Josh Martin

No. The motion no longer "belongs" to the person who made it. It is now the position of the society as a whole. The person who made the motion cannot unilaterally rescind the motion. As a general matter, however, any member could move to Rescind the motion. That motion requires a second, and in order to be adopted, it requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

I don't know. What "conclusion" are you looking for? If the goal is, for example, disciplinary procedures against the board member in question, check your bylaws to see what they say on this subject, or if they are silent on that subject, see Section 62 of RONR.

It's certainly one way in which to accomplish that. Whether it's the "best" way will depend on the circumstances. It must also be noted that adopting such a motion, in itself, will not delay the vote. It would need to be followed up with a motion to Postpone to a Certain Time, to postpone the motion to the adjourned meeting. In the alternative, if the assembly already has a regular meeting occurring within a quarterly interval (about three months), then the assembly could postpone the motion to the next regular meeting. So ultimately, Postpone to a Certain Time is likely the motion you want if it is desired to delay the main motion to a future meeting. The only question that remains is whether it's desired to postpone it to the next regular meeting (if within a quarterly interval) or whether it is desired to create a new meeting for this purpose. Fix the Time to Which to Adjourn can be used to accomplish the latter.

Oh, I see what you mean. It seems this appears to be in relation to some sort of "public comment" period, likely for HOA members during meetings of the HOA board. In that case, the organization will have to look to its own rules governing this comment period, although generally I am still inclined to think a member's right to speak is not transferable unless the rule so provides.

No, unless your HOA's rules so provide. "Rights in regard to debate are not transferable. Unless the organization has a special rule on the subject, a member cannot yield any unexpired portion of his time to another member, or reserve any portion of his time for a later time—that is, if a member yields the floor before speaking his full ten minutes, he is presumed to have waived his right to the remaining time." RONR (12th ed.) 43:10

I will also add that some additional context about what scenario gives rise to this question would be helpful. If this is about some nomination (let alone election) which has already happened, it's too late to raise a Point of Order concerning this matter, even assuming for the sake of argument that the bylaws prohibit members delinquent in dues from making nominations. I suppose if this is concerning a nomination which has not yet occurred, a Point of Order could be raised concerning this matter when the nomination is made. In the event the point is ruled well taken, presumably some other member who is in good standing will make the nomination.

I think it's a bit ambiguous. On the one hand, the rule says the individual automatically loses "all privileges." On the other hand, the examples provided are "the right to participate in activities and club trips," so that makes it less clear whether "all privileges" is intended to include parliamentary rights like speaking in debate, making motions and nominations, and voting, Ultimately, it will be up to your organization to interpret its own bylaws.

This is much too long of a break for a recess. "A recess, strictly speaking, is a short intermission or break within a meeting that does not end the meeting or destroy its continuity as a single gathering, and after which proceedings are immediately resumed at the point where they were interrupted. During the recess, members may leave the hall or room in which the meeting is being held, but they are expected to remain nearby. A recess frequently has a purpose connected with the business of the meeting itself—such as to count ballots, to permit consultation among members, or the like. (For the motion to Recess, see 20.)" RONR (12th ed.) 8:2 As Mr. Honemann notes, however, the assembly may adjourn to a future date and time, not to exceed the date and time of the next quarterly meeting, and the motion to Fix the Time to Which to Adjourn is used for this purpose.

It seems to me this is a question concerning the meaning of your own bylaws. I concur with Mr. Brown that nothing in RONR requires the Nominating Committee to inform their nominated candidates of persons known to them who are intending to run from the floor (nor does anything in RONR prohibit this). But I think important context for this is that there is also nothing in RONR which requires candidates to notify the Nominating Committee of their intent to run from the floor. Your organization, for whatever reason, does require the Nominating Committee to be notified of persons intending to run from the floor. I suppose your organization will need to interpret its bylaws to determine for what purpose this is required, and what (if anything) the Nominating Committee is supposed to do with this information.

Based upon this additional information, there is no doubt that the chair counts toward the quorum. If there are currently five board members and there are three board members present at a meeting, one of them being the chair, then a quorum is present. For more information concerning misconceptions regarding the chair voting, see FAQ #1.

