Atul Kapur

It is too late for the member to change their vote. That can only be done "immediately following the chair's announcement of the results of the vote." RONR 11th ed., p. 408, lines 22-26. So, the motion was adopted at the last meeting. The minutes should be corrected as several of us have said in the last couple of posts. At this point, if someone is still opposed to the motion, they should make a motion to rescind.

A motion to "adopt the report" is much more than adopting the recommendations. A motion to adopt the report "has the effect of the assembly’s endorsing every word of the report—including the indicated facts and the reasoning—as its own statement (see also p. 124). .... Adoption of an entire report is seldom wise except when it is to be issued or published in the name of the whole organization." RONR 11th ed., p. 508, lines 2-10.

That is an assumption that is open to interpretation and challenge. I don't believe it is a standard assumption for proxies. As cumulative voting "violates the fundamental principle of parliamentary law that each member is entitled to one and only one vote on a question" it needs to be explicitly provided for in the bylaws. So I would call foul on this unless you find it in your bylaws. (RONR 11th ed., p. 444, lines 5-7)

RONR 11th ed., p. 508, lines 19-35 The person making the committee report can move the recommendations in the report, rather than the adoption of the report.

I don't recall that you had provided this detail previously. This now is a very simple question to answer. You are correct that the minutes should reflect what the chair actually ruled at the meeting, in this case, the chair's declaration that the motion was adopted on a 5-3 vote. In fact, if the chairs ruling was so clear, I'm not sure why anyone was going back and reviewing the recording. RONR has no provision for video review of the call, much less Monday-morning quarterbacking.

RONR doesn't allow proxy votes so any answers relating to them should be in your bylaws. Do your bylaws require that the proxy holder be a member? Do your bylaws require that the presiding officer at a meeting be a member? Re your Question 3: do your bylaws authorize Cumulative Voting? That sounds like what you are describing. See p. 443-4.

I don't recall those discussions, they may have been before I joined. However, I think it is different for the assembly to elect via write-in a person who is not eligible to be nominated and for the board to presume the authority to ignore the intent of the bylaws and appoint someone who would not be eligible otherwise. And, in this case, we are told these are requirements to be elected (vs nominated), so the assembly couldn't even elect an unqualified person as a write-in (votes for an ineligible candidate are illegal votes), so this would be an even bigger presumption on the board's part.

The assembly could decide to discipline the members of the committee in some way.

The member may challenge the draft minutes as they stand, but as Mr. Martin has noted, it sounds like the error was not in the minutes but during the meeting itself. So correcting the minutes is not the way to try to correct the error of declaring the motion defeated. Is there a reason that the motion cannot be introduced and voted on again?

If the motion is debatable (as main motions are) it can be debated before voting. "Delay to a later meeting": use the motion Postpone to a Certain Time. You can postpone it to the next regular meeting, as long as that meeting occurs before the end of the third month from now, which is called the "quarterly time interval". So if the meeting were held today, June 18, you can postpone it to the next meeting if it is scheduled on or before September 30. "Refer to a sub-committee": use the motion to Refer.

RONR says that, "voting by proxy should not be permitted unless the state’s corporation law—as applying to nonstock corporations—absolutely requires it." (RONR 11th ed., p. 429, lines 6-9) It also says that, "An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees [which would include proxies]." (p. 423, lines 25-28) precisely because, "the absentee ballots would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result." p. 423, lines 32-35 So I'm not going to answer the main questions. Your HOA will have to figure out how to sort it out. You tell us that your bylaws provide for nominations from the floor. So I don't see a problem with write-ins, unless there is a specific provision in your bylaws that prohibits them.

Just as you can't be in two places at once, you can't be running two meetings simultaneously. If you want to have one meeting, you could consolidate or merge the associations, but I'm assuming there is something preventing you from doing that. And whatever that reason is, it's likely the same reason why you want to keep the business of the two associations separate.

I had the same question, but it looks like the two incumbents whose terms hadn't expired were elected to the Chairman and Vice-Chairman offices, creating vacancies in the secretary and treasurer positions. However, @blk28, Mr. Lages' question raises the point of term length. It sounds like the new secretary is filling the vacancy created by the incumbent secretary's elevation. Depending on the details in your bylaws and this complicated situation, the secretary's term likely ends in 2022, two years from now rather than four. It may be similar for whoever fills the vice-chairman office.

I hadn't noticed that Guest John S had tacked on to an older thread.

First, I agree with Mr. Mervosh that a motion on the 19th would be in order and that this would be a motion to Amend Something Previously Adopted (ASPA). The question of whether this rewards those who have not yet paid and whether this is fair to those who have already paid is an argument to be made in debate. I don't have enough details to decide whether the original motion is still in force after the 19th. My inclination is that any motion as of the 20th would be a new one, rather than an ASPA. The other important point that would need to be considered is how to handle anyone in arrears. A new motion should be explicit about forgiveness of any late fees or penalties that may have accumulated.

