Atul Kapur

Why do you think you can decide/elect who will be "the president of other club in our area"? This sounds like an ex-officio position: whoever is the president of the other club in your area is a member of your leadership group. I assume that there is another club in your area (or, at least, that there was when this was added to your bylaws).

I was referring to the concept of the chair giving the assembly the decision on whether the amendment is germane. This section I quoted gives the following example: "CHAIR: Mr. Downey raises a point of order that the amendment is not germane to the resolution. The chair is in doubt and submits the question to the assembly. The resolution is [reading it]. The proposed amendment is [reading it]. The question is, “Is the amendment germane to the resolution?” and follows with the wording for putting the question to a vote and announcing the results. A motion can be amended until it is adopted (and sometimes even afterwards). The amount of discussion you've had until now doesn't affect that (and the board discussions are of no concern at the association meeting). In fact, if you've been discussing it so much without reaching a decision, I could argue that an amendment may be just the thing to help you arrive at a decision by giving you a more acceptable option. The question of whether it would "change the motion altogether" goes back to germaneness. If you use my definition of the topic of the motion, "what item should we use our money to help the school purchase?" then I would say the amendment is germane. If you say that the topic of the motion is, for example, "shall we help the school purchase this one particular item only?" then you could say the amendment is not germane. If you are unsure, or the person who moves the amendment appeals your decision, then the assembly gets to decide (and we're back to first base or, if you're not an Abbott and Costello fan, back to p. 254). Who's making the decision? If it is the Association, then the association can amend the motion any way they want within the limits of (a) the notice given for the meeting, and (b) the limits of germaneness as discussed above. I haven't read your bylaws and special rules but it sounds like the amount may not be amended above $ 5k depending on the details of the notice given to the members.

When the OP said, the first thing I thought of was to Divide the Question rather than Amend. I guess it depends on the specifics of the motion. It's a matter of interpretation of your R&P as to whether the general meeting has to accept the decision of the Executive Board or whether the meeting can overrule them. In other words, whether the special rules which the Executive Board adds can be amended or suspended.

There are undoubtedly one or more laws that apply to your HOA, and they would supersede RONR. You should also check them, or check with a lawyer, to see if and how they answer your question.

Previous discussions on this forum indicate that, under RONR, the concept of a ballot vote inherently is a secret ballot (with the possible exception of a mailed vote that is not to be secret). The confusion may be due to corporate bylaws and many laws relating to corporations that do not make the assumption that ballot votes are secret. You will find the term "signed ballot" in many such laws. These laws also often have the concept that a director has the right to have their dissent recorded. That's also not in RONR.

The rule requiring notice cannot be suspended. I'm not so certain that the amendment would be out of order. It is germane to the topic "what item should we use our money to help the school purchase?" This is a judgement call on the part of the chair and the chair could put it to the judgement of the assembly. See the wording on page 254, line 8 - p. 255, line 5 using an example that appears very similar to your situation.

A Standing Rule cannot do that but a Special Rule of Order can. To adopt a Special Rule of Order "requires either (a) previous notice (pp. 121–24) and a two-thirds vote or (b) a vote of a majority of the entire membership" The footnote on p. 263 says "the rules may be suspended to allow a nonmember to speak in debate." Suspension of the rules may apply only to the specific motion that is pending or to the rest of the entire meeting, depending on how it is worded, "the motion must state its specific purpose". If you want to make it a rule for your meetings generally, it makes sense to properly give notice and adopt a Special Rule of Order.

So if I move to Postpone the motion to adopt the Audit Committee's recommendations until the Treasurer arrives at the meeting, that's not in order unless I know for a fact that the Treasurer is on their way to the meeting?

Where is this a requirement? I don't see this anywhere in the list of reasons why a motion would be out of order on p. 110-113.

It's too late to correct the error. This rule - even though it is in the bylaws - is in the nature of a rule of order, so a Point of Order on this error would need to have been made in a timely manner.

You're welcome. Be aware that those who make that decision (to break the rules) run the risk that the action is not ratified and that they may be subject to censure and/or disciplinary procedures. How realistic that risk is, is a judgement call for you to make.

As Mr. Martin has said, the board only has the authority to fill vacancies if the bylaws specifically give the board that authority, or the bylaws give the board ""full power and authority" to act for the society in between meetings of the society. Otherwise, the body that elected those positions is the one that fills vacancies. If it was the membership that elected those positions, then it needs to be the membership that fills the vacancies. Every member is entitled to receive notice of and attend a meeting of the members. Actions taken at a meeting that was not properly held (because some members weren't notified or were barred from participating) could be the subject of a Point of Order at the next meeting.

In the end, it may be that you have to break the rules in order to adapt your meet rules. If you do that, then at the first opportunity you should try to get the actions that you have taken ratified by the body that is actually authorized to to amend your meet rules.

