Dan Honemann

Assuming Pension Mavin has a penchant for wordiness?

Only if authorized by your bylaws or by order of your general membership, validly adopted. If not so authorized, these decisions have no validity.

A quorum is more than half of your members (assuming you have some means of determining how many there are).

Perhaps it ought to say: "Absentees who are present are not protected by rules protecting absentees, but even absentees who are present cannot consent to suspension of rules protecting absentees (unless there aren’t any, in which event they can).

Nothing you have yet quoted from your bylaws gives your board the right to remove a board member from the board. Based upon what you have quoted, all that the board can do is remove any officer from an office to which he was elected by the board.

Oh, I'll bet Article V makes it rather clear that it is referring to officers elected by the board, but I'm just guessing too. Maybe Guest Ditto can provide us with a bit more information in this connection. Without more information, I cannot imagine why this Board is of the belief that their Bylaws have clearly stated that it has the power to remove a Board member, or why the Property Manager has advised them that we (whoever that is) need to "hold a trial exactly as the Association must do to remove a Board member."

It's up to your organization to determine what your bylaws say, but it appears to me that your board has the power to remove and replace officers from office (I'll bet these officers are elected by your board), and that only your full membership has the power to remove and replace directors (which I bet are elected by the general membership).

I might add that RONR, on page 100, speaks only in terms of "a main motion", but there can be no doubt but that a number of main motions or resolutions can be offered under a single enacting motion. A motion to rescind is a main motion, and there is no reason to believe that a number of such motions cannot be offered under one enacting motion.

It is in order, of course, to move to rescind or amend any bylaw, rule, or policy which was made or created as the result of the adoption of two or more main motions, which is why RONR says that these motions may be applied to anything "which has continuing force and effect and which was made or created at any time or times as the result of the adoption of one or more main motions." (RONR, 11th ed., p. 305, ll. 28-31, emphasis supplied.) I would think that there certainly can be instances in which it would be in order to move to rescind more than one previously adopted rule or policy in a single motion, and in such an event the rules in Section 27 relating to division of the question will apply. Attention will also need to be paid to the extent of previous notice, if any, which has been given. If previous notice has not been given of an intention to rescind all of the rules or policies included in the motion to rescind, the lower voting threshold will not apply.

The answer to your question depends upon exactly what your bylaws say about officers. It is very likely that they list the officers your association is to have in a way which means that those listed are to be the only officers your association is to have. "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited. Thus, where Article IV, Section I of the Sample Bylaws (p. 585) lists certain officers, the election of other officers not named, such as a sergeant-at-arms, is prohibited." (RONR, 11th ed., pp. 589-590)

What is this supposed to be a list of? It certainly is not a correct list of "fundamental principles of parliamentary law" within the meaning of that term as used in RONR.

As previously noted, perhaps the Index might be tidied up a bit, but I don't see any need for changes in the text itself with respect to any of this.

Well, violation of a rule protecting a "basic right of an individual member" may give rise to a continuing breach. Those last few words are important. I agree with Mr. Gerber that there is no need to be overly concerned with exactly what a "basic principle" is. On the two pages immediately following the Introduction is a brief statement of "Principles Underlying Parliamentary Law", which may be regarded as a summary of basic principles, although I don't think it is intended to be anything more than that.

The principle that “only a two-thirds vote can rightfully suppress a main question without allowing free debate” is not a "fundamental principle of parliamentary law" within the meaning of that term as used in RONR, and I would agree that the reference to page 216 in the index under "fundamental principles of parliamentary law" should be deleted.