Okay, I think I understand your position now, and I have no disagreement with this.

Seems pretty straightforward to me. Yes. What is the basis for your statement that "the chair does not vote?" Does the chair choose not to vote, or do your rules actually provide that the chair can't vote except in certain circumstances? Or do your rules provide that the chair is not a member of the board? For starters, RONR provides that under the small board rules, which are generally used in boards with not more than about a dozen members, the chair votes like everyone else. To the extent that a board of five members, for some reason, chooses to not to use the small board rules, the rules pertaining to the chair voting are that the chair does not vote unless the chair's vote would affect the result (such as, for example, to break a tie) or if the vote is taken by ballot. To be clear, the chair still has the right to vote under the rules in RONR, but the chair refrains from voting except in the circumstances described, in order to maintain the appearance of impartiality. Under the circumstances described above, the chair is certainly a full member, and counts toward the quorum. On the other hand, if your bylaws (unwisely) actually provide that the chair cannot vote except in certain circumstances, that may make things more complicated. To the extent a member does not count toward the quorum, however, generally they don't count in either the numerator or the denominator. That is, if it's correct that the chair "doesn't count," you'd actually look at 50% of four members, which would be two members - so you'd still have quorum.

"The motion to Limit or Extend Limits of Debate can limit debate by: (1) reducing the number or length of speeches permitted, without including specific provision for closing debate; or (2) requiring that, at a certain later hour or after debate for a specified length of time, debate shall be closed. It can extend the limits of debate by allowing more and longer speeches than under the regular rules (see 43:8–13). It cannot impose an immediate closing of debate, which requires a different motion—the Previous Question." RONR (12th ed.) 15:2 The motion to Limit or Extend Limits of Debate can be used to limit debate or to extend limits on debate (or both of these in the same motion). In committees, the motion cannot be used to limit debate, but it can still be used to extend limits on debate. For example, it could be used (as illustrated above) to permit a single speech of longer than ten minutes (which is the only limit on debate that still exists in committees under the default rules in RONR). Or in an organization which has adopted its own rules limiting debate in committees (but not permitting the committee itself to limit debate further), the motion could be used to extend those limits, but not to limit debate further.

The text provides "In order that there may be no interference with the assembly's having the benefit of its committees' matured judgment, motions to close or limit debate (15, 16) are not allowed in committees." RONR (12th ed.) 50:25 I'm not aware of any rule prohibiting committees from extending limits on debate.

Yes, a member could speak longer for a single speech, granted by unanimous consent or by a motion to Extend Limits of Debate, which requires a 2/3 vote without debate. Motions to limit debate are not permitted in committees, but motions to extend limits of debate are still permitted. If the member cannot obtain such consent, the member can still speak again after other members have an opportunity to speak.

The rule on this matter provides as follows: "There is no limit to the number of times a member can speak to a debatable question." Since the rule specifically says "number of times," this suggest to me that members are still limited to ten minutes per speech, but members can make an unlimited number of speeches. But the rule doesn't apply any limit on debate. It just helps to ensure that everyone gets an opportunity to speak. I repeat that under the small board rules, a member can only speak up to ten minutes per speech, but can make an unlimited number of speeches. So after others have spoken, the member can speak again. And if no others have spoken, the member can still speak again. So I don't really view this as a "limit" on debate. It just prevents one member from filibustering forever, and not permitting any other members to speak.

For a meeting which occurred in the past, the presumption is that a quorum was present. The burden of proof lies with the members claiming a quorum was not present. To the extent that they can provide "clear and convincing proof" of that, then yes, the elections are invalid and new elections must be held. If they cannot provide such proof, it is presumed a quorum was present, and the elections are valid. Ultimately, the chair will rule on the Point of Order, and the chair's ruling is subject to appeal. A majority vote is required to overturn the chair's ruling. I would also note that a Point of Order concerning this matter can only be raised at a meeting of the membership. The board lacks the authority to consider questions of order regarding an election conducted by the membership, unless the bylaws grant it such authority. "Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." RONR (12th ed.) 46:50

Could you clarify: When you refer to the composition of the voting members, do you mean the voting members of the convention? Or some other body? If this does refer to the composition of the voting members of the convention, does the amendment include a proviso that it does not take effect until some later time (such as, for example, upon adjournment of the convention)? What is the current composition of the voting members of the body in question?

