Joshua Katz

A mobius pancake?

Personally, by the way, I wouldn't bother asking a non-member who is making assertions about procedure for a citation or justification for her claims. I'd just raise a point of order that non-members may only speak with permission, and that there is not unanimous consent to allow this particular interruption since I am objecting, so if the committee wishes to allow its employees to boss it around, it will need to vote to do so - and, if this committee is elected, this abdication to employees is something voters should consider.

Non-members may not raise points of order. This is not a point of order. Even if there is an applicable procedural statute causing this to make some sort of sense (committee debate time is for the committee, not for non-member staff), it is up to the chair to make rulings as to proper procedure, not the ACA. Furthermore, while the chair may seek advice from anyone he wishes, no one may provide advice on parliamentary procedure without being asked - especially non-members. Well, it's true enough that any side conversation, including with non-members, is a breach of etiquette, but she shouldn't have been speaking at this point at all. There might be state laws or local ordinances. Often these spell out, in mind-numbing detail, elements of public hearings and the like. Staff will only dominate the debate (and generally will do so) when the actual members, who are in positions of public trust, allow them to do so. In my opinion, it is a violation of the public trust to allow this.

Then you should amend your bylaws. The only officers, though, are the President, secretary, and treasurer. There really is no concept of "rank" here; the officers each have their own jobs. As to selection, well, I would think if the bylaws are silent that the assembly can choose from any of the methods in RONR, but the question becomes what the assembly is. The fact that the President must be a board member is indicative of something (although I'm not sure what). Can you quote verbatim how your board gets selected, and the designation of the officers?

But the facts here say nothing about the group of people giving binding instructions. That said, why couldn't the assembly adopt a motion authorizing the random group of people to give binding instructions? It's the full assembly, not a board.

I'm sorry, I was unclear. I meant that I didn't find it persuasive simply because committees can be given instructions, not because a delegation is not like a committee. Well, lack of clarity is a concern, but I have trouble seeing how it fits in with your previous comment. Again, I agree this is less than clear (although it would make the most sense to treat it as the second, since that would violate no rules, while the first would). It seemed to me like your previous comment was suggesting that there was something improper in giving instructions to the delegates, or instructing them to consider the views of non-delegate members. If not, I withdraw my disagreement.

I'm not sure I buy Mr. Kapur is saying. The delegates are selected by, and empowered by (presumably) the assembly. Why can't the assembly, barring some rule of its own preventing it, then give instructions to the delegates? Of course, there are likely some rules, cutting one way or the other, of the parent organization, and perhaps applicable statutes. I'm just having trouble seeing why instructions couldn't be given as per RONR. It would remain true that the delegates could, of course, ignore those instructions, and while they'd face disciplinary action, their votes would be perfectly valid, so in some sense it is impossible to instruct them. But as a matter of parliamentary procedure, I don't see the issue. I also don't find the committee comparison persuasive. The assembly can give instructions to committees under the right circumstances, can it not?

Sure, but here is the question I was responding to: I took this to mean what to do about the action, not to be about removing people from office or disciplining them. I agree that where a discretionary decision must be made on that, motives may properly be considered. By "it" I meant dealing with the board's action.

Sure, so far as RONR is concerned. Parliamentary procedure governs what goes on at meetings. Politicking outside of meetings is not governed by it. The General did give some advice on the subject. The point of that advice was that democratic societies must learn the following principle: when a decision has been made, those who disagreed should join in the work of executing the desire of the majority, while also looking forward to the day when the decision can be reversed.

To make it easier to steal? I dunno, it's their group and they can do what they want to, I guess.

Well, the default rules in RONR for amending the bylaws would apply if the bylaws are silent on it. Those rules are a variation on ASPA, but require notice AND 2/3 vote, or a majority vote of the entire membership.

Motives have nothing to do with it. You question their powers, not how they choose to exercise them. The point is whether or not they have the power to take the action.

Appointing a committee is an action, and must be taken by someone with authority to do so. The bylaws may explicitly say how committees get created or may give for body, such as the board, a set of powers which includes appointing committees (either exclusively or non-exclusively). Absent that, the assembly can appoint committees. Regardless, the board probably can appoint committees of the board (but not of the assembly without authorization). So no, a member cannot simply announce "we're the audit committee!" Well, he can, but it doesn't mean anything. Nor, though, does it matter all that much, I guess. Unless empowered otherwise, a committee can only make recommendations - i.e. report motions. Any group of members (or people, I guess) can also meet informally and decide to have one of their number, who is able to do so, make a motion, albeit under a different agenda item than "committee reports." Committees don't actually do anything that a group of people can't do on their own, except get called "committee," unless they are given other powers. So the question would be - does this member simply intend to play a game where he calls his friends a "committee" and sometimes makes motions they happen to support, or does he intend to do something else? The board might as well do nothing, since there's nothing to do, unless he insists on giving a "committee report," claims his motions don't need seconds because they came out of committee, or demands a committee budget, or whatever. I might change my opinion on that, though, given more facts.

