Joshua Katz

Isn't previous question just as effective in this situation? I prefer to limit use of objection to consideration to cases where there's an issue with considering it because any answer will be bad.

Well, technically it can be - just amend the minutes while pending to remove it. It makes for an incomplete record, of course. If the motion to rescind and expunge from the minutes is itself rescinded, the original motion to do so would still appear in the minutes, as would the motion to rescind that action. At least, I would think. I've only used this motion once.

The board can carry out those disciplinary proceedings the bylaws say it can. So far as we're told, the bylaws don't say the board can suspend these rights. So either it requires a different disciplinary process, or it can't be done at all. Doubtful, but see the provisions specifying that the board has those powers given to it and no others. It would be difficult for RONR to specify all the things the board cannot do, since that is a very long list.

Agreed. As noted, my answer is based only on the information provided. The language in the bylaws could well make the remedies there exclusive; your point is well-taken.

This seems not all that far from the description in law of harmless error, except that the legal equivalent of disciplinary proceedings would be impossible because of absolute judicial immunity.

Interesting. I spent several years as the chair of a board which met monthly, which also involved chairing the annual convention, and chaired a rather contentious committee, and I think I might have used the phrase "for what purpose does the member rise?" 2 or 3 times.

If your bylaws specify a different discipline procedure, then you follow that, yes. "Specify" does include the case where the bylaws say something like "The discipline process in the standing rules is to be followed" or "the board may adopt procedures for use in disciplinary proceedings." However: Then that disciplinary process can only be used for those outcomes it mentions. It cannot be used to suspend fundamental rights; for that, your bylaws are, apparently, silent, and you're back in RONR-land.

The national committee, in fact, has a rule that an RP or PRP will be used for each of its meetings. Probably a nice gig.

I don't know about the Ds, but the Rs, I believe, use the House rules of order (together with their special rules of order) for their convention and RONR for their meetings. The Ls do use RONR for conventions, albeit with several special rules of order. I don't know what the Gs do.

That is what you cannot do. The rights of membership are fundamental, and may only be denied through the disciplinary process if your bylaws do not provide an alternative, which they seem not to do. That process cannot be carried out by the board, but only by the general membership. It's also somewhat complex, but read up on the appropriate chapters in RONR and see what your organization wants to do. Well, this seems like a perfect example of RONR's wisdom in not allowing the board to suspend rights. Accusing the board of not following the bylaws is not an offense, and think of the trouble a board could get into if it can strip people of their rights for making such an accusation. Being a thorn in the side of the board is not (in general) an offense either. It sounds to me, based solely on what you've said, like the membership has no grounds to discipline this member anyway.

If RONR is your parliamentary authority, and your bylaws are silent, then the rights of members may only be suspended via the disciplinary process in RONR. That process is carried out by the general membership, not the board. However, let's clarify a bit. Is the person a board member, and are you talking about board meetings, or general meetings? If the member is not a board member, and you're talking about board meetings, you're in luck - he has no right to attend or participate anyway. Otherwise, though, the board cannot suspend his rights.

Okay, I think I'm getting the picture now. So next question: do these items have ongoing effect? That is, by their nature, do they impact what your organization is doing at the moment? That would be the case if they are rules that you are following, continuing expenditures, etc. If that is the case, and the board never adopted them, either ignore the rules and force someone to raise a point of order, or raise a point of order (one of these will be appropriate depending on the nature of the motions not adopted). If you are a board member, you can do so at a board meeting (or if they are rules having effect outside of a meeting, simply violate them at will to force the issue); if you are not, you can raise a point of order at a membership meeting. Whichever body is presented with the issue will need to determine whether the items were adopted or not. Their absence from the minutes is evidence, but that's all it is; minutes, after all, can be wrong. In short, the way to deal with motions you say were not adopted but other say were depends on the nature of the motions. It's also not entirely clear it matters. You can't raise a point of order to past actions unless they constitute a continuing breach (so, for instance, a point of order to money spent in the past is not timely), and if you prove your case, the board can simply go ahead and adopt the motions in question now. So before you do anything, make sure (my advice anyway) there is a point in doing so.

Okay, so why is it a problem that the board never adopted these items? Is someone claiming that it did?

Agreeing with the answer above, I think some further clarification is in order, in light of this and other posts on similar topics. A "motion" is simply a proposal placed before the body. Even if the word "move" is not said, nothing is done at a meeting without a motion. Even in this case: there is still a motion, even if it might be understood rather than explicitly stated. Therefore, this is not true: When you ask for unanimous consent (and generally a member does not, but the chair might say "is there any objection to..." if the motion seems unlikely to have any opposition) you are proposing an action. Thus, you are making a motion.

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?