No. RONR defines "membership" generally, but does not define "resident" or "resident membership." To the extent it is of assistance, RONR defines "membership" as follows: "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 It will ultimately be up to the organization to interpret its own bylaws. Assuming it means the same as "members" seems like as good a plan as any, unless someone can figure out what "resident membership" refers to. While there is such a thing as a non-secret ballot, the term "ballot" means "secret ballot" unless the bylaws provide otherwise. Oh dear. So this is where the sloppy writing comes in. The term "quorum" refers to the minimum number of members that must be present in order to conduct business. So phrases like this don't actually make any logical sense. You could try to apply it literally, but my experience has generally been that with phrases like this, the intended meaning of the word "quorum" in this context is "the members present, provided that at least a quorum is present," notwithstanding that this is not actually what the word means. I believe so, yes. I would likely interpret this rule as meaning "3/4 of the members present." Although, I would technically say that a blank ballot or a ballot not turned in has the same effect as a no vote rather than saying it is "counted as" a no vote. Yes. Well, this isn't quite how a Point of Order works. A Point of Order isn't a question, it's a challenge and assertion that the rules have been violated. So I would instead suggest: "Mr./Ms. Moderator, I rise to a parliamentary inquiry. What number of affirmative votes is required for the calling of a pastor under Article II, Section 1 of the by-laws." The moderator then provides the interpretation and the number based on the number of members present at the meeting. The member can't actually challenge the moderator at that point, because it's just an opinion, not a ruling. But there will be an opportunity to challenge it later. I don't think I generally find this interpretation persuasive in any society that has not adopted the Standard Code as its parliamentary authority. This interpretation is not consistent with my experience of what people believe this phrase means. Is there a lot about parliamentary procedure in Holy Scripture?

This is mostly correct. Under the small board rules, members may still only speak up to ten minutes per speech, but may make an unlimited number of speeches. Further, even to the extent the committee was not using the rules for committees and small boards, the default rule is two speeches of ten minutes each, not three minutes each. I would say "parent assembly" rather than "parent organization," but yes. I'm somewhat unclear as to whether you're referring to the committee setting different limits or the parent assembly setting different limits. If you're referring to the committee, the committee does not have the authority to suspend this rule. If you're referring to the parent assembly, the assembly would not "suspend the rules," but rather, would adopt a rule on this subject. What exactly is required for this will depend upon how the committee was established. A special rule of order would certainly be sufficient, but a standing rule or instructions to the committee would suffice if the committee was created by a standing rule or by a motion to Commit or Refer.

Yes, I understand that part. But in what context, exactly, was this motion made? Was it proposed an amendment to the agenda? Was it proposed as a main motion during New Business? That's unfortunate the meeting was conducted in that matter, and makes absolutely no sense, because the assembly will be unable to act on any motions after the meeting has adjourned. Nonetheless, the fact remains that anything which occurs after the meeting isn't part of the meeting. It's an interesting question, and I suppose depends on whether, under the organization's rules, a motion typed into the chat box is determined to be a motion which was properly moved. If so, it should be in the minutes. If not, it should not be. To the extent the motion should be recorded in the minutes, I suppose it would be recorded like this: "[Name of member] moved that the board conduct the annual board election. The chair ignored the motion and took no action on it." This is, of course, not what should have happened - the chair should have either stated the question on the motion or ruled it out of order, subject to appeal. But the minutes are a record of what actually happened, whether or not what happened was proper.

