Atul Kapur

As Mr. Honemann has said, if the motion is in contravention of your bylaws then it is null and void. You can raise a Point of Order at the next meeting. And, if you think the association was misled, then you can likely move to Rescind the motion which was adopted (there are some motions that cannot be rescinded). I, too, disagree that the Secretary "used Robert's Rules" to do anything improper. From your description she did not follow RONR. However, the book doesn't enforce itself. It requires a Presiding Officer and members who are knowledgeable about the rules within it. Fortunately, it doesn't take too long to learn a lot. Start with RONR In Brief. If many of your members are in the same boat, then you can hire a parliamentarian to assist the chair during the meetings and/or do some training with your assembly.

Once debate starts, it is too late to challenge how the motion came before the assembly. The adoption of the motion to Reconsider and the reversal of the original motion are valid and stand as the judgement of the assembly. Practically, I don't see any harm in this outcome. The majority of the assembly wanted to Reconsider the original motion (after all, it was adopted) so if the Secretary was barred from making the motion, presumably someone else would have (this presumes that your rules were followed about timing of making the Reconsider motion). You did the right thing at the time to get clarification. You could have pushed the point, as explained previously.

My answer assumed that these people were, as the last line of the OP says, "a brand new member". Mr. Elsman correctly brings up the question of when exactly the person becomes a member. The answer, hopefully, will be found in your bylaws.

It is too late now to challenge the adoption of the motion to Reconsider and the reversal of the original motion. It is not clear from what you've told us whether a non-voting member can make motions in your organization (being deprived of one of the two rights doesn't necessarily mean that you are also deprived of the other). Even if the Secretary was not allowed to make the motion, the Point of Order had to be made at the time it was moved. It sounds like you made a Parliamentary Inquiry (asked a question) which the chair answered. If you wanted to push the point, you should have then raised a Point of Order that the Secretary was not entitled to make the motion. Presumably, the chair would have ruled your point "not well taken" (ruled against you) and you could have Appealed that ruling. But all this needed to occur before the motion was debated. Once debate started, it was too late to object.

RONR says members have all rights of membership, including the right to vote. Exceptions to this would need to be specified in your bylaws. It sounds like you have been operating under a custom (unwritten practice). RONR says that when a custom is in conflict with the parliamentary authority, a Point of Order can be made and the custom "falls to the ground" and you have to follow the applicable written rule. (RONR 11th ed., page 19). The bylaws supercede RONR so if you had something in your bylaws to back up this custom, you would continue to follow that. You can amend the bylaws to be in line with your custom, but I doubt that you can do so in time to affect your upcoming elections.

That is not what determines whether this provision applies. It is the preceding sentence, "In cases where a board is constituted so that a specified portion of its membership is chosen periodically ... it becomes, in effect, a new board each time such a group assumes board membership." (p. 488, line 23 - p. 489, line 3). Note that it does not say that it becomes a new board each time a different group assumes board membership -- it happens whenever the periodically chosen (or re-chosen) group does. Please also note that the results of the elections are not relevant. It's whether the board is constituted this way. This point is supported by this passage on page 237 under "Effect of adjournment on pending business or on an uncompleted order of business" It is not whether those members are re-elected that matters. It is that their term ended. The items fell to the ground at the adjournment of their last meeting before their term ended. It is immaterial whether they will be re-elected. I don't make any comment on the rationale of this structure. You'll have to ask the authors. However, I will note that for some organizations (eg: where elections happen at the Annual Meeting), it is not known at the last meeting of the board's term whether everyone will be coming back. This makes it problematic to have potential unfinished business. I think p. 237 says exactly that.

It's not about whether the members need to be "brought up to speed". It's that the board "becomes, in effect, a new board each time such a group assumes board membership." (RONR 11th ed., p. 489, lines 1-3). That's the case, whether or not the exact same membership is re-elected.

RONR 11th ed., p. 453, lines 3-7.

I disagree with that assumption. I believe Mr. Brown also disagrees, but was too polite to say that so harshly. I, on the other hand, do not want there to be any doubt.

