Josh Martin

Minutes are required for all parts of a meeting, but the minutes are a record of what was done, not what was said, at least so far as RONR is concerned. So it may be that nothing occurs during open forum which is to be recorded in the minutes.

As I previously stated, nothing may be disclosed from an executive session without the assembly’s consent. When this executive session actually occurs, a member cannot even disclose his own vote, let alone the votes of others (whether those votes are for or against). As Mr. Brown suggests, there are potential complications in applying these rules to members stating how they intend to vote in a meeting which has not yet occurred. In this particular case, however, the upcoming executive session is a continuation of an executive session which has already occurred. If this motion was originally made in executive session, even the existence and wording of the motion itself is secret unless that has been disclosed. In any event, the arguments in debate are certainly secret, unless they have been disclosed.

Yes, of course, because this is the proper course of action regardless of when the candidate became ineligible or when the ballots were cast. Illegal votes are still counted in the total. Whether this person was ineligible or was eligible and declined makes no difference at this point.

Nothing that happens in an executive session may be disclosed outside of executive sssion, unless the assembly agrees to do so, by majority vote. So I think the answer is “no.”

So far as RONR is concerned, another round of voting would be required, since the candidate who received a majority declined the election. Even if he was ineligible, that would not change anything, since votes for ineligible candidates are treated as illegal votes, which are included in the total. It’s possible that the rules in your bylaws would change this, but I don’t think so, since a majority vote is still required (at least in the first round), and there does not appear to be any special rules about how to count votes for ineligible candidate. What is said in some other organization’s bylaws on this subject is irrelevant. This is not, however, a special election - it is a continuation of the same election. In the ordinary case, the society could (but need not) reopen nominations, and write-in votes would be in ordèr. The potential complication is how this interacts with your runoff rules (assuming those rules are, in fact, in your bylaws).

Yes. See FAQ #2.

In the ordinary case, the national organization does not itself amend the bylaws of constituent units, although it may well be that amendments to the bylaws of the national organization will require amendments to the bylaws of constituent units. In such a case, the constituent units must still vote on such amendments, even although they do not really have a choice in the matter.

Generally speaking, I see no reason why not.

Neither of them should cast such a vote. This procedure is out of order if your bylaws require a ballot vote. Even if your bylaws do not require a ballot vote (or if they provide an exception in this case), this is an antiquated and unnecessary procedure which should not be used. Instead, the Chairman should simply declare the unopposed candidate elected by acclamation.

It would seem that the first remedy is to raise a Point of Order and Appeal again at the next regular meeting, or a special meeting called for the purpose, that the elections of the ineligible persons are invalid. If it is also desired to impose penalties on other members of the board (such as the chairman), see FAQ #20.

Yes, there is, but it does not appear that the election was pending. Yes, that is correct.

No, the motion to Lay on the Table was not the correct motion to use in this instance, since that is used to temporarily set aside a motion in order to take up some urgent business. The proper motion in such cases generally would be Postpone to a Certain Time, but that is also not in order in this case, since the March meeting is more than a quarterly interval away. Finally, even if these motions had been in order, they both require a majority vote for adoption (and postpone is debatable). A motion and a second is not sufficient to adopt them. Nonetheless, it appears that at this time no resolution has yet been reached on this issue, but members are free to raise the matter again at the next meeting. Based on the additional facts, I agree that the appeal does not appear to adhere to any pending motion.

In addition to the previous responses, I would note that laying on an Appeal on the table also lays the main motion (in this case, the election) on the table).

As you say, your bylaws require that members “have to be an active or active exempt member in good standing and completed your initial probationary period to vote in the election.” If this is correct, then anyone who does not meet these criteria may not vote. No additional requirements to vote may be added, however, without amending your bylaws. No. The bylaws would need to specifically state that. It is most certainly correct that the rule in question cannot be created because it conflicts with the rule in the bylaws requiring a ballot vote. It is possible that other rules could be created, but such rules may not conflict with any rules in the bylaws. Rules of order adopted for a single meeting require a 2/3 vote for adoption.

The chair (even in a large assembly) is free to raise a Point of Order on his own initiative, rule on that point, and speak in debate and vote on any appeal raised from his ruling, all while remaining in the chair. The usual rules on impartiality do not apply here, since it is the chair’s job to enforce the assembly’s rules.

Another possible reason I can think of for this particular wording is that the laws of the state the society is incorporated in provide that proxies are permitted unless the bylaws provide otherwise, and the intent of the “in person” language is to provide otherwise. Since this is just the beginning of the problems with the language of the cited rule, however, perhaps we are giving the drafters too much credit by assuming there is a reason behind this wording.

If the member is suspended through the disciplinary procedures in Ch. XX of RONR, and the rights which were suspended were not specified, I would suggest that he was suspended of all his rights of membership (except those relating to discipline). If the suspension is due to a provision in your bylaws, you should check your bylaws to answer this question. ”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 pp. 406,571–72). 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, 11th ed., pg. 6, footnote)

It seems to me that saying that these persons “are personally responsible unless and until those votes are ratified.“ is absolutely correct as a matter of parliamentary law, although whether it is correct as a legal matter is indeed beyond the scope of this forum.

Yes, that is correct. A Point of Order may still be raised regarding the violation concerning the vote which should have been taken by ballot, but this must be done at a regular meeting or at a special meeting called for that purpose. So to answer your original questions: No, Yes, Yes.

Yes, but since this is an HOA, just like the organization in that thread, it would also be wise to pay attention to the second paragraph of Mr. Balch’s response.

Question 107 was regarding an absurdly high requirement for amending the bylaws, not for quorum.

I don’t think you misunderstood at all. That appears to be exactly the situation.

Question 107 in Parliamentary Law involves a slightly different scenario. In that scenario, the society may obtain a quorum, however, the bylaws require a vote of 3/4 of the entire membership for their amendment, and the society is not successful in getting that many members to attend. General Robert suggested that the society should take the following steps: Give the required notice of the bylaw amendment. Adopt the amendment at a meeting by a 3/4 vote of the members present. Send out a mail ballot (even although mail voting is not permitted by the bylaws) and adopt the amendment by another 3/4 vote. General Robert suggests that through this procedure, the “amendment is adopted by a method as nearly in the spirit of the by-laws as is practicable.” Mr. Brown appears to be suggesting that a similar strategy could be used here. I am not exactly certain what he is suggesting, but I suspect it is something where you should exhaust all other possible options first, and even then, talk to a lawyer before attempting it.

It must also be understood that even if these members choose to abstain, this has nothing to do with whether a quorum is present. The quorum is the minimum number of members who must be present. So long as they remain in the room, they still count toward the quorum.

It should be noted that the board may only delegate its authority if authorized to do so by the bylaws.