Richard Brown

On 4/23/2024 at 8:44 PM, Guest Kate Kutash said:

Is there ever a time you canNOT abstain from a vote?

Only if your governing documents or state law so provide. If RONR is your parliamentary authority and if it controls, members have the absolute right to abstain.

On 4/23/2024 at 6:14 PM, Guest CuriousJ said:

2. "Special Meetings: Special Meetings of the Board of Directors may be called at the
discretion of the President, three (3) or more Members of the Board of Directors or
by 10% or more of the Members of the Club."

This provision refers only to special meetings of the Board of Directors, not to special meetings of the membership.  Do your bylaws provide for special meetings of the MEMBERSHIP? 

At board meetings, non-board members have only whatever rights your own rules confer on them.  Under the rules in RONR, people who might be members of the organization but are not members of the board have no rights whatsoever even to attend the board meetings, let alone speak at them.  Your rules, or perhaps state law, might grant non-board members some of those rights, but RONR does not.  Of course, the board may probably PERMIT non-board members to attend and even to speak, but the board is under no obligation to do so per the rules in RONR.

Board meetings and membership meetings are completely different things.  The distinction is very important.

Not unless your own rules require it.  Nothing in RONR requires it.  Is your executive committee only advisory or does it have the authority to make binding decisions?

On 4/23/2024 at 5:06 PM, Richard Brown said:

I have not read the bylaws.  Do they not grant the president the right to call special meetings of the membership?

On 4/23/2024 at 5:22 PM, Joshua Katz said:

I haven't either, but we were told:

On 4/23/2024 at 5:22 PM, Joshua Katz said:

our bylaws state that a special meeting can be called if 10% of our members request it of the board; although we didn't quite meet that threshold, the president decided to allow the meeting anyway)

The way I read all that, it doesn't say the president cannot call special meetings or that only the membership can request (or call) one.  The quoted provision just permits ten percent of the members to request (or to call) a special meeting.  We need to know whether the president is authorized to call special meetings on his own.  It is my experience that the president quite frequently does have that power.

I agree with Mr. Katz.  Unless you have some strange rule that we don't know about, and if RONR is your parliamentary authority, the motion received a majority vote and was adopted by a vote of 2 to 1.   The motion received a majority of the votes cast, which is the threshold.

On 4/23/2024 at 4:33 PM, Joshua Katz said:

But that is only true when there's a meeting. From what you've told us, the president had no business calling a meeting at all.

I have not read the bylaws.  Do they not grant the president the right to call special meetings of the membership?

Mr. Katz is correct.  Unless your bylaws provide to the contrary, the right to attend meetings (and to be heard at them!) is a basic right of membership of every member. See section 1:4 of RONR (12th ed.). You cannot be excluded from attending and participating in a meeting except for certain disciplinary proceedings.  If you are the subject of a disciplinary proceeding, it would be possible to exclude you from certain proceedings. That is a rather complicated matter and is covered in the 26 pages of Chapter XX of RONR (12th ed.).

Agreeing with Mr. Katz, if this is a special meeting of the membership as opposed to a special meeting of the board, it is inappropriate to prevent the members from speaking, debating, and asking questions unless you have adopted a rule to that effect.  The chair alone cannot impose such a rule unless the organization has explicitly given him that authority.  It is not authority he has simply by virtue of being chair or president.

On 4/22/2024 at 4:42 PM, Patriot said:

Finally found a clear reference in Roberts that defines a call - "The call of a meeting is a written notice of its time and place that is sent to all members of the organization a reasonable time in advance." RONR 1:7

It is a bit more complicated than that, however.  If the meeting is a special meeting, the call of the meeting must also include the purpose of the meeting and "the subject matter of the motions or items of business to be brought up".   See 9:13 (RONR 12th ed.).

On 4/22/2024 at 7:13 PM, Guest Oezuwn said:

The Board I’m on, is calling a Special Meeting.  Do the Board Members vote on the topic?  Does the presiding President of the Board refrain from voting unless there’s a tie?

If you answer the questions asked by Mr. Novosielski, we can be of more help to you.

On 4/22/2024 at 7:09 PM, Guest Oezuwn said:

They’re refusing to stop grilling.  B/c it’s not a rule in our Docs & the association doesn’t have to follow the recommended Code, we, on the Board, have no recourse if they continue to grill in spite of possibly losing the vote at the Special Meeting, right?  Ya can’t mandate & enforce a Code. . . .

