voce election if the bylaws require the election to be by ballot."

Agreeing with the previous answers, the organization also has an option that isn't technically "disciplinary action", but comes pretty darn close. That is to adopt a motion of censure as to those officers/members who are ignoring the directive. It can be handled as any ordinary motion and does not require going through the convoluted process that formal discipline or removal from office or expulsion might entail. Adopting a motion of censure doesn't punish those officers or members in any way, but is just a formal statement of displeasure with their actions by the membership.

Larry, I've got a copy of Nola's Daily Doses, but I can't find it right now. I'll keep looking. It's got to be here somewhere!

Um, not so fast. According to page 503 of RONR, in the section on committee reports, it says the following: "In the case of a committee, however, if it is impractical to bring its members together for a meeting, the report of the committee can contain what has been agreed to by every one of its members. (See also Electronic Meetings, pp. 97–99.) " Without knowing more, I don't think we can say the committee chairman is fibbing or did anything wrong. It might well be that every member of the committee did in fact agree to the report even though they never actually had a meeting. Edited to add: Also, when presenting the report of a committee, if the report contains a recommendation, the chair may move for the adoption of the recommendation on behalf of the committee. From page 507: "When a report contains recommendations—except in cases where the recommendations relate only to the adoption or rejection of question(s) that were referred while pending (13) and consequently become pending again automatically when reported (pp. 516–19)—the reporting board or committee member usually makes the necessary motion to implement the recommendations at the conclusion of his presentation, provided he is a member of the assembly"

It would help if you will tell us in what sense the word is being used. Please give us an example

What happened sounds improper for several reasons. First, proxies are not permitted at all by RONR unless authorized in the bylaws or specifically required by state law. Second, if proxies were going to be used, they should have been submitted prior to the counting of votes at the meeting. Requesting proxies after the vote has been conducted in order to try to get enough votes to do whatever someone wants to do regardless of the outcome of the legitimate vote would constitutes a continuing breach and causes the result of a vote count that includes proxies to be invalid unless there were not enough proxies to affect the outcome of the vote. Edited to add: I doubt seriously that the property manager had any authority to send out the proxy forms, but, even if he did, I think using the proxies in this manner was improper and taints the outcome, probably rendering it invalid. I also feel quite certain that the board also lacked the authority to direct the property manager to send out the proxy forms after the fact.

I'm afraid that is a question which your organization must answer for itself. Reading and approval of the minutes is covered in RONR on pages 473-476. RONR makes reference to publishing a "record of the proceedings", but not to publishing the minutes. The reference in RONR on pages 475-476 to publication of the proceedings is NOT referring to publishing the minutes. RONR makes no reference whatsoever to publishing the minutes. It does, however, make reference to distributing the draft minutes prior to approval. What your organization does with the minutes once they are approved is up to the organization (other than the requirement that the secretary make them available to the members). Here is the language on pages 475-476 regarding publication of the "proceedings": "PUBLICATION OF AN ASSEMBLY'S PROCEEDINGS. Sometimes a society wishes to have a full record of its proceedings made available to the public, and when such a record of the proceedings is to be published (in which case it is often called "proceedings," "transactions," or the like), it frequently contains, in addition to the information described above for inclusion in the minutes, a list of the speakers on each side of every question, with an abstract or the text of each address. In such cases the secretary should have an assistant. When it is desired, as in some conventions, [page 476] to publish the proceedings in full, the secretary's assistant should be a stenographic reporter or recording technician. The presiding officer should then take particular care that everyone to whom he assigns the floor is fully identified. Under these conditions it is usually necessary to require members to use a public address system. Reports of committees should be printed exactly as submitted, the record showing what action was taken by the assembly in regard to them; or they can be printed with all additions in italics and parts struck out enclosed in brackets, in which case a note to that effect should precede the report or resolution. Any such record or transcript of the proceedings prepared for publication, however, does not take the place of the minutes, and it is the minutes which comprise the official record of the assembly's proceedings. " You're on your own in figuring out whether what you described constitutes "publishing the minutes". Perhaps if you can provide more information or tell us why you are asking the question we can help you more. For example, do your bylaws require that the minutes be published and you wonder if posting on the website constitutes "publishing"? If that is your question, I'm still afraid that you are on your own as that is a matter of interpreting your own bylaws or rules... something that only your organization can do for itself.

Personally, I agree with you, but I believe we are in a minority and that others on this board, including the authorship team, take the position that if previous notice is given that something willl be "discussed" at a special meeting , that implies (or infers ... ) that action can actually be taken on the item.

