Richard Brown

Ken, exactly how.did these interim members become board members in the first place? Forgot the "interim" label right now. How did they get on the board? They either are board members or they aren't, regardless of the interim label. We don't know if they are really board members and your president just labeled them as interim numbers or if he personally, acting alone, created some new class of board members who never were properly put on the board.

To the contrary, I think most homeowner associations do use RONR as their parliamentary authority.

My guess, like that of our dinner guest, is that those members are called interim members because they were selected to fill a vacancy. Your president can refer to them any wsy he wants to. If they are board members - interim or otherwise - they are entitled to vote unless they are completing the term of a non voting associate member.

I concur with Mr. Novosielski. I don't see how absentee voting by mail is permissible unless there is a bylaw provision or state law that specifically allows it.

It is possible that Florida has different provisions regarding homeowner associations, but if RONR controls, a vote by ballot means SECRET ballot, whether in person or by mail. Also, as Mr. Huynh pointed out, RONR prohibits absentee voting of any kind unless authorized in the bylaws (or by superior law, such as state law). I would ask the attorney to cite the provision of law that he says dispenses with the need for a secret ballot. RONR has a section on how to handle mail ballots, both secret and non-secret. RONR also prohibits the use of proxies unless authorized in the bylaws or required by state law.

I think Guest Patrick means "ACCEPT" rather than "except". But, even with that, I'm not sure what he is asking. I'm thinking that the commission proposes the contract and the other party has to decide whether to accept it, but I really don't know. We need more information.

The way you were doing it in the past is correct. Minutes and such things as motions resulting from reports of officers and committees can and should be taken up as those matters (the minutes and reports) are being considered. There is no need to wait for new business. btw, the treasurer's report should not be approved. It is simply presented and then kept on file. Action should be taken on it only if it is referred for audit or it contains a recommendation for action which needs the assembly's approval. It's no different from other reports: they are simply presented. No approval needed. You just move on to the next report unless it contains something that requires (or results in) action by the assembly in the form of a motion relating to the report. one more "btw": The correct term for approving the minutes is to APPROVE the minutes, not to "accept" the minutes. Edited to add: You "accept" a package from FedEx. You "approve" minutes.

Unless the bylaws provide otherwise, the society can make anything available to the general membership, and even the public, that it wants to. You should be able to do this with a standing rule or on a case by case basis

The lack of a second becomes immaterial and is waived after debate begins or a vote is started.

Based on what we know so far, I'm in agreement with Kim Goldsworthy. By what authority did the president "suspend " the board members? There is no such authority in RONR. Do your bylaws give him that authority? As to what the quorum would be if the suspension is valid (something I doubt), I have a question: what EXACTLY do your bylaws say about the quorum of the board?

There is no requirement in RONR that the bylaws be signed. Any requirement that they be signed would have to be in state law or some other superior law or document. Your corporate charter, if you are incorporated, would be such a superior document. The same thing goes for any recording requiremen. As a HOA, there could well be such a requirement .

Per RONR, unless authorized in the bylaws or the motion creating the committee (or sometimes by a standing rule), neither committees, boards nor the society itself can have electronic meetings or absentee electronic votes (or mail votes) at all. Can you explain a bit more what your situation is and why you think an email vote is needed? Also, how was this committee created? Is it established in the bylaws? This quote from page 97 of RONR might be helpful: "ELECTRONIC MEETINGS IN COMMITTEES. As in the case of a board or any assembly, committees that are expressly established by the bylaws can hold a valid electronic meeting only if authorized in the bylaws to do so. A committee that is not expressly established by the bylaws, however, may instead be authorized by a standing rule of the parent body or organization, or by the motion establishing the particular committee, to hold electronic meetings. "

What exactly was not received well? And why?

Based on the additional bylaw provision that you posted regarding elections and vacancies, I agree that you appear to have one vacancy on the board, assuming Homeowner A accepts his election. If he doesn't, you will have two vacancies.

