Atul Kapur

All of them. I would (hesitantly) say that it could adopt such a motion because that would be the same as making the Report of the Special Committee the special order for the meeting and I do not see how it's effectively different. And making an item the special order can dispense with the order of business. "A matter can be made the special order for a meeting if it is desired to reserve an entire meeting . . . for the consideration of a single subject." p. 187, ll. 33-35 I await hearing why the assembly can achieve the same goal one way but not the other.

Yes

While Mr. Gerber needs absolutely no assistance in this argument, I can't help but notice that Mr. Elsman is using arguments about the privilege and rank of the motion to adjourn versus the main motion to adjourn at a future time; but the discussion is about the priority of the order to adjourn at a set time. These are two separate things in my mind and Mr. Gerber has already explained, "the adjournment is treated like an order of the day for that time, but having higher priority even than a special order."

Doesn't p. 372, ll. 19-22 say that an agenda that conflicts with the existing order of business (by, say, omitting New Business) can be adopted by a two-thirds vote?

Guest Bruce, this forum prefers you post your question as a new topic, rather than adding to previous one, even if related. BTW, No. More detailed answer if you post as a new topic.

Mr. Martin is correct; that was the rule I was thinking of when I said what I said. With two meetings a month, it seems clear to me that each regular meeting is a separate session. I was going to put that quote in my original answer, but decided it wold make the answer too long and complicate so I would only mention it if this point was raised. I should have known that it would be. 😄

This throws an unfortunate wrench into the machine. An adjourned meeting is not a separate meeting. It is a continuation of the immediately preceding meeting / session. Read pages 93-94 (particularly p. 94, lines 5-10) to see if an adjourned meeting would satisfy your three readings policy. Is there time to change the policy?

Except that this person is not being elected to their own term as vice president. They are only being elected to fill the remainder of the current term. For example, let's say the president is elected in even years and the vice president in odd years, both for two-year terms. The vice president who was elected in 2019 runs for and is elected president in 2020. You then have a vacancy in the 2019 - 2021 vice presidential term and you would elect someone to fill that vacancy for the one year remaining. If the vice president elected in 2020 was given a two-year term, then you would have both of those positions with coincidental terms, defeating the intent of your bylaws.

These may be grounds for disciplinary measures. You can raise a motion about this at the next general meeting. No. The requirements to amend your bylaws should be specified in your bylaws. They apply whether or not the proposed amendment takes away rights from the members. Bylaws may even be amended to violate a fundamental principle of parliamentary law, as long as the procedure for their amendment is followed. You mention "majority rule." Most bylaws require notice and a 2/3 vote for their amendment, not a majority vote. Check your bylaws to see exactly what the requirement is. First, carefully read your current bylaws and understand the rules. Second, do what you can to ensure that enough members who disagree with these proposed amendments come to the meeting and vote against them. Nothing prevents you from informing members when the notice comes out and encouraging them to inform themselves and attend the meeting and vote against the proposed amendments.

I was going to suggest that the board could meet informally in the summer and then, at the first meeting in September ratify any actions taken. However, I prefer Mr. Martin's suggestion of adjourned meetings. I question whether the bylaw amendment would allow the board to cancel regular meetings. I agree that it allows additional meetings and that they could move a meeting date.

Rescind, not reconsider. It is too late to reconsider the vote. If you anticipate a controversial motion, you may want to consider consulting a professional parliamentarian and, likely, having them at the meeting to advise the chair.

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.