The language in these three provisions in RONR indicate to me that a committee of a board can be created "with power" to actually execute assigned tasks: From pages 484-485: "Bodies Subordinate to a Board As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which [page 485] the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board. " (Emphasis added). From pages 485-486: "COMMITTEES OF A BOARD. Where an organization is local—for example, a society for sustaining a foster home for children—the executive board usually divides itself into committees having charge of different branches of the work during the interval between the monthly or quarterly meetings of the board. At the board meetings these [page 486] committees report on the fulfillment of their assigned responsibilities. In such cases the committees are genuinely subordinate to the board and must ordinarily report back to it for authority to act (in contrast to an executive committee, which usually has power to act as the board, and in contrast to standing committees of the society, which are not subordinate to the board unless made so by a provision in the bylaws). Any board can appoint committees of the kind just described without authorization in the bylaws. " And, finally, from page 490: "Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power) than a board is usually understood to have. Thus, if the committee is to do more than report its findings or recommendations to the assembly, it may be empowered to act for the society only on specific instructions; or, if it is given standing powers, its actions may be more closely subject to review than a board's, or it may be required to report more fully. Also, unlike most boards, a committee in general does not have regular meeting times established by rule; but meetings of the committee are called as stated on pages 499 and 501–502. Some standing committees, however—particularly in large state or national organizations—function virtually in the manner of boards, although not designated as such. When a committee is appointed "with power," this means with power to take all the steps necessary to carry out its instructions. " All of this leads me to believe that an executive board, which I believe this "steering committee" really is, can appoint a committee "with power" to carry out an assigned task.

I don't know that the bylaws would have to do that if the steering committee is functioning as an executive board.... which seems to be the case with this organization. It is called a "committee" (steering committee), but actually functions as a board. I think a board can refer matters that are within its jurisdiction to a committee which it creates "with power" to execute a particular task. I'm interested in what others have to say on this point... and in a citation, if someone has one.

What is meant by electronic ballot? Does it mean absentee voting by email, or does it mean voting at an in-person meeting using handheld electronic voting devices? Absentee voting of any sort is not permitted unless explicitly authorized in the bylaws or required by state law. The same goes for proxies. They are not permitted unless authorized in the bylaws or required by state law.

It would depend on the nature of the referral to the subcommittee. For example, the subcommittee could be established with power to actually carry out certain actions, such as actually putting on a Cinco de Mayo party rather than just making recommendations as to location, entertainment, Etc.

Guest Jaws, I think ultimately this is a case of your organization having to interpret its own bylaws to determine whether the nominating committee can nominate more than one person for a position. The language you quoted can reasonably be construed to mean that a "slate of candidates" means only one nominee for each position. Your organization must determine what that provision means. As I said in a post above on December 5, RONR does not limit the nominating committee to only one nominee per position nor does it prohibit the committee from nominating one person for more than one position. Any such restriction would have to be in your own rules. It is up to your organization to determine if its rule limits the committee to one nominee per position. Here is some pertinent language regarding the nominating committee from page 433 of RONR: "Nominees. Although it is not common for the nominating committee to nominate more than one candidate for any office, the committee can do so unless the bylaws prohibit it. It is usually not sound to require the committee to nominate more than one candidate for each office, since the committee can easily circumvent such a provision by nominating only one person who has any chance of being elected (see also p. 573). Members of the nominating committee are not barred from becoming nominees for office themselves. To make such a requirement would mean, first, that service on the nominating committee carried a penalty by depriving its members of one of their privileges; and second, that appointment or election to the nominating committee could be used to prevent a member from becoming a nominee. " (Emphasis added)

