Richard Brown

No. Unless your assembly has adopted a rule to the contrary, the chair alone does not have the authority to have a member removed from a meeting. The assembly itself, however, can do so by a majority vote. See pages 645-648 for breaches of order by a member in a meeting. btw, the chair himself has no authority to promulgate a "rule" unless your governing documents give him that authority. Any such rule would have to be properly adopted by the assembly. Also, as presiding officer, he should not be making motions. He can, however, privately ask another member to propose such a rule.

I agree with the previous responses and am also interested in the answer to the question asked above by Mr. Mervosh. You do have another option in addition to someone moving "The Previous Question".... which might require waiting until after the persistent member has made her speech. She is, after all, entitled to preference in recognition. Your other option is for someone to "Object to Consideration of the Question" as discussed on pages 267-270 of RONR. That motion is subject to special rules, but can very quickly end any consideration of the motion being objected to. It must be made immediately after the motion being objected to, before debate begins. It can be made when someone else has the floor and does not require a second. The member objecting to consideration does not have to be wait to be recognized, but may shout out the motion much like one would make a point of order. The chair can even raise the objection. The objection to consideration (which is itself actually a motion) must be put to an immediate vote without debate. It requires a two thirds vote to sustain the objection to consideration. It is a rarely used motion, but is perfect for situations such as you describe, where a member makes the same motion at meeting after meeting and the overwhelming majority of the other members don't want to waste any time with it. If you are considering using it, I urge you to read the rules concerning its use on pages 267-270 of RONR. It might also be a good idea to let the chair know ahead of time what you are considering doing, as it is a motion he might not be familiar with and will not know how to handle.

Steven, a lot of answers will depend on EXACTLY what your bylaws say about certain things, such as who can call special meetings of both the board and the membership. It is quite possible that the president is empowered to call special meetings. BTW, those provisions will likely be in two different places in your bylaws. it is also important to know whether the resignations have been accepted and whether your bylaws provide that resignations are effective upon by receipt. If the resignations have not been accepted, perhaps enough of the members who want to resign will show up for a meeting for the purpose of filling vacancies. So, you need to review your bylaws VERY CAREFULLY for relevant provisions and quote those provisions to us EXACTLY, without paraphrasing. Since this is a homeowner's association, it is also quite likely subject to state law provisions regarding homeowner associations. Those laws frequently have provisions regarding vacancies, quorum and notice provisions, etc. Someone, whether one of your members or an attorney, needs to be reviewing those statutes for any applicable provisions. I've got some other ideas, but let's start here. And with the questions that others have asked.

I'm afraid we are discussing two different organizations here. Guest Lois, are you referring to the same organization as the original poster, Steven H? If not, please ask your question by starting a new thread. It will get much too confusing if we are discussing two different situations in one thread.

Assuming that your bylaws allow remote (absentee) participation, I will first point out that RONR does not require that the presence or absence of members be noted in the minutes unless you have a rule or custom providing for it. Assuming there is such a rule or custom, they can all just be recorded as "present" or they can be classified separately as "present in person" or "by phone". The method of recording attendance is entirely up to your organization to determine.

It depends on whether your bylaws give the board the exclusive (and final) authority in this matter. If the board does indeed have exclusive authority to deal with discipline, then the board's decision is likely final. But, if the board does not have the exclusive authority to deal with discipline, the membership may reverse the board's decision. You might look at official interpretations 2006-12 and 2006-13 for more information. Edited to add: For detailed information on disciplinary procedures, see Chapter XX of RONR. Also, keep in mind that it may require a close reading of your bylaws to determine whether the grant of authority to the board to handle discipline is an exclusive grant. Just granting the board the power to determine issues of discipline is not the same thing as granting the board the sole and exclusive authority over discipline. It is up to your organization to interpret its own bylaws on that issue.

Beverly, I'm afraid the answers to your questions will have to be found in your own rules and bylaws (and possibly state law). These issues are not covered by RONR. It is up to your organization to interpret its own bylaws and rules.... we cannot do that for you. Keep checking back. Someone might have a useful suggestion.

Agreeing with the others, that supposed "rule" is not in RONR because there is no such rule. Any member may propose amendments. Ask those who are claiming there is such a rule to show it to you.

I agree with Mr. Huynh. In my opinion the committee still had the authority to produce a list of nominees, provided a quorum is present.

Then if all of your board members are voting members, the provision in the bylaws requiring a two-thirds majority of all voting board members might well mean a regular 2/3 vote, which would be two thirds of those board members who are present and voting rather than 2/3 of the entire board. It is up to your organization to determine just what that language means, but it is not the language that RONR suggests when a vote of two-thirds of the entire membership of the board is required. In the vote you described to us, you did have a two-thirds vote, you just did not have a vote of two-thirds of the entire board.

A motion of censure, which is not necessarily considered discipline and is easier to impose, might also be in order.

Do you also have non-voting board members?