For starters, yes, I would strongly advise that your organization seek legal counsel in this matter. To the extent that the advice I provide here conflicts with the advice you receive from legal counsel, I would advise listening to your legal counsel. I think we have wrestled over "and/or" before and not come to any firm conclusions on that issue. It is ultimately an ambiguous provision and it will be up to the organization to interpret it. It may be there is something elsewhere in the bylaws which sheds light on whether it was the society's intent to permit officers to be removed without formal disciplinary procedures. For starters, there is no doubt in my mind, based upon the facts presented, that only the membership has the authority to remove this person from office. The authority to remove an officer resides with the same assembly that elected the officer to begin with, unless the bylaws or applicable provide otherwise, and it doesn't sound like the bylaws do provide otherwise. Questions regarding applicable law should be directed to legal counsel. The question is how the membership may remove the officer. To be clear, the reason why "and/or" poses a problem is as follows: "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, emphasis added That is, RONR provides that if the bylaws state that officers serve "or until their successors are elected," then an officer may be removed simply by making a motion to remove the officer. If previous notice is given that such a motion will be introduced, a majority vote is sufficient for adoption. If previous notice is not given, then a 2/3 vote, or a vote of a majority of the entire membership is required for adoption. On the other hand, if the bylaws state that officers serve "and until their successors are elected," then an officer may only be removed through the formal disciplinary procedures in Section 63. Those procedures should be read in their entirety before proceeding, but generally, they involve appointing an investigative committee, voting to prefer charges based upon that committee's recommendation, holding a formal trial, and then finally voting on the question of guilt and the penalty, such as removal from office. In the end, only a majority vote is required for removal from office, but it's a long road to get there. Your organization, however, states that officers serve "and/or until their successors are elected." So, that causes some problems, and the organization will have to interpret its rules to determine which of these procedures is applicable. Regardless of the procedures to be used, it is strongly recommended that all meetings on this matter should be held in executive session. Even meetings of the membership on this matter should be held in executive session, so that the information at least remains within the membership. The reason for this is both to protect the reputation of the accused and to avoid landing the organization in legal trouble. "If (after trial) a member is expelled or an officer is removed from office, the society has the right to disclose that fact—circulating it only to the extent required for the protection of the society or, possibly, of other organizations. Neither the society nor any of its members has the right to make public the charge of which an officer or member has been found guilty, or to reveal any other details connected with the case. To make any of the facts public may constitute libel. A trial by the society cannot legally establish the guilt of the accused, as understood in a court of law; it can only establish his guilt as affecting the society's judgment of his fitness for membership or office." RONR (12th ed.) 63:3 I wish to be clear - I take no position on the allegations themselves or whether the officer should be removed from office. That is a question for the organization to decide for itself, as the organization will be in a better position to review the facts of the situation. Finally, as to the references to "Oregon state regulation," questions concerning what those rules provide in this matter should be directed to legal counsel.

Does your organization even follow Robert's Rules, Section 63 in this matter? Or does your organization have its own rules governing disciplinary procedures? I understood from the original post that it was the latter. To the extent that your organization does follow Robert's Rules, Section 63 in this matter, or at least finds Section 63 to be persuasive on matters not covered by your bylaws, I recalled that I believe there was another thread that was germane to this question, and I think I have found it: https://robertsrules.forumflash.com/topic/39770-paperwork-outside-of-es/ My final conclusion on this subject was as follows: "I have thought on this further and it seems to me that the accused does, in fact, have the right to share the charges, and indeed to share other details germane to the trial (such as when and where it will be held), at least to the extent necessary for the accused to prepare their defense. This would include, at a minimum, sharing this information with persons the accused intends to call as witnesses or persons the accused intends to hire as counsel. To suggest otherwise would render the accused's right to prepare a defense meaningless. I am still not entirely persuaded there is an unlimited right for the accused to share the charges with anyone whatsoever. Since the accused was, of course, a party to the original situation, the accused could also share facts known to them of the situation which led to the bringing of charges. It must be reiterated, however, that this does not mean the accused can share whatever they like concerning the trial and meetings leading up to it. The rules of executive session are binding on all who are present and the accused is not exempt from such rules. The rules pertaining to the secrecy of disciplinary procedures are intended to protect both the accused and the society." So based upon all this, and based upon the fact that the board met in executive session concerning this matter, there may be a valid complaint of a breach of executive session confidentiality for the member to share the charges broadly, as is described here. I think it's a bit of a gray area. On the one hand, the member appears to have shared the charges for the purposes of preparing their defense. And as far as we know at this time, the letter with the charges is all that was shared, and it was shared only with members of the organization. But it might be argued they were shared more broadly than necessary. But I do think the member has some rights to share the charges, as it is necessary to do so for the member to prepare their defense. But of course, perhaps the member will succeed in their efforts to gain support, and now the organization will find it is the board that should be disciplined. If so, it might not be wise for the board to push their luck and attempt further discipline against the member for sharing the letter. I'm inclined to think this is more of a political matter than a parliamentary one at this point. EDIT: Slight edit, as I agree with J.J. that the member is not technically breaching executive session per se, but may be breaching confidentiality more generally. But J.J., are we not already told that the board did meet in executive session concerning this matter? While I suppose it is, of course, correct that the letter itself was sent outside of executive session, I don't think this lifts the protections of executive session. "The general rule is that anything that occurs in executive session may not be divulged to nonmembers (except any entitled to attend). However, action taken, as distinct from that which was said in debate, may be divulged to the extent—and only to the extent—necessary to carry it out. For example, if during executive session a member is expelled or an officer is removed from office, that fact may be disclosed to the extent described in 63:3. If the assembly wishes to further lift the secrecy of action taken in an executive session, it may adopt a motion to do so, which is a motion to Amend Something Previously Adopted (35). In making or debating such a motion, the members must be careful, if the assembly is not in executive session, to preserve the existing secrecy." RONR (12th ed.) 9:26 It was necessary to send the letter to the accused "in order to carry it out." And as I have noted above, the accused also has the right, in my view, to share the contents of the letter to the extent necessary to prepare their defense. I'm not sure this gives the accused an unlimited right to share the contents of the letter with anyone whatsoever.

