Josh Martin

On 5/3/2024 at 2:12 AM, Guest Chris Guest said:

The wording of a motion made by our governing board: "Motion made by JQB for the Advisory Board's recommendation for the Executive CEO position to be put forward to the voters at the next meeting."  Does this mean that the voters have to make a motion to approve the position OR there is already a motion before the voters and the next step is discussion?

A motion would still need to be made in this matter at the meeting. Presumably, that motion would be made by the reporting member of the Advisory Board, assuming that person is also a member of the parent assembly.

(As Mr. Merritt notes, in the alternative, the chair could "assume" the motion.)

On 5/2/2024 at 8:54 PM, Guest Grace said:

If a bylaw contains several elements, can the rules be suspended for just one of the elements? Or, does suspending the rules apply to the entire bylaw?

Could you provide more specific details of what exactly the rule in question is and what exactly the society desires to accomplish by suspending the rules in this matter?

On 5/3/2024 at 9:42 AM, Guest Reply said:

 His response was that I do not have the authority to request this action from him and that he is not my secretary.

His response is correct. You do not have the authority, as an individual, to order the Secretary to send the minutes to members in advance of the meeting. He is also correct that he is not your Secretary, he is the secretary of the association (and of the board). (Although to be clear, I am not sure you were intending to suggest that he was your secretary.)

The board may, if it wishes, order the Secretary to send the minutes to members in advance of the meeting, but you do not have the authority to do so as an individual.

On 5/3/2024 at 9:42 AM, Guest Reply said:

I am the first elected female president of this HOA and the secretary is not happy with the situation and has made quite a stir - including arguing with me in public, via email, resigning from his committee assignments - all on my 3rd day of being president.  

Well, this is all very unfortunate and certainly at least some of it seems inappropriate (and somewhat childish), but notwithstanding this, the fact remains that the Secretary is correct that the President has no authority to order the Secretary to submit the minutes to the board members in advance of board meetings. Only the board has that authority.

On 5/3/2024 at 9:42 AM, Guest Reply said:

I posted this question to you here to see what other avenues I may have to elicit a draft copy of the meeting minutes before the next meeting.  I see that RONR does not anticipate that a Board member (secretary) would obstruct the business of the Board, and that we may have to adopt rules to handle this situation.

While I agree that "RONR does not anticipate that a Board member (secretary) would obstruct the business of the Board,"* I would respectfully disagree with the characterization of the Secretary's response to this particular request as obstructing the business of the board. I must reiterate again that no rule in RONR requires the Secretary to send a copy of the draft minutes to members in advance of meetings. This is the practice in some boards, and certainly the board may adopt such rules if it chooses to do so. But in the absence of such rules, I would not characterize the Secretary's decision to wait to submit the draft minutes to the board members until the next regular board meeting as obstructing the business of the board.

Now, if the board does adopt a motion requiring the Secretary to submit the draft minutes in advance and the Secretary still refuses to do so, then I think that could reasonably be described as obstructing the business of the board.

(Based upon the general description of the Secretary's behavior, it may well be that the Secretary is obstructing the business of the board in other areas, but that is a separate matter.)

* Or more specifically, I would say that RONR anticipates such obstruction to be the exception rather than the rule. To the extent that the Secretary does obstruct the business of the board, RONR discusses responses to such behavior in RONR (12th ed.) Ch. XX, although it may well be that your organization's bylaws have their own rules on that subject. In any event, those matters would be addressed by the board (or possibly even by the full association), not by the President as an individual.

On 5/2/2024 at 9:44 PM, John Wilford said:

Here is what I can't find: if a motion or rules of a society require action to be taken within x number of days, how are those calculated?

RONR has no direct answer to this question, although I think generally they would be counted in the reverse of what RONR says pertaining to notice.

On 5/2/2024 at 9:44 PM, John Wilford said:

At first, it would appear obvious, but thinking about it, I'm not sure it is. Taking guidance from above. All days, excluding the day of the meeting, should include the day of the notice. What are the analogs here? Is the notice the day of the motion or trigger to the rule, and the meeting is the action? In that case, it would seem if the rule said 30 days, you would include the day of the triggering action, go out 30 days, and if you did it on the 31st day, then you would be safe because you don't count that one. Is it the other way, such that the day of the triggering event is the meeting, so you don't count that one, but you have to do it on the 30th day? Or do you get one less day for taking action than you do for noticing meetings? Any help or references would be much appreciated.

I don't know that a rule pertaining to providing a notice before a meeting should necessarily be viewed as analogous to a rule requiring action to be taken after some action. I would not view what RONR says pertaining to notice as applicable here.

When you're calling a meeting, the rule in RONR makes sense because you're really counting backwards. The meeting is Day Zero, the day before the meeting is Day One, and so on.

But when a rule requires that you count forwards, then I believe you would count the meeting or triggering action as Day Zero, the day after the meeting or triggering action is Day One, and so on.