Well, that's one way, but it's not the only way. Page 177 makes plain that the appointing authority has the power to "remove or replace" appointees: "The power to appoint a committee includes the power to fill any vacancy that may arise in it. The resignation of a member of a committee should be addressed to the appointing power, and it is the responsibility of that power to fill the resulting vacancy (see also pp. 467–68). Unless the bylaws or other governing rules provide otherwise (see pp. 497, 653), the appointing authority has the power to remove or replace members of the committee: If a single person, such as the president, has the power of appointment, he has the power to remove or replace a member so appointed; but if the assembly has the power of selection, removal or replacement can take place only under rules applicable to the motions to Rescind or Amend Something Previously Adopted (see p. 497). Committee members are presumed to serve until their successors are appointed. "

I concur. With all three statements/paragraphs. And I guess I'm one of those who finds this board truly entertaining at times! And equally frustrating at times!

Agreeing with both Mr. Honemann and Mr. Lages, you might look at Official Interpretations 2006-12 and 2006-13.

Note that if this is a board of no more than about a dozen members, under the small board rules of RONR the president may make motions, debate, vote and participate along with all of the other numbers. If this is not a board meeting, but a meeting of the general membership, then the rule as stated above by Mr. Geiger applies Edited to add: Upon re-reading the "Small Board Rules" on pages 477-478 of RONR, I notice that although voting and speaking in debate are specifically listed as things the chair can do when operating under the small board rules, making motions is not one of those items specifically mentioned as permissible. However, the footnote on page 478 does seem to indicate that the chair can make motions if he desires to do so. Here is the text of the relevant provision from the "Small Board Rules": "If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions.** And here is the wording of the footnote indicated by the two asterisks: "**Informal discussion may be initiated by the chairman himself, which, in effect, enables the chairman to submit his own proposals without formally making a motion as described on pages 33–35 (although he has the right to make a motion if he wishes). " My takeaway from that is that the chair may also make motions when operating under the small board rules, but I welcome further discussion on that point. Perhaps the footnote is simply making an indirect reference that the chair always has the right to make motions, debate and vote, but should refrain from doing so in order to maintain an appearance of impartiality.

The provision granting the board authority to fill it's on own vacancies might well be intended to give the board that authority along with the power of the general membership, which presumably elects the board, to do so. The language of that section does not appear to give the board the exclusive authority to fill vacancies.

It is ultimately up to your organization to interpret its own bylaws and to resolve the apparent conflict, but my personal interpretation is that the board is supposed to have 10 members and that the remaining members of the board should fill any vacancies as soon as possible to maintain that level of membership.

Guest Arthur, I'm not so sure you have that exactly right yet. Unless your bylaws say the bylaws can be amended without previous notice, the previous notice referred to in RONR must be given either at the previous meeting or in the call of the current meeting. Having the bylaws committee chairman "give notice" in his report at a meeting that the committee is proposing a bylaw amendment to be voted on at that same meeting is not proper. You never did answer Gary Novosielski's request for you to clarify this statement of yours: and Mr. Novosielski's unanswered question: I think we need an answer to that question.

Maybe I'm missing something, but I still don't understand your board structure. However, if the president is a member of the board then he almost certainly has a vote at board meetings regardless of how he got there. But, if it is a large board of more than about a dozen members present at a meeting, and if he is presiding, he should vote only when his vote will affect the outcome. He has the right to vote, but should refrain from voting in most cases. However, in a board of no more than about a dozen members, the presiding officer votes and participates just like all the other members. I fail to see how your original statement about the president being an ex officio member of all committees has anything to do with this if you are referring to his role in a board meeting. A board of directors isn't really a committee. If you are referring to a committee and if he is an ex officio member of the committee, he has the same rights, including the right to vote, as all of the other committee members. Stay tuned. Perhaps someone else understands your question better than I do. Or perhaps you can try again to clear it up for us.

Contractor, what kind of a meeting are you talking about? A meeting of the general membership? A board meeting? The executive committee? A standing or special committee? Also, is he serving as chair of whichever body is meeting? He probably does have the right to vote, but we need more information in order to properly answer your question

Although I like that concept and as a practical matter the club might be able to get away with it if no one raises a point of order, I doubt seriously that it is the type of "consent" contemplated by RONR in this provision on page 89 to receive notices via electronic means: "When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: a ) by postal mail to the member's last known address; or b ) by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice. " Among other problems with the assumption you suggest, we do not know if all members are actually receiving the email notices or if they even know that email notices of meetings are being sent. You can't object to something you don't know about. And RONR doesn't speak in terms of an obection, it requires affirmative consent.

The notices probably need to go by u.s. Postal Service snail mail or hand delivery unless your bylaws authorize email notices, state law requires that they be accepted, or your members have consented to email notice.

It depends on whether the meeting was being held in executive session. If so, what was discussed is secret and may not be disclosed to others outside of the members of the body which was meeting, with certain exceptions. If the meeting was not in executive session, and if you have no other applicable rule, the members are free to discuss what transpired with anyone they choose to.

RONR provides on page 596 that when notice of a proposed bylaw amendment has been given, the matter should be treated as a general order at the meeting at which it is taken up. Therefore, if your organization follows the standard order of business, the bylaw amendments would be taken up after reports and special orders and prior to new business. From page 596: "When notice has been given of a bylaw amendment, it becomes a general order for the meeting at which it is to be considered" For the standard order of business, see page 26. Edited to add: If the proposal is coming from a committee, I think it could be taken up either under committee reports or "unfinished business and general orders".