Joshua Katz

Well, it's not a "pure" definition, but this sounds more like an assembly, and probably should require there be a motion pending. I would recommend simply telling people you'll be ruling out of order any "motion" which does not propose an action, i.e. those "for information only" points. I think "motions that the proposal contained in the report is out of order" is confusing, and potentially not true. A report can say whatever the reporting body wants it to say. If the committee moves an out of order recommendation, a point of order is appropriate, but if the committee simply says they think it would be a good idea a point of order cannot be raised. Backing up, while technically a point of order is a type of motion, saying you'll allow motions that a point is out of order is confusing. You can just rule that a proposal is out of order, or rule on a point of order to that effect - but only when it is before the body as a proposal, not just because someone said it (which is a good reason not to allow "information only" discussions, unless the body forces your hand through a motion to do so).

Well, that is generally a problem, but now there's the added wrinkle, which I think we all missed initially, that you are talking about a committee, not a full assembly. Rules are more relaxed in a committee, and discussion is more encouraged. But this is confusing, since you previously referred to hearing committee reports. Were those subcommittees? A report that the roof is in trouble could certainly lead to a motion to take action. However, more commonly, a committee makes a report with its recommendation, and the presenting member (usually the committee chair) moves the recommendation. Thus, the committee chair would report briefly on the state of the roof, explain that the committee is recommending that it be replaced, and then say "I move on behalf of the committee that a RFP be sent out, three quotes obtained, and the chair empowered to execute a contract with the lowest qualified bid." (Or whatever you want it to be.) Alternatively, there is no reason you can't have 3. a motion to replace the roof and to obtain 3 quotes. That is, the 3 quotes need not arise from an amendment, they can be in the original motion, if the mover desires. Well, I remain unconvinced that this sort of thing, which is common, ever "works great" in the sense of getting people home at the optimal time and facilitating the best decisions. Perhaps it works passably; more likely, in my opinion, most organizations think it works fine because they haven't experienced just how much more efficient they could be. Demanding that there be a pending motion, to which debate is confined, reduces decisions to a binary decision tree (even if there are 4 options presented via amendments, first you wind up choosing between 2, then between the winner and a third, etc.) This is, in my view, ideal - otherwise, debate becomes less focused, with people waiting for their "turn" simply to make their own point, rather than engaging with what has already been said. Before I can comment on this, I need to know if we are talking about an assembly or a committee. You used both words in this post.

Well, I certainly agree with that, but: Is this a statute as in something passed by a legislature, or are we talking about a rule of the organization? If the former, in my opinion, the chair should only declare the motion out of order if the statute in question is procedural, rather than substantive. If the latter, out of curiosity, what does this presiding officer think her role is?

No, and a point of order may be raised by any member who notices that a quorum is no longer present. But if no point of order is raised, and business is conducted, you need clear and convincing evidence, at a later meeting, that no quorum was present, to invalidate those decisions.

Agreed. I misread the question.

Well, yes, except that there should be no vote on approving minutes. Instead, the chair should, once there are no further corrections, declare the minutes accepted. But a member who was not present may participate fully in the minutes approval, including voting if there is a vote. The threshold for an original main motion is a majority vote, which means more voting yes than no. If a quorum is 9, and 9 are present, and 8 abstain, and 1 votes yes, the motion is adopted. Your rules, of course, may contain exceptions requiring thresholds based on all present, but those would come from your rules, not RONR. RONR does have a few thresholds based on the size of the entire membership, but those are unrelated to how many are present at the meeting. In short, yes, so long as the threshold is a majority. And if the threshold is 2/3, and 2/3 of those voting vote yes, then yes too.

The nominating committee may nominate one of its own members. That member need not leave the room, nor is it proper to ask them to resign from the committee. The member should not vote on the question because of a personal interest not in common with the others, but cannot be prevented from voting. Edited to add: I think it's interesting that people worry about this (outside the corporate context, anyway). The nominating committee isn't making a final decision; there will be nominations from the floor and an election. No one seems to think it is a problem for a candidate for office to vote for themselves (in government elections, it's common to show them arriving to vote on tv; when I ran for office, I brought interested students with me, before school, to watch me vote for myself). So why do people think it is somehow more problematic when the nominating committee is involved?

