Josh Martin

For your benefit and that of the other posters, I found the citation I was looking for earlier, which explains in more detail how a committee is different from a board, and also notes that it is very possible to have committees which are in the nature of boards. ”Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power) than a board is usually understood to have. Thus, if the committee is to do more than report its findings or recommendations to the assembly, it may be empowered to act for the society only on specific instructions; or, if it is given standing powers, its actions may be more closely subject to review than a board's, or it may be required to report more fully. Also, unlike most boards, a committee in general does not have regular meeting times established by rule; but meetings of the committee are called as stated on pages 499 and 501–502. Some standing committees, however—particularly in large state or national organizations—function virtually in the manner of boards, although not designated as such.” (RONR, 11th ed., pg. 490)

I would suggest that we exceeded the limitations of this forum some time ago, as the purpose of this forum is to answer questions pertaining to proper procedure under Robert’s Rules of Order, Newly Revised. It has become increasingly clear that the questions your organization is facing are not questions relating to RONR, but are instead questions relating to your bylaws and Florida HOA law. I would suggest that you consult with a professional parliamentarian regarding the former and an attorney regarding the latter.

Yes, a member who is not currently speaking in debate may be called to order. This may occur, for instance, if his behavior is indecorous or disturbing to the assembly, or if the member attempts to speak when he has not been recognized. Even if the chair were to rule the point not well taken, this does not, in my opinion, mean that the chair is implying that the member should take less offense. The chair has merely determined that, in his opinion, the behavior is neither indecorous nor disruptive to the assembly, or at least not to the extent that the member should be called to order. Whether an individual member “takes offense” to the behavior is their own prerogative, provided of course that “taking offense” does not cause them, in turn, to take actions which are indecorous or disruptive.

Yes. I am not quite as comfortable as Mr. Brown in making a blanket statement that the bylaws must expressly state that a power is exclusive, but I think it is certainly the case that exclusivity cannot be assumed. As a general rule, the presumption should be that the grant of power is not exclusive, unless there is some evidence which suggests this is the case. My understanding, however, is that the committees Mr. Setemu is referring to are, in fact, authorized to act on their own. It seems to me that if a committee is empowered to act in the name of the society between the society’s meetings with respect to particular classes of business, such a committee is in the nature of a board.

If you do not wish to get into the specifics here, I would refer you to RONR, 11th ed., pgs. 415-417 so that you may use your own judgment in determining whether these ballots should be counted as illegal votes.

I stand by everything I said in my previous post. If you don’t like the degree of authority your rules grant to your membership committee, then make a motion to change your rules.

I agree, assuming that the ballots have been securely preserved. Well, one hopes that all members (or at least a majority) wish to ensure a fair and accurate election process and count, regardless of which candidate they support. If this is not the case, a Point of Order and Appeal may not fare any better, as an Appeal will also require the support of a majority.

While it is absolutely correct that, so far as RONR is concerned, if state law provides that proxy voting is permitted “unless the organization’s bylaws provide otherwise,” an organization which has adopted RONR as its parliamentary authority has incorporated RONR’s prohibition on proxy voting into its bylaws, my understanding is that the courts do not always agree with RONR on this point. As a result, if the OP wishes to know whether proxy voting is permitted as a matter of Florida law, he will need to consult an attorney.

I think this will ultimately be a question of bylaws interpretation, but I think that as a general rule, a committee is responsible for carrying out the charges of its subcommittees. Since all subcommittees report back to their parent committee instead of to the committee’s parent assembly, it would be extremely difficult for subcommittees to accomplish their charges if this were not the case. So yes, I think there is a case to be made that the committee did not fulfill its charge. I don’t know what the relationship is between this caucus and the committee, so I don’t know what recourse it might have, but the committee’s parent assembly could certainly provide instructions to the committee and/or replace some or all of the committee’s members. I will say, however, that the organizational structure of this society seems very complicated, and if you really want answers to your questions it would be advisable to hire a professional parliamentarian to review your governing documents in detail. I feel like we are only seeing pieces of a much larger whole, and as a result we can only do so much in interpreting these rules. The National Association of Parliamentarians and the American Institute of Parliamentarians provide referrals.

The distinction is between the degree of authority the board or committee has to act on its own. A board generally is authorized to act on certain classes of business (or even all business except for certain classes) between meetings of the society. The society, however, retains the right to instruct the board or countermand the actions of the board. A committee generally has no authority to act for the society except when specifically authorized to do so. You are absolutely correct that a committee which is granted broad authority to act for the society on certain classes of business has similarities with a board. In my opinion, no rule in RONR would prohibit an assembly from referring a motion to a board. No, not at all. Unless the bylaws grant the committee exclusive authority with respect to these activities, the assembly may instruct the committee as it wishes.

Yes, it was improper for the results to be announced after the meeting. In fact, they will not be final until they are announced at the next meeting. When those results are announced, a member should raise a Point of Order that the election is incomplete, because no candidate received a majority of the votes cast. In RONR, “disqualified ballots” are known as “illegal votes.” Even assuming that these were actually illegal votes, such votes are not credited toward any candidate, but are included for the purposes of calculating a majority. If the chair rules this point not well taken, any member may move to appeal from the decision of the chair. If seconded, this places the decision in the hands of the assembly. A majority vote is required to overturn the chair’s ruling. A new round of voting would then be held.

So far as RONR is concerned, the general membership is the highest body in the organization and has all the authority of the society, except as may otherwise be provided in the organization’s rules or applicable law. As a result, the membership is free to give directives to its board, and is also free to control what non-members (if any) may be present at its meetings. Regarding non-members attending specifically, see RONR, 11th ed., pgs. 648-649. Regarding telling the board what to do, see RONR, 11th ed., pgs. 482-483. As others have noted, however, your organization’s rules or Florida HOA law may provide otherwise on these subjects.