Look at the flip side of this "acceptance of resignation" business. It is not unusual for a popular and hard working officer to announce or submit his resignation in a moment of frustration. The membership really wants him to stay on and hopes he will reconsider. Frequently, after some members talk with him, the officer does reconsider and decides to stay on. If the society has not yet acted on the resignation, he can simply withdraw it and all is well. Everybody is happy. It is as if he never submitted it. However, if the society had not had the option of delaying action, the officer would already be gone, kaput. I have seen this happen several times. It gives everyone a "cooling off" period. If you really want him gone, then accept the resignation asap, even in the same meeting if he submitted it verbally in a meeting. The alternative is to amend your bylaws or adopt a special rule of order to say that a resignation is effective when received. No acceptance necessary. But, that option has its own problems. Over time, the procedure outlined in RONR where the resignation must be accepted seems to be proven to be the best course for most societies. You are free to adopt your own rule.

There is a lot we don't know about what the bylaws say regarding elections, but, based on what we have been told, I agree that homeowner A has been elected, provided he does not decline. I also agree with Dr. Stackpole that what you have Is not a vacancy but rather an incomplete election which should be completed as soon as possible.

I agree with Godelfan, at least as far as amending the resolution goes. However, I don't understand why the agenda needs to be amended. You appear to have some customized agenda procedure. However, under the rules in RONR, an agenda may be amended at a meeting. The fact that the member was on the committee that proposed the resolution does not prohibit him from proposing an amendment to it.

Did you perhaps intend to say "remove the requirement for co-presidents"?

The president cannot insist on an executive session on her own. Per RONR, it requires a majority vote of the assembly (whether the general membership, the board, or the executive committee) to go into executive session. Of course, it can also be done without objection. The president can HOPE to have an executive session at the end of each meeting, but she cannot single handedly make it happen. I suppose you can adopt a special rule of order (or maybe a standard order of business) that calls for an executive session at the end of each meeting, but what if there is nothing to discuss in it? Are you going to go through the motions of ending the open meeting, telling the guests to leave, then going into executive session only to find that there is absolutely nothing to discuss in executive session? This isn't in RONR, but my own thoughts are to have an executive session only when there is a need to have one and a majority of the assembly agrees. You can also hold ALL board meetings and executive committee meetings in executive session, but invite the executive director to attend only the portion of the meeting where he (or she) is needed to present a report or provide information. Then, politely thank him and tell him he is free to leave.

I think rescinding (or amending) the newest motion is you best option unless you are confident the assembly will believe that the new motion was not adopted by the vote required to adopt a motion to amend something previously adopted if you raise a point of order and it is appealed. I am troubled, however, by what I imagine was the chair's declaration that "The motion carries". I know we have had several discussions in this forum about the different effects of a declaration by the chair based on a mistaken vote count vs a mistaken opinion as to what vote is in fact required. It's sort of like "mistake of law" vs "mistake of fact". I honestly don't remember the end result of those discussions, even though I know I should. All I recall is that they made my head swim. I also don't know how to determine, after the meeting has ended, whether the chair's pronouncement that "The motion is adopted" was based on a mistaken count or on a mistake of the vote actually required (other than asking him, I suppose). Edited to add: This is one of the threads I was referring to. It is over 60 comments and three pages long! Have fun reading! http://robertsrules.forumflash.com/index.php?/topic/25727-help-with-vote-count-error-after-meeting-closed/ Edited again to add: I think the crux of that thread is that if the chair's ruling was based on a misunderstanding of the vote required (a two thirds vote), that is a rule of order that could be suspended and so a timely point of order must be raised at the time of the breach. However, if the chair was mistaken in his actual vote count, it is subject to a point of order only so long as a recount is in order. However, if the vote was anything other than a ballot vote or by the yeas and nays (roll call), as a practical matter, once the assembly moves on to other business, a "recount" is impossible and it is too late to raise a point of order. Do I have that right?

Am I the only one wishing this forum had a "Like" button??

I will add that if the new motion was adopted by the vote required to amend something previously adopted, it was nonetheless validly adopted and supersedes any contrary provisions in the earlier motion.

I would say it is significantly less ambiguous, so much so , in fact, as to hardly be ambiguous at all. It is still, however, less clear than the wording suggested (with good reason ) by RONR.

Page 453, lines 3 - 9. "If neither the president nor any vice president is present, the secretary -- or in the Secretary's absence some other member -- should call the meeting to order, and the assembly should immediately elect a chairman pro tem to preside during that session. Such office is terminated by the entrance of the president or a vice president. . . . "

Very good point, Gary. The motion to lay on the table (or, as often stated, to"table") is undoubtedly one of the most misused of all motions.