I'm reasonably confident that valid enforcement provisions could be adopted that would subject offenders to some sort of penalty.  Exactly what you can do depends on what is in your various governing documents and state and local law.

On 4/23/2024 at 11:10 AM, Guest ABC said:

During membership meeting, name for mover of a motion to accept last year’s minutes was wrong. I mean the Chair spoke out the wrong name. The motion was seconded and carried by majority. What is the course of action now ? Is the motion dropped or can we mention other members name who was interested in making the motion ? 

Just FYI, a motion is rarely ever disregarded or "dropped" just because something about it was handled improperly or recorded incorrectly in the minutes.  Instead, correct the minutes to correctly reflect what actually happened.   Only if something so serious as to constitute what RONR refers to as a "continuing breach" occurs would an adopted motion be deemed null and void.  Edited to add:  Even then, having it declared null and void requires some sort of action by the chair or the assembly in a meeting..

Do your bylaws not say anything about committees? I do not think this is really a matter of discipline, although it’s conceivable that it could be. Normally, removing or replacing committee members is not difficult, but there is also usually some provision somewhere in the bylaws about how committees are created, and how the members are appointed. If we know how the chairman gets appointed we can tell you how he can be removed.

There is nothing in RONR which prohibits this type of communication between board members outside of meetings. However, these communications might well violate any applicable open meetings laws (sunshine laws) such as the type it appears your state might be subject to. You need the advice of an attorney as to whether, the statute prohibits the particular activities you are concerned about with your particular condo association. That would be in the nature of legal advice which is outside the scope of this forum.

Agreeing with Mr. Elsman, that is one of the many “knock off books“ pretending to be an official version of Roberts rules of order. The only official current version is “Roberts rules of Order newly revised 12th edition“.  I suggest you try to get your organization to amend it bylaws or special rules of order to specify the correct parliamentary authority.

Agreeing with Mr. Katz, the method of amending your bylaws should be described in the bylaws themselves. In the rare event it is not covered, RONR does indeed have default provisions for how to amend the bylaws if your own rules are silent. Essentially it requires previous notice of the proposed amendment and a 2/3 vote. It is covered in section 57 of RONR (12th edition) and consists of eight pages.

I agree with Mr. Novosielski. The chair stating that he is going to call a meeting sometime in the future is not the same thing. as actually calling a meeting. And, yes, the call of a meeting must specify the date time and location of the meeting … and the purpose of the meeting if it is a special meeting. See 9:13-9:15 of RONR (12th Ed.). 

I agree with my colleagues that the general body minutes should not go a full year without being approved.  This organization should do one of these two things in the future:

1. Before adjournment of the annual meeting (or of a general membership meeting if it meets less often than quarterly) either appoint a minutes approval committee to approve the minutes or adopt a motion authorizing the board to approve the minutes.

2.  Amend the bylaws to provide for a method of approving the minutes of such meetings.  That provision would normally authorize the board to approve the minutes of such a meeting.  An alternative would be for the provision to authorize the president or the board to appoint a minutes approval committee.  The more common provision, in my experience, is to authorize the board to approve the minutes.

The advantage of having a provision in the bylaws for approval of the minutes is that if the general membership meeting fails to adopt a motion providing for the approval of its minutes before adjourning, you have a built-in method for having them approved.

On 4/19/2024 at 7:22 AM, Josh Martin said:

I have some follow-up questions on this. Because setting aside this particular situation, I am very concerned about an extreme version of this view making all Zoom meetings impractical. . . . .

I am also very concerned with this and have the same questions and concerns expressed by Mr. Martin.  They are very good questions and I thank Mr. Martin for rasing them.  It is the possible abuse of rules such as the ones proposed in this case that concern me greatly.  We had a somewhat similar situation with the 2021 NAP virtual convention at which it was VERY hard.... almost impossible.... for members to obtain recognition and the ability to speak.