So I believe you're overthinking it. I believe your instinct was correct and the answer is indeed "obvious."

On 5/2/2024 at 10:17 PM, John Wilford said:

Completely agree on this point. Unfortunately the situation in the case behind the question is a rule stating "shall be completed within twenty (20) days of taking office" so unfortunately we're unable to use this best practice 😒 and for reasonable motivation on the part of the crafters of the rule as the date of taking office could vary.

In this situation, let us suppose that, just for sake of an example, that the officers took office today (May 3rd). In my view, the rule would be satisfied so long as the action is completed on or before May 23rd.

On 5/2/2024 at 7:12 PM, Guest Marlene Korn said:

As part of an annual meeting/convention of a national society amendments to By-laws/Constitution are to be sent to a Resolutions Committee by a due date.  If the resolution comes in late or with format errors can it be rejected by the Resolutions Committee and returned to the submitter without presenting to the Delegates for vote?  Or does it need to be presented with the recommendation of the committee as rejection?

You will need to review your organization's bylaws governing the Resolutions Committee to determine the answer to this question. And it may well be that the answer to these two different scenarios (late submissions vs. formatting errors) is different.

What RONR says on the subject of the Resolutions Committee can be found in RONR (12th ed.) 59:67-83, but as you will see in those pages, the text is clear that the degree of authority granted to this committee varies from society to society, so you will still need to check your bylaws.

On 5/2/2024 at 7:22 PM, Alicia Connelly said:

I came back to reread the responses to my questions as I am now hearing members of the association telling me that our parliamentary law is nothing more than a guide that we can follow or not.

So if this was a society which had no parliamentary authority at all, they might have something of an argument on this matter.

But your organization has explicitly stated the following in its bylaws:

"Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.”

The text of the rule in the bylaws does not say that the book will be used as "a guide that we can follow or not." It says that "In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply."

So I don't know what more to tell you. These members are simply wrong. You are required to follow this book, because the organization's own bylaws, which the organization adopted, says so. To the extent the organization wishes to deviate from this book in particular matters, there are a number of tools with which to do so, including adopting special rules of order and suspending the rules. I would imagine the procedures for doing so are generally comparable to the procedures for doing so in Robert's Rules of Order. It simply is not correct that it is "nothing more than a guide that we can follow or not."

While your organization has not adopted RONR, this is what RONR says about adopting a parliamentary authority. I would imagine Mr. McConnell's work says something comparable.

"When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization." RONR (12th ed.) 2:18, emphasis added

If the organization wishes to chuck its parliamentary authority out the window and just make up its own rules from whole cloth, it's free to do so by amending its bylaws to remove the section which provides "Board and Association Meeting Procedure. In matters relating to procedure that are not outlined, the latest copy of Robert’s Rules of Order by Robert McConnell Productions will apply.”

To be clear, I do not advise doing this, and neither does RONR. While Mr. McConnell's work is not my first choice for a parliamentary authority, I would still advise using it over whatever random nonsense your board members come up with. Nonetheless, the organization is free to do this if it wishes.

"The usual and preferable method by which an ordinary society now provides itself with suitable rules of order is therefore to place in its bylaws a provision prescribing that the current edition of a specified and generally accepted manual of parliamentary law shall be the organization's parliamentary authority, and then to adopt only such special rules of order as it finds needed to supplement or modify rules contained in that manual." RONR (12th ed.) 2:15

"Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority." RONR (12th ed.) 2:19

Now, with all that said, if all or most of the association's members simply choose not to use the parliamentary authority, I don't know that anyone can stop them. An organization is generally responsible for following its own rules. There are no "Parli Pro Police."

On 5/2/2024 at 7:22 PM, Alicia Connelly said:

I noticed this last line about adopting special rules. I want to make sure I understand this completely (I will also compare with the McConnell book since that is our parliamentary law currently). We are an HOA, while board meetings are required by our bylaws to be open to members, we have no voting rights at board meetings, just through written ballot, and voting at the annual or a special meeting of members. Our bylaws are amended by a vote of the membership of the Association, not the board. When it comes to meeting procedure and special rules of order, you are saying that the members of the association still need to approve them and not just the board? We were interpreting that differently. However, we do have rules for meetings in our bylaws that in order to change would require a vote of the membership, so it does make sense.

Well, I may have been a bit hasty in this statement for a few reasons. But as a general matter, yes, it is correct that a board which is subordinate to a larger organization cannot adopt special rules of order which conflict with the parliamentary authority, and certainly cannot adopt special rules of order which chuck the parliamentary authority out the window altogether and replace them with something else, as I think the rules your board has proposed seem to do.

