Atul Kapur

First, I am very surprised that there is nothing in your bylaws that say the vice president automatically becomes the president if there is a vacancy. Look for that in the article on vacancies and also check the section on duties of the vice president. I am inclined to prefer your interpretation (I would not commit myself without seeing your entire bylaws, which I'm not asking for). However, interpreting the bylaws is something that only your organization can do. The way to do this is to get the presiding officer to rule on an interpretation before the election is held and, if you disagree, raise a point of order.

You're welcome. As a first step, start getting familiar with the index. If you don't find what you're looking for the first time, try to think of some synonyms or alternative ways of phrasing the topic. As a second step, when the 12th edition comes out this fall, think about getting whatever electronic version they make available.

"To change the general rule fixing the time for meetings would require amendment of the bylaws." RONR 11th ed., p. 575, lines 25-27. So just voting to change the date is not adequate. Do your bylaws include the words "unless otherwise ordered by the [Unit, or Executive Committee, or President]"? That would give you some leeway, but "only for that single meeting on that particular occasion, and not for a period of time including several meetings." (p. 575, lines 24-25)

A tie vote means that the motion is defeated (the preferred term is "lost" or "rejected"), because it not get a majority (= more than half) of the votes in the affirmative. In other words, a decision has been made, in the negative. It takes a majority to adopt a motion. A tie does not meet that threshold.

More like, "The motion passes." 😉

It is quite possible that their intention was to add words to the bottom of the existing bylaws. It is also quite possible that they inadvertantly overwrote it. The exact wording of the motion adopted would be necessary to definitively answer the question.

Gary, I was responding to Mr. Bartel's request for an alternative to a general meeting of the membership. It's moot now, but I suggested he look to see if the bylaws gave the board the authority to do such things between membership meetings. If they did, I think it's immaterial whether it was a vote on a bylaws amendment or something else .

I think that having a special meeting is the safest way to go. But your reply suggest a misunderstanding. Please be clear that you are not having the special meeting repeat the vote. It is being held to do a recount of the ballots that have already been cast. The only question being decided is whether the ballots that were cast at the original meeting met the threshold for the amendment to the bylaws to be adopted. The board may have the authority to order a recount. The board, same as the special meeting, is not actually re-voting. In both cases, all that is being done is to see whether the membership at the regular annual meeting cast enough votes to adopt this amendment. If the board decides to go this way (perhaps for cost reasons) and has the power to do so, they are not substituting their judgment for that of the membership. I'm not arguing in favor of going this way. As I said, calling a special meeting is the safest way to go and for political and other reasons you may not want to pursue the issue of whether the board can do this.

Except that the time limit for a recount has not expired and is different than the timeliness requirement for a Point of Order. As Mr. Mervosh has cited, a special meeting may be called, within a quarterly time interval, to hold a recount. Now it depends on whether and what rules the organization has for calling special meetings. Mr. Bartel, the only thing that I can think of that may possibly avoid calling a special meeting of the membership is what powers does the Board have between annual membership meetings. The Board may have the powers of a membership meeting and you may be able to do the recount at a Board meeting. Please note the stress on the word "may". It depends on the exact wording of your bylaws.

I believe when everyone passes, then you're no longer following the rules according to Robert but according to Hoyle 😃

I have done it, but with a group that was not very knowledgeable. So, to avoid my "pass" being interpreted as an abstention, I said, "come back to me".

I agree with Mr. Brown that the Point of Order should be about whether these items meet the standard of "requiring consideration before the next regular Board Meeting"" The notice appears adequate with the agenda comprising part of the notice.

First, a tie vote is a clear decision: their is not a majority in favour so the motion is defeated. Under RONR, the presiding officer only votes when their vote would change the outcome. That is, if their affirmative vote would change a tie vote (= defeated) to a majority vote in favour or if their negative vote would change a majority of one vote to a tie vote. For example, if the vote was 10-10 then the motion would be defeated. The chair could vote in favour to make it 11-10 and the motion would be adopted. On the other hand, if the vote was 9-8, then the chair could vote against (negative) and make the vote 9-9. In that case, the motion would be defeated. You should also check the laws that apply to your HOA.

