Chris Harrison

If only it were that simple . From the four or five threads Nosey has started it sounds like the Board is a vast majority of the problem and he or she is trying to sail against hurricane force winds here. Unfortunately RONR is not going to be of much use when most of the Board aren't willing to follow their own parliamentary authority. I'm still of the opinion that Nosey's best course of action might be to look into legal options for compelling the Board to follow their own rules (if I remember correctly this is an HOA so there are probably laws on the books that can aid in wrangling a rogue Board).

I don't exactly understand the specifics of what the issue is. Generally speaking though, the minutes should reflect what actually happened at the meeting. They should not reflect (or be changed to reflect) what they wanted to happen. That being said the minutes can be amended by using Amend Something Previously Adopted months or even years later. Unless the bylaws say otherwise a resignation needs to be accepted before it becomes official. Who do the bylaws say is authorized to accept resignations? If it is the Board then they don't have the ability to accept a resignation when there isn't a quorum and those two are still Board members.

No. I think the question is what does remaining impartial really require? Does it mean putting on an official facade of having no opinion on a subject while presiding even though everyone and their brother knows which way she leans? Or can that leaning be officially known but she is still expected to not allow her preferences to affect her rulings and how she treats those who don't agree with her?

Have you tried checking into whether there is some law governing HOAs? Maybe there is someone you can talk to who can give you some options external to the HOA to deal with the issue.

It sounds like there is plenty of reason for her to get disciplined for her unprofessional behavior. Do you have any allies who could intercede for you and get her to cut it out (I suspect you talking to her wouldn't help any)? If people aren't successful in getting her to stop you may have to look into your options regarding removing her from the Board..

Since this issue involves both the President and Vice President the President should turn the chair over to another member or the assembly can choose who it goes to (RONR pp. 452-453). If the President refuses to do so voluntarily the rules can be suspended to force the issue and give the chair to someone else (RONR pp. 651-653). However, is this a meeting of the General Membership or the Board? If it is a meeting of the Membership then anyone there can be given the Chair (unless your rules say otherwise of course).

I'm sure there are plenty of organizations out there where a certain type of headgear or garb is normally worn to all functions (such as the Red Hatters or the Loyal Order of Water Buffalo ) which would include meetings.

Make a motion. It will require adopting a Special Rule of Order which will require a 2/3 vote if previous notice is given or if notice wasn't given it will require a majority of the ENTIRE membership (RONR p. 17 ll. 28-31).

If by "attend" you mean the Director can listen to the proceedings but can't participate in any way then RONR doesn't prohibit it. However, if your definition of "attend" encompasses more than just sitting quietly listening in then you will need to look more closely at the State Non-Profit rules to determine what exactly the Director can do while attending via telephone. I will point out that RONR does prohibit absentee voting (which voting via telephone is a form of) unless your bylaws specifically authorize it. The Non-Profit rules might or might not allow you to use absentee voting but you will need to look to those rules (and probably speak with someone familiar with those rules) to say for sure.

...And knowing is half the battle.

Yes, you can vote on it every meeting or on a case-by-case basis (in case you don't want to allow every nonmember who wants to speak or debate to be able to do so) or you can adopt a Special Rule of Order to make it a continuing practice.

Why not send out the notification of the meeting right after the Board decides when it will be (is a week enough time for the members to arrange their schedules so they can attend?)? Then the Secretary collects any proposed amendments and sends them to the members at some point prior to the meeting.

No. See RONR pp. 423-424.

RONR pp 507-508 goes into more detail regarding the implications and effect of accepting a Committee report.

That depends on how the motion at the Board meeting was worded. Was there a motion made to do something which was voted down? Or was a motion made not to do something (RONR doesn't not recommend a motion be phrased that way) which was adopted? Unless the bylaws give the Board the exclusive authority over that particular class of business the General Membership has the ability to overrule the Board's decision whether it is renewing and adopting the motion which was defeated at the Board meeting or Rescinding/Amending the motion the Board had adopted. See Official Interpretation 2006-13.

See Official Interpretation 2006-13.

We can't speak about the specifics of your laws but if I am understanding you correctly my State's Freedom of Information Act has a similar rule regarding using Blind CC with email communication but you will need to talk to someone familiar with your laws to find out exactly what is allowed. Our FOIA page has a link to people who can answer questions about the law and I would imagine yours does too.

If there indeed are no provisions for discipline and this person is now just a member of the General Membership (no longer a Board member) you all will need to hold a full fledged trial (in a meeting of the General Membership) and it is a pretty in-depth process. See RONR pp. 654-668 for details. If she is still a Board member and you intent is remove her from the Board it may be a simpler task depending on how the bylaws define the term of office. See RONR pp. 653-654.

Since this involves her she should turn over the chair to the Vice President while this issue is being addressed (RONR pp. 451-453). If she refuses to do so you should move to Suspend the Rules and have the VP preside (RONR pp. 651-653) or better yet have an ally make the motion and hopefully you will have enough allies to back you up.

I'm assuming the Parliamentarian is a member of the convention. If so, the member parliamentarian shouldn't (almost to the point of can't) unless your rules say otherwise. See RONR p. 467 ll 8-19.

It is a better option than allowing the motion go to a vote naturally. Using Object to Consideration allows the motion to be nixed immediately. Otherwise, the member making the motion has first crack at recognition before anyone else and assuming the default rule of 10 minute speechs is in place that uses up 10 minutes before a member can even move the Previous Question.

...Although that would allow the question to be debated which takes up time. Another option is as soon as he or she makes the motion a member can Object To The Consideration Of A Question (RONR pp. 267-270). It takes a 2/3 vote but the advantage is that an even stronger message gets sent because not only are more people saying "we don't want to even talk about this" but the brakes are put on the motion before it even gets momentum.

See FAQ #20 for a long term solution. See RONR pp. 644-653 for dealing with the issue as it is happening.

Also, the motion to Reconsider has its own set of rules for when it can be made and who can make it. See RONR pp. 315-317 for details.

As a general rule a Point of Order needs to be raised at the time of the improper action otherwise it is too late to object. There are five cases in which the timeliness requirement doesn't apply and those are located on RONR p. 251.