Joshua Katz

No, I'm suggesting that decisions are only made at meetings by way of motions, and even if the word "move" isn't said, Dr. Kapur is saying that a decision made by the body is nonetheless a motion and thus appears in the minutes. If, by contrast, board action is not taken, then no motion or appearance in the minutes is needed. In general, you have standing rules to allow employees to do their jobs; they don't need to be directed to do things, and not all things done require board direction. Boards are for governance, not management. Board chairs often have executive responsibilities, per the bylaws, outside of their role in chairing the meetings. Management here is carried out by your property manager, and it appears the chair has some measure of oversight. It would be a poor governance structure that required board action to check into every plumbing issue. Similarly, it does not require board action for a Citigroup branch manager to assign hours to employees; the governance structure permits managers to manage. But if the board of Citi, for some reason, decided to direct the branch manager about hours (legal issues aside), it would have to make that decision at a meeting, via a motion, and it would appear in the minutes.

You should be adopting a motion to make that direction. Otherwise, how is the board making such a direction?

Don't give in to the horde.

This does not seem clear to me. Must 2/3 vote in favor, must there be a vote held amongst 2/3, or is it simply 2/3 of those voting? In the end, I think it's pretty easy to determine what was meant, but using standardized language removes the question in the first place. As is discussed, I think, on a few other threads, I consider this unclear for a different reason. Any action? How about rescinding or amending something previously adopted? Suspending the rules? The ambiguity, in my mind, is the word "action." Since RONR defines a motion as a proposal to take an action, it could very well refer to all motions. This seems more clear, given the context (although I think it's a bit of abuse to the language to suggest that a written instrument does the amending, but that's me being a grammar nerd). Presumably, it would be a majority since it is left unspecified, which is probably not a great idea. Keep in mind that, so far as parliamentary procedure is concerned, a motion is only out of order if it conflicts with an applicable procedural statute, not any old applicable statute. Thus, this provision might well allow you to adopt a motion which conflicts with the tax code. Obviously, it would be unwise to do that. Well, a lot if left unspecified. The default in RONR is that one person may hold both of these positions, and if that is all that is intended, this bylaw is unnecessary, since you can just elect a person to both. But maybe it means that the offices can literally be combined, such that it takes a motion to amend or rescind something previously adopted to ever separate them again. That is the interpretation which gives effect to an otherwise ineffectual provision, but I doubt it is what was intended. Interesting shift between these two. It seems to me that, yes, you need the affirmative vote of 2/3 of the voting power (not necessarily 2/3 of the unit owners, if they possess differing shares) for the first, although it may be an issue of bylaw interpretation for your organization. As to the second, it is pulled out of context, but the wording suggests that it might only require a vote amongst those impacted by an amendment (but I'm not sure what is being amended).

Because that would be ambiguous between a majority vote of the board (which can be as few as one person, if everyone else abstains) and the voting threshold you are discussing. Nothing in RONR says that elections have voting thresholds of a majority of the entire membership, so we can't just stick with the RONR interpretation here and have a meaningful question left. The answer is neither, because of the 23 who attend, some may abstain. Unless, of course, your bylaws require a different threshold. If your bylaws permit proxies, it is only appropriate to then use "present and voting" in your bylaws if you wish to exclude those voting by proxy.

It seems to me that, barring any special provisions for filling vacancies on committees, they should be filled by the same body and procedure as the initial appointment, i.e. by the council, and by ballot. But here's an interesting question for forum regulars to ponder (at least, I think it's interesting): Does the VP count towards/against quorum? We know if the same provision specified the President, he would not.

I agree that these are all problems, but I don't think any are subject to a later point of order.

I thought maybe the committee reported to the Board. I'm trying. I'll just wait, though.

And you approve them in Executive Session, and they are only available to those with the right to be in the Executive Session.

If your bylaws do not allow for special meetings, no special meetings may be had. But I'm confused about the scenario to begin with. Approval usually comes in the form of "yes" or "no." What does an approval requirement have to do with ordering you to vote again on something you've already passed? It seems to me that making such an order is not within the authority given them to approve amendments.

I assume the chair said something (hopefully) about the pending motion. If not, well, I guess that means it didn't carry?

Well, I still don't know exactly what happened, but I think I know enough to say that, so far as I can tell, no error occurred which results in a continuing breach, and thus, any objection would have need to have been raised at the meeting. If no point of order was made in a timely fashion, the ruling of the chair on all matters, whatever it was, stands, so far as I can tell.

There is for committees. Are we discussing a committee?

