Dan Honemann

Perhaps of even greater concern is the fact that he left last Friday and hasn't gotten here yet.

Well, I guess your association wasn't bothered much by RONR's caution (on p. 423, 11th ed.) that "An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees." Following up on your hypothetical, suppose five homeowners properly submit a declaration of candidacy form prior to the election, and then three persons are nominated at the annual meeting. Suppose further that each of the five homeowners who submitted a declaration of candidacy form receive 30 votes, and each of the persons nominated at the meeting receive 1 vote. There are seven open positions on the board to be filled. Do your rules make any provision for somehow determining, without repeated balloting, which two of the three candidates receiving 1 vote will be declared to be elected?

Yes, that makes a lot of sense to me, Thank you.

Yes; it's on page 19 of RONR (11th ed.).

My best guess is that Robert J. will eventually disclose that the bylaws provide for election by plurality vote, and that a ballot vote is required even if the number of nominees is the same as, or less than, the number of board positions to be filled.

If we assume that this organization has adopted RONR as its parliamentary authority, it appears that the rule (on p. 468, ll. 4-8) requiring previous notice of the election to fill the vacancy in the office of Treasurer was not complied with, and that a point of order concerning this breach of the rules may be raised at any time so long as the newly elected Treasurer (I'll call him Mr. X, not Don Jr.) remains in office. However, my own view of this is that Mr. X is the Treasurer until such time as the Board determines that he was not validly elected, and that even if the board eventually determines (following the procedures outlined in Sections 23 & 24) that his election is null and void, any actions taken by him in his capacity as Treasurer before the board makes such a determination will remain as actions validly taken. Unfortunately, I cannot point to anything in RONR which clearly supports this view.

This is a part of all of this that I don't understand. In your initial post, you say that the election of directors is held at your HOA's Annual Meeting, and that nominations for positions on the board can be made from the floor at the Annual Meeting. Are you saying that, when you posted what I have quoted above, your Annual Meeting was, in fact in progress? If so, I don't understand exactly what is meant by your statement that, "Once the votes of a quorum of Homeowners is received and the votes are counted, it would be up to the Inspectors of Election appointed by the current HOA Board to decide based on their knowledge of the HOA's bylaws, RONR and State law what will be the outcome." As previously noted, the question you originally asked is answered by what is said in RONR (11th ed.) on page 444, lines 18-27, but it appears as if virtually everything else in connection with these elections is governed by your own rules, and not those in RONR.

Look at page 416, lines 27-33, in RONR (11th ed.).

Your organization may have adopted RONR as its parliamentary authority, but it's not doing a very good job of following its advice. As noted in RONR (11th ed.), on page 578: "The article on committees should provide for the establishment of each of the standing committees (50) that it is known will be required. A separate section devoted to each of these committees should give its name, composition, manner of selection, and duties." (Emphasis supplied.) I suppose it's possible to satisfactorily determine a standing committee's assigned function by reference to its name alone, but I'm inclined to doubt it. Or perhaps, after reading your bylaws in their entirety, it becomes apparent that these committees are created to perform such functions as the membership's assembly may assign to them from time to time. Makes no sense to me, but stranger things have happened. Presumably your organization has been in existence for some time. What have these committees been doing? Nothing?

With all due respect, Mr. Puffin, I'm afraid that you evidence little, if any, understanding of what you're talking about.

Oh, I agree that the "etc." should have been omitted, but I'm getting tired of looking for perfection. I've already caused enough confusion.

No, I haven't seen them all, which is why I said that as best I can determine there is nothing wrong with them.

As best I can determine, there is nothing wrong with your bylaws as currently written. You've just been failing to obey them.

Yes, I think this is a correct statement. However, what I was indicating in that last sentence of the first paragraph of my initial response was that, depending upon how it was worded, your bylaw provision granting members of your organization who are not members of the board the right to attend board meetings might mean that they are prohibited from exercising any other rights of board membership other than attendance, even if the board wanted to allow them additional rights. However, as I said before, after reading the provision itself, I do not think that this is the case. So I say again, just ignore that last sentence of the first paragraph of my initial response.

Yes, of course the board can request that the nominating committee release its report prior to the annual meeting. So can you. So can I. So what? There is certainly nothing in RONR that prohibits the Nominating Committee from voluntarily releasing its report prior to the annual meeting, but I think it rather clear that, unless the assembly's rules establish some other procedure, the formal report of the Committee must be made at a meeting of the membership, and in this instance that meeting will obviously be the annual meeting at which the election is to be held.

No, not at all. Just strike out the last sentence of the first paragraph of my initial response.

Nothing which you have posted so far indicates that the board can require the Nominating Committee to release its report prior to the Annual Meeting.

Well, I would not interpret this bylaw provision as meaning that members of your organization who are not members of its board are actually prohibited from exercising any rights of board membership other than attendance at board meetings , but in all other respects my answer remains the same.

Very well, then Mr. Brown answered your question quite some time ago when he posted this: "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 think that what everyone has been telling you is that, since your bylaws make no mention of "interim members" of your board, there is no such thing as an interim member of your board. Are you sure that this term is not being used simply to describe board members who have been elected or appointed to fill vacancies on the board occurring between membership meetings?

As I suspect you have gathered from the preceding responses, the answer to both of your questions is "no".

The answer to this question is no, members of your organization who are not members of its board have no right to speak in debate or make presentations during meetings of the board unless your rules specifically provide otherwise. You say that your bylaws provide that members of your organization who are not members of its board have the right to attend board meetings, but this certainly does not confer any greater rights upon them. In fact, depending upon exactly how this bylaw provision is worded, it may well mean that members of your organization who are not members of its board are prohibited from exercising any other rights of board membership (RONR, 11th ed., p. 589, ll. 33-34). As far as the rules in RONR are concerned, a member of an assembly is a person entitled to full participation in its proceedings, that is, the right to attend meetings, to make motions, to speak in debate, and to vote (RONR, 11th ed., p. 3, ll. 1-15). Nonmembers allowed to be present at a meeting have no right to participate in the proceedings in any way (RONR, 11th ed., p. 648, ll. 11-14).

The title of this topic is “HOA Nominating Committee”. We are told that the bylaws state only that: “A nominating committee of three (3) members shall be appointed by the Board of Directors not less than thirty (30) days prior to the annual member’s meeting. The committee shall nominate one person for each director then serving. Other nominations may be made from the floor.” We are assured that no other guidelines for the committee are provided, and the question asked is: “Can all eight candidates be listed on the ballot or only those five nominated by the committee can be listed?” As is so often the case, the question asked was correctly answered in the initial response. “After the committee reports, nominations from the floor are taken. All nominees, both from the committee and from the floor are listed on the ballot.” This response assumes, of course, that the names of any nominees at all are to be listed on the ballot. As so often happens when nominations are permitted to be made from the floor at the meeting at which the election is to be held, the ballot handed out to voters consists of nothing but a blank sheet of paper. Based solely upon what has been posted, it seems clear that the only duty to be performed by the Nominating Committee is to nominate one person for each position on the Board to be filled. That’s all. Nothing which has been posted indicates that it is a duty of the Nominating Committee to prepare a ballot. As a matter of fact, the committee will have submitted its report and will have been automatically discharged before anyone knows who all the nominees will be. Nothing whatsoever has as yet been posted which would indicate that the way in which things have been done in the past, as described here, was proper.

Making a nomination is one thing. Preparing a ballot is something else.

I doubt that I'll ever understand Brooklyn.