Richard Brown

My take on this a bit different. Much like city council meetings, with homeowner associations it is quite common,  whether by custom, rule or law, for member homeowners to not only attend board meetings, but to be permitted to address the board and or ask questions at some point in the meeting.

I think it is quite common for the chairman and sometimes other board members to address the homeowners in the audience to.explain to them what is going on. I see nothing wrong with it as long as a majority of the board members have no problem with it. 

If other board members object to it, someone should raise a point of order or the board should adopt a rule addressing the situation. 

If he is a member of the board, he is counted for Quorum purposes.

29 minutes ago, Guest Who's Coming to Dinner said:

This would have been a good time to Call for the Orders of the Day. (RONR [11th ed.], §18) 

I have a hunch this president may not have a clue what the orders of the day are or what the call for them means. Carol Marie might have to explain it. 

I agree with Dr Stackpole. Since this is a public body, the notice and posting requirements are almost certainly spelled out in state or local law. Those laws would trump any contrary provisions in RONR.

I think you need help  that is beyond the scope of this forum.  As Mr. Katz suggested, you might contact either NAP or AIP for a referral to a professional  parliamentarian.  The NAP is the larger of the two organizations, but both have referral services.  The NAP website, in particular, also has a listing of some professional  registered parliamentarians.

National Association of Parliamentarians (NAP)
213 South Main St.
Independence, MO  64050-3850
Phone: 888-627-2929
e-mail: hq@NAP2.org  
www.parliamentarians.org

American Institute of Parliamentarians (AIP)
618 Church Street, Ste 220
Nashville, TN 37219
Phone: 888-664-0428
e-mail: aip@aipparl.org
www.aipparl.org

Mr. LaBombarde, this is really a matter of bylaws interpretation and it is ultimately up to your organization to interpret its own bylaws.  Our opinions are just the opinions of interested bystanders.

Here's my take on it.  I think your bylaws, by providing a method of removing officers for cause, have opted out of the Section 63 Disciplinary procedures of RONR, at least when it comes to removing officers for cause.  I believe that the removal provisions of your bylaws provide the sole guidance on how to go about removing officers for cause.  I do not believe any of the Section 63 procedures apply.  Your bylaws provide a method of removal that is different from that of Section 63.

However, I believe the  removal from office procedures in Section 62, particularly pages 653-654, ARE still applicable.  Your bylaws don't say that officers can be removed ONLY for cause, but rather they provide for a simplified method of removing them for cause.  By incorporating the "or until their successors are elected" language in the bylaws, I believe the Section 62 removal from office provisions are still  applicable, along with  your customized procedure for removal  for cause.  Your board handles removal for cause and your membership handles Section 62 removal from office.

As I said earlier, this is a matter of bylaws interpretation.  Only your own members can do that.   We have not seen your complete bylaws.... and please don't post them!   I gave you my opinion.  Others may well disagree.   I think we can all agree, however, that your  bylaws can use some refining.

 

 

27 minutes ago, Guest Motion said:

So say we post a notice on our club bulletin board that our next meeting will involve discussion & a vote to rescind the no smoking motion--and we get a majority vote in favor of rescinding it - is this the correct way to do it?

Posting notice on your bulletin board may not be sufficient.  What, if anything, do your bylaws say about giving notice?  Is posting on the bulletin board sufficient?  I doubt it.  If RONR is your parliamentary authority, "previous notice" must be given by either an announcement at the previous meeting or by including it in the "call" of the meeting.  Here is what RONR in Brief says on pages 61-62 about giving previous notice of motions:

" Previous notice of a motion is given either:
[page 62] a) by announcing an intent to make such a motion at the meeting immediately preceding the meeting at which the motion is to be made; or
b.  by having the secretary include notice of that intent in the call of the meeting at which the motion is to be made. This is the written notice of the time and place of the meeting, which is sent to members in advance of the meeting. [See p. 143 in this book.]

