Joshua Katz

This might be a question of bylaw interpretation - the quoted bylaw, which will be more specific than any other on this question, says both that the appointee serves the remainder of the term, and that they serve only until the election. Now, under the rules in RONR, this wouldn't be a problem, since RONR says that, unless your rules say otherwise, the new terms begin immediately (unless a person is absent). Your bylaws, though, seem to provide that new officers do not take their positions until January, which means your bylaw says two different things. My opinion would be that the final clause would govern, and the term ended at the election. However, I'm not sure about this "delayed taking office." What, precisely, do your bylaws say about when the newly elected people take office? It strikes me as more likely that, whether he likes it or not, he'll be in office in January, just like everyone else, and doesn't have the right to just delay his taking office, but your bylaws may provide otherwise.

Is this automatic elevation in your bylaws, or is it a custom? (Roughly the same question: is the President elected?) What are the terms of office provisions in your bylaws? I think this information will make it possible to say more about your questions.

I don't think the facts here are clear. The original question said the EB appointed the individual to a vacancy (which, I think, most of us are presuming means a vacancy on the EB), but this post says "they didn't appoint [him] themselves." So who did? The original question asked about removal before an election, this one says the election occurred. This post also refers to his "service," as if he served the board, rather than being on the board. Can you please clarify some of these factual questions? Even with these assumptions, it's not clear to me whether this individual is rightly in office. The bylaw may contradict itself, making an issue of bylaw interpretation for the organization, at least as applied in this case, or it may not. What are the provisions regarding terms of office in the bylaws?

I can't say I fully understand, but there's this: even if the board meets in executive session (with a guest), board members have a right to the minutes, but must keep them confidential. If the question is whether to give the executive session, that's a decision of the board, not any individual. It would adopt a motion to that effect at a meeting. If you mean some other kind of private meeting, well, that's beyond the scope of RONR, and so far as the rules are concerned, if someone says "I want to meet with you privately," nothing parliamentary has taken place, and so RONR doesn't impose any duty of confidentiality. But it does sound like this is to be an actual meeting, since it will have minutes.

Probably not. Motions in conflict with the bylaws are invalid, with certain exceptions. What did you have in mind?

If a member, then yes.

Four issues here: 1. At a Regular/General meeting, anyone who is a member of the body that is meeting may make a motion on any topic to be considered by that body. 2. The minutes of the Executive Committee should not be adopted at the Regular/General meeting. They should be adopted by the Executive Committee. More generally, any body should be adopting its own minutes. 3. If the Regular/General meeting is approving spending, that's not the same thing as adopting minutes. It sounds like the Executive Committee is making recommendations. In that case, the reporting member should move those recommendations during its report (no second is required when a motion is made by direction of committee) and the body should then decide. Do not blur the line between adopting minutes, which just says they're correct, and adopting recommendations made by a different body. It sounds further like those recommendations first come from a subcommittee - the reporting member of the subcommittee will move the subcommittee's recommendation in the Executive Committee in the same manner. In both cases, that's the correct procedure. Is it totally mandatory? Well, no - the reporting member could say "yea, we think this is a good idea" without making a motion, and some other member could then make the motion, but that seems to introduce a hassle into a meeting for no good reason. If a non-member wants to show support for a committee recommendation, they can speak in debate on the motion. 4. No motion is needed to adopt minutes. The chair asks for corrections, and when all corrections have been handled, declares the minutes adopted.

So, if I've got this right, the bills you want them to pay are not the bills for the attorneys they contacted, but rather your bills for fixing the mess? That is not a parliamentary issue, it's a legal one. You should ask your attorney your rights in this situation. I do not know what the final sentence means, but it sounds like, despite your board not authorizing any actions, there was some permanent effect to their actions. That, also, is not a parliamentary issue, but a legal one. So, with that further information, I think there is no parliamentary issue here, and all matters can be resolved with an attorney (if they are to be resolved at all).

Isn't such a rule in the nature of a rule of order, or at least pertaining to meetings? If it's not in the bylaws, I think it can certainly be suspended. If it's in the bylaws, maybe. I think that's pretty fact-dependent. We don't really know what happened at the meeting. I think it could well be a parliamentary question, though. Were any actions taken?

It seems to me that the board member is not being brought up on charges: Although that raises another question for me: what is this "charges from the board" business? Do your bylaws permit the board to handle discipline? If not, discipline is handled by the membership, not the board. I also question why the board member isn't being brought up on charges, since there's at least some circumstantial evidence here that he's not some innocent victim. Of course, propensity cannot be used to infer action in accordance in a particular instance, but it does strike me as odd that the other member is the only one being accused of anything, yet everyone is intimidated by the board member.

Well, here's the thing. There's a job to be done, and there's someone willing to do it. If you don't want them to be given the job, you're left with: who will do it? So choose that person, or volunteer. If there's only one person under consideration, and the job must be filled, it doesn't matter how much you don't want them, you're out of options.

For some reason, when I try to quote the OP, it attributes it to Mr. Brown. I'm just going to roll with it. Like Mr. Brown, I'm a bit confused, but I'll try to pin down my confusion with more specific questions. The 3 residents spoke to an attorney and a developer, and made an agreement. Did they say they were negotiating on behalf of the HOA? If so, were they authorized to do so? Regardless, what happened next? What actions, if any, were taken at this meeting? Has any money been paid out? Also, I'll add that, while there will be some parliamentary aspects, this is likely to be largely a legal issue.

Well, there's at least one certainty: if you accept the usual set of fairness criteria (I'm not so sure) then there's no point in trying to really figure out the will of the people.

I don't know; it appears in your organization's rules. Where in your rules does it appear?

If the board member isn't disciplined, they haven't lost their rights to full participation in the assembly (assuming the board member is also a member).

A motion can be made to vote by ballot, it requires a majority vote to adopt.

In your bylaws, where alternates are defined, and your rules of order.

Agreeing with Mr. Brown, they are ordered from least likely to be accepted to most likely. Presumably, that would be highest to lowest in this case. However, I'm not sure that this fits the description the OP wanted: The method of filling blanks doesn't, to my mind, exactly fit this description. But I agree it's the closest.

Well, hopefully it includes more details about this petitioning process. Whatever it says about those details, one path forward would be to consider that process. It's possible for your bylaws to tie your hands, but you'll have to look at them carefully to see if that's the case.

Do the bylaws say how that special meeting gets called?

I agree. It didn't look to me like there was actually a conflict, though, just the potential for one:

It seems to me that we're talking about a bylaw amendment, which, it is true, is a special form of ASPA, but will probably require a 2/3 vote with notice or a vote of the majority of the entire membership (if the rules are silent and adopt RONR, or use the same threshold as RONR).

So long as the votes are there, an organization can change its bylaws back and forth as many times as it wishes. Rationales are presented as reasons to vote for the amendment; to be persuasive, they should probably explain why the change is being sought, and, when it's being changed back, why the previous change is now seen as no longer desirable. However, no rule so requires - no rule requires that a rationale be presented at all. The strategy for getting a change approved is up to the wisdom of those seeking the change. If the stated reason is "just because," that might be a reason to vote against the change.

Also, in the future, please start a new topic for a new question.

Then they're either being very silly, or being dishonest. If they know full well it takes 2/3 to leave, they are being dishonest if they want to leave with a majority vote. If they don't see the consequences of the absurdity they are discussing, they are being silly.