Joshua Katz

What makes this person a temporary chair? My first thought is that, if the chair appoints the parliamentarian, the chair gets to appoint the parliamentarian, but what in your rules makes this person a temporary chair? And aren't all chairs temporary?

Does your organization have any rules on the subject? So far as RONR is concerned, the chair is free to ask anyone for advice, or no one, except that it will require authorization to spend money.

Well I didn't say there's no objections to that interpretation; I don't know enough about your bylaws to say that. I said RONR doesn't provide one. But in practice, if your precedents interpret it as powerful, then yes, amending the bylaws is a good way to change it.

I don't think we can say much else about this than that RONR doesn't tell you anything aout what a judicial committee does, as it's a product of your bylaws. Or about no confidence votes, which also aren't found in there. Or about hostile takeovers, for that matter. I don't think it's correct to say that RONR says it has limited powers because it's a committee. That is a very general proposition that will always fall to something more specific, and committees can be formed with or without power to act.

What we know is that the board meets by teleconference and forced the organization to hold its annual meeting by teleconference. We don't know that it's impossible for the organization to meet physically, and we know there's a provision for special meetings. So there's at least some possible means of getting the disciplinary process started.

Forget about what RONR says - do your bylaws authorize electronic meetings? It seems to me that a meeting held without members able to participate, thanks to a few members (not board members - they weren't present as such, no matter how much the organization lets them run it over) is null and void, and you still need to hold the annual meeting. What you've described isn't a meeting. In any case, if I were a member, I'd be initiating disciplinary procedures.

The word for an attempt by a board to cancel an election and remain in office for another term is autogolpe. Those who attempt it at low stakes, such as in an ordinary organization envisioned by RONR, should be immediately removed from office and kept from ever holding office again. Those who attempt it at higher stakes, well. Not that my advice is often followed in this regard. But the membership is ultimately complicit, too, if it allows the board to decide what it will and will not do at its own meeting. The membership should hold the election, and board members who try to object should be treated as anyone who disrupts a meeting would be. This may require not having the board president chair the meeting, at least if he tries to cause trouble.

Yes

No. The chair gets one vote (if a member), which, in a small board, is "spent" along with all the others. No second vote. When a motion received a tie vote, it did not receive a majority support (more yes than no), and so it fails.

No.

Because it is not something done at the meeting. That is, not an action the meeting decided to take.

It seems unlikely to me that an attorney's suggestion would belong in the minutes, but that's a separate issue. Nonetheless, the assembly that owns the minutes can sort out what belongs in them.

Something in our responses must have been unclear, as neither of us referenced an Executive Committee. Can you help us out by saying how you got there? I struggle with a reference given the basic nature, but you might point out that RONR consistently, throughout the book, references the differences between the two sorts of meetings. It has different rules for small boards which never apply in a general assembly. Discipline and bylaw amendment, if the rules in RONR apply, can only be done by membership meetings. It speaks of the board as, in the sort of organization it envisions, subservient to the assembly, which is nonsense if they're the same thing. But I guess I'd ask it the other way: why on Earth would anyone think that, without a delegation of some sort, one body should approve a different body's minutes? Why is that the starting point, and you in need of authority for the opposite? Should my organization approve your organization's minutes while they're at it?

A non-member may be invited to speak by the members, either by rule or by a one-time thing. The vote threshold changes based on whether the idea is to speak in debate or not. Yes, you would ask permission of the body, which can grant it by motion.

I can think of no circumstances where a single individual's ballot would cause voting to stop, unless it was the last ballot to be turned in.

Note that, if acting on a motion depended on approving the minutes, it would be quite difficult to adjourn and go home.

The only thing I'd correct is your belief that lawyers know RONR as a matter of course. 😉

Agreeing with Mr. Elsman, it remains true that, as an initial matter, yes, membership meetings approve the minutes of membership meetings, and board meetings approve the minutes of board meetings. Distinguishing these two sorts of meetings is not a quirk of your HOA; it is a necessary consequence of them being two separate assemblies, with different membreship. Each approving its own minutes is not only commom and acceptable, and not only recommended, it is necessary, as an initial matter. Once we know that, it is true that the membership, as a body, may well, and often should, appoint a minutes approval committee, which might be the board, but as a matter of delegation.

Agreed. I assumed, perhaps incorrectly, that some person had set one.

RONR doesn't answer this question, because the deadline or authority to set one arise in your own rules, not RONR. Who set the deadline, and from where did they obtain the authority to do so?

There should not be a vote or motion on the minutes. Rather, once any corrections have been dealt with, either by vote or by unanimous consent, the chair should declare the minutes approved. You cannot vote "no" on the minutes, so a vote achieves nothing. The only way to object is to say what is wrong with them, i.e. to offer a correction.

I stand corrected.

The amendments would be reflected in the minutes of the meeting where they were adopted. The minutes which were amended should be replaced with the amended version, together with a red-line showing the changes.

This is quite true. I'm not convinced a document retention policy is among them, though.

As you can see, I was wrong about Mr. Novosielski. We regulars are in agreement that if the federation bylaws are silent on the question, an association may provide for absentee balloting in its own bylaws.