I suggest that you get a copy of RONR or, at a minimum, RONR in Brief. 

http://robertsrules.com/book.html

http://robertsrules.com/inbrief.html

Edited to add:  Whatever notice provisions are in your bylaws would supersede the notice requirements in  RONR.  If your bylaws permit giving notice of meetings, etc, by posting on the bulletin board rather than mailing a notice to the members, then that might be sufficient.  You need to read that provision very  carefully. 

8 minutes ago, Rev Ed said:

I would like to add my two cents here:  wouldn't we need to know what the previous notice was about and then review the By-laws?  For example, if previous notice is an intent to move an amendment to the By-laws, and the By-law about amendments reads something along the line of "Notice of any amendments to the By-laws must be made at the previous regular meeting" then the special meeting would not be acceptable.  Or what if the By-law read that "Notice must be given at least one month in advance."

I think we could use a little more information.  Someone please tell me that I am wrong about this.

I think it is pretty obvious that if the bylaws specifically say that previous notice must be given at a REGULAR meeting,  then giving notice at a special meeting would not suffice.  If the bylaws require notice at least one month in advance, then notice at any kind of meeting less than one month in advance would not suffice.

You said the club has 8,000 plus members, but only seven showed up for the meeting?   Is this typical?  What is your quorum requirement?  Was a quorum present?  If not, the motion is null and void.

Assuming that the motion was validly adopted, it can be rescinded or amended at any future meeting as long as it is still in effect.  To rescind or amend something previously adopted requires a majority vote if previous notice is given or a two thirds vote or a vote of a majority of the entire membership if previous notice is not given.

This motion sounds like it is in the nature of a standing rule.  The requirements for adopting, amending and rescinding standing rules are the same as for ordinary motions.  

No rule in RONR requires previous notice of most motions.  There are, however, a few exceptions, most notably for bylaw amendments.  Any rule requiring previous notice of all motions would have to be in your own bylaws or special rules of order.

If you can give us more information on the nature of this "surprise" motion, we might be able to help you a bit more.

15 hours ago, George Mervosh said:

Richard, do you have the same concerns with the word transacted as it's used on p. 347, l. 22?    

I see your point.  My response is that when it comes to inquorate meetings, RONR has a SPECIFIC prohibition against giving notice at an inquorate meeting.  RONR has no such prohibition on giving notice at a special meeting.

Here is the language on page 348 prohibiting the giving of notice at an inquorate meeting:  "The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice (pp. 121–24) cannot be validly given."  (Emphasis added).

It seems to me that if RONR intended for the same limitation to apply to a special meeting, it would say so.  I see a valid reason for prohibiting the giving of notice at an inquorate meeting but permitting it at a special meeting where a quorum IS present.

Tom, just for kicks, try accessing your profile and making the change from a different computer and/or with a different web browser.  Try re-booting your computer, too.   Use a computer, not a smartphone.  Sometimes you don't see all available fields on a website with a smartphone and possibly even with a tablet.

The "Member Title" field should  be directly above the birthday field when you are in "Edit Profile"  mode..  btw, for some reason, when I just view my profile when not in edit mode, the "Member Title" field appears as "Rank".   What the forum means by "rank" beats me!

16 minutes ago, Tom Coronite said:

No member title there under edit profile. You don't believe me? ;-)

Hmmm.  Beats me. Maybe this discussion, or at least this question, should be pursued on the "Questions about the forum" section. I certainly have the "Member title" field when editing my profile.

9 minutes ago, Tom Coronite said:

I don't see title anywhere in the edit profile section. Oh well.

birthday, interests, location, about me. That's all that's there.

I'll try walking you through it.  It might be easier on a computer than on a cell phone or tablet....

1.  click on your name at the top of any forum page.

2.  Click on "profile".

3. Click on "Edit profile"

4. In the field for "Member Title", fill in whatever you want, such as "formerly 1st Church".

5. Then save the changes.

38 minutes ago, mjhmjh said:

The Society meets on the first of every month. A member wishes to make a motion at the February meeting that requires previous notice, but failed to give notice at the January meeting. If a special meeting were to occur between the regular January and February meetings, could notice be given at that special meeting and then acted upon at the February meeting?

