Atul Kapur

It sounds like the notice of motion is being given at the annual meeting (and the business of the special meeting, the proposed amendment to the bylaws, needs to be included in the notice of the special meeting). I agree that the constitutional amendment cannot be amended at the annual meeting. If someone wants to suggest a different amendment at the annual meeting, they can give notice of their own constitutional amendment for the special meeting.

Expanding on this as it seems it may not be totally clear: these are two different vote thresholds and if the motion to amend the bylaws meets either of them, it is adopted. So if notice has been given, then a 2/3 vote (2/3 of those voting) adopts the amendment. If you don't reach that threshold but the votes in favour are a majority of the entire membership, then the amendment is adopted by meeting the second threshold. When you adopt the amendment on how to further amend the bylaws, then whatever requirements you put in your bylaws supersede what's in RONR.

The assumption is a majority vote--The Basic Requirement (to coin a phrase). The reason I separate the adoption of the motion to ratify and the status of the budget is because of the fourth scenario where the motion is not considered at all. I was trying to highlight how best to adhere to RONR (majority vote on adoption of motion) and statute (status of the budget). I was also trying to word it in a way that aligned with the OP's posts. That is why I didn't simply go with your definition of the threshold, "any vote in which the negative vote is less than a majority of the votes in the association"; which only applies if the motion was voted upon. I agree that it would simplify things by reducing the number of scenarios from 4 to 3.

Actually, we are told that the statute says "Unless at that meeting the unit owners of units to which a majority of the votes in the association are allocated or any larger percentage specified in the declaration reject the budget, the budget and the assessments against the units included in the budget are ratified, whether or not a quorum is present." So I (as a non-lawyer) read that as saying "unless the majority reject the budget" it is ratified. I read the last clause "whether or not a quorum is present" as saying that, even if there is not a quorum and that is the reason the motion could not be voted on, then it is still deemed ratified. So, four possible outcomes: 1) a motion to ratify the budget is adopted: The budget is ratified. 2) the motion is lost, but the negative vote is not a majority of the entire association: The budget is ratified. 3) the motion is lost and the negative vote is a majority of the entire association: The budget is rejected. 4) the motion is not considered due to a lack of a quorum: The budget is ratified.

Under RONR, a member has the right to attend all meetings of the body, including executive sessions. So that would mean you cannot force him to leave the meeting, except by using disciplinary measures which are complex and found in Chapter XX. Under RONR, an ex-officio member has all the rights of any other member. Your bylaws, you tell us, remove this member's right to vote; bylaws can do this but you do not tell us if they also remove his right to attend meetings. A "pro tem/ex-officio" member is an animal with which I am not familiar. It sounds like you may need extra-parliamentary approaches to deal with this situation where the person in question has hiring/firing authority over some board members.

How about: The regular monthly meeting of the L.M. Society was held on Thursday, January 4, 20 , at 8:30 P.M., at the Society’s building, the President being in the chair and the Secretary being present. The minutes of the last meeting were read and approved as corrected. On occasion during the meeting, Vice-President Jones occupied the chair during short absences of President Smith. With this language, you do not need to identify each and every change, such as your example above during consideration of Mr. Goldsworthy's excellent motion. If the Chair takes an action that is recorded in the minutes, such as your examples ruling on a point of order or naming a member, then the minutes can identify the occupant at the time: "On a point of order, Chair Jones ruled that the amendment was not in order as it was not germane to the main motion."

Why go through such an unnecessarily elaborate procedure? Why not, instead, just move the main motion Commit in the first place? I don't see any benefit to doing it in a two-step way and I see extra time being taken that way. If the OP's goal is to have the association investigate the new business possibility, this seems more straightforward.

Let's step back for a moment. If you do not have a quorum, I would say that the motion to ratify the budget (which is the proper one, not "reject") should not even be put in front of the meeting for consideration. It is not one of the motions that is in order in the absence of a quorum. So then, you might ask, what is the status of the budget? As a non-lawyer, I would say that the Washington statute deems that the budget has been ratified. The condition of holding a meeting was met. If you do not have a quorum at the meeting, it would be impossible to have a majority of the total votes of the association cast against ratification (unless you have some very unusual quorum requirements). So that part of the statute does not come into play at all. Once the meeting has been adjourned, the budget presentation can be made to anyone who wishes to stay in the hall to hear it. Again, non-lawyer's interpretation, so worth less than the paper it's not written on. If meeting does have a quorum, then the motion to ratify should be put before the meeting. It would require a majority of the votes in the association to vote "No" for this motion to be not adopted (aka "rejected").

The basic rights of membership are to attend meetings, make motions, speak in debate, and vote (RONR 11th ed., p. 3, lines 1-5). Your bylaws remove one of those rights from the Treasurer. Do they remove the other rights? Explicitly?

I know some schools have stopped teaching how to write cursive; I didn't realize some had already stopped teaching how to read it. 😀 A majority of 12 and a majority of 13 are both seven. So it should not matter. However, your bylaws have the unfortunate phrase "50%+1" and 50% (6.5) + 1 of 13 is 7.5 which needs to be rounded up to eight. This is why "50%+1" is a poor choice of words when, usually, the intent is a majority, which means "more than half." Normally, vacancies are not counted when determining quorum. So use 50%+1 of 12 if you only have 12 members at the moment. And change the wording when you next get the chance.

