Atul Kapur

Just to be exquisitely clear (or exasperatingly clear, you choose): The Chair can rule the motion null and void, but only at a meeting. That's the case whether the Chair makes the ruling on their own initiative or in response to a Point of Order. Guest Cathy's question suggested she was thinking of whether the Chair could just rule the motion null and void now, two days after the meeting.

In addition to Mr. Brown's answer above, which confirms that the association can order the minutes produced, the board itself can adopt a motion to allow members to inspect the minutes.

"It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the the time the vote is taken in a regular or properly called meeting.... Exceptions to this rules must be expressly stated in the bylaws." (RONR 11th ed., p. 423, lines 17-23)

As a practical matter, you agree that they still have to follow the terms of the contract/agreement. Even if the bylaws would disallow the 80 ballots.

In the Big Box of Legal Loopholes. Hence the use of the word, "may".

Do the bylaws give the board the exclusive right to set the dues rate? If not, then the membership can use the motion Rescind or Amend Something Previously Adopted. Do the bylaws allow for special meetings? If so, then they should also list the procedure to follow to require one to be called (eg: submission of a request by 5% of the membership to the Secretary or President). Note that special meetings should include in the call to the meeting the business to be considered. You mention "recalling the entire board." Do the bylaws give the membership the right of recall? If not, how are the board members' terms defined in the bylaws (exact wording would help here about whether their term ends after a certain period of time "and" until their successors are elected or "or" until their successors are elected)?

Again, this is properly a legal question. If the agreement is binding legally, then it may supercede the bylaws.

If you are looking for absolute clarity, "The chair cannot vote twice, once as a member then again in his capacity as presiding officer." (RONR 11th ed., p. 406, lines 14-15).

I am certain that will be done presently.

These are good questions to put to the legal counsel. RONR does not allow proxies so answers to any questions about their use (or misuse) will have to be found in your bylaws, the laws applicable to your HOA, or the courts. I suggest that it would be important to determine whether the alteration was done before or after the proxy was signed.

Agreed. This seems to all be about interpretation of the Constitution and Bylaws, which is up to the Association itself to do. A more carefree person might have said, "They're your rules, you tell us." I support the recommendation that they seek the assistance of a professional parliamentarian.

Hire an attorney. That should get someone willing to give an opinion. Perhaps look to someone in a neighbouring jurisdiction.

With the question boiled down to its essence, the answer would appear to be obvious ("no"). Mr. Harrison does ask a good question about the actual status of the resignations. If you are asking, "What can we do if we only have four members left?" I would reply that the group that originally elected the board gets to fill vacancies. Is there a provision in your bylaws for a special meeting of the membership?

Since Mr. Martin was good enough to direct the discussion back to RONR (rather than USHoR), a small addition: the motion Lay on the Table cannot be applied to an undebatable appeal that does not relate to (aka "does not adhere to") the main motion. So, to summarize: - Adhering appeals: Can Lay the main motion on the Table and adhering appeals go with it - Non-Adhering appeals - Debatable: Can be Laid on the Table by itself - UNDebatable: Cannot be Laid on the Table.

While what you suggest is correct (exquisitely so), the important part of your original post is "no harm done".

I think that the term "a 2019 membership" is a red herring that has confused the situation. The Board did not accept an application for membership. Under the then-current bylaws, this meant the person did not become a member. Nothing says that this motion is still in force. The now-current bylaws have a different requirement for membership. The applicant submits a new membership and it is accepted under the new rules. In fact, if the old rules were still in place and the applicant re-submitted their application, the board would be able to accept the second application by a majority vote. This would be a Renewal of the motion to accept J. Doe's membership application.

It is too late as Mr. Elsman says, to change the individual's vote. I don't understand this sentence, "As I understand it, however, the abstention would prevent the board member from bringing the question to the floor again. Is that correct?" Abstaining makes no difference as to the right to bring the question to the floor again. Perhaps you are thinking of the motion to Reconsider? Only someone who has voted on the prevailing side can make the motion to Reconsider, so someone who abstained would not have that right. But it is too late to Reconsider this motion (needed to be done before the adjournment of that meeting). Any member can make the motion to Rescind but, as Mr. Elsman says, that motion would not be in order.

I'm not sure how a statement in the FAQ can be said to contradict silence.

Further, option B is incorrect. Imagine what situation the board would be in if the motion to rescind failed.

Not if they're following RONR.

Why do you think that way? I would think that unless there is an explicit requirement to quote the amendment, that giving the substance is adequate. Why treat bylaws differently than other motions requiring notice?

I'm not so certain that the challenge to the developer's ballots is a lost cause. We are told that the HOA "agreed" to them being cast; that may have been informal rather than by vote. It may very well be that, once it is brought to the chair's attention that this violates a "fundamental principle of parliamentary law" (RONR 11th ed., p. 263, lines 18-23), that the Point of Order would be well taken. You could even make an argument here that any appeal would be dilatory and out of order. 😉 This all assumes, of course, that the bylaws do not say anything otherwise.

While I agree with you, Mr. K, I do have a question for you: What becomes of those portions that are removed? Since we are told that even things that are Rescinded and Expunged from the Minutes "must not be blotted or cut out so that they cannot be read", would that also apply to the portions of the minutes that are removed by way of ASPA?

Usually this type of motion is only proper as a show of solidarity by a losing candidate. Most times this comes up, the chair should declare the sole nominee elected by acclamation rather than following the procedure you describe. Alternatively, this is attempted when the bylaws require a ballot vote and that requirement cannot be subverted in this way. Which circumstance are you describing?

If the inquorate meeting was a board meeting, then the answer is Yes, as Mr. Honemann has said. But it's not clear from the question whether the inquorate meeting was a board meeting, or a general meeting.