In the ordinary case, if a board wishes to adopt special rules of order which conflict with the parliamentary authority, the proper course of action is for the board to 1.) recommend to the membership to adopt the rule in question or 2.) request that the membership grant the board the authority to adopt special rules of order which conflict with the parliamentary authority, at least for purposes of adopting rules governing the proceedings of board meetings.

"The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." RONR (12th ed.) 49:15

But I think there are two important caveats to this statement.

1.) It may well be that your organization's bylaws or applicable law grant your board greater authority in this matter. Indeed, my general experience (and this is not legal advice) is that state law quite often grants very expansive authority to HOA boards, and very restricted authority to the HOA's membership.

2.) The rule cited above is found in Robert's Rules of Order Newly Revised in Brief, not Robert's Rules of Order Simplified and Applied. Further, it is a fairly advanced and specific rule. I cannot say with confidence that a similar rule exists in Mr. McConnell's book. (I am inclined to guess that the book does not address this question one way or the other.)

So it may well be that, notwithstanding the general practice, your board is authorized to adopt special rules of order which conflict with the parliamentary authority (but not with the society's other rules), at least with respect to the conduct of business in board meetings. I am still extremely skeptical that the board may choose to substitute the parliamentary authority in its entirety with rules of its own devising, as that would seem to me to conflict with the bylaws themselves. In any event, it continues to be my view that doing so would be ill-advised.

On 5/2/2024 at 4:24 PM, Guest Marlene41 said:

The organization’s  bylaws don’t mention election procedures.  In such cases its bylaws defer to Robert’s  Rules. But the president, noting that it’s not mentioned, took it to mean  that it’s not forbidden & claimed he had the right to send the nominees out of the meeting. He was obviously ignorant of the fact that they have the right to attend  meetings.

Well, the President is wrong on this on two counts.

For starters, as Mr. Katz notes, even assuming there was no rule on this matter, this would be up to the assembly to decide, not the President acting alone.

But the President is also mistaken when he says this is "not mentioned." RONR is actually very explicit on this subject. Members cannot be deprived of their individual, basic rights of membership, unless 1) the member's rights are under disciplinary suspension or 2) due to a specific provision in the bylaws.

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings. Some organized societies define additional classes of “membership” that do not entail all of these rights. Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified. Such members are also described as “voting members” when it is necessary to make a distinction." RONR (12th ed.) 1:4

"Members in good standing are those whose rights as members of the assembly are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws. A member may thus be in good standing even if in arrears in payment of dues (see 45:1, 56:19). If only some of an individual's rights as a member of the assembly are under suspension (for example, the rights to make motions and speak in debate), other rights of assembly membership may still be exercised (for example, the rights to attend meetings and vote)." RONR (12th ed.) 1:13n3

So if the organization wanted to continue this practice (although I gather that the organization does not want that), it would need to amend its bylaws to provide for it. Unless and until the bylaws are amended, even the assembly itself (let alone the President acting alone) does not have the authority to order these members removed from the meeting.

On 5/2/2024 at 3:35 PM, Oezuwn said:

Mr. Katz,    The majority of the association, who are non-grillers, are concerned about live flames from their griller neighbors, accidentally setting nearby bushes, clapboards & dried needles/acorns on fire.  Our back decks are shared decks & walls.  They’re not interested in punishing grillers for their crime of enjoying barbecues.  The non-grillers just want to maintain their choice of safety    from being put in the hands of their griller neighbors.  If the National Fire Protection Association has made codes to follow, it’s b/c enough of fires have occurred in these settings & yet, in RI, it’s still not mandatory.  However, there are some other options, yes.

Well, if the majority of the association is so concerned about these issues, then I would suggest they show up to the meetings so they can outvote the "grillers," and then that should settle that.

On 5/2/2024 at 4:35 PM, Guest Joe_M_K said:

Hello, in one of my clubs, I am the president and two other officers are wanting to remove me from office by accusing me of compliant/violation/misconduct. If the procedure is to have a juror comprised of officers to vote on the outcome. Can the officers who accused me of the compliant/violation/misconduct be allowed to vote on the outcome?

For starters, do your bylaws have their own rules on how to handle disciplinary procedures? You say that "the procedure is to have a juror comprised of officers to vote on the outcome." Is this found in your bylaws?

What exactly do those rules say on this matter?

On 5/2/2024 at 4:35 PM, Guest Joe_M_K said:

I don't think so but want to see if there is something specific to Robert's Rules of Order that states these officers cannot participate in the vote for removal since they are the party bring the compliant/violation/misconduct.

If your bylaws have their own rules on these procedures, then what RONR says on this subject is irrelevant, because your bylaws take precedence. Generally, if you are following the procedures in your bylaws, I would say that all members have the right to vote, unless the bylaws provide otherwise.