I don't think there is one single page reference that spells all of this out, but the process of a member making a point of order, the chair ruling on the point, and an appeal from the ruling of the chair is first explained starting on page 70 with the following two key passages: "1) Although the presiding officer has the responsibility of enforcing the rules, any member who believes he has noticed a case where the chair is failing to do so can, at the time the breach occurs, call attention to it by making a Point of Order (23); the effect is to require the chair to make a ruling on the question involved. 2) Although the duty of ruling on all questions of parliamentary procedure affecting the assembly's proceedings rests with the chair, any two members, by moving and seconding an Appeal (24) immediately after the chair has made such a ruling, can require him to submit the matter to a vote of the assembly. " The following language from pages 249-250 might also be helpful: "GROUNDS FOR A POINT OF ORDER. It is the right of every member who notices a breach of the rules to insist on their enforcement. If the chair notices a breach, he corrects the matter immediately; but if he fails to do so— [page 250] through oversight or otherwise—any member can make the appropriate Point of Order. The presiding officer may wish to engage in brief research or consult with the parliamentarian before ruling, and may allow the assembly to stand at ease (see p. 82) while he does so. In any event, when the presiding officer has made a ruling, any two members can appeal (one making the appeal and the other seconding it), as described in 24.* " As explained on pages 251-252, the ruling of the chair and the outcome of any appeal are entered in the minutes and set a precedent to be followed by the assembly in the future: "PRECEDENT. The minutes include the reasons given by the chair for his or her ruling (see p. 470, ll. 15–17). The ruling and its rationale serve as a precedent for future reference by the chair and the assembly, unless overturned on [page 252] appeal, the result of which is also recorded in the minutes and may create a contrary precedent. When similar issues arise in the future, such precedents are persuasive in resolving them—that is, they carry weight in the absence of overriding reasons for following a different course—but they are not binding on the chair or the assembly. The weight given to precedent increases with the number of times the same or similar rulings have been repeated and with the length of time during which the assembly has consistently adhered to them. " The procedure for appealing from the ruling of the chair is explained in detail on pages 255-260. Some principles of interpretation for interpreting bylaws provisions are covered on pages 598-591. The following provision from pages 598-599 is probably applicable: "Each society decides for itself the meaning of its bylaws. When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation. If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws. The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined. Again, intent plays no role unless the meaning is unclear or uncertain, but where an ambiguity exists, a majority [page 589] vote is all that is required to decide the question. The ambiguous or doubtful expression should be amended as soon as practicable." I realize that this issue is complicated by the fact that some members want to have an email vote, rather than a meeting, on an issue that other members believe would violate the bylaws and is not permitted to be handled by an email vote. Actually, your bylaws provide for having an "email meeting". Here is theh language you quoted: " Special meetings may be conducted via email as long as the topic consists SOLELY of A spending issue. " I have no clue how you have a meeting via email. I understand conducting a VOTE by email, but not having a MEETING via email. There cannot be even a semblance of simultaneous communication, aural or otherwise, in such a setting. Just speculating here, I suppose the chair has at least three options. The first is to simply refuse to permit the email vote (or to have the email meeting). A second option is to permit it, but perhaps a member can raise a point of order in this so-called email "meeting" and it can be handled in the same manner you would handle other points of order and appeals in these so-called "email meetings".... if that is even possible. You are really on your own in figuring that one out. Perhaps someone else on this board has some ideas. A third option is for the chair to permit the email vote/meeting (whatever it is) and, if the budget is approved, for a member to raise a point of order at the next real live in-person meeting that approving the budget via an email vote (or email meeting) violates the bylaws and that the approval is null and void. The president will then rule on the point of order and her ruling can be appealed to the assembly following the procedures in RONR. I think that if the email vote violates the bylaws, it would constitute a continuing breach and could be raised at the next real sure-nuff meeting. PattiBelle, I am really curious as to just how your organization conducts these "meetings via email". Can you enlighten us? Is there true email discussion prior to voting? Or simply a vote? How are points of order and appeals handled... if they have ever come up before? I'm also curious as to how my colleagues would suggest that a point of order about the validity of an "email meeting/email vote" to approve the budget be handled.

Like Mr. Martin, I, too, wonder if perhaps this organization has an executive committee in addition to the steering committee and if this executive session was actually a meeting of the executive committee

I agree with Mr. Novosielski but would add that the membership itself can also adopt a rule permitting general members to attend board meetings. Such a rule should probably provide an exception for meetings held in executive session.

I agree that this is a matter of bylaws interpretation and also possibly of state law, but I get the impression that the original poster is talking about what is commonly referred to as "action in lieu of a meeting". Some state laws and some bylaws specifically permit Boards of directors to take action without a meeting provided all directors consent to the action in writing. It would be helpful if the original poster can elaborate a bit as to the exact situation he is referring to.

in addition to calling for the orders of the day, a member could raise a point of order that the agenda is not being followed. I suspect that the chairman and members are more likely to understand that point of order than a call for the orders of the day

No. A treasurer's report is never approved at a meeting. It is merely filed for record. No motions are necessary. An Auditor's report, on the other hand, should be approved by the society. Normally, only the minutes, which are not really a report, are approved. The other reports are merely given and if in writing are placed on file. If they report contains a recommendation, the recommendation might need to be voted on, but that is different from approving the report itself

Hutch, in a true emergency, for something like emergency repairs to the clubhouse after a storm, it is not unusual for the officers or executive board members to decide to take emergency action without a meeting. However, the officers are acting at their peril when they do that and any taken on the basis of such emergency consent should be ratified as soon as possible at a meeting. As long as things are rolling merrily along, there is usually no problem with making decisions the way you would like to do. However, if things ever become contentious, you can be sure that there is going to be a contingent of members who claim that all sorts of actions taken in the past were illegal and are invalid. That's when things start to fall apart. If enough money is involved, you can wind up in court, too. Note: If you are incorporated, some state corporation laws permit boards to act without a meeting if all of the directors consent in writing to the action. It's commonly referred to as "Action in lieu of a meeting". However, to prevent the sorts of problems I mentioned in the paragraph above, such authority should be expressly granted in the bylaws unless it is clearly permitted by state law. And a quick telephone poll is not the same thing as action consented to in writing by all members (directors).

If you want to do business that way, you should amend your bylaws to specifically provide for electronic meetings and/ or voting.

As to consequences, the organization should act as quickly as possible to elect the required number of directors, whether by holding a special election or using the organization's vacancy filling provisions, whichever is appropriate as provided in the bylaws. In the meantime, as long as the quorum requirement is met, the board as currently constituted may conduct business. Note: Check the wording of your bylaws carefully regarding terms of office. If directors serve until their successors are elected, you might have some holdover board members if the proper number have not yet been elected.