Look up the motion to Limit or Extend Limts on Debate. If you move it when no motion is pending, you can have it apply for the entire meeting. In that situation , the motion would be debatable and require a two-thirds vote to be adopted. It cannot apply beyond the end of the current session. if you move it while a motion is pending, it only applies to that motion. It is undebateable in this situation, and still requires a two-thirds vote. If you want to make this a Special Rulea of Order that applies to all of your meetings, then you will need read the section on special Rules of Order to see how to adopt one.

The motion Suspend the Rules does not apply to your situation. It's not clear to me what body is going to consider the motion that you say you have on your table. It sounds like the procedure to amend your "meet rules" is laid out in your bylaws. I agree that there is nothing in RONR regarding executive orders because RONR doesn't contemplate one person changing a decision of an assembly. So do your bylaws mention anything about suspending the meet rules or anything about emergency action / executive order / anything similar?

I hope that this question isn't arising because of a perception that the action has to wait for the minutes to be approved. All executive committee meetings should have minutes and they should all be approved at the next meeting or by a minutes approval committee. The motions adopted at one meeting are effective immediately upon their adoption.

All that is required under RONR is that they be adopted following the notice and voting requirements that are already in the Bylaws. They are effective immediately upon adoption.

I may be reading too much into the words "should not," but I don't have a problem if the society wishes to adopt an agenda instead of following the standard order of business. If this is a regular meeting within a quarterly time interval, then they do not need to approve an agenda because the standard order of business is in their parliamentary authority, but I wouldn't say they should not adopt an agenda like I would say you should not take hydroxychloroquine.

As this will not be a properly held meeting, I see two options when you are able to hold a proper meeting. a) vote to approve the expense (this will be the official vote of approval) which retroactively authorizes the payment. b) vote to ratify the actions of the officer who signed the cheque paying the expense.

Short answer: Yes ad Yes under RONR. Under RONR, the chair should turn the chair over to someone else. "Whenever a motion is made that refers only to the presiding officer in a capacity not shared in common with other members, or that commends or censures him with others, he should turn the chair over to the vice-president or appropriate temporary occupant (see below) during the assembly’s consideration of that motion, just as he would in a case where he wishes to take part in debate (see also pp. 394-95)." In small boards or committees, the chair can speak in debate and vote on all questions (p. 488, lines 18-20) Otherwise, the chair only exercises their right to vote when their vote would affect the outcome (p. 53, 20-23). Regarding conflict of interest, RONR says, that a person with a personal interest should not vote but does not prohibit them from voting. "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization . . . . However, no member can be compelled to refrain from voting in such circumstances." (p. 407, lines 22-31)

I don't think so, because the motion reads "starting May 11". Just because you are currently contravening the motion that was adopted, that doesn't make the motion invalid. It stays in effect and in full force. And you continue to contravene it until you follow it or rescind it. (I assume you're in contravention, unless the Governor's guidelines still prohibit you from opening for 4 hours.)

My first advice is that, for the protection of your organization and the people involved, you want to get professional advice before the event (a professional parliamentarian and/or a lawyer). Carefully read Chapter XX of Robert's Rules of Order Newly Revised (RONR) 11th edition. Even if you have not adopted it, it does cover important principles that should commonly apply. For example: Other excerpts which may be useful: "A society has the right to investigate the character of its members and officers as may be necessary to the enforcement of its own standards. But neither the society nor any member has the right to make public any information obtained through such investigation; if it becomes common knowledge within the society, it should not be revealed to any persons outside the society. Consequently, a trial must always be held in executive session, as must the introduction and consideration of all resolutions leading up to the trial." "For the protection both of the society and of its members and officers, however, the basic steps which, in any organization, make up the elements of fair disciplinary process should be understood"

Don't forget the prequel series: KANGA

Let's step back for a moment. The election was done by Google forms. It suggests to me that this election was done outside of a meeting. A wild guess: the annual meeting was cancelled because of the pandemic and someone decided to hold the elections virtually. This raises the question of whether the bylaws permit this to happen in the first place. Let's assume that this is permitted by the bylaws (at least let's assume it for the purposes of this paragraph that follows). If this was meant to replace an in-person election at a proper meeting, then the procedures for an election should be followed as closely as possible. That would include a complete tellers' report. That report should be in the complete format that is described earlier.

There is nothing unparliamentary about some of the directors meeting privately to discuss and strategize in preparation for a board meeting. Some consider that this is not good governance and a sign of an unhealthy board culture, but there is no prohibition on it in RONR and it is outside the purview of this forum. You called it a "private meeting." As long as they are not pretending that it is a proper meeting of the board and trying to conduct board business, there is nothing wrong with that from an RONR point of view.