Joshua Katz

At a meeting of the board, the EC (unless your rules say otherwise), isn't even present as such. It sounds, at least from what I've seen, like your EC just decided to exert power over the board, and the board just went along with it. Don't do that.

It says you are not required to vote, but doesn't suggest that voting would be improper. If I recall correctly, I think it suggests that voting is fine and proper. You're free not to vote if you wish, though (at least as far as RONR is concerned).

No, that's ridiculous. (If you've adopted rules to that effect, though, you should follow them.) If you have not adopted such rules, throwing away votes is a gross violation of, well, many things. Not only does one person's error disenfranchise everyone else, but a person can deliberately disenfranchise everyone else if he knows he is in the minority in his workplace.

Well, that seems silly (although if the board has the power to decide what resources go to the newsletter, it probably doesn't need a good reason, at least as far as parliamentary procedure is concerned). It seems silly because all it means is that the members decided not to create such a bylaw. It takes more than a majority to amend a bylaw, so it doesn't even follow that a majority doesn't want to add "independent" to the bylaw, let alone anything else.

I recall there being some back-and-forth on possibly related topics here, but my opinion is that failing to act is not an action, and no inferences can be drawn. (Among other reasons, I say that because ordinary main motions can fail on a tie vote, and if that meant the assembly had taken action, we'd have action by fewer than a majority.) However, like GWCTD, I wonder why this needs to be determined. It's possible I'll have a different opinion if you tell us what exactly you're trying to do.

There's nothing in RONR saying the member would need to resign even if elected. Any prohibition on holding more than one position would need to come from your rules. Do your bylaws specifically say that the VP does not become the President? If RONR is your parliamentary authority, and your bylaws do not so provide, the VP would become the President and you would not hold an election.

Organizations may pass standing rules, which it sounds like was done here. Whether or not it violates the bylaws is a matter of bylaw interpretation, for which one would have to look, at least, at the duties of officers as enumerated in the bylaws. However, the way to make that point is to raise a point of order at a meeting that the standing rule violates the bylaws, not to simply ignore it. (Of course, ignoring it is an option, and then you can raise a point of order when an effort is made to enforce it, it's just not a very good idea.)

Nonmembers of any particular body do not have the right to speak or vote in meetings of that body. Members of any body (by definition) have such rights. People who are members of a committee, but not of an assembly to which the committee reports, have the right to fully participate in meetings of the committee, but not in meetings of the assembly.

There is no such thing as a friendly amendment, and no motions are in order while voting is ongoing. Therefore, no. A person wishing to amend a motion in such a case will need to move to amend something previously adopted if the motion carries, or make a new motion reflecting the amendment if the motion fails.

1. Yes, the assembly may modify its bylaws for that purpose, through whatever process it has for amendment of the bylaws. 2. I think this talk about the committee "becoming a board" is needlessly confusing. Boards have only those powers given in the bylaws (except boards which do not answer to an assembly) and so do committees. Just give it the powers you want it to have. If you want to retain the power for the assembly to act and to rescind acts of the committee, don't give it exclusive power (or expressly retain those rights for the assembly). To go further into it than that, though, is either bylaw drafting, or bylaw interpretation (once they've been drafted), neither of which we can do here because, among other reasons, we aren't familiar with the rest of your bylaws. That's a task for your organization.

You can move to adopt special rules of order for the session disallowing amendments and disallowing division, then move the items in one motion. But the body is, of course, not obligated to go along with this.

One would think the mover would know the answer to this question, and could provide it during approval (or, if absent, at a later meeting, via a motion to amend something previously adopted). By the way, my colleagues on this board continually chide me for referring to adoption of the minutes. Why, I wonder, is the motion to change them later, nonetheless, "amend something previously adopted"?

Well, I don't know the answer, and I don't think there is a clear answer in RONR. Personally, though, I wouldn't recommend storing files on a zip/flash drive. They can be lost or damaged easily. (Paper can of course be damaged easily, but it's harder to lose a few lockers of papers - although people manage.) I think keeping a hard copy is a good practice. Stay tuned for other answers. On the executive session minutes: I think you should maintain them in such a way that they can't be accessed (easily) by someone not entitled to see them, not just provide a way of detecting access. All minutes should be under the control of the Secretary rather than the ED. It might make sense to have the ED store them so members can access them, but certainly nothing the ED is not supposed to have should be given to the ED. Handing someone a sealed envelope and saying "don't look inside" is too much for most humans, I think.

Guest Zev, I agree (and said mostly the same thing above). The conversation then veered off, perhaps driven by a stray comment I made about subcommittees. So I do not believe you missed anything.

Well, I'm not sure that, whatever these passages indicate, it is a general authority to delegate power. I agree that even without bylaw authorization, a subcommittee can be tasked with specific things, such as putting on a party, but I think the board would need to, for instance, set a budget, rather than authorizing a subcommittee to spend whatever it wants. The board would have to adopt a motion creating the subcommittee, and that motion would need to say what's being delegated, correct. This is something of a tangent, I think. It's clearly not what happened in your circumstance. And if the subcommittee is to be authorized to do things, the motion would need to include that as well. You can't, to state the obvious, form an empowered subcommittee by saying "we're in executive session, you members get out here!"

If the bylaws give the Steering Committee the power to delegate, correct?

Well, you say the first one was voted on - what was the outcome? In any event, it was out of order to "table" it, the proper motion would have been postpone to a definite time. That said, deciding to postpone one motion does not obligate you to then postpone a different motion, also. It is, though, in order to move to rescind and expunge from the minutes.

I think the question is on the degree of freedom. If it helps, more specific provisions govern over more general (but that's not a reason to include two statements on one topic).

I do not think this provision has any relevance to the Steering Committee. Therefore, I would think the quorum for the Steering Committee is a majority of its membership. Since there was no quorum present during the executive session (because the chair ushered most of the membership out the door), I think you can challenge any actions taken at the executive session as having been approved without a quorum. Of course, how do you know what happened in the meeting? Well, members of the Steering Committee have the right to the minutes of executive sessions, even if they were absent. So ask for the minutes. Either the response will be to give them over, to claim that it wasn't an executive session of the Steering Committee (in that case, how did it take any actions?), or that members of the Steering Committee have no right to executive session minutes (absurd). On a side note, it is good to pick your battles, but absenting most (or any) members of a body from business sessions of that body is a battle worth picking. Finally, a somewhat more interesting issue is if no actions were taken. You still have the right, just the same, to know what went on (although there's nothing forcing anyone, so far as I know, to tell you, and it wouldn't be in the minutes, making enforcement a little more challenging). One way to handle that is to move, in open session, to make the discussions during the executive session public, which would create a right to know, but could be dangerous for the organization. But more generally, a subset of a body has the right to meet privately and not tell anyone what they discussed, so long as they aren't taking actions. However, they can't do it during a meeting (they could adjourn the meeting and then retreat to a donut shop). More importantly, they can't use any of the organization's disciplinary mechanisms to enforce their secrecy.

Okay, then I don't think its "boardiness" matters here, so long as it and its membership are defined in the bylaws. Well, then certainly any action taken in executive session will be valid, EXCEPT that it is likely a quorum was not present, and this might be one of the few cases where you have clear and convincing evidence of that fact. Do you have any special quorum provisions for the Steering Committee? Of course, it is likely that the Steering Committee can appoint subcommittees (do the bylaws permit it to delegate powers to such subcommittees) and those subcommittees can meet in executive session. That doesn't seem to have happened here, though.

I want to clarify something. Was this amendment added to the bylaws, leaving the contradictory part in place, or did it replace the other section?

Well, what does "de-facto" mean here? Is this Steering Committee defined in your bylaws, or is it just something that seems to have evolved and seized power? The passive voice is a problem. Who did the dismissing, and what reason was given? How did the dismissed people react? Well, this might not be all that relevant (but might be), but if the Steering Committee is, in fact, a board, this isn't strictly true. According to RONR, directors are officers. It is irrelevant, for the most part, whether or not they are members of the organization, since this was (I think) an executive session of the Steering Committee. Well, that doesn't matter. What matters is what they say about the Steering Committee. As a first stab at an answer, all members of the body that is meeting are entitled to participate in executive sessions of that body.

Yes, you should have access to all your accepted minutes, and members have the right to inspect such minutes. So it matters, but you also can't do the impossible.

They are recorded in the minutes of the executive session, which are themselves approved in executive session.

Given that it's a Florida HOA, I think the question of state procedural laws is also worth mentioning here, although we can't resolve it. Indeed. It's also common for management companies and attorneys to do the same.