Atul Kapur

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 Since we are told that even things that are Rescinded and Expunged from the Minutes "must not be blotted or cut out so that they cannot be read", would that also apply to the portions of the minutes that are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.

RONR uses the term Executive Session to describe a meeting, or portion of a meeting, "at which the proceedings are secret." (p. 95, line 18). "The minutes, or record of proceedings, of an executive session must be read and acted upon only in executive session [and, therefore, stay confidential] unless that which would be reported in the minutes -- that is, the action taken, as distinct from that which was said in debate -- was not secret, or secrecy has been lifted by the assembly." (p. 96, lines 9-14)

I'm not quite sure that I understand your question. However, the minutes are not "the minutes" until they are approved at the next regular meeting. Before then, they are only draft minutes. General members have no right of access to the draft minutes of a board meeting. OR if the general meeting "orders the board's minutes to be produced and read to the society's assembly." (p. 487, lines 19-20)

Agreed. I almost added that to my last post. But Member Y's purpose is explicit.

Well, I believe that because Member Y is quoted as saying, "Mr. President, I believe this is a question we should consider in a closed meeting." The question being Member X's resolution. (p. 230, lines 4-5). In fact, it could be argued that Member Y has clearly stated the purpose for the executive session: to consider Member X's resolution. Unless I am misunderstanding what you meant by "purposes" when you said

As a practical matter, the fact that you are required to allow lot owners (=general members) to attend your board meetings as observers destroys the effect of requring confidentiality. Even if the directors feel bound by it, any observer is not. So I don't see the point of withholding the minutes of the board meetings. Of course, there is an expectation of confidentiality for matters that are discussed in Closed Session (called "executive session" in RONR). The minutes of items in closed sessions should be kept separate and approved in closed session. These minutes should be short as the minutes only record what has been done, not what is said.

I don't see that example as a prohibition or even a suggestion that the motion shouldn't list the purpose(s) for the executive session. In that example, it is not necessary as everyone is aware what will be discussed in the executive session.

If the Act prohibits the board minutes from being distributed to the membership (which would surprise me), then that's that. However, if the Act just doesn't require it or is silent, then RONR says (p. 487, lines 14-20):

I do not think the replies you have received are saying "too bad, so sad". It is up to your organization to interpret it's own rules. The Meeting could be asked whether to allow a candidate back onto the ballot (without saying who it is). As for my opinion, I would allow this person back on the ballot. This is because RONR leans towards allowing as many candidates as possible (putting it another way: giving the meeting the greatest freedom of choice of who they want to elect). It does this by (a) requiring there to be a period of nominations from the floor; and (b) allowing for write-in votes. So in line with that approach, I would let this person back onto the ballot. By the way, you said earlier that you don't allow write-in votes. RONR says that write-in's can only be disallowed by the bylaws, and I don't see that prohibition in your bylaws.

You seem to be saying that " A majority vote of the eligible voting class members present" means the same as "a majority of those present." To quote Inigo Montoya: "I do not think it means what you think it means." The language in your bylaws is open to interpretation. To be clearer, it should specify that it is a "majority of those present" or a "majority vote" (which does not require the extra wording that you currently have because it is defined in RONR as "more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or properly called meeting" p.400, lines 10-12). The line about abstention ballots not counting strongly suggests that the intent is a majority vote. This is because it is a Principle of Interpretation that nothing is placed in the bylaws without a reason and, as you noted, unless the intent is majority vote, then the lines about abstention would be meaningless. (pages 588-591, particularly p. 589, lines 4-7).

While taking no position on your argument abut this rule in RONR, I note that in your complaint about the RONR rule, your example is that it complicates a rule that does not exist in RONR (the three readings rule). It seems to be a high standard you set: that RONR should work well with and not cause unintended consequences in another rule that a particular assembly adopts. Would the RONR rule be a problem if the board didn't have it's own (non-RONR) rule? In the situation you describe, if the board finds itself in a situation where urgency is required, why couldn't it suspend the rule requiring three readings?

Just to be very clear: even if that single enacting motion includes separate motions that, in total, have the effect of postponing the entire class (in this case, of committee reports)?

Citation, please.

Sounds like that old country song, "I'm my own grandpaw"

Each subsidiary motion is moved as each specific item is brought up. You're not doing them all at once.

What do you base that on? RONR lists a specific prohibition on doing this for Postpone to a Certain Time and Lay on the Table. The Principles of Interpretation, if applied to RONR, suggest that it is therefore not prohibited for the motion to Refer.

I agree that it would be in order, but any one member could demand that the motions be separated.

Rules that pertain to the orderly conduct of business within the context of a meeting. And, IIRC, the role of officers in that context.

Overall, I agree with Mr. Mervosh on this (Not just this -- several other areas, as well). However, there are many details missing which may affect the answer. Is the only difference for those members in the pilot program that they are going to pay lower dues? Are the dues specified in the bylaws or somewhere else? The answers to those two questions may give you an alternative to a bylaws amendment. If you do need to amend your bylaws, you could put in a provision specifying that it is only temporary. That is, the new section will be rescinded unless it is confirmed, or amended and confirmed, by the membership at another meeting before a specified date about a year from now or at the next annual meeting. I suggest it would be worthwhile for you to hire a parliamentarian to review your documents, outline your options, and draft the wording for your motion so that you avoid confusion and unnecessary arguments about process.

Whenever it would be in order to move a main motion. Not according to p. 184, lines 23-25: "It is not in order, either through a subsidiary motion or a main motion, to postpone a class of business composed of several items or subjects, ..." Doing it through a series of main motions is effectively the same. RONR does suggest that the appropriate way to do this would be to Suspend the Rules (p. 184, l. 23 - p. 185, l. 1).

RONR says, "Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late." (RONR 11th ed., p 483, lines 9-13). I've bolded the first part of the sentence because your bylaws seem very clear that they are giving your executive committee (equivalent to a board) exclusive control. So I would say that your general membership does not have the authority to override your executive committee. Your recourse would be to remove the members of the executive committee and/or elect different members who will listen to the general membership at the next opportunity.