Dan Honemann

On 5/2/2024 at 1:02 PM, VBenz said:

I have read the section you have identified carefully.  If I may, one followup question.   I am looking at section 49:19, which reads:

49:19      Whether or not board minutes are protected by the secrecy of an executive session, the assembly of the society can adopt a motion granting such permission, or can order that the board's minutes be produced and read at a meeting of the assembly, by a two-thirds vote, the vote of a majority of the entire membership of the assembly, or a majority vote if previous notice has been given.

          Am I correct in assuming that this point would NOT apply in the situation where the Board is defined as the "superior body" in the organization's registered bylaws?

Thank you in advance for your thoughts.

 

I think it would not apply, but one would have to look at the exact wording of your bylaws to be sure.

On 5/2/2024 at 9:55 AM, Oezuwn said:

I am in the Board majority who wish to follow the new insurance company’s requirements, basically following NFPA 1 Codes. I believe this is my duty as a Board Member.

 

Majority rules.

On 5/1/2024 at 3:16 PM, Guest Tracey said:

I WANT to be able to leave the item off the agenda until there is new information to add to the conversation/discussion, until we're ready for a motion on the item. 

Then leave it off.  The agenda for a meeting is whatever the assembly adopts as the agenda.

On 5/1/2024 at 11:31 AM, Guest CynthiaO said:

How to handle the situation when a HOA Secretary refuses to send Board meeting minutes out to the Board for review?  What rights as President do I have?  

None, I suppose.  As far as RONR is concerned, the only duty of the secretary is to produce a draft of the minutes for approval at the next meeting.

On 4/30/2024 at 9:54 PM, Guest Catherine Lavender said:

To be clear, the bylaws allow for online meetings for committees of the Faculty Senate. 

The exact wording of this provision in your bylaws may provide the answer to your question as to who it is who has the authority to decide whether committee meetings will be held electronically or in person.

Generally speaking, since this is a committee of the Faculty Senate, the Senate would have the authority to decide this question. Absent any action by the Senate, the committee itself would have this authority.  But again, it is essential to know exactly what your bylaws say in this regard.

On 4/30/2024 at 8:38 AM, Guest Catherine Lavender said:

Does the Chair of a committee have control over the mode of the meeting (whether it will meet online or in person)?

As the Chair of a committee, I have been ordered (not by the President) to hold meetings that were being held online during the pandemic as in-person meetings. I believe that, as Chair, I am responsible for convening the meetings and setting the agenda and that this would include where, when, and in what mode we meet. The Committee membership has overwhelmingly supported meeting online, and this is also permissible in our governance. Do I as Chair have the authority to refuse the order to meet in person? Where in Roberts' rules is this authority laid out?

No, you do not have control over whether or not your committee meets in person or electronically. 

"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 to hold electronic meetings by a standing rule of the parent body or organization, by the motion establishing the particular committee, or by instructions included in a motion referring an individual matter to the committee or issued subsequent to such a motion (see 13:8(d), 13:22)."    RONR, 12th ed., 9:35

On 4/29/2024 at 8:52 AM, Guest Janet Foster said:

We have been told (by the officers themselves) that none of the other officers have a copy, and when the bylaws were first drafted, the Secretary didn’t hand out any copies to anyone, but filed it away. I have recently become involved in the organization for about a year and have asked for the bylaws (which have been established before I became a shareholder), but to no avail. I would not be surprised if there was a copy lying around and they are refusing to share it. 
There is a great deal of issues that I fear are being mishandled that gives me great concern and I have communicated to the board, but it has still not been addressed. 

Since you say you are a shareholder, I gather your organization is incorporated.  If so, you may well be able to obtain a copy of the charter and bylaws from your Secretary of State (or whichever other state entity handles corporate affairs).  It might also be a good idea for you to consult with an attorney. 

On 4/29/2024 at 8:02 AM, Guest Janet Foster said:

We do believe there is some sort of discrepancy or difference in the bylaws from standard RONR procedures, among other things. The Secretary has been overstepping her bounds for quite a few things currently and in the past, and the fact that these she is saying that she can’t find the bylaws makes us suspicious. 