She is not a member of the commission so has no authority to insist on anything (even if they had been her points). The Board of Commissioners, on the other hand, has directed you to talk to her and they have the authority to direct you to do so. They, presumably, will be the body that approves the minutes. Why don't you talk to her and find out exactly what her specific concerns are? Then you can go back to the recording and see if any changes make sense. You can draft a memo to the commission outlining her specific concerns and the changes you made in response or your rationale for not making the change based on your review of the recording. Yes, this means scrapping the re-draft that you already did. Sorry. I assume that by "discussion minutes" you mean that they include a summary of the discussions that occurred. I agree with you and Mr. Brown that these are problematic and should be discouraged. However, sometimes public bodies prefer them. Good Luck.

Another possibility is that they are bound by law which uses the "50% + 1" language. That is the situation for many Corporation Acts that I have seen.

First, what do your bylaws say about resignations? RONR says that they need to be accepted but your bylaws may say that they are effective when sent or received. Second, what do your bylaws say about how vacancies are filled? They often give the board the authority to fill vacancies. If they are silent, then RONR says that the body that elected the officers is the body that fills the vacancy. Third, do you bylaws specifically say that the Vice-Chairman does not ascend to the Chairman office if it is vacant? Or are they silent about what happens if the Chairman's office is vacant (differentiating that from the situation you describe where the Chairman is simply absent at meetings)? If they are silent, RONR says that "In case of the resignation or death of the president, the vice-president ... automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president." (RONR 11th ed., p. 458, lines 8-13). If they are silent, then the current Vice-Chairman ascends to become the Chairman for the rest of the current term (assuming that the current Chairman's resignation was accepted). You will then have a vacancy (again) in the office of Vice-Chairman. This person may still also be the current treasurer, if their resignation was not accepted. There is no prohibition in RONR to holding both positions.

1) Are electronic meetings authorized in your bylaws? 2) do you normally send your ballot out to every member of the association or do you normally just do your elections by ballot at a meeting and only those members who are at the meeting get a ballot? Again, it would be helpful to know exactly what your bylaws say about these elections.

As an emergency physician, I tell them that if they don't like a mask, they really won't like a breathing tube and ventilator. [non-RONR digression over]

Except that Mr. Brown's quote refers to the situation before the chair has rendered their decision. A point of order can only be raised after the ruling has been given.

Zoom has Arizona as a separate option when I'm choosing a Time Zone to schedule a meeting. Windows also recognizes Arizona. Canadian content: They both also recognize Saskatchewan as a separate time zone (SK stays on Central Standard Time year-round, so = CST or MDT). Gut shabbos to you, as well. I assume that hasn't started for you as yet, but I guess that depends on what time it is. 😀 And I hope the situation in Arizona with the outbreak is sparing you and yours.

In parliamentary terms, it sounds like one or two things happened: the motion was either Postponed to the next meeting (if the questions will be answered by then) or was Withdrawn (if they won't be answered by then). It sounds like whichever action was taken, it was done by general consent. How large is your board? If "there are not more than about a dozen members present," then modified rules apply (RONR 11th ed., p. 477-478, including lines 27-28, where the above quote is found). Under these rules, "When a proposal is perfectly clear to all present, a vote can be taken without a motion’s having been introduced." (p. 478, lines 9-10) and, since it appears to have been done by unanimous consent, you didn't need to take a formal vote, "Unless agreed to by unanimous consent, however, all proposed actions must be approved by vote under the same rules as in larger meetings" (p. 478, lines 11-13) So the proposal to Postpone or Withdraw the motion was voted upon without a motion being introduced and adopted by unanimous consent. Be careful to ensure that the proposal is/was perfectly clear to every member and that there truly is/was no objection. Otherwise, these provisions could be abused to adversely affect the rights of members.

There are other options which may lead to a more efficient resolution. You have four separate proposals which are all aimed at addressing the same situation. You could refer the question of how to address the situation to a committee and include in the instructions that they consider the four proposals and come back with a recommendation (if necessary, the instructions could explicitly say that the committee is free to combine the ideas in the proposals and that the committee is not limited to those four). You could do something similar with the entire assembly by moving into Committee of the Whole or quasi-Committee of the Whole. It would be easier to take either of these actions if you amended the agenda to add, before you deal with any of these motions, the question of "How should we address this situation"

Does it have to be in the bylaws or would a Special Rule of Order suffice? @Brian McMillan, I agree with Mr. Mervosh that, whether it's in the by-laws or a special rule, only the membership can place any of those types of restrictions on a membership meeting. As you become more familiar with RONR, you will find that there are many ways to handle this if you are concerned about the membership being unprepared for this motion. For example, you could have moved to Postpone it until the next meeting, depending on when the next meeting will be held, or to Refer it to a committee or the board to consider it in-depth then report back to a future membership meeting.