Atul Kapur

It is very clearly defined in the bylaws you quoted: So the officers in Article 6 are also Directors according to this section of Article 7. Section 1. 1b defines the fifth director who is not an officer. I'm not going to get into the rest of your bylaws, because I don't have to in order to answer your original question: there is a board of five directors, four of them are the officers who are both officers and directors.

Are they recording the results of the actual vote, too, or just the "one vote for the winner"? According to RONR, they should be recording the actual vote. It sounds like they may be wanting to record the result, (who won) but not the actual numbers in a misguided artempt to prevent embarrassment to the non-winners. RONR specifically says not to do that.

This makes it sound like you are doing electronic voting, or voting by email, with the results announced at the annual meeting. Is that what you are doing?

If these standing rules that you propose are taking the place of the various bylaw amendments which the OP says are required, then presumably these standing rules would conflict with the current bylaws. And that would make them null and void.

Have a look through the old threads on this forum. You will see many examples of the same question being asked by different people because many of the same (or "very similar") situations occur many times in many places. Apparently the advice columnists like Dear Abby or Ann Landers got many letters from people who were convinced a recent column was about them; it always was not, but was "very familiar" because human nature is common to many humans.

I'm curious, Richard. What circumstances or facts would result in a different answer under RONR?

RONR clearly states that one person cannot give (Or "yield") their opportunity to speak or any of their speaking time to another person. In other words, your right to speak is not transferable. So Jeff, assuming he is a member of the assembly that is meeting, only gets the chance to speak as himself. Jeff cannot take or be given Kim's chance to speak. There are some ways Jeff could interrupt Kim and make points in the form of a question. The citation for that is near the passage quoted above.

RONR says that no member of a group can be prevented from voting. The exception is disciplinary proceedings, which doesn't sound like it applies at all here. I still don't have a clear understanding of your exact situation, so I will add the caution that legislation may apply and may give a different answer than the one in RONR.

And you can't conduct any substantive business, either. 😉

Thanks for the opportunity to clarify my answer. Helps me to improve. (And thx for the chance to talk about President O again!) 😁

Hi Tomm, Yes, every member of a board must be notified when a special meeting of the board has been called. But Guest nathan asked whether all members needed to be notified "when informing a special meeting has been requested". I was trying to clarify that not all board members need to be notified when the request is made for a special meeting. This is different from the notice required when the meeting is called. I raised this point because a recent thread seemed to confuse these two concepts. Perhaps an example may help. Assume that the bylaws specify a board of 15 members and also specify that that the president must call a special board meeting when they receive a request for a special board meeting from three board members. A disgruntled board member (member A) wants to have a special meeting for some reason (eg: to rescind a decision taken at the last meeting). Member A contacts a couple of friendly members (B and C) to try to convince them to join this request. So far, the only members who are aware of this request are A, B, and C. At this stage, none of the other board members are aware or need to be notified of this request. A only needs to inform those that A is trying to recruit to join the request. Once the president (let's say, President O) receives the request from A, B, and C, then President O has to call the special meeting. At this point, all members of the board, A to O, need to receive proper notice of the meeting. I hope that clears up any confusion. Can't Leave Well Enough Alone Department: If A only manages to convince one friend and submits a request signed only by A and B, then President O can reject the request. None of the other members need to be informed of the rejected (because not enough signatures) request.

I agree. I was going to add something about that to my original response but thought it would make my response too long and unnecessarily complicated.

Well, you don't need to inform every member when you are making the request. You follow the procedure for making the request. So, if it takes 20 members to request a special meeting, then only the people gathering signatures and those they approach need to be informed. Once the special meeting has been called, then proper or reasonable notice of the meeting has to be given to every member.

Usually, votes are decided on the basis of those "present and voting." So that would be 9-4 and there is 2/3 in the affirmative. In situations where the vote requires 2/3 of those present (or another denominator, such as "the entire membership") then this should be specified in the bylaws or a Rule of Order (or applicable legislation). Otherwise, the default "present and voting" applies.

I strongly suggest that, because the reason I asked is that I'm quite sure you'll find the answer in those other threads and I don't see any reason it will be different here.

Sincere question: How is this question different from what you have asked in other threads on this forum?

The American Institute of Parliamentarians and National Association of Parliamentrians offer courses and membership to help people learn.

Richard, punishments are different from imposing conditions on attending the annual meeting. You are conflating punishments with the concept of imposing conditions of membership. I believe this conflation is incorrect. The use of the words "for example" when discussing possible punishments make it clear that the lists are not exhaustive. The statement "censure, fine (if authorized in the bylaws), " clearly indicates, by use of the commas, that this requirement only applies to a fine. So imposing the "wear a sandwich board" punishment is valid. Consider it a two-step method of expulsion, which you agree is a permissible punishment. If the offender refuses to comply with wearing a sandwich board, then the assembly could conduct another trial, this