RONR does have the following rule:

"No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances." RONR (12th ed.) 45:4

I do not think the fact that a person has brought the initial complaint regarding alleged misconduct, in and of itself, constitutes a "direct personal or pecuniary interest not common to other members of the organization." It is conceivable that there may be other circumstances involved here which may constitute such an interest. In any event, the officers would ultimately make that judgment for themselves. The members would ultimately retain the right to vote.

If your bylaws do not have their own rules on these procedures, then the procedures will vary depending on what the bylaws say concerning the term of office.

"Except as the bylaws may provide otherwise, any regularly elected officer of a permanent society can be removed from office by the society's assembly as follows:

• If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of this incidental main motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined in 10:44) has been given, or (c) a vote of a majority of the entire membership—any one of which will suffice. A motion to remove an officer from office is a question of privilege (19) affecting the organization of the assembly, and so also is the filling of any vacancy created by the adoption of such a motion.

• If, however, the bylaws provide that officers shall serve only a fixed term, such as “for two years” (which is not a recommended wording; see 56:28), or if they provide that officers shall serve “for __ years and until their successors are elected,” an officer can be removed from office only for cause—that is, neglect of duty in office or misconduct—in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held." RONR (12th ed.) 62:16

If a formal trial is not required, all members are free to vote on this matter, even the accused (although the accused should not do so, due to the personal interest rule noted above).

If a formal trial is required, it should first be noted that the organization is getting ahead of itself, as there are other steps before getting to that point. (Section 63 of RONR should be read in its entirety before commencing formal disciplinary procedures.)

When the formal trial arrives, however, the trial would either be held before the club in its entirety, or before a trial committee appointed by the club for this purpose. If the trial is held before the full club, all members of the club may vote (except the accused, who must leave the hall during consideration of the question of guilt and the penalty). If the trial is held before a trial committee, all members of the trial committee may vote. Certainly, the assembly would likely wish to appoint persons who can be trusted to exercise fair judgment in this matter to the committee.

There is no rule in RONR providing that the "accusers" are not permitted to vote. Indeed, RONR does not discuss an "accuser" at all, and it must be noted that under RONR, no individual person has the right to prefer charges - only the society itself may do so.

On 5/2/2024 at 1:36 PM, Tuttles52 said:

Our club is holding their elections with voting being done electronically via our website.  There are two candidates for the office of President.  Voting has begun.  

Once a vote has been cast, can a member request their vote be changed to a different candidate?   Our current Bylaws don't address changing a vote.  

Is there a specific rule that addresses changing one's vote?

The rule which seems most applicable to this situation is as follows, which appears in the context of a vote by mail (there are also rules pertaining to changing votes cast during a meeting, but those seem less applicable here):

"If the vote is to be secret, an inner return envelope—with a space for the voter's signature placed on its face instead of on the ballot—should be sent to the voter with the ballot, in addition to the self-addressed outer return envelope described above. The ballot sent to the voter should be prefolded a sufficient number of times so that—when returned marked and refolded in the same manner and sealed in the inner envelope—there will be no chance of accidental observance of the member's vote by the teller who removes the ballot from the inner envelope. The person designated as addressee for the returned ballots holds them in the outer envelopes for delivery, unopened, at the meeting of the tellers where the votes are to be counted. At that meeting all inner envelopes are first removed from the outer envelopes. In the procedure by which the tellers remove the ballots from the inner envelopes, each envelope and ballot is handled in the following manner: (1) the signature on the envelope is checked against the list of qualified voters; (2) the voter is checked off on the list as having voted; and (3) the envelope is opened and the ballot is removed and placed, still folded, into a receptacle. When all inner envelopes have thus been processed, the ballots are taken from the receptacle and the votes are counted.

In order to ensure the accuracy and the secrecy of such a vote by mail, special care should be taken in all phases of handling the ballots. The chairman of tellers or other person responsible must be able to certify the results from both of these standpoints. Should the recipient of the ballots receive two evidently sent in by the same voter, the above procedure permits the voter to be contacted for a determination of which is the voter's true vote and, if both are, which (the most recent) is to be counted. As with respect to nonsecret ballots, e-mail and other means of electronic communication may be able to be tailored to comply with the above requirements for secret mail balloting." RONR (12th ed.) 45:61

But how exactly this will apply to a vote taken by electronic voting will, I imagine, depend on the features of the technology used.

On 5/2/2024 at 2:24 PM, Gary Novosielski said:

With a secret ballot it's not possible, since it cannot be determined how the member originally voted, or even to identify his particular ballot.

Well, not necessarily. It depends, as you have said, on the technology used.

RONR does permit changing a vote in a vote by mail - assuming the organization follows RONR's advice and uses the "double envelope" method and does not open the inner envelopes until the vote has closed.

I do not have the slightest idea whether the technology utilized by the organization is configured in such a way that a member could change his vote.

On 5/2/2024 at 2:46 PM, Tuttles52 said:

Voters must log into the site using their membership number so are blocked form voting a second time.
The only way the vote can be changed is if the individual that is handling the voting, allows it. 
Is that permissible by Roberts Rules?