Once the Constitution has been ratified, then the term limits come into force. Any member who has been there for 2 or more consecutive terms total is term-limited when the term limits come into force. Consider a situation where there were no term limits and they were added by amending the Constitution. A person who had been a senator for 2, 3, or 10 terms consecutively is now subject to the term limit once it is adopted. The clock doesn't re-set to zero when the term limit is adopted, unless you adopt a proviso to do that. And, no, this is not a retrospective application of the term limit. No one is going back in time and saying the previous terms do not count, just that as of the time the term limit comes into force, you have served 2, 3, or 10 terms consecutively so you are barred from re-election.

I'm not certain of that. My first question was whether the revised proposal was sent with adequate notice. For example, consider if the required notice is 30 days. If the initial proposal was sent 45 days in advance and the second was send 35 days in advance, then I don't think that the revised proposal needs to fit within the scope of notice of the initial proposal.

It would be good to introduce them to the In Brief book. It is a much less daunting tome and will still cover the vast majority of situations that can be expected to occur in an ordinary organization.

In other words, they don't want any revisions except the ones that they propose, probably using the excuse that these were ones they had to make because they got advice from a lawyer and a parliamentarian. That just shows that the version that they put out there was not perfect and it may still not be perfect. Pointing this out may make it easier for you to get the assembly to agree that amendments during the meeting are acceptable. And the fact that they made some changes based on the input of "other members" really makes it obvious that they feel the vast majority of your membership is not smart enough to be trusted to propose amendments but that some few favored members did have a chance to provide input. (Note that I have seen some general meetings were they accept that concept and go along with the idea that no changes are to be made at the meeting. I believe those meetings either felt that they trusted the work of the committee and/or did not want to be bothered with doing that work at the meeting.) Was the link sent out in time to meet the notice requirement? Was the email sent to all members? If answer to either question is no, then these changes would have to be presented as amendments at the meeting.

You're absolutely correct, Weldon (and you don't need me to tell you that because I never doubt it). But I took Mr. Apodaca's exact words, that it was a resolution to change the dates.

Guess Patrick, to expand on the answers you have been given: if someone is making a motion to amend the bylaws, that motion can be amended. However, ignore the section on friendly amendments. What you need to concern yourself with is whether your amendment falls within the scope of notice of the motion that is being proposed. This hiccup is explained on pages 594-596, pay particular attention to p, 595, lines 3-21. If you think it is a “friendly amendment” (even though that doesn't really exist ), then it is more likely that it does fall within the scope of notice and would be acceptable.

You state, "a resolution was made to change the date", presumably the date in the 2010 motion. In that case it was a motion to Amend Something Previously Adopted made in the form of a resolution. I see no problem here.

I was impressed that the phone I that I was dictating into got the spelling as closely as it did.

I don't have the book in front of me (and I nominate IDHTBIFOM as an approved acronym on this forum) but, as I recall, the only prohibition is that you cannot share the proceedings of what went on in executive session with those who were not there or were not entitled to be there. While the risk of that occurring is likely higher if someone has made notes and taken them home, you cannot presume that the one automatically leads to the other. Nevertheless, it may be prudent for the chair to remind members that they are responsible for the security of any notes that they take in executive session. And there are entirely legitimate reasons for someone to take notes during an executive session. To give just one example, as an aide-memoire for when they review the draft minutes.

Under RONR, there is no need to adopt an agenda listing every item that is to come up at the meeting, if you meet regularly and they aren't more than a quarterly time interval apart. So an agenda doesn't need to specifically identify any motion. Your organization may operate under special rules that require you to adopt such an agenda. If so, then the motion to Reconsider may have been made at one meeting but not considered, so it could be considered at the next meeting. It probably would come up under New Business, or perhaps as a General Order.

Well, if it's merging into the other company, couldn't the continuing company's board approve them? If these companies are actual companies, then the law about corporations in the relevant jurisdiction may be of help.

Sure, but they have no right to use HOA resources for this get-together. I wouldn't use the term "meet" to avoid confusion as to whether this is any type of meeting. It's a group of people gathering for their own purpose.