What is really troublesome is the fact that apparently no one in your organization, including the president and all other officers, can find a copy of your bylaws.  Are you sure that this is the case?

On 4/28/2024 at 6:17 AM, Guest MarionD said:

Does the President have the authority to remove a chairperson without discussion with the board?

If the rules in RONR are controlling, he has this authority only if he, acting alone, appointed the person holding this office pursuant to authority vested in him, and only if "the bylaws or other governing rules do not expressly provide that committee members shall serve '… and until their successors are chosen' or for a fixed period, as '… for a term of two years'".   RONR (12th ed.,) 50:14

On 4/27/2024 at 5:51 PM, VBenz said:

What we are missing, is a clear understanding of Robert's Rules position on the distribution of approved minutes of Meetings of the Board of Directors to the association's membership.  That membership is never present at such meetings.

Take a look at 49:17-19, and come back if you have further questions.

On 4/27/2024 at 2:50 PM, Guest gary_leach@att.net said:

An assembly wanted to do A. A member wants to do B, but B is not permissible unless A is first adopted. A is currently in the hands of a committee. During a recess, the member asks if it would be permissible to move the adoption of B, contingent on the adoption of A. This sounds a little like a proviso, but my impression of a proviso is that it provides a definite date/time of implementation. In this case, that is not possible, since we cannot even be certain that A will be implemented, let alone when. I don't think this would have been a valid use of creating a proviso, but would like to hear other opinions and references, in case something like this should come up again.

Much depends upon the exact substance of A and B, but generally speaking I am not aware of anything in RONR which prevents the use of this sort of a "provided, however, that" clause.

On 4/26/2024 at 8:15 AM, Guest Sarah W. said:

It has come to our attention that information shared at the past couple of shareholder’s meetings have been inaccurate. One of our shareholders presented paperwork to us from a state office. The paperwork has handwritten notes on it as well. As a result, this information has largely influenced a majority of shareholders perception about the issue in question, and as a result, their vote has changed. After a few of us have inquired and obtained information from this office ourselves, we have come to the knowledge that the information is not accurate or correct, and we believe this was shared by the shareholder to influence a majority to vote a certain way. What is the best way to handle this situation according to Roberts Rules. Should we seek legal advice?

I agree with Mr. Martin that you should seek legal advice.

From a parliamentary law point of view, if a motion was adopted that you believe should not have been adopted it may well be that you can move to rescind it or amend it.  For this procedure, see RONR (12th ed.,) 35:1-13.  If a motion was rejected that you believe should not have been rejected, it may well be that you can simply move it again.  For this procedure see 38:1-9.

On 4/26/2024 at 9:14 AM, Josh Martin said:

But Mr. Honemann, I think what J.J. is getting at is that exactly what constitutes "conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area" will vary depending on the size of the assembly.

Mr. Martin, if you will look back over this entire (unnecessarily prolonged) thread you will note that the question initially asked relates to proceedings in a board, and every one of my responses was directed to this factual setting.  I have constantly been referring to an assembly the size of an average subordinate board, and many times direct responses to what I have posted have been flat-out wrong because they do not say anything at all about their being addressed to a materially different factual situation.

On 4/26/2024 at 7:12 AM, J. J. said:

I am now wondering if the single room or area is the actual standard.

It is as far as RONR is concerned.  

On 4/25/2024 at 6:04 PM, Guest Zev said:

Greetings:

I have no problem with any of the expert analysis. What bothers me, and perhaps I am overthinking this issue, is the expression "...when a quorum of two-thirds (⅔) is present." Without this expression it appears that the opponents of the impeachment will need to be present as many as possible and make the most vigorous defense of the defendant as possible. But with this expression, they may discover that by staying absent from the proceedings the two-thirds vote becomes irrelevant because they can cause the two-third attendance to not take place. And the absent members that favor the impeachment are kicking themselves for having other business on that day because they would have made the quorum the required two-thirds. Have I missed something?