So there is a hierarchy of rules. You say that the Illinois Act "seems to allow items to be added during the meetings." But your municipal code/rules may have a further restriction that may limit you in this way. And below both of them is your parliamentary authority, presumably RONR. So while I agree with the suggestions to read RONR-In Brief, know that many of the specifics may be superseded by state and municipal law/rule.

Probably, although a precise answer will depend on the exact wording of your current and amended bylaws. Bylaws take effect immediately unless there is a proviso otherwise.so if you change the length of the term, that would apply to the incumbents.

The roles and duties are whatever you define them to be, preferably in your bylaws. So, yes, the titles could be interchangeable. RONR assigns one duty to the vice-president: the person who will automatically become president if the president position becomes vacant. If there are more than one vice-president, then there should be a way to rank them to see which of them will ascend. So it's probably less confusing to use the Membership Secretary title. But that's just my opinion. Your organization gets to decide what it wants to do.

I'm not sure that what RONR says is at all relevant in this situation. Bylaws supersede the Parliamentary Authority and the bylaws here are pretty clear on the requirements for "passage of any matter submitted to vote." Incidental motions would seem to be included in that term ("any matter submitted to vote"). So the vote requirement in the bylaws would seem to apply to them.

I don't see anyone saying that such a member is "both present and not present at the meeting at the same time." Rather, as Mr. Gerber puts it, "The members who are voting at the polling place are casting valid votes, but that doesn't automatically make them present at the meeting at which the assembly is conducting other business."

I, as did Mr. Martin, read the OP this way. I have seen enough questions on this forum not to assume that everyone shares the same understanding.

The way to vote against a particular candidate is by voting for another candidate. So, as others have noted, you do not have a yes / no vote on electing someone by acclamation. The sole candidate is declared elected by acclamation, unless a ballot vote is required. If that is not the desired outcome, then someone needs to nominate another candidate.

Rob, did you dip into the eggnog a bit early? Let's use Richard's example, that the bylaws call for a ballot election by the board to elect the officers (it appears, from the OP, that the members elect the board and the board elects/appoints the officers). The motion in the OP is in violation of a rule requiring a vote to be taken by ballot. That constitutes a continuing breach. You are saying that the adoption of the motion has at the same time created and ended the continuing breach because the motion improperly replaced an election by ballot. Maybe Santa will give me the wisdom to make sense of that, but I doubt it.

You could call a Division of the Assembly. Sometimes people are more likely to cast a vote when it involves them standing up and showing how they vote, rather than just a voice vote. Of course, I'm assuming that you are doing voice voting or show of hands (as you are a small board) despite the fact that you give numbers, which I assume is by way of example.

Assuming that you are using the current, 11th, edition of RONR (rather than any of the online versions), the bold number after the name of the motion in Table II in the tinted pages (in this case, 16) tells you what section to look at. Section 16 is on page 197.

Some committees have "standing authority to act for the society on matters of a certain class without specific instructions from the assembly." Sometimes "all business of a certain class is to be automatically referred to the committee" (RONR 11th, ed., p. 491, lines 13-17) but in both of those cases, the committee must be constituted by name in the bylaws or by a resolution which is in effect a special rule of order. (Ibid., lines 6-11) So look to the documents that create the committee. But, in my opinion, this generally should occur at a meeting or, at a minimum, should be announced at a meeting.

Robert's Rules of Order Newly Revised (RONR) is meant for use by honorable people. So, yes, it does expect people to behave themselves (there is no such thing as an RONR Police Force). RONR is also meant for use at and by meetings of members. If it's a meeting of members of the association, then it speaks to the rights and obligations of members of the association. If it's a meeting of the association's board, then it speaks to the rights and obligations of the members of the board. In both cases, non-members have no rights, even if they are members of the association (but not the board) during a board meeting. Your POA apparently gives non-board-members certain rights at a board meeting (whether by bylaw, by resolution, or because they are required to do so by applicable law). This is not in RONR, so RONR will not have details on how to proceed in this situation*. If the document that gives non-members these rights does not clarify the details, then the board can adopt a motion on procedure for their participation. *As an analogy, if I buy and install an after-market turbo-charger on my car engine, the owner's manual will not tell me how to deal with problems related to that.

It sounds like you are asking whether this can happen outside of a meeting, because if it happens during a meeting then all in attendance would be aware. The general answer is no, that can't happen outside of a meeting.

In other words, Guest Brian, be careful what you wish for. Under RONR, non-members of the group that is meaning do not have the right to participate, ask questions of, or even attend meetings of the group. And the chair does have authority to act alone on this matter. "An assembly has the right to protect itself from annoyance by nonmembers, and it's full of authority in that regard ... can be exercised by be chair acting alone." (RONR 11th ed., p.648, lines 14-17).

Only members of the group that is meeting are allowed to make motions. In this case, it sounds like the board officer is making the motion. As long as the officer is a member, that's fine. The officer does not need to say who originally came up with the idea, but it is the officer who is making the motion.