If we are to assume that the board was, in fact, authorized by the organization to authorize the action taken by the committee in the organization's behalf, I would respond to each of your items a. through d. as follows: a. If the board adopts a motion to ratify the action taken by the committee, then the board, acting in behalf of the association, has validated the action taken by the committee. The board's minutes will reflect its adoption of the motion to ratify. None of this will, in and of itself, require any correction of the committee's minutes. I don't know what other committee documents you are referring to. b. If the board rejects a motion to ratify the action taken by the committee, the organization may or may not be legally bound by the terms of the contract, but this question and the question of personal responsibility of committee members are purely legal matters, and not questions of parliamentary law. The board's minutes will reflect that the motion to ratify was made and defeated. Nothing further need be done to reflect that the committee's action has not been ratified. None of this will, in and of itself, require any correction of the committee's minutes. I don't know what other committee documents you are referring to. c. If a motion is made to ratify the action taken by the committee, a motion to censure the members of the committee is substituted for it, and the motion to censure is adopted, the organization may or may not be legally bound by the terms of the contract, but this question and the question of personal responsibility of committee members are purely legal matters, and not questions of parliamentary law. The board's minutes will reflect that the motion to censure was adopted. Nothing further need be done to reflect that the committee's action has not been ratified. None of this will, in and of itself, require any correction of the committee's minutes. I don't know what other committee documents you are referring to. d. If a motion to ratify the action taken by the committee is amended by adding a clause to censure the members of the committee, and the motion as so amended is adopted, the board's minutes will reflect the adoption of the motion as so amended. Nothing further need be done to reflect that the committee's action has been ratified. None of this will, in and of itself, require any correction of the committee's minutes. I don't know what other committee documents you are referring to. I'm afraid I do not understand what you mean when you say that a motion to ratify is amendable only to the extent that amendments can be made to affect future actions, and that any amendments that are made that would be in conflict with actions already taken (such as entering into a contract as indicated in the example) would be out of order, which leads me to believe that I still have not come to grips with whatever it is that is at the heart of your question.

Okay, this additional information helps, but please bear with me a bit longer. You refer to three entities, a committee, a board, and an organization. The committee appears to be a standing committee of the organization itself, and not a committee of the board. As you know, a board cannot delegate any of its authority unless the organization's governing documents authorize it to do so (pp. 484-485), and cannot ratify any action taken by a committee that it could not have authorized the committee to take (p. 125, ll. 6-8). Are we to assume that the board was, in fact, somehow authorized to authorize the action taken by the committee, but simply had not done so, even although, as you say, the "board's rules state that only the board can enter into contracts"?

Committees, like boards, can take action only at properly called meetings. So how did this committee, during one of its meetings, enter into a contract?

You say that a "committee enters into a contract ... without board approval", and seem to assume that everyone will know exactly what you mean by this. Perhaps others will, but I'm at a total loss.

How about picking out one example, give a reasonable amount of detail, and we can deal with it.

Indeed it is. So we now have Messrs. Hieu H. Huynh and alr tied for first place.

Yes, a change in facts will change the answer. The question, essentially, is whether or not, when the assembly adopted the bylaw provision directing that vacancies occurring during the year shall be filled by the board, it intended to divest itself of authority to fill vacancies if members of the board deliberately prevent the board from performing its duties. I think a reasonable argument can be made that it did not. Actually, the answer is rather clear that it did not intend to divest itself of all authority over the filling of vacancies if its regular meetings are held only once a year, but I gather this is not the case.

Go ahead and do it. You say that your bylaws provide (in relevant part) that: "Any vacancies occurring on the Board of Directors during the year shall be filled for the unexpired term of office by a majority vote of all members of theBoard of Directors at its regular meeting following the creation of such vacancy ..." I think a reasonable argument can be made that your membership did not intend by this provision to fully divest itself of the authority to step in, under the circumstances you describe, and elect someone to fill the vacancy. So just go ahead and do it at the special meeting of your membership that has been (or is being) called for this purpose. A majority of your membership can decide, if necessary, whether or not it has retained the power to do what it is doing (read Sections 23 and 24 in RONR, 11th ed., rather carefully).

With all due respect, I'm afraid that none of this makes any sense to me, other than the first sentence.

As RONR notes, on page 606, "...the delegation is in effect a committee to represent and act at the convention for the constituent society or unit that chose it." I'm inclined to agree, therefore, that if I'm taking Mr. McClintock's multiple-choice exam, I'll choose b. I also agree that nothing in RONR says that a delegation must present a report to its parent body, which means to me that it should report only if called upon to do so, which may occur in a number of different ways.

My resignation is the only change in personnel, although it should be noted that Dan Seabold and Shmuel Gerber are both now full-fledged members of the team