1) every superhero needs a secret identity 2) Richard is from New Orleans. I think his dictation app may just have transcribed exactly what it heard. 😁

I would say that such a resolution, once adopted, would be in the nature of a bylaw 😉 Agreed. I had included such advice in my previous post but it became long and unwieldy because it got into the concept of adopting bylaws as a whole vs individually or in chunks, as they seem to be doing here.

It has rules, they're unwritten (= custom). "The established custom should be adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise." (RONR 11th ed., p.19, lines 5-9)

Is this at the "third reading" stage? Did the presiding officer say why no vote was required? Did it pass by General Consent? Did the chair declare that the motion was adopted or lost?

I would think that this group has been operating using custom and following the principles of parliamentary law. Both of which are recognized, although not recommended as the only authorities to be used, by RONR.

I see what they are doing as having a committee propose an initial set of bylaws, but for a society that already exists, rather than one that is being newly-formed. So I would not be as harsh regarding the dissenting opinion and would allow the dissenting member's idea as an amendment to the proposed bylaw article. The amendment would require a majority vote to be adopted. As your current custom is that only tenure-track faculty boat, those would be the people who would be entitled to vote on this amendment and on the resolution or bylaws (whether amended or not). This isn't, as you have seen, a simple thing to do. I would recommend that you hire a professional parliamentarian to assist the Society in drafting and voting on these bylaws.

There is a paragraph under the section on bylaws. Page 567, line 24 - p. 568, line 2. It basically says that your bylaws should conform to the parent bylaws only where specifically required and that you should not duplicate things that do not apply to your local society.

Agreed. But, I respectfully suggest, not one for this forum on RONR and parliamentary procedure.

Concentrate on the first three words: "in voluntary societies". I'm not sure that an HOA is a voluntary society. As I understand it, membership requires you to have a home in the area under the HOA's jurisdiction and, I suppose, having a home in that jurisdiction gives you the automatic right of membership in the HOA. Frankly, I don't want to hear the answer to this question. I am just raising it as one that your analysis needs to consider and that you should get legal advice about. I would also ask what is the limit of your disciplinary authority. Also, I question your description of your HOA as an "alternative adjudicator", and your assumption that you can grant yourself the power that the statute gives to a judge. Again, I don't need to hear your answer to this question, I'm just suggesting it as one you should ask a lawyer.

You are asking a legal question. You should ask an attorney familiar with that law and HOA's. The phrase that I bolded is one we hear often on this forum, and the usual response is that this is the wrong question - you need to show me what gives you the authority to do that.

I agree with Mr. Huynh that Postpone to a Certain Time would be the appropriate motion. However, to answer the question that was asked, "... a question that has been taken from the table can be laid on the table again, subject to the following condition ... : A motion made the same day to lay the same question on the table is in order only after material progress and business or debate has been made, or when an unforeseen urgent matter requires immediate attention." (RONR 11th ed., p.213, lines 27-32) The next page gives some examples of what would constitute material progress. This is another reason why the motion to Postpone to a Certain Time is not only correct but also the better motion to use. "When the time to which a question has been postponed arrives and the question is taken up, it can be postponed again if the additional delay will not interfere with the proper handling of the postponed motion." (RONR 11th ed., p.183, line 34 - p. 184, line 2)

The requirement for notice protects absentees, so I would say no. The fact that the agenda can be amended greatly weakens the protection for absentees, but I do not think that it would in order to have a meeting where the agenda was not posted 7 days ahead of time.

You will need someone who is more knowledgeable about the search function on this forum to help with that. I was careful to say "a rule in the bylaws" for this very reason.

I would say that the agenda can be amended at the meeting, but that's just me. If a question comes up about this, then the chair would have to rule on a point of order that was raised (to clarify the ambiguity in the bylaws). This ruling would be subject to appeal.

There are other threads about setting an even higher threshold for suspending such a rule in the by-laws, or even making such a provision unsuspendable (which I would not recommend).

You would need a Special Rule of Order or Bylaw that says this portion of the budget is not amendable. I have seen this placed in the job description of the position or in the articles about the executive board, giving them the exclusive authority to negotiate the package with the person.