 

24 minutes ago, George Mervosh said:

Not unless the call of the special meeting includes giving notice of this motion as one of the items of business.  

As an aside, your rule requiring previous notice might not permit it even if it is in the call to a special meeting, but you'll have to read your bylaws and decide for yourselves if it can be validly given at a special meeting if included in the call.

 

Very good question, mjh.

I don't think RONR is clear on this point.  Nothing in RONR about giving notice at "the previous meeting" limits it to a regular meeting.  In fact, when considering all the language about giving notice being proper even when another has the floor, etc, it seems to add credibility to the argument that such notice can be given just about anytime, subject to the listed limitations, since no action is to be taken on it.  Being in a special meeting is not one of those limitations.

On the flip side, RONR also makes plain that only business listed in the call of the meeting can be "transacted" at the meeting.  What does "transacted" mean?  What business is being "transacted" when someone simply gives notice that he will make a certain motion at the next meeting?  No action is taken on that statement.

I think good arguments can be made either way.  I was researching it when George made his post and was about to say that I think previous notice  CAN be given at a special meeting since I don't see any language that specifically prohibits it.  The only language which could justify not allowing it is the statement, which is a powerful statement,, that only business listed in the call of the meeting can be "transacted" at the meeting.  Personally, I view "transacting" as "taking action" on something, such as a money transaction.  Buying something.  Voting on something.  Offering to buy or sell something, which is in the nature of an announcement, is not a transaction.  A transaction doesn't occur until the offer is accepted.

I can accept either answer, but I am sincerely interested in hearing the opinions of the authorship team on this issue.

 

Tom, click on your own name at the top of the screen.   Go into "Edit Profile" (or some words to that effect) and add "formerly 1st Church" or whatever you want in the TITLE field.  That's what I just did to get "Grand Poo-Bah to show up" when I post.  I also added to other fields, but the title field seems to be the only one that shows when you make posts.

22 hours ago, Daniel H. Honemann said:

Board? What board? 

Why the imaginary hypothetical board, of course!!! 

But, perhaps Guest Michelle can magically turn it into a real, live board.   I hope George isn't still holding his breath after 22 hours!  

On 2/25/2017 at 9:57 PM, Guest Inquiring minds said:

We started a vote to remove a board member by email to 10 people.  Only a handful of people voted. The board member resigned before the vote was completed.  We then motioned to end the first vote be a certain date to end the first voting period and that vote passed. The question is: what happens to the vote if no one else votes?   How do we stop it now that she has resigned. 

 

On 2/27/2017 at 8:17 AM, Transpower said:

The board member resigned, so the vote is now moot anyway.

 

18 minutes ago, Rev Ed said:

No it is not.  The resignation could be refused outright, or a motion could be made and passed to "Postpone the resignation until the next regular meeting" in order to allow a decision on the disciplinary action.  . . . .  (remainder of post omitted)

I agree with Rev Ed.  A society does not have to accept a resignation.  If the member who is attempting to resign is the subject of disciplinary proceedings, the society may refuse to accept the resignation and instead proceed with expulsion or other discipline.

Usually organizations prefer to accept a resignation rather than go through disciplinary proceedings, but unless the bylaws provide otherwise, an organization may refuse to accept a resignation and proceed with discipline.

Edited to add:  RONR is quite clear on this point on page 656:  "If a member or officer is guilty of a serious offense and knows that other members are in possession of the facts, he may wish to submit his resignation. When the good of the society appears to demand the departure of an offender, it is usually best for all concerned to offer him the opportunity to resign quietly before charges are preferred. The society has no obligation to suggest or accept such a resignation at any stage of the case, however, even if it is submitted on the offender's own initiative." (Emphasis added).

7 hours ago, P. Wanger said:

The President cannot elect a secretary. If bylaws permit, he may appoint a secretary to serve at the meeting where the first order of business is to fill the position of secretary per the bylaws.