As I understand the facts: This is a small board, operating under the small board rules, and members are free to raise matters while no motion is pending. A member continues to raise a particular matter again at each meeting, but does not make any motion on the subject. So under these circumstances, you can in fact rule the member's comments out of order. "In debate, a member cannot reflect adversely on any prior act of the society that is not then pending, unless a motion to reconsider, rescind, or amend it is pending, or unless he intends to conclude his remarks by making or giving notice of one of these motions." RONR (12th ed.) 43:24 So yes, I suppose in this particular instance, you can indeed "move on" unless a member makes a motion on this matter. If the member ever actually does make a motion to Rescind or Amend Something Previously Adopted, you can't insist on your own that the assembly "move on," but the assembly could end debate by a 2/3 vote.

The lack of the discussion is not a problem. The minutes are a record of what was done at the meeting, not what was said at the meeting. Additionally, as I understand the facts, some of the discussion took place after the meeting adjourned, so that certainly shouldn't be in the minutes. The minutes should not contain what was said at the meeting, let alone what was said after the meeting was over. So rather than adding additional information on this matter, on the contrary, I think there should be even less information, and the sentence "Legal fees incurred by the HOA were contextualized" should be struck from the minutes. "In an ordinary society, the minutes should contain mainly a record of what was done at the meeting, not what was said by the members." RONR (12th ed.) 48:2 The lack of the motion is potentially a problem. I'm somewhat unclear on the context of the "motion for the Board to conduct the annual voting of Board members." This should potentially be added to the minutes, depending on the context in which the motion arose. All main motions and Points of Order are included in the minutes, and secondary motions are recorded in the minutes in some circumstances. "The body of the minutes should contain a separate paragraph for each subject matter, and should show: 6) all main motions (10) or motions to bring a main question again before the assembly (6:25–27; 34–37) that were made or taken up—except, normally, any that were withdrawn—stating: a) the wording in which each motion was adopted or otherwise disposed of (with the facts as to whether the motion may have been debated or amended before disposition being mentioned only parenthetically); and b) the disposition of the motion, including—if it was temporarily disposed of (9:7–11, 38:8)—any primary and secondary amendments and all adhering secondary motions that were then pending; 7) secondary motions that were not lost or withdrawn, in cases where it is necessary to record them for completeness or clarity—for example, motions to Recess or to Fix the Time to Which to Adjourn (among the privileged motions), or motions to Suspend the Rules or grant a Request to Be Excused from a Duty (among the incidental motions), generally only alluding to the adoption of such motions, however, as “… the matter having been advanced in the agenda on motion of…” or “… a ballot vote having been ordered, the tellers…”; ... 10) all points of order and appeals, whether sustained or lost, together with the reasons given by the chair for his or her ruling;" RONR (12th ed.) 48:4