Joshua Katz

Special rules of order last until amended or rescinded.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are changed in a manner which conflicts with the special rule, then the special rule might remain "on the books" but is superseded by the higher-ranked rule.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?

I do not believe there is a direct textual reference, but most of us here believe the answer is two: a majority of the living, breathing members of the board.

Correct.

Postponement really has nothing to do with agendas. It makes the item a general order at the next meeting. But if it has been postponed, it will come up at the next meeting - once a motion is made, seconded, and stated by the chair, it belongs to the assembly, not the maker. He can't just take it back without permission of the assembly.

After it has been made, seconded, and stated by the chair, i.e. while it is being debated.

If I recall correctly, this question has split the forum before, but I think the consensus was that, yes, the quorum is three if there are five living, breathing members of the board. I also agree, although it doesn't matter since I'm not a member of your organization, which must interpret its own rules, that the language about filling vacancies does not appear mandatory, which makes me more comfortable with this conclusion regarding quorum.

It is also worth noting that, absent rules to the contrary, there is no agenda yet for the next meeting. There is a piece of paper with the word "agenda" on it, but until adopted by the body, it is not the agenda. Prior to its amendment, OP can move to strike the item in question because it is absurd.

To add an agenda item while the agenda is under consideration, move to amend, which requires a majority vote. To add an item when it has been adopted, move to amend something already adopted, which requires 2/3 or a majority of the entire membership. Then, unless your rules say otherwise, this 'standard practice' is incorrect. An agenda is simply a piece of paper until adopted by the body. The President is free to write things down, but the agenda is not an agenda unless the body makes it so.

The minutes should reflect what was done at the meeting. There is no requirement that there be an audio recording, and while the absence of a motion on the audio recording is evidence it wasn't made, if the body remembers it being made, the minutes should reflect it.

Good point. 19 people.

If a board has a meeting, any meeting, it needs to have a quorum in order to conduct business. If it's a meeting of something else, there need not be a quorum of the board, but there needs to be a quorum of the body that is meeting. I have no idea why the bylaws would define "majority," let alone why they would define it as being within a range. Regardless, if there is no definition of board quorum in the bylaws, and RONR is the parliamentary authority, then a quorum is a majority of the actual members of the board. Your bylaws can modify quorum, but they cannot change the definition of majority, so even if there are, say, 20 members, so that a majority is 10, that's what the quorum is. But it's possible something isn't coming across well in this communication.

This is confusing, largely because either your government has rules which use words in non-standard ways, or has misunderstood its own rules. To begin with, the general rule is that ex-officio members are members, and may participate fully. Either this is not the case in your organization, or someone misunderstood it and denied them the right to participate for some length of time. The other issue is that it does not sound like the member under discussion is actually ex-officio at all, but rather is appointed by another body, but specifically chosen for this position. An ex-officio member is a member solely by virtue of an office held. If the Council selects and appoints people, they are not ex-officio. If an ex-officio member is not under the control of the organization, he can still participate fully, but is not counted for quorum purposes. Be that as it may, RONR's statement that public officials who are ex-officio members are not under the control of the organization is applicable to ordinary organizations - for instance, the Lions Club may put the Mayor on its board ex-officio. Here, it's somewhat less applicable, since both are governing bodies of the same "membership," i.e. the citizenry. I'm not sure what that does to that rule, to be honest, as applying RONR to public bodies is challenging, and usually is complicated by governing laws. It does seem clear that whatever the role of the "ex-officio" member is, your organization had no right at all to modify it, and if the ex-officio member cannot vote by rule, then you had no business adopting a rule permitting voting - let alone modifying your own quorum requirement, which probably comes from a statute. But what's done is done, and what matters now is what the actual rules say. For that, you will need to consult the precise language of the statutes or other rules setting this up.

Although, again depending on your rules, in general, members of a board (to which your council is analogous) have power only as members of that board, unless the rules say otherwise. (So the mayor might have other powers, but it is unlikely that your newly-elected council member does.) It sounds as if you are describing one council member making decisions that, presumably, only the council itself can make, such as establishing rules of order for meetings and making employment decisions. That said, the following sentence is unclear to me because I'm not sure how the pronoun works: Who has said that who is in control? One council member out of many is unlikely to be "in control" of the town government, unless there is a rule saying otherwise. The council may or may not be, depending on the relevant laws.

The official rules, meaning RONR and not any other rules to which your organization may be subject, say nothing preventing controversial items from being brought up at meetings, and specifically allow members to make motions. They do, though, change the vote threshold for certain motions, mostly those which bring something again before the assembly, when notice is given, to promote stability.

We have no idea. It depends on your town charter and ordinances, and relevant state statutes and constitutional provisions.