If you interpret the bylaws as requiring a vote of two-thirds of the members, as I did in my response, it becomes clear why a quorum of two-thirds of the members is required, but I appear to be in the minority as to the proper interpretation of the bylaws in this respect.

On 4/24/2024 at 7:13 PM, J. J. said:

Yet, even in a single room, the "opportunity for simultaneous aural communication among all participants" may be lacking. 

Well, if the meeting is being held in a single room, that is all that is required to constitute this particular characteristic of a deliberative assembly.

But since you simply refuse to recognize the obvious in connection with what RONR so clearly says in regard to all of this, I see no point in making any further effort to convince you to do so.

On 4/24/2024 at 1:35 PM, J. J. said:

You came up with the definition.  I can see a large area, where not every member can be heard. 

That may well be, but since the assembly is meeting in a single room or area, the assembly is obviously meeting under "conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area".

On 4/24/2024 at 9:40 AM, J. J. said:

Even something in a "single room or area" may not be a deliberative assembly, by this definition. 

Not if you understand the english language.

On 4/24/2024 at 8:55 AM, J. J. said:

The key words are "subordinate board of average size."  That is certainly not the case in all assemblies.  I would not claim that, in a large body, the case where a member may not be heard by all (unless recognized) would change that characteristic of a deliberative assembly. 

I do not disagree.  The test is whether or not the assembly is meeting under "conditions of opportunity for simultaneous aural communication among all participants" as would exist if it were meeting "in a single room or area".

All that is needed is an honest answer to the question as to whether or not such conditions exist.

On 4/24/2024 at 8:11 AM, J. J. said:

I would first note that holding a meeting that is not in person must be authorized in the bylaws.

Second, at some point, the chair will have to take someone off mute.  At that point, if there has been abuse, that member can raise a point of order and appeal if necessary.  I would also note that the same type of abuse could happen at an in person meeting. 

 

 

At an in-person meeting of a subordinate board of average size, whenever a member says something he will be heard. Whether it is or is not in order for him to do so is beside the point.  If this is not true, for any reason, then as far as RONR is concerned the meeting is not a meeting of a deliberative assembly.

On 4/23/2024 at 12:10 PM, 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 ? 

If I were the secretary, i would record the name of the member who actually made the (quite unnecessary) motion to approve the minutes.  No vote should have been taken, but since it was it should be recorded that the motion was approved (or approved as corrected if corrections were made).

On 4/21/2024 at 4:23 PM, Lanie said:

I am admittedly out of my depth here.  But the Secretary has always been responsible for producing the minutes.  The bylaws don't specifically mention the minutes, but nobody has ever argued that he is not responsible for producing them.
 

We were referring to the non-existent duty to publish the minutes within the specified period of time.

On 4/21/2024 at 7:45 AM, J. J. said:

I am not sure why they would need to call two.

If they wished to deal with two separate items of business, they could call the meeting for both of them.  If for some reason they could not, then it would have to be to separate meetings, 

But if it has to be two separate meetings, the question asked is "Could that 15% call two special membership meetings simultaneously or must they only call one and then hold that meeting before calling another?".

I think they certainly do not need to wait for meeting A to be held before calling meeting B (unless, of course, what meeting B will be called for depends in part upon what happens at meeting A), but can they be called simultaneously? 

I see nothing in RONR which addresses this question, and I cannot at the moment think of any reason why this could not be done. One reason to do it might be to save postage.  If so, I would suggest that two separate calls be prepared to be included in one envelope.  Incorporating both calls into a single document is apt to lead to confusion.  If the cost of postage is not an issue, it would be best to mail out separate calls, and I see no reason why this could not be done on the same day.

On 4/20/2024 at 7:40 PM, J. J. said:

If the secretary did not previously agree to perform the duty, I would take it to be out of order?   

Yes, I think that it is not in order to direct an officer to perform a duty which the bylaws place him under no obligation to perform.  

On 4/20/2024 at 3:09 PM, Guest Learner said:

Under what kinds of circumstances would a board consider use of a majority and a minority report?

Under some rather unusual circumstances I would think.  Minority reports are customarily resorted to by members of a committee (see RONR, 12th ed., 51:64-70).