Josh Martin

Yes, the vote was binding, but that does not mean it can’t be reversed. The motion to Rescind or to Amend Something Previously Adopted exists for that very purpose. It requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice for adoption. If the motion was declared adopted when these were not attained, however, a Point of Order would have had to be raised at the time. Since a member moved to “reverse” the original motion, I think Official Interpretation 2006-18 would be more applicable. I don’t think it is a continuing breach simply because the member said “reverse” instead of “rescind.”

It is not correct that Congress can only censure its own members, and in any event what Congress can or cannot do is probably not a good guide to go by. (Congress can do a good many things that your society can’t.) As you say, it appears to be moot since the person is a member anyway. It is not required that the parent body do the censuring. There is no parliamentary difference between a motion to censure and a statement of disapproval, but I can understand why some members may support one over the other (even aside from any misunderstandings of what censure means). “Censure” or “condemn” sound more forceful, in my opinion, than “disapprove,” which could be good or bad depending on one’s point of view.

Anyone for the first question, and yes to all of the other questions. A censure is simply an expression of the organization’s opinion. There is no parliamentary reason why the organization cannot express an opinion about members or non-members, whether or not those persons hold state-level elected office. As you say, it is simply “we disapprove of what this person has done.” Generally, I don’t think so, but I concur with JJ that the rules of a particular legislative assembly could provide otherwise. No, unless the rules of your organization or the parent organization so provide. For what reasons did this person claim it was improper?

No rule in RONR would prohibit it.

No, I do not share this view. It seems to me that a person who is elected to an office but does not assume that office until a later date does not hold an “officer-elect” office in the interim unless the organization’s rules so provide. I am more inclined to concur with JJ’s view that the person holds no office, but that he may be preemptively removed from the office he has been elected to but does not yet hold, and that describing this person as the “President-Elect” is simply a description of the fact that he has been elected to serve as President but has not yet assumed that office, and is not an office in and of itself.

Based on previous threads, my understanding is that this is an HOA, so the OP does not really have much choice in this matter, unless she wishes to move.

No, RONR does not say any such thing. RONR does have a “President Elect” position, but this is something completely different from what you describe here. The position of “President Elect” is an actual elected office. The bylaws generally provide that this person, upon the completion of his term as President Elect, automatically becomes President. RONR does not have “officer” positions for a person who is (for example) elected as President but does not take office until several months later, because so far as RONR is concerned, newly elected officers take office immediately. It will ultimately be up to the society itself to interpret its own bylaws to determine whether it is possible to remove a person from an office prior to the person actually being in that office. Would it be possible to call a special meeting for a date after this person takes office but before the regular meeting in June? That would seem to resolve all issues. “If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office.” (RONR, 11th ed., pg. 444)

You can accept it at the next board meeting, but it will not take effect until the date stated in the resignation (assuming that date is later than the next board meeting). If you want the board member to leave prior to the date stated in the resignation, disciplinary procedures would be required.

I see no reason why this would require notice or require anything more than a majority vote, unless the rule in question so provides.

To be clear, however, it is not required.

What exactly do you feel this additional nuance will accomplish? What are you looking for? What do you think is missing in our previous answers that you think would be changed by additional nuance?

It depends. Please answer the following questions: Do your bylaws say anything about removal? If so, what? How was this person elected to the board to begin with? Which of the following most closely matches the term of office in the bylaws? (Two is used as an example, your term of office may be longer or shorter.) “Two years.” “Two years and until their successor are elected.” ”Two years or until their successors are elected.”

You haven’t been to the City Council meetings I have, apparently. It is appropriate to remind the chair of the rules. In a small board, however, there is no requirement that the chair be neutral (at least so far as RONR is concerned). There is also no rule against injecting a lot of personality, although that is probably not how I would describe the behavior below. These things are not proper. At least in a small board, I don’t think these actions violate any parliamentary rule. This would be improper during a meeting, but not outside of a meeting. These things are not proper unless something else in the assembly’s rules authorize this person to take such actions. (Which they very well might - I believe I recall from a previous thread that the bylaws grant the President fairly expansive authority.) These are your options: Talk to the chairman and see if you can persuade her to change her behavior. Use Points of Order and Appeals in an attempt to call members’ attention to the chairman’s behavior, with the aim of persuading the chair to change her behavior or to gain support for replacing the chairman. Attempt to remove the chairman through disciplinary procedures. See FAQ #20. Attempt to elect a new chairman in the next elections. Good luck.

I think the following rules are controlling in this matter. “Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization.” (RONR, 11th ed., pg. 10) “The term rules of order refers to written rules of parliamentary procedure formally adopted by an assembly or an organization. Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection. The object of rules of order is to facilitate the smooth functioning of the assembly and to provide a firm basis for resolving questions of procedure that may arise.” (RONR, 11th ed., pg. 15) “Special rules of order supersede any rules in the parliamentary authority with which they may conflict.” (RONR, 11th ed., pg. 16) ”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).” (RONR, 11th ed., pg. 483) For starters, I do not agree with the interpretation that the rule which specifically provides for the membership to order the minutes to be read at the meeting prevents the membership from providing other instructions in regards to the minutes. Even supposing it did, however, the membership is free to adopt a rule on this matter superseding any conflicting rules in the parliamentary authority. I agree that the Secretary’s draft is not the minutes until it is approved by the board, but I see no reason why the membership cannot order draft board minutes to be published as well.