It is true that the president may appoint a secretary pro tem if authorized to  do so in the bylaws, but it would be unusual for the bylaws to have such a provision.   If the bylaws are silent about what to do in the absence of the secretary, the assembly, not the president, should elect a secretary pro tem for that meeting.  That election can, of course be done by unanimous consent with the president asking if there is any objection to, say, Robert Nitpicky serving as secretary pro tem for the meeting in the absence of the secretary.   Here is the exact language from the bottom of page 459 of RONR:  "In the absence of the secretary, a secretary pro tem should be elected;"

I agree with the responses above, but would add that, unless and until the bylaws are amended, this is ultimately a question of interpreting the bylaws, something only your organization can do. Your membership is the ultimate authority unless someone takes the matter to court.   Although I agree that the bylaws should be amended to insert the missing "not", until that is done, your organization must interpret the bylaws as currently written.  It seems quite reasonable to me that the assembly would take the position that the missing "not" is clearly a typographical error and that the body would interpret the bylaws in such a way as to honor what the society believes is the true intent of the bylaws.  To interpret the bylaws literally as currently written leads to what I believe is a nonsensical and absurd result.

Yes, you can do that, but I would refine the proposed language a bit further.   Personally, I would prefer the terms "Governor's election" and Presidential election" to "governor's race" and "presidential race".  I suppose, though, as long as your members have a very clear understanding of what the terms mean, it isn't a problem.   You could also just say that your elections shall occur in December of every even numbered year.

The process would be the same as for any other proposed bylaw amendment, the procedure for which is probably in your bylaws.

Tom, I want to thank you and congratulate you on "coming out of the closet" as Joshua Katz (formerly Godelfan) did yesterday, and posting using your real name. Like Mr. Honemann, I have more respect for those regular posters who post using their real names rather than hiding behind pseudonyms.  Like Joshua, your posts are thoughtful, helpful, and well written.  You should be proud of them!  Own them!

To other regular posters who post using a pseudonym, I hope that you, too, will come out of the shadows and into the sunshine and start posting using your real names.  I understand why someone who is new or a guest and is asking questions pertaining to his own organization might want to post a question now and then using a fictitious name.   I see nothing wrong with that and most of us have probably done it as a guest on occasion.  But, when members start posting and answering questions on a regular basis, I think it adds credibility to their answers and makes the forum more professional when they come out of the shadows and into the sunshine and use their real names.  

Here's hoping that you and Joshua Katz have started a trend!

BTW, if you don't want people to wonder,  "Who is this "new" Tom Coronite", who we have never seen before but has 402 post to his credit?", I think you can, at least temporarily, change your name to "Tom Coronite, aka 1st Church"  or "Tom Coronite, formerly 1st Church" to help us out. 

1 hour ago, Gary Eppenbaugh said:

I have a general Question.  Tomorrow there is a Political Party Caucus for which I am a voting member.  I may bring up a point about the rules to make sure they are followed.  If the Chair does not want the rules followed, could they coach another voting member as to what precisely to say?   (Emphasis added)

I agree with the statements above by Messrs Stackpole and Mervosh, but I am not sure I understand the highlighted part of your question.  Are you saying that the chair does not want the rules to be followed and wants to assist or coach a member regarding what to say in debate?  If that is what you are asking, then doing so would not at all be proper.  The chair should avoid even the appearance of partiality to one side or the other.

But, if you are asking if the chair can assist a member in making a proper motion or with the wording of a motion, then not only may the chair do that but the chair should do that, especially if the member has indicated that he wants help or is unsure of what motion to make or how to word it.

1 hour ago, J. J. said:

I would also note that no reason would have to be given to rescind a motion. 

I agree. However, if the person who is making the motion to rescind really wants the motion to be rescinded, it might be wise to be prepared to explain to the other members why recession is in the best interest of the society. 

I see nothing wrong with the president making such a report for the benefit of everyone in attendance. This is especially so if it was part of the president's report. Such remarks would probably not be appropriate during debate.

If you believe it is improper, you can make a point of order the next time he does it. He will rule on your point of order and his ruling can be appealed to the entire board.