It's permissible by Robert's Rules, yes. The real question is whether it is possible as a practical matter under the technology used by your organization.

Is it possible to "remove" the original vote cast by the voter and permit the voter to cast a new vote? If so, then the member can change his vote. If not, then he can't.

On 5/2/2024 at 12:02 PM, dale B said:

In a large organization with over 1000 members it is not likely you can get 2/3. I believe in early 2000, there was something about 2/3 member present and 30 day notice?

Perhaps you could provide some additional context concerning what you are talking about. You say "In a large organization with over 1000 members it is not likely you can get 2/3."

To the extent you are saying it is not likely you can get 2/3 of the full 1,000 members, this sounds likely to be accurate, but why does this question arise? Does your organization require 2/3 of the entire membership to attend meetings in order to have a quorum? Does your organization require a vote of 2/3 of the entire membership? 

Please describe more specifically what exactly the situation is and what exactly your organization's rules say on this subject.

On 5/2/2024 at 1:14 PM, Guest Marlene said:

At a 2023 meeting to elect officers of an organization, the president asked each nominee to describe their qualifications & why they sought  that office. After all spoke, he then required all nominees to leave the room so members attend the meeting could discuss them. The nominees returned after the discussion, and the vote was held - they were able to vote. The president intends to follow that procedure this year.  

This was not a case of multiple applicants for a job & a board discussing and deciding successful applicant, but an election of officers, where all members vote - including nominees.  Asking nominees to leave the room seems unethical, at the least, but I don't know where or how in Roberts Rules this would be covered.

The nominees, if they are members of the assembly electing the officers, have the right to remain in the room for the discussion, unless the organization's bylaws provide otherwise.

On 5/1/2024 at 7:37 PM, Sophie Anne said:

Our bylaws state re: the creation of standing committees: "Such other committees, standing or special, shall be appointed by the President as the Chapter may authorize or as the National Society or the State Organization may require." I take this to mean that the members of our chapter must approve our committees by way of a majority vote at a chapter meeting, for example. The president can't create committees on her own merely by appointing members.

I agree with your interpretation. It seems to me that your rules provide that the Chapter may create additional standing or special committees and, when the Chapter has done so, the President appoints the members of the committee. It does not appear to me that the rule in question authorizes the President, acting alone, to create additional committees.

On 5/1/2024 at 7:37 PM, Sophie Anne said:

After reading through some minutes from past meetings (written before I became a member), I found that, in the president's report to the chapter in a past meeting, a new Bylaws Committee (not a standing committee in our bylaws) had been appointed (presumably by the president?). There was no motion made or approval of the committee at the chapter meeting.

Does this mean that this is not a legitimate committee?

Yes, this seems correct to me.

On 5/1/2024 at 7:37 PM, Sophie Anne said:

If so, what are the practical implications of this? This committee has done nothing since it was appointed many months ago, as far as I can see.

Assuming the "committee" continues to do nothing, I suppose there are no practical implications.

On 5/1/2024 at 7:37 PM, Sophie Anne said:

What are our options? Ignore this "committee?" Create a new one via a proper motion at a chapter meeting, if we decide we need one at all?

Yes, I think you have summed up your options correctly.

On 5/1/2024 at 8:38 PM, Sophie Anne said:

So, if we decide to keep this committee, what should we do? 

Adopt a motion to create a Bylaws Committee, and specify what the committee is tasked with.

On 5/1/2024 at 8:38 PM, Sophie Anne said:

And if we decide we don't really need this committee, then what?

I mean, you could probably just do nothing, since they're not doing anything anyway. But if you wanted to be official about it, you could inform the members of the committee (and the President, if it's still the same President) that this committee was not properly created, and they are not a committee of the organization.

On 5/2/2024 at 10:21 AM, Guest Please guide me! said:

"A resolution introduced at a [governing body] meeting will be placed on the agenda as a regular item subject to debate and voting at the next regular meeting, allowing delegates the opportunity to review and confer with members in advance of voting. A resolution can be made a regular item on the agenda of the same meeting at which it has been introduced if a motion to do so is approved by a two-thirds majority of the delegates voting. Such a motion will not be subject to debate.”

Does this mean that at this special meeting, which was called specifically to vote on this resolution, we will still have to first vote to add the resolution to the agenda, before discussing and voting on it?

I would like to see what your bylaws say on the subject of special meetings, but based upon the facts provided at this time, I am inclined to agree with Mr. Novosielski that this rule is quite likely only applicable to regular meetings. In any event, it is ultimately up to your organization to interpret its own bylaws.

On 5/2/2024 at 10:21 AM, Guest Please guide me! said:

Is there something in robert’s rules that speaks to this?

There is nothing in RONR that will specifically tell you what a rule your organization has adopted means, but RONR provides some general guidance on the subject of interpreting bylaws in RONR (12th ed.) 56:68.