Yes, the membership may adopt such a motion if it wishes.

Generally, I would say that the incomplete election for this position should be completed as soon as possible, but I am curious as to the basis for the statement that “It is not a required position.”

A Point of Order should be raised that the vote is null and void due to insufficient notice (since the ballots were not mailed 30 days before the due date) as the bylaws require, followed by an appeal if necessary.

Yes, this is a good point. So I suppose the strategy will be limited to cases where the responsible party not merely fails to give notice, but outright refuses to give notice, and makes their intentions in this matter fairly clear (as it seems may be the case here).

I think I may have opined differently in the past, but I am coming around to the view that, if the organization’s bylaws require a particular person or group to send a notice, and that person or group refuses to do so, the proper (or least improper) next step is indeed for another person to send out the notice, if it is possible to do so. I think it is somewhat comparable to the recommended procedures to be used when the chairman fails to (or refuses to) properly perform his duties. While I suppose this is technically a violation of the bylaws, it is also a violation of the bylaws for the responsible party to refuse to send the notice, and it seems to me that a notice which is sent by a different person, but is otherwise in compliance with the rules in the bylaws, is a lesser violation than violating the rights of the members to send the notice of their proposed motions and, as a consequence, of their rights to make those motions. Ultimately, it will be up to the society itself to determine whether the notice is sufficient, but I am inclined to think that it should be found sufficient. The society could also adopt a motion reimbursing these persons for the expenses incurred in sending the notice, I would add two caveats to this. The first is that it may be difficult as a practical matter for other persons to send a notice which is otherwise in compliance with the rules in the bylaws. The contact information of members, for instance, may not be available to these persons, and would therefore make it impossible to properly send a notice to all members. Secondly, the organization in question is an HOA. Such groups are frequently subject to numerous regulations in applicable law, and given the high stakes often involved in the decisions of these organizations, members may be more likely to pursue legal action than they would in other societies. It may be prudent to consult an attorney to see if this solution is also proper from a legal perspective, or if not, what other options may be available. In addition, I would also suggest initiating procedures to remove from office all persons responsible for refusing to send out the notice.

My understanding from previous threads by the OP is that the organization is, in fact, using the small board rules, and it therefore violates no rule for the chair to express his opinions in debate. By “inappropriate,” do you mean that it is in violation of some parliamentary rule, or that it is (in your opinion) conduct becoming of a member and presiding officer? I concur with you and Zev that the chair did violate a parliamentary rule by failing to call for the negative vote, although this has nothing to do with decorum. If the board is using the small board rules (which appears to be the case), then it would appear the only violation of a parliamentary rule is the failure to call for the negative vote.

Based on the facts presented, this appears to be correct. The rules you have quoted do not appear to place any limits on who may propose amendments to the constitution, and there are no such limits in RONR. I see nothing in the quoted rules which suggests any such thing. The rules in question state “(c) Proposed amendments to the Constitution or By-Laws must be presented in writing to the board no less than thirty (30) days prior to such meeting signed by a minimum of five (5) members. (d) The board will notify all members of the proposed amendments in writing at least seven (7) days prior to the AGM or Special Meeting at which the amendments will be presented.” It seems to me that if the proposed amendments are presented to the board no less than thirty days prior to the meeting and are signed by a minimum of five members, the board is then required to notify members of the proposed amendments at least seven days prior to the meeting. I see nothing indicating that the board’s approval is needed or that the board has the authority to amend the proposed amendments. If the board does not care for the proposed amendments, it is free to submit recommendations for amendments to them at the meeting (provided that they are within the scope of notice), to submit their own proposed amendments with sufficient notice, or to recommend that the society vote against the amendments, but the board does not appear to be authorized, on its own, to amend or reject proposals submitted by others. The board should submit the proposed amendments, as written, to the society no less than seven days before the meeting. At the meeting, the amendments will be moved by a member (presumably one of the original proposers) and, at that time, amendments will be in order (provided that they are within the scope of notice). Ultimately, the society will decide whether to adopt the amendments as proposed, to adopt them after amendment, or not to adopt them at all.

In my view, the situation described is not a violation of decorum. The relevant rule, as noted previously, is “When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate.” (RONR, 11th ed., pg. 392) The chair’s comments were regarding the perceived merits (or lack thereof) of the trees, not of the motion maker. As the text above notes, the proposal may be condemned in strong terms. I don’t know that it is behavior I would look for when voting for a board member, let alone a chairman, but I would not describe it as a violation of decorum.

Assuming that the matter is decided by vote of the board, and the committee chair is a member of the board, yes (although he should not do so). If the person in question was a member of the board at the time of the motion to approve him, he would be able to vote on that motion as well. Could you clarify why you think the chairman should relinquish the chair in this situation? As I understand the facts, the assembly (if any) which would be voting on this matter would be the board, and the chairman of the board is not the person being removed from his position.

Based on these additional facts, I would add the following... If the bylaws grant the board exclusive authority in this regard, then the membership may not rescind the board’s decision, which makes the other questions moot. If the bylaws do not grant the board exclusive authority in this regard, then the membership may rescind the board’s decision.

Well, it was worth a shot. There doesn’t seem to be anything which will help with the current situation.