Well, to illustrate: anyone (there's nothing specific to the secretary) can raise a point of order. The chair rules on it, subject to appeal - so, ultimately, a majority decide what the rule means, for the purpose of the meeting. If they decide wrong, or based on self-interest, well, it's not clear what the solution could be. By the way, recall that RONR permits the inclusion of other things in the minutes when the body so directs, so it's not entirely clear to me that inserting things that don't belong always violates a rule. Making the minutes inaccurate does, in my view, but I don't know what can be done. To be philosophical, there are no "accurate minutes" other than those the assembly accepts - just as guilt is a legal condition, not a factual one (to borrow from another context). In particular, the secretary is not presumed to have any special access to truth beyond that available to the assembly, so the secretary cannot simply change the accepted minutes. Nor can the secretary insert editorial comments ("this didn't happen") because once accepted, the minutes belong to the assembly, not the secretary.

In the case of an organization where each person does not have one vote, you can rephrase my comments as applying to a majority of the votes at a meeting. If a majority of votes at a meeting are cast by people who do not care about the rules and just want to accomplish what they want to accomplish, there's not much you can do about it. A majority that is willing to ignore the rules can win any appeal of the ruling of the chair. The system relies upon people not doing that, and voting for what they truly believe the rule to be on appeal, even against their own interests. If they aren't willing, well, there isn't much parliamentary procedure can do. Of course, we hope that if this happens at a meeting, the next meeting will correct it - but if the majority of votes at all meetings are controlled by people who don't care for the rules, well, they're doing to control what happens. And yes, HOAs present a special problem in that they represent large investments you can't easily get out of. (Other organizations, by contrast, often involve smaller investments where there simply is no way to get them back at all - dues, travel, donations, etc.) My point is simply that I don't think parliamentary procedure can do much to solve that. It's a system of making decisions that assumes buy-in; absent, again, the court system (which you've apparently tried) there's just no "enforcement mechanism" to it other than the system itself. It's a method for organizations to self-police; if the organization (i.e. a majority of votes at a meeting) doesn't want to do so, there's no good way within parliamentary procedure to make them. Of course, I have no way of knowing if your large owner, who controls many votes to my understanding of your rules, cares about the rules or not. I can only go on what we've been told.

Is there a solution to the problem, as I understand it, that a majority willing to ignore the rules can do what they want? In my view, not really, absent legal remedies beyond the scope of this forum. I would recommend not belonging to organizations where a determined majority ignores the rules. If, on the other hand, the majority cares about the rules, it can rewrite the minutes to its heart content, but won't.

Well, I agree with the general point, but we don't know enough about the motion, in my view, to know this. There's nothing we've been told that establishes that the chair himself won't face legal consequences for "executing" the motion. We don't know that he will, either, but he could well fear this. (The correct response, in addition to debating it initially, would be to leave the position if you can't carry it out, but a noisy departure, informing the members that they've made a mistake by forcing people to choose between criminal liability and giving up a position, is not necessarily improper.) To emphasize - yes, the chair is supposed to carry it out, and no, the chair does not have discretion to decide an adopted motion is not going to be carried out. But I do not agree with making definitive statements about the consequences of actions without knowing anything about it. My earlier point, in case it was misunderstood, was simply that everyone involved is human. There's nothing wrong with, before you kick the chair out, asking "so, why do you think this is illegal?"

The presiding officer should not give them this option. Once there are no further corrections, the minutes should be declared approved.

What does "delayed the outcome" mean? Agreeing with Dr. Kapur, I'm familiar with at least one case where a board, fed up with inaction from the chair, simply assigned its vice-chair additional executive authority. It should be noted that, as RONR mentions, the actual execution of motions is an activity performed outside the deliberative body - in a purely deliberative body, such issues would never arise. Thus, actions outside the meeting necessitated by the motion need to be dealt with via discipline, removal from office, censure, etc., rather than pure procedure. It might be worth figuring out, though, why the chair thinks execution might be illegal (I assume substantively, since otherwise he would have just ruled it out of order). An organization can, of course, act in ways that violate substantive law, but it's generally a bad idea.