On 5/2/2024 at 8:55 AM, Oezuwn said:

Doesn’t engagement in this behavior fall under “Wrongful Acts” by the Board, if Board grillers are successful?

I don't know. Where are you getting this terminology from? Applicable law? If so, that sounds like a question for an attorney.

On 5/2/2024 at 8:55 AM, Oezuwn said:

Isn’t this new change, something that this Board can vote on, with majority winning prohibition of grills & impose the new change on the association without association owners’ involvement?

As a matter of parliamentary law, the board only has the authority granted to it by the bylaws, and the association may overturn the board's decisions if it wishes.

"A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it.

The amount of regular power delegated to an executive board under the bylaws varies considerably from one organization to another. If the society as a whole usually meets less often than within quarterly time intervals (9:7), or if its main purpose is other than to transact business, the entire administrative authority of the society is best left to the board between the society's meetings. Usually in organizations meeting monthly or oftener, and sometimes in those meeting quarterly, the board is not given so much power, since the society can attend to much of its business at its regular meetings. (For appropriate wordings for the governing provision in the bylaws in each of these two cases, see 56:43, 56:64(2).)

In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9). Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35). It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business." RONR (12th ed.) 49:5-7

Since this is some sort of homeowners association, it seems very possible that there is something in applicable law granting more expansive powers to the board and restricting the powers of the association's membership, but that is a question for an attorney. There may also be something to that effect in the bylaws.

On 5/2/2024 at 8:55 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.

If you are in the majority on the board, then it seems you'll win the vote on the board.

But if you are in the minority in the full association, then it seems you'll lose the vote in the full association.

On 5/2/2024 at 10:39 AM, Dan Honemann said:

Majority rules.

Well, yes, but what I understand to be the situation is that the majority of the board and the majority of the association (or at least the majority of the association's members that show up to meetings) may be at odds in this matter.

On 5/2/2024 at 10:48 AM, Oezuwn said:

Thank you.  More specifically, we (the Board Members) would be voting on the Board about a requirement that our new insurance company imposes on their clients (our condo association).  I want to know if we must follow their requirements being that no grills be used on decks/patios?  We’re paying the insurance co. $70,000/per year, now & it looks like the grillers (2 out of 5 Board members) just want to keep grilling & ignore our new insurers requirements.  

Grilling and insurance policies are not topics covered in Robert's Rules of Order. This sounds like a question for an attorney or an insurance agent.

As a parliamentary matter, your organization is free to keep grilling (or not grilling) as it pleases. Whether it's a good idea isn't RONR's problem. RONR is about the process of making decisions. The merits of the decisions themselves are up to the assembly to determine by vote.

On 5/2/2024 at 10:48 AM, Oezuwn said:

If we vote on the Board, the majority wins & we’d be following the recommendations of the new insurance company.  Wouldn’t that be the proper way of handling this?  In our 40 year old condo docs, there is no mention of grills so this is a first.

I can't speak to the degree of authority granted to your board under applicable law and your bylaws.

What RONR says on this subject is found in RONR (12th ed.) 49:5-7.

On 5/2/2024 at 11:48 AM, Oezuwn said:

I just want to know what the legal remedy, in this state, is whichever way it falls & then enforce it. this is after 6 months of the Board's intensive research, investigation & interviewing of Fire Marshalls/Officials advice, another quagmire.  All this is nothing new in RI.  Thank you.

I do not have the slightest idea what the legal remedy is. This is a forum for questions about Robert's Rules of Order. If you have questions concerning applicable law, you should consult an attorney.

On 4/22/2024 at 6:43 PM, Oezuwn said:

At a Special Meeting, do the Board Members vote on issues at the meeting?

On 5/2/2024 at 10:50 AM, Oezuwn said:

A Special Meeting of the condo association.

Since I understand that this is a meeting of the association, all members of the association may vote. That would include (but not be limited to) the board members, assuming the board members are members of the association.

On 4/22/2024 at 6:43 PM, Oezuwn said:

 Does the President, who’s presiding, refrain from voting unless there’s a tie from the owners/members?

It's slightly more complicated. The President refrains from voting unless the President's vote would affect the result - which could include, but is not necessarily limited to, a tie vote. I will assume that only a majority vote is required for this motion.

If the vote is tied, and the President wishes to vote in favor, the President may vote. There would be no need for the President to vote against the motion, because a tie vote defeats a motion.

On the other hand, if there is a bare majority (18 votes to 17 votes, for example), the President could vote in the negative to create a tie and defeat the motion.

The President may also vote along with other members if the vote is taken by ballot. The reason the President waits is in order to maintain the appearance of impartiality. In a secret ballot, that's not a concern.

On 5/2/2024 at 10:50 AM, Oezuwn said:

Ours is apathetic so the majority of those that will attend will be the grillers who want to keep their grills no matter what.