Well, let me back off a tiny bit - you could amend the bylaws to allow the board to do it (i.e. as part of this amendment) but I think that's a bad idea. For one thing, if you worded it carefully to only apply to the transition, you'd be left with a useless appendage (as happened with the US Constitution). For another, if you're not careful, you could hand the board more power than it should have. As far as the mechanics go, by the way, it's relatively common for corporations to carry out this transition, so you can find descriptions of the mechanics pretty easily. (It is, for corporations, a defensive tactic to prevent takeovers.) But make sure you move FIRST to amend the bylaws to fix the size of the board, and to fix it at a number divisible by 3. On your proposed language: I do not think this is good language, because I'm not entirely sure what it means, and bylaws should be clear. I've been assuming you want the common corporate formation of (for instance) a 9 member board, with 3 year terms, with 3 terms expiring in YR1, 3 in YR2, and 3 in YR3. I'm not sure if your language says that, because I'm not sure what your language says. Edited to add: The common way corporations manage the transition is not the only way, and keep in mind that when corporations do it, it's as a defensive tactic, so the goal is to forestall a current threat. You seem to want to do it for continuity purposes, which gives you more room to do it in different ways, in that you don't need to counter a current threat.

The motion to amend the bylaws should have a proviso for the transition. The board is not at liberty to decide on the terms of office of its own members.

Much probably depends on the culture of the organization. Holding a closed meeting, i.e. one where non-members can't attend, is standard in some organizations to the point that no term is needed. In others, the standard might be anyone in the world can attend, so a word is needed for a meeting not held in executive session but whose minutes are not distributed and where non-members may not attend. And if it's a committee, and the meetings are closed, the rule about allusions to committee proceedings comes into play.

That is correct. If the support for such a rule exists, though, wouldn't the lower level of support necessary to order a roll call on any particular matter usually exist too, if the matter needs one? I used to serve on a board where the special rules of order called for roll call votes on "substantive motions." I can't say I'd recommend that, since it led to a lot of arguing about what is substantive. Even beyond that, I thought it was annoying, for pretty much precisely the reason you state: This is the reason my board had the rule. It turned every board decision into a political act, and led people to vote based on their reelection campaigns, not what they thought best for the organization. Something to keep in mind. In any case, you might try original main motion, but even that strikes me as too broad, and if your board isn't familiar with parliamentary terminology, it will still be unclear.

I'm sure you're right, but cntrl-f does not always work on pdfs. It only works on pdf files with an optical layer. Assuming it is not already permitted, then no, a special rule of order cannot permit email voting. Email voting is directly contrary to the RONR's definition of a deliberative assembly and requires authorization in the bylaws. Once it is authorized in the bylaws, the special rules of order can lay out the specifics (and this is probably better than spelling it all out in the bylaws, since inevitably problems will develop you wish to address with relative ease). You are correct. You could put in the bylaws what email list will be used (but if you change servers or email companies, you'll need to amend your bylaws), how long ballots will be open, whether they will close when all have voted, whether members can change their votes, whether non-members can see a record of the votes, etc. etc. etc. But it's best to put in the bylaws something allowing the board to develop methods for email voting and to use same, and then spell out the rest elsewhere, where it can be easily amended. Organizations often learn how to use email voting, and what rules are best for them, by trial and error. (My personal opinion is that email voting is a mistake, and is a false effort to modernize - email has already been left behind, and now we have many ways to communicate in real-time online.) Well, we can't evaluate a reference we aren't given. But in what context can he do this springing? If at a meeting, you'll have time to react. If by email, you can research before the next real meeting, then come there and argue why the email vote taken was invalid.

I am baffled by this thread.

Also, can we see this language please?

Why not wait for the reference and then see? Remember that applicable procedural statutes (but only applicable statutes, the determination of which is beyond the scope of this forum) take precedence over the rest of your governing documents. The statute you reference refers only to minutes. Tell him to give you his reference, then get back to us and we'll tell you what we make of it. Email voting would need to be authorized in the bylaws (assuming it is not authorized by something else), but the procedure by which it is carried out could be in the special rules of order.

Is the yes/no ballot also in your bylaws?

This requires both interpreting bylaws (which only your organization can do) and interpreting state law (as well as determining whether or not it is applicable, which requires looking at it in context). For the latter, you'd need to consult an attorney. We can't provide much help here.

No, some rules are suspendable, and some are not. Quorum are the prototypical example of a rule which may not be suspended, because its purpose is to protect absentee members. As I alluded to earlier, so far as bylaws are concerned, they may only be suspended in two cases: a) The rule in question provides for its own suspension; b) The rule is clearly in the nature of a rule of order. The order in which business is conducted is clearly the latter. "Expenditures" is too broad a term to give an answer, but it is likely that what you have in mind cannot be suspended. Voting requirements is, again, too broad to give an answer. Quorum requirements may not be suspended. Also note that a motion should never be to suspend a particular rule. Rather, the rules are suspended to achieve a particular purpose, so "I move that the rules be suspended in order to..." assuming that the rules preventing that outcome are, indeed, suspendable.

I believe Mr. Martin has answered your question (I had initially thought differently, but his comments persuaded me):