Unless your rules provide otherwise, the members of the membership committee are free to sponsor new members, and are also free to vote on those members. This will continue to be the case no matter how many times you ask us. I do not agree that sponsoring someone for membership, in and of itself, constitutes a personal or pecuniary interest not in common with other members, but even if it did, members with such an interest retain the right to vote, as Mr. Brown has previously explained. If you feel that this constitutes an “unfair advantage” for the members of the committee, you are free to try to amend your society’s rules.

Absentee voting is prohibited unless authorized by your bylaws. Even when absentee voting is permitted, RONR strongly recommends against a procedure where some votes are cast in person and others are cast by absentee ballot, in order to avoid exactly the problems you have described. Nonetheless, members have a right to vote for any eligible person, whether or not that person has been nominated, unless your bylaws provide otherwise. See RONR, 11th ed., pgs. 423-424, 439. There is another potential problem, however, in that you probably should not be holding an election for President in the first place in this situation. When there is a vacancy in the office of President, the Vice President becomes President, unless your bylaws expressly provide otherwise (or if the office of Vice President is also vacant). There is then a vacancy in the office of Vice President which must be filled. Since you cannot elect a President if you already have one, this would make the election invalid, and you would need to hold a new election for Vice President. See RONR, 11th ed., pg. 458.

It would require a motion to suspend the rules.

Yes, it is extremely advisable to keep that language. The assembly should have the ability to deviate from RONR in its bylaws if it wishes. The bylaws should just be written carefully, so you are only deviating from RONR when that’s actually what you want to do (and so it is clear what you’re supposed to do instead).

A proxy is a means by which a member authorizes another person to vote, in person at a meeting, on that member’s behalf. Simply submitting a vote directly, outside of a meeting, is an absentee ballot, which is a separate procedure and must also be authorized in the organization’s bylaws or applicable law.

Yes, your bylaws take precedence over RONR, and the phrase “majority vote of the quorum present may change things, depending on what that phrase means. This is false. The member may be thinking of the motion to Reconsider, which may only be made by a member of the prevailing side. This would be relevant if we were talking about bringing the motion up again at the same meeting. At a later meeting, however, any membe4 is free to make the motion anew.

RONR has no guidance on the meaning of the phrase “majority vote of the quorum present.” The board member apparently believes that it means “a vote of a majority of the members present.” If this is correct, then ten members would be required to adopt a motion, if 18 members are present. Look at the second paragraph of FAQ #6. Yes. It doesn’t make any sense. A quorum is the minimum number of members that must be present, not the actual number of members present. So I haven’t the slightest idea what “majority vote of the quorum present” is supposed to mean. I concur with Mr. Lages that what would be more common (and advisable) would be to omit the sentence entirely.

So far as RONR is concerned, a vote of 9-5 is sufficient to pass a motion. See FAQ #6. The potential complication is what (if anything) is the meaning of the phrase in your bylaws which says “a majority vote of the Quorum present shall determine the outcome of issues brought before the Board of Directors.” I would also note, however, that regardless of whether the motion should have passed, whether the motion did pass is based on whether the chair declared the motion adopted. Even if the chair made an error, it is too late to raise a Point of Order regarding this issue.

RONR does not permit a motion to conflict with a previously adopted motion unless the new motion is a motion to amend the previous motion. The same principle applies here. A motion which conflicts with the bylaws is not in order unless the new motion is a motion to amend the bylaws.

People still use zip drives? In any event, yes, the organization is free to store its minutes in whatever manner it wishes. If this locked file is only accessible to members of the board (or others that the board has granted permission to view minutes of executive sessions), no additional security is required, although the board could adopt this “sealed envelope” method if it wishes. I don’t think it is necessary or desirable to keep a paper copy of the minutes indefinitely. And while it may be difficult to lose a few lockers of paper, it is very easy to lose some of those papers. I concur that storing the minutes on a tiny physical device, however, is not the best method either - I have lost many flash drives myself. The best method, in my opinion, would be to use a file storage service with appropriate security controls. With this method, the minutes will be stored on an offsite server with multiple backups.

It is usual for a subcommittee to consist entirely of members of the committee, but the board may authorize members outside the committee to serve on the subcommittee if it wishes.

Yes, I think so, although it does not necessarily need to be “ad infinitum until both sides agree.” The board could resolve the differences itself, if it wishes to do so. That is up to the board. This would simplify the process, but it would mean the Finance Committee has authority over the Contracts Subcommittee. It is not clear whether that is a desired outcome.

My understanding is that one of the classes in the first election will have one year terms, but in the future, all elected directors will have two year terms. Transitioning to a system of staggered terms will necessarily involve some of the directors first elected under that system having a longer or shorter term. This could, however, be clarified. I have no disagreement that the amendment should be rewritten. As to a lawsuit, the attorney will be more knowledgeable on that subject than I am. Not in the case of bylaws. The bylaws should not be amended in such a way that they contain internal contradictions, but an amendment to the bylaws cannot be ruled out of order on the basis that it contains a contradiction. Because the assembly has the power to amend its bylaws to read however it sees fit. An amendment to the bylaws could only be ruled out of order on the basis that it conflicts with a higher-level rule, not on the basis that it conflicts with the bylaws. No, of course not. I would seek to remedy this situation as soon as possible (preferably before the amendment was adopted). The proper course of action, as pretty much everyone (including the attorney) has told you, is to amend the bylaws as soon as possible so that there is no conflict.