Democracy is, in grilling and other matters, determined by those who show up.

On 5/2/2024 at 10:58 AM, Oezuwn said:

How would the presiding president know whether to vote or not until the end when all votes are tallied?  She would have to wait till the end, right, either simply add her vote like everyone else in the room or wait to the end of tallying the votes & then add her vote?  If she votes at the beginning or while the votes are in process & the count (with her vote) is tied, then, I understand that the motion would fail. What do you advise the president to do?  Wait till the end to vote or it doesn’t matter?

If the vote is not taken by ballot, the President would wait until the end, and would then vote only if the President's vote would affect the result.

If the vote is taken by ballot, the President would vote along with everyone else.

On 5/2/2024 at 11:34 AM, Guest RLL said:

Yes, each part was discussed separately and each part was voted on separately.

Thank you.

On 5/2/2024 at 11:34 AM, Guest RLL said:

The Board asked to postpone the vote on item #2 because they first wanted to hear an update on the program that was actually scheduled later on the agenda. A motion was made, seconded and approved. 

We have a board member saying it was inappropriate to allow the presentation to happen before the vote.  But a motion was made, seconded and approved for the presentation to happen. 

There was discussion/debate after the presentation and before the actual vote.

Do you see any problems with this?

No, I do not see any problems with this.

On 5/1/2024 at 11:00 PM, Guest Sally said:

So it sounds like the members are going for a motion to ratify not a motion to amend. The original motion did not vote on the design, but it did specify the finances and fundraising.

Implement the ‘Church Building Expansion Project’, estimated cost
$xxx. Raise the needed funds for the project by collecting $xxx in
donations from the congregation and issuing $xxx in church bonds.

And the finances and fundraising has changed since then. Donations exceeded the specified amount in the original motion (though not enough to fund the whole thing). And church bonds were never issued and the building team pivoted away from church bonds and are looking at other solutions, like member loans. 

...

Is the motion to ratify correct? 

The motion to "ratify" would be used if the organization's board, officers, or staff have already taken actions exceeding what was authorized in the original motion. The motion to "ratify" is backward looking, not forward looking.

"The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include:
• action improperly taken at a regular or properly called meeting at which no quorum was present (40:6–10);
• action taken at a special meeting with regard to business not mentioned in the call of that meeting (9:15–16);
• action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting, such as by approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized;
• action taken by a local unit that requires approval of the state or national organization; or
• action taken by a state or national society subject to approval by its constituent units." RONR (12th ed.) 10:54

If no action has yet been taken exceeding what was authorized in the original motion, but the organization wishes to do so, then the motion to Amend Something Previously Adopted should be used.

I would also note that it's not necessarily "either/or." Depending on the specific facts and circumstances, it may well be appropriate to adopt a motion to Ratify with respect to actions already carried out exceeding what was authorized in the original motion, and to amend the motion in order to properly authorize further actions.

On 5/1/2024 at 11:00 PM, Guest Sally said:

There is a claim that is driving this that the "current" building project should be considered a "fresh project", separate and different from the building project voted on in the original motion many years ago. It's unclear on what grounds it should be considered a "new" project - but maybe something to do with the design and the fundraising/finances and the change in needs that are being addressed since the original motion. 

Well, I don't know (or care) whether this should be described as a "fresh project" or not, but it seems you have said yourself that the details of the current project are no longer the same as what was authorized in the original motion. Those changes must be authorized by the assembly.

On 5/1/2024 at 10:31 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?

Do your organization's rules, or some motion adopted by the board, require the Secretary to do this?

If not, I would imagine the first step for this is to adopt such rules, if that is what the organization wants. The Secretary is free to wait until the next board meeting to present the minutes for review, so far as RONR is concerned.

On 5/1/2024 at 10:31 AM, Guest CynthiaO said:

What rights as President do I have?  

None (or at least, no more rights than any other board member). As President, you have no authority as an individual to issue orders to other officers, unless your organization's rules so provide.

Any action in this matter will quite likely need to be taken by the board as a whole, not by the President acting alone.

On 4/30/2024 at 3:24 PM, Guest Cally88 said:

I have a quesitons regarding motions during meetings.  My particular organizations holds general membership monthly meetings once a month. The tricky part is we hold a morning session and an evening session.  The vote that takes place is combined to make quorum.  Recently an attempt was made to make a motion for a vote at the meeting and it was denied. I have trying to find where this would be captured in the Roberts Rule of Order.

What you describe is not captured anywhere in Robert's Rules of Order. The rules in RONR assume that a meeting consists of a single group of members all meeting at the same time, not two different groups of members meeting at different times. As such, I am doubtful that RONR will be of much assistance in this matter, and you will instead need to refer to your organization's customized rules describing how this all works. If your organization has failed to adopt any rules describing how this works, it may need to adopt some.