Ah, I missed the part in the question where the inaccuracy does accurately reflect what was said at the meeting. I agree with Mr. Martin. My apologies.

That much I think is clear - if it is to have a more restricted meaning, the organization, not I, must discover it.

Certainly I agree on what dispense with the reading means, and obviously with the RONR quotes. But as a general matter, there is very little procedurally that cannot be done by unanimous consent, no? If nothing else, unanimous consent means no one will raise a point of order. I'm not sure (unless it's because the quotations are more specific and hence governing) why reading the minutes should be something that a unanimous body cannot skip, above and beyond the rules discussed here.

Well, the statement probably shouldn't be in the minutes to begin with, since minutes are a record of what is done, not what is said. But if the minutes have been accepted and contain an inaccuracy, they should be corrected by use of the motion to amend something previously adopted (!), which requires a 2/3 vote, a majority vote with notice, or a majority of the entire membership voting in the affirmative. (In my opinion, the statement, and all statements about what was said, should simply be struck, but your organization can decide to change the number instead.) What should not be done, if that is the question, is that the secretary should not simply insert commentary to the effect of "here's the real truth." The minutes must be corrected by the body to which they belong, not annotated by an individual.

No, I don't think I'd go that far. For instance, rescind strikes me as subject to this rule. I'm more expressing uncertainty and caution about a bylaw that likely did a poor job of conveying what it meant.

You can't waive reading by unanimous consent? It wasn't what I meant, I meant that neither distributing in advance nor distributing at the meeting are obligatory, and when one is done, there's no need to read except on demand of a member, but now that I think about it, I don't see why the reading can't be waived unanimously even without any distribution. I'm not saying it's a good idea, of course, but if anyone thinks there's a chance they'd correct something, they can say "I want to hear them."

I suppose I'm out of step again, but I'm not so sure. What is a "decision" of the organization? Is suspending the rules a decision? I'm more likely to be convinced that, say, rescind, is a decision. But procedural motions, I'm not so sure.

Regarding printing everyone a hard copy, this is not obligatory even if draft minutes (until approved, they are not minutes, but rather your notes or draft minutes) had not been sent out. Making sure everyone has a copy, as by mailing them, is a good practice, though, since it gives people a chance to know what corrections are needed rather than listening intently and keeping track. As to reading the minutes out loud before the chair asks for corrections, any member can demand that they be read, but absent such a demand, there is no need to read them out loud.

Interesting. I seem to be outvoted, and I find the points raised persuasive, so I'll withdraw.

I agree, and if the two provisions were in the same document, I would agree that the best interpretation avoids absurdity. But they aren't, and the power to transact business appears in a lower-ranked set of rules. As you said, permission implies the exclusion of other things in the same category. We agree, I take it, that there can be only one membership meeting. We also agree, I assume, that the president may call a BOD meeting during the annual meeting. I would like to imply a power to call such meetings at other times from the authority to transact business, and I would do so if they appeared in the same document. But since they don't, and this is the governing rule in the case of a conflict, it looks to me like there's a conflict. My guess is that there was a scrivener's error somewhere along the way, although it's likely that it would be very hard to find. My best advice is to amend the Constitution. But, really, what you and I think it means doesn't matter that much, anyway. The language as it stands, in my opinion, doesn't really carry any unambiguous and non-absurd meaning. That means this is a matter of interpretation for the organization, which will probably decide that its board is allowed to meet. But it really should amend its Constitution to avoid the problem.

Well, if there's a conflict between the Constitution's odd wording and the rules in the bylaws, the Constitution prevails. It's hard to say without context, and only your organization can interpret your rules, but my opinion at the moment is to agree with my colleagues who think the board can only meet when so provided by the Constitution, i.e. during the annual meeting (as strange as that result may be). But one thing to investigate is to look at prior versions of the Constitution and/or minutes from meetings where it was amended. There could be a scrivener's error. And, of course, the best solution is what you suggested in your initial post: to amend the Constitution, by whatever procedure is given for doing so. The answer is, it seems, you can't. But the Constitution is a higher-ranking document than the bylaws.

What appears where? In particular, does the Constitution or Bylaws give the board its power to manage the affairs of the organization? And which document provides for meetings of the Board only during the annual meeting?