Well, that's also what convincing would mean. What is "clear" doing, then?

So, pardon me if I'm missing something, but why not just show up on the 30th, for this default meeting, and elect officers? And then amend your bylaws so that the board cannot prevent meetings from happening.

Please consider joining our humble forum. As a member, you can edit your own posts. (But you shouldn't delete them, or make edits that entirely change them, because that makes the thread nonsensical. But you can add a note like this one to the bottom of a post, once you join.)

Oh, c'mon everyone. The bylaws allow for meetings at the call of 5 members. If they have 5 members who want a meeting, I don't think the fact that the bylaws call for the Secretary to issue the call itself is sufficient to prevent holding any meetings until the officer terms expire, at which point there are no officers and no one to call a meeting. We're about about 19 people who like playing a sport. There's no reason they should be forced to stop playing their sport because the Secretary didn't send a letter about something everyone knew about (that can be arranged, I'm sure, there's only 19 of them). I would suggest they just hold the meeting anyway. They have no money - is someone really going to sue over this? If, on the other hand, there aren't 5 people who want to meeting, I suppose there's not enough enthusiasm to play much anyway, so the whole thing becomes a non-issue.

No one seems to have taken up "amended," so I'll take a crack at it. Unamended: Mr. X moved that Y. After debate, the motion was adopted. Amended: Mr. X made a motion which, after debate and amendment, read X. The motion was adopted. Note that you need not show the original motion and how it was amended, just the final form. The person who moves to amend is not included in the minutes. Also note that none of these things are accomplished parenthetically.

I agree everything depends on the language, but what we were told is that the qualification is (among other things) 15 years, and that this member had only 13 years. Certainly I can imagine hard cases when it comes to defining 15 years of service, but if you've only been a member for 13 years, that one seems pretty straightforward. I suppose it is possible to interpret the original post as saying that the person was a member for 15 years, but didn't meet attendance requirements for 2 of them, in which case I agree one would need to parse the bylaws carefully to determine if the member is qualified. In any case, though, interpretation is for the organization, and the organization will figure it out when a point of order is raised.

Sure looks to me like you only need to be elected. But I am not a member of your department, so my opinion is worth what you pay for it. Why would the person presiding at a meeting not have the authority to rule on a point of order?

A motion to discuss is out of order. You move to do something. She could, if she wants, make her motion, then move to postpone definitely. But she cannot unilaterally decide that the assembly will not be voting on the matter tonight. Or she can move for a recess, during which it gets discussed. Regarding your follow-up question, discussion is not business. Business means taking action, so wanting to talk about something without resolution (in my opinion, a useful way to waste time) is not bringing new business, or any business at all, to the board.

Thank you. To be absolutely clear, I just want to amplify my remark that my argument may fail in the HOA context - but that is a question for the wisdom of the body.

I don't think it's necessarily the case that this couldn't have been done as a secondary amendment.

Well, not a second main motion. You can vote on subsidiary and incidental motions. What do you have in mind?

Well, the latter complaints here can be dealt with by voting him out of office and/or raising points of order at the time of violations. So let's focus on the bylaw proposal. First, note that no rule in RONR can definitively tell you what your bylaws should say, since your bylaws outrank RONR. That said, RONR gives advice, and we can give general advice based on our experience, but ultimately your organization decides what is in its bylaws. I am not sure I agree with you that, by itself, the fact that a behavior can be dealt with by immediate discipline means it isn't a valid reason to remove a director. The board might prefer not to have its meetings taken up with disciplinary procedures for offenses in meetings, and to actually conduct business, so it might be a good idea to get rid of someone rather than continually voting to kick him out of meetings. On the other hand, I'm not sure an-exclusive list of causes for removal is particularly meaningful. Certainly no one would think that it requires removal of anyone who does any of these things, even if only once (hopefully). It also doesn't require that one of these things be done before removing for cause. In short, it does just about nothing in terms of rules. I'm not convinced, outside the corporate context, that cause requirements for board removal are a good idea. They expose the organization to litigation more than is necessary by providing an argument that removal violated the bylaws, and they don't encourage or discourage any particular removal. Things are different for corporations, and potentially for HOAs, so this might not be helpful input. As far as legal requirements, we can't help you, we can only provide advice on bylaws as concerns parliamentary procedure. Finally, if the President has expended organization funds without authorization, whether by a bylaw or rule, or a vote by a body capable of giving authorization, then you have a few options. You can discipline the President, including demanding repayment. You can decline to do so and permit people to stick their hands in the treasury. I think the former is generally more useful, but it's up to your organization, via its disciplinary procedures. This could be a matter of interpretation - if, for instance, the President is authorized to consult with an attorney and bill the organization as needed, it isn't clear to me that there's anything wrong with doing so in the context of a bylaw proposal (even if he's making the proposal as an ordinary human, not the President). Suppose someone else gave notice of a proposal. I would think it would be proper for the President, if in doubt, to get legal advice, paid for by the organization, about the legality and legal impact of the change. The same, I think, would apply when the President writes the proposal.