Joshua Katz

For what it's worth, I just returned from a many-hour long meeting which was conducted entirely using special rules - the bylaws contain a parliamentary authority for all but one particular meeting, held annually, which is conducted according to special rules of order. We got done what we needed to get done, but it would have been shorter, I think, if we used RONR, and certainly less confusing.

My assumption was that it was the sort of situation where, e.g., a bank needs to see the minutes.

Then why is it the content of the minutes being amended?

Remind me again: what is the motion used to modify minutes after approval?

Well, they don't have deliberative functions as such, but if members, they are part of a deliberative body. Why is an officer moving a recommendation in his own report different from an officer moving to amend the minutes, to adjourn, or to allocate $500 to paint the clubhouse red when it is not part of his report?

There was once a man who asked his wife why she always cut off the ends of the pot roast before she put it in the pan...

How does your board get elected? Often people who are not part of a deliberative body, but are impacted by its decisions, wish to observe the deliberations of that body. Or, at least, it is something of a check on power to permit them to do so, even if they don't do so often.

Well, I agree with the second part of this, but can't figure out what the word "No" is doing there.

The reporting member of a committee generally moves the committee's recommendations. Officers, by contrast, do not move their own recommendations in their reports. It seems as though these concepts are getting confused because many officers also chair committees - the rule about officer reports, though, applies only to officer reports, not committee reports.

Agreeing with Mr. Harrison, the answer to both questions is, therefore, yes.

Many organizations both use words incorrectly, and handle motions incorrectly. In this instance, for example, a motion is on the floor, not table, while under consideration - and here, there was no motion on the floor either, because the chair was allowing discussion without a motion.

Your board might, if it wants more efficient and less contentious meetings, consider following the procedures in RONR, whereby the way to suggest an action is to make a motion, which is followed by debate. Introducing "topics for discussion" and leaving the motion for later tends to lead to circular arguments and confusion.

I am try to understand the "tree" of documents if you will.... The Bylaws make RONR the parliamentary authority. RONR allows the creation of Special rules and Standing rules. Am I making sense? When the bylaws adopt RONR as the parliamentary authority, RONR becomes the rules of order. Yes, RONR provide that the rules of order are superseded by the special rules of order, and themselves supersede the standing rules. If RONR were not the parliamentary authority, though, you could still have special rules of order (these would be your only rules of order if you had no parliamentary authority) and standing rules. I'm not sure how much more there is to say about it. Some standing rules relate to what goes on at meetings, some do not (no smoking in the clubhouse, for instance). It is out of order to suspend rules of the second type - it is out of order to move to suspend the rules to permit a cigar event in the clubhouse, for instance. To achieve that end, you'd need to amend the standing rules (i.e. amend something previously adopted).

The documents should be kept together, but they are separate documents, yes. They are adopted differently (by different vote thresholds) and special rules outrank standing rules. They also differ in their ability to be suspended - standing rules having application outside the meeting context may not be suspended, while special rules may be suspended, and bylaws may only be suspended if they provide for their own suspension or are clearly in the nature of rules of order. A standing rule is simply adopted as a main motion, and any main motion which continues in force is a standing rule. I do not understand the question here.

Special rules of order last until amended or rescinded. If the bylaws are changed in a manner which conflicts with the special rule, then the special rule might remain "on the books" but is superseded by the higher-ranked rule. If the bylaws are changed in a manner which does not conflict with the special rule, the special rule remains in effect. The same is true for standing rules (except that they may also be rendered inoperable by a change to the special rules).

The answer depends on your bylaws. If they give the board exclusive authority over the matter, the membership may not change it. If they do not (which is likely the case) then the general membership may override the board's decision.

No, as a non-member of the board, you cannot make motions of any kind at a board meeting. You can make motions at a homeowner's meeting, though, which, as indicated, may or may not have the power to reverse the board's decision. As indicated, this is a legal question, and outside the scope of this forum. Be advised that attorneys represent their clients; the board's attorney represents the board. You need your own attorney if you want someone to represent your interests.

Who is "you?" If a board member, move to rescind something previously adopted - although it is likely a hard climb if it passed unanimously - you'll want to give notice to reduce the voting threshold. If not a board member, then the question is whether it can be modified by the membership. In general, the board answers to the membership, and so it can, unless the bylaws give the board exclusive authority over the action in question. If the membership can reverse it, simply move to amend the agenda at the membership meeting (or make the motion under New Business). The remainder of the questions are legal in nature and should be directed to an attorney. As a general matter, though, parties to contracts should not rely on counterparties' attorneys to protect their interests. The job of the board's attorney is to make sure the board is protected. A homeowner seeking to negotiate a contract with the board should seek his own representation.

In general, you'll find little support here for the position. It allows people to stay, automatically, on the board after being removed from office, resigning during a fight, etc. If the position is in your bylaws, though, you can only remove it by the process for amendment of bylaws, which generally cannot be done by the board.

But is there agreement on what it means when it just says majority, or leaves it to RONR? I thought I remembered some thinking it is still a majority of the authorized number when the board can fill its own vacancies, or something along those lines.

Good catch, thank you.

I agree with the last point, but I do not accept any implication, if there is one, that a custom can delay a person's taking office once all actual bylaw requirements are met, and so I do not think your organization has such a rule for a regular term or any other term. No. It can be a custom, but a custom may not contradict a bylaw. If the bylaws say a person is in office, then he has the right (and duty) to execute all the functions of that office, and the prior officer is out. No custom can delay that change when the bylaws say it has occurred.

Well, you have two possibilities, so we may as well save time and answer both of them. 1. Notice was required: if notice is given at the prior meeting, it must be the precise wording. If it was, you have no problem. If it wasn't, then notice was improper and a point of order may be raised. 2. Notice was not required, but would change the vote threshold: If no timely point of order was raised and the wrong threshold was used, it is now too late to object. In any other case, there was no problem at all.

This would permit a "subgroup," however defined, which is not a majority, to prevent an action from being taken by the simple expedient of not showing up. If your organization is concerned about the issue you raise, it can modify its quorum requirements (although it's probably a bad idea) if the "subgroup" is definable enough. But absent such a rule, you (presumably as presiding officer or some other officer) are not free to overturn the results of a majority decision because you believe some group was not represented.

And perhaps also using the general principles of bylaw interpretation?