I hope it is undisputed that the chair alone does not have the authority to promulgate and enforce such a rule.  Such a rule must be adopted as a special rule of order by the board or the membership.  The problem here is that the chair DID single-handedly promulgate such a rule.  We are told that "this ruling was challenged and then upheld by a majority vote of the board."  That does not tell us much.  What was the basis of the challenge?  Was it a formal point of order? Was it that "I don't like that rule"?  Or was it that "the chair has no authority to impose such a rule"?   What was the basis of the board upholding the rule?  

Since we don't know the nature of the objection to the chair imposing the rule or the nature of the board "ratifying" it, we really don't know what happened or how the rule came to be "adopted" if it was adopted at all.  We don't know if the majority vote of the board approving whatever the chair did was a regular majority vote or the vote of a majority of the entire membership of the board.  I just don't know enough to say whether this rule has been validly adopted, but, if the board is inclined to support the chair no matter what, it may be a moot point.  I do agree, however, that the rule itself does not appear to be entirely unreasonable.  My issue is whether it has been validly adopted.  (Personally, I don't like the rule for a small board, but that's not my call).

I suggest that the board go through the proper process of formally adopting whatever special rules of order it wants regarding muting members and seeking recognition in electronic meetings and the conduct of electronic meetings in general.

On 4/18/2024 at 1:50 PM, Angie N said:

Hello,

In our organization the Parliamentarian is an elected position and is also chair of the bylaws committee and member of the executive board.  I understand that the Parliamentarian in general should remain impartial and not participate in debate and voting unless by secret ballot. Does this still apply as a board member and chair of bylaws? If possible,  can someone tell me where I  can find the answer in RONR also? Thank you so much!

This is ultimately a question of bylaws interpretation.... interpretation of your own organization's bylaws and whether the intent is to grant the elected parliamentarian the same rights to make motions, participate in debate and vote as all other members rather than have those rights limited by the rules in 47:55 of RONR (12th ed.) as would normally apply to a member parliamentarian.  That provision reads as follows:

A member of an assembly who acts as its parliamentarian has the same duty as the presiding officer to maintain a position of impartiality, and therefore does not make motions, participate in debate, or vote on any question except in the case of a ballot vote. He does not cast a deciding vote, even if his vote would affect the result, since that would interfere with the chair’s prerogative of doing so. If a member feels that he cannot properly forgo these rights in order to serve as parliamentarian, he should not accept that position. Unlike the presiding officer, the parliamentarian cannot temporarily relinquish his position in order to exercise such rights on a particular motion.

It is ultimately up to your membership to determine whether the intent of the bylaws is to exempt your elected member parliamentarian from that provision in RONR.

I will add that it is also possible for your organization to adopt a special rule of order specifically granting your member parliamentarian the same rights as all other members have in this regard.

Agreeing with my colleagues, a motion to adjourn which amounts to a motion to adjourn sine die of a convention which will go out of existence upon adjournment is not a privileged motion, but is an ordinary, main motion subject to debate and amendment. It would be appropriate for a member to state that there is still one important item of business to be taken up and that the motion to adjourn should be defeated.

See section 21:8 of RONR (12th ed.)

On 4/18/2024 at 8:50 AM, Rob Elsman said:

Another alternative is to adopt a preliminary main motion that sets the length and number of speeches that are allowed of each member

I’m curious as to how, exactly, this answers the original posters question about suspending the rule limiting resolutions to one subject only. 

For the record, I agree with Mr. Honemann‘s suggestion, but if this session consists of more than one meeting, I question whether the rule could be suspended for more than one meeting at a time. as opposed to being. suspended for the entire session by a single vote. 

Can someone provide a citation to the provision in RONR which states that a special rule of order may be suspended for either an entire meeting or an entire session? Although I am fairly certain I have seen it, I am unable now to find a provision which explicitly says that.

 

I don’t know that the motion would necessarily be out of order – in fact, I doubt that it is out of order. However, it can certainly be amended or voted down!

On 4/17/2024 at 5:36 PM, Guest james.dawson@snhu.edu said:

One position did not come up for nominations. What happens to the position if no one is nominated?

Can you explain what you mean by the statement above that one position did not come up for nominations? Please elaborate. What that position simply overlooked? It came up, but no one got nominated? We need a bit more information. Unless your bylaws provide otherwise, nominations can always be made from the floor and names can be written in on the ballot without having been formally nominated.  If no one gets selected at the election meeting, you have an incomplete election, and that position should be filled as quickly as possible.