On 5/1/2024 at 2:16 PM, Guest Tracey said:

The question really is - once it's on the agenda, does it HAVE TO remain there, by parliamentarian rules, until it's dealt with and completed. Or can it appear once, have discussion or whatever, then not appear again until action is ready to be taken. 

There is no "one size fits all" answer to this question.

I will say that the item does not "have to" remain on the agenda. Whether the item will, in a particular case, remain on the agenda depends on the particular facts and circumstances of a given situation.

On 5/1/2024 at 2:16 PM, Guest Tracey said:

As an example - an agenda item might be added 'job description for the executive director to be revised'. It would be agreed that action would be taken, investigation and research to be done to make this happen, but it might be months before the revised job description would be ready for a motion to approve. Does that item need to stay on the agenda every month until it's ready for a motion, or can it be happening behind the scenes and not be on the agenda in the meantime? 

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. 

From the facts presented, it would seem to me that the matter should be referred to a committee to conduct the "investigation and research" on this matter. If this is done, the item will indeed be handled "behind the scenes" until the committee is prepared to report.

On 5/1/2024 at 1:02 PM, Guest Sara Domínguez said:

A few people missed our most recent meeting because our corporation didn’t properly notify a few people that it would be occurring. A vote was also taken. Today the chairperson called me saying that we need our vote for the record. Is this within RONR to vote outside of a meeting?  

RONR does not permit votes to be taken outside of a meeting. Such votes are not permitted unless authorized by your bylaws or applicable law.

Further, as I understand the facts, what the chairman is suggesting in this instance is to add these votes to a vote which has already occurred at a meeting. This is highly unusual and RONR would strongly recommend against an organization authorizing such a practice in its rules.

On 4/30/2024 at 8:47 PM, Guest Catherine Lavender said:

I chair a committee of the Faculty Senate at a College that is part of a University. I was ordered by the Provost, who is the chief academic officer of the College and so my (penultimate) work supervisor. He is a member of the Faculty Senate, but not an officer of the Faculty Senate (he is not eligible to be so in our bylaws). 

Thank you for these additional facts.

The Provost has no authority to order you or your committee to do anything, unless your organization's rules so provide.

The Faculty Senate may, if it wishes, issue instructions to the committee in this matter. In the absence of such instructions, the committee itself would such decisions, and is free to meet in any manner authorized under the organization's rules.

On 4/30/2024 at 8:47 PM, Guest Catherine Lavender said:

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

It is helpful to read that the committee itself makes the determination subject to any instructions from the Senate of which it is a committee. The leadership of the Senate has not yet taken a position on the issue and has instead queried the chairs of the committees on their position. 

Based on these facts, at the present time, each committee is free to decide for itself whether to meet in person or online.

On 4/30/2024 at 1:28 PM, Gary Novosielski said:

Perhaps, but I agree with @Atul Kapur that when separate balloting is done, the results are announced before the election for the subsequent office takes place.

If your goal is to save time, why not use one combination ballot?

The OP has already stated the answer to this question is that "the reason we don't use a single ballot is to eliminate confusion. Unfortunately, the delegates will get confused over which position they're voting for if we do one ballot. We have a lot of experience in this area."

On 4/30/2024 at 7:38 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)?

For starters, it must be noted that committees may only meet in person, unless authorized to hold online meetings by the bylaws (in the case of a committee established in the bylaws) or "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".

But even supposing this committee is authorized to hold meetings online, the chair does not have the authority to make such decisions unilaterally. These decisions would be made by the committee, subject to any instructions from the parent assembly in this matter.

On 4/30/2024 at 7:38 AM, Guest Catherine Lavender said:

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?

As noted above, there is a threshold matter as to whether the committee is authorized to meet online at all. You do say "this is also permissible in our governance," so I understand you to mean that the organization's rules authorize this committee to meet online.

But setting that issue aside, I don't think I can answer this question without knowing who issued the "order" in this matter. I think it is certainly the case that you as chair, acting alone, do not have the authority to determine the manner in which the committee meets, unless your rules so provide, and there is no section in RONR granting you such authority.

Your belief that you, as chair, "am responsible for convening the meetings and setting the agenda and that this would include where, when, and in what mode we meet" is incorrect with respect to RONR. Under RONR, the committee chair is granted the authority to convene the initial meeting of the committee (and subsequent meetings, if the committee has not established subsequent meetings itself). (Although even this authority is not absolute.) RONR does not grant the chair to determine the manner in which the committee meets or to set the agenda. It may well be that your organization's own rules grant additional authority to committee chairs, but I have no way of knowing what your organization's rules say on this matter.

Rather, to the extent the committee has the option to meet in person or online, the committee itself would make that determination, subject to any instructions on this matter from the committee's parent assembly.

So who exactly is it that "ordered" the committee to meet in person?