Joshua Katz

We can't answer legal questions, and in any event, the coverage of your sunshine law depends on your jurisdiction. It is more likely that your Trustees are impacted by such a law than your fire department, but again, it would requiring knowing your specific law and interpreting it. You'd need to consult an attorney on that. Strictly in terms of RONR, none of these discussions are improper, and none of them require notice or being open to the public or the FD membership. The reason is that, when they met at the restaurant, no action was taken (or, at least, so it seems). It was just a discussion, and RONR has no requirements about what happens outside of meetings, because it is a set of rules for meetings. That doesn't make it nice (although some might call it 'politicking'), it just means RONR has nothing to do with it.

I'm not quite sure what "over the president" means in this context. However, it sounds like the president met with 10 people for advice, then proposed the ideas that were developed to the board without telling the board where they came from, and didn't tell the board about his plan to do so. So far as RONR is concerned, none of that violates any rule. Depending on the nature of the assembly and the jurisdiction, there may be relevant sunshine law provisions.

What I was going to say, without entering into bylaw interpretation, was that if the President believes he has sole appointment power, he could proceed in two ways. One, he could raise a point of order on his own accord, which would almost certainly be appealed. Alternatively, he can simply ignore the election and go on to make the appointments, regarding the election as irrelevant. This would cause a point of order, which he could then rule on, which would be appealed, etc.

Are you the President?

If the author says the presence of a motion on the agenda is not sufficient, I'll accept that. But if at the meeting, the assembly starts discussing the motion on the agenda, I certainly would not stand up and object that no one had made the motion. If I were presiding, I would find such a point of order not well taken because debate had begun, and it's only effect would be to make someone read the words on the agenda.

I would tend to think so, but ultimately whether that bylaw applies to parliamentary motions is a matter of bylaw interpretation, I think.

Then I disagree too. I do think that, at that point, it's not really worth fighting over, though.

Minutes need to be available to members of the body that was meeting (and not to others). And yes, minutes need to be adopted. There is nothing preventing the chair from having his own notes, so long as they are kept secret from those not in attendance, but that does not eliminate the requirement for minutes.

The body should elect a secretary pro tem. You have used two different terms here - executive session and executive meeting. I will assume you mean executive session in both cases. The minutes of an executive session can be adopted at the conclusion of the session, if they are prepared. Otherwise, they can be adopted at a later executive session. That generally means holding an executive session at your next meeting solely for that purpose - the minutes of that session, then, can easily be adopted at the same session as well, since they will be very short and contain only the adoption of the previous minutes.

I agree. I was picturing the case where no motion is on the agenda.

To expand slightly on Dr. Stackpole's answer: The agenda tells you on what topics business will be introduced. A motion introduces the business. Thus, for instance, an agenda item might be "The Clubhouse Color." A main motion, made when that agenda item is reached, might be "To paint the clubhouse red." I mention this because the requirement is not a formality. It prevents you from coming to that agenda item and saying "okay, well, we're going to talk about the clubhouse color now," and then having an interminable 'debate' in which all speakers talk past each other, singing the praises of one color or another, and no decision gets made. (If you wish to have such a thing happen, of course, you can, via the method of filing blanks - but this method ensures that either a decision will be made, or the thing will end eventually.) Instead, no debate takes place until someone puts forth a plan - Red! Then the discussion is focused on red or not red. Ah, you say, but I like blue, how can I make it blue? Simple - you can move to amend by striking and inserting, and the question for debate now will be: if the clubhouse gets painted, shall it be red or blue? Once that is resolved, you can return to the question. But what if I'm okay with red, but only if it will be done within a month and for no less than $200? Amend by addition. I, on the other hand, want to adopt that amendment, but I will be uneasy with spending more than $150 - I will use a secondary amendment. See how, regardless, at every stage, there is a question which can be answered with a yes or a no, as opposed to an open-ended question. This is desirable if, like me, you prefer going home. That's why a motion is needed. We can go further. This sort of proceeding doesn't only improve your decision-making process once. It improves organizational discipline, as well, because it encourages people to think all the way through their ideas before a meeting, rather than saying "I dunno, I just think something should be done about the basement." If that fails, you have a means to force that sort of consideration - the motion to refer. When Mr. Smith says he has no real ideas, but wants the meeting to discuss the basement, you don't need to slap him, you just move to refer to a committee, which then returns with a fully-baked recommendation, during its report, for the assembly to adopt, reject, or amend and then adopt.

Okay, got it now. Thanks.

Why not? Or, rather, why isn't the answer "that's a matter of bylaw interpretation," as I thought you said in your previous reply.

Do your bylaws permit special meetings?

I don't see where we learned that.

Of course, that's also the rule they want to suspend, so I'm not quite sure about this.

Why wouldn't it take a majority of those present, given that their bylaws say they can do everything with a majority of those present?

That sounds right, yes. I thought you were imagining each person voting for only one candidate, making a majority much harder to attain. I also didn't realize you had 300 nominees, which will make things a bit more difficult - you might be better off, in that case, with blank papers and having people write the 1-11 they wish to vote for, because it would take a lot of paper to print 300 names.

First, to be clear, you cannot elect with less with a majority vote unless your bylaws provide otherwise, and yours don't. However, keep in mind what the majority is taken of. There's a difference of opinion on this board, but to give the majority view (with which I happen to disagree), each person may vote for up to 11 people, assuming the positions are all identical (if not, they'll need to be elected separately). In general, write-ins are allowed, but perhaps your rules do not permit them. However, each ballot (with at least one candidate selected) counts as only one vote towards majority, whether 1 candidate or 11 are selected. So getting a majority may not be as difficult as you envision. However, I'm more concerned about this bylaw provision, which seems like it would cause all sorts of problems. For one thing, a majority will be based on those present, not those voting as RONR would have it. More worrisome - suppose you did want to suspend some suspendable rule. It seems to me that, arguably at least, in your organization it could be done by only a majority vote, not a 2/3 vote, since the rule you cite might be interpreted as requiring a majority vote (of those present) for everything, including parliamentary motions, unless your rules prescribe otherwise (which they likely do, for example, when it comes to amending the bylaws). The easiest way, for which it is probably too late, would be for your bylaws to authorize electronic voting, using clickers, or an app available on phones. The NAP does this, and it works rather well. So far as I can tell, though (unless it's somewhere not quoted) your bylaws do not require a ballot vote at all. RONR contains some other methods of voting which your assembly could choose to use.

I agree, so long as it passed by more than one vote. Did it?

Vote again, and continue voting until someone has a majority.

Yes, adopted minutes can be amended. They only should be amended, though, if they are inaccurate or incorrect in some way. Your objection here is to what was done, not to how it was recorded. By the way, the motion to rescind something previously adopted, which I suggested would be appropriate if your point of order failed, forms a pair with the motion to amend something previously adopted. In any case, what's appropriate here is to (if the point of order fails) change what was done, not how it was recorded. I mean, can you falsify your minutes via this motion? Sure, but you shouldn't - for many reasons, but in part because it would render the minutes of your next meeting unintelligible. Which is just an example of the general principles as to why we don't falsify records - because the records tell a story which evolves over time, and they exist precisely so that people can understand the story. Or look at it another way. Suppose some homeowner complains of their treatment during the period between the motion's adoption and your point of order (if it is accepted). Would you rather explain the way they were charged with the minutes of the February 2017 meeting as they are, or as they'd appear if you took out this motion? Either way (apparently), they were charged incorrectly, but in the latter case, it would also appear that there was absolutely no reason, no good-faith belief, etc. for the charges to be billed as they were. That puts you in a worse position. Disclaimer: I am not agreeing, or disagreeing, with your claim that the motion was out of order. I'm simply telling you how to proceed on that basis.

You know your organization's affairs better than I do. Regardless, the answer to your original question remains the same: if a motion remains in effect which violates your rules, raise a point of order at a meeting, and appeal if necessary. If the decision of the assembly (board, in this case) is that you are incorrect, you can make a motion to rescind. (If that fails, you can also make such a motion, depending on your specific rules, in the parent assembly.) No change should be made to old minutes as a result of either action; the actions should be recorded in the minutes of the meeting at which they take place. The minutes remain accurate, even if you later overturn the action or decide it was out of order.

If the action is still in effect, raise a point of order. Either it will be ruled out of order, or not, either of which is appealable. If the chair/assembly decide it was in order, you could then move to rescind it regardless. It's not clear to me that there remains an unexecuted portion of this motion, though. I see an "objective" which was not part of the motion (and, incidentally, probably does not belong in the minutes), and a motion only impacting one lot, whose owner has presumably already paid. If I'm right, there's nothing to rescind, although you could make a new motion to return the money. In any event, what was done was done, and those are the ways to correct it - not amending the old minutes. If the motion is accurately recorded, there's nothing to amend. The only amendment I might think would be proper would be removing the commentary that was not part of the motion, but that's unrelated to the point of order or motion to rescind. As a general matter, if you later change an action, you don't change the minutes of when it was adopted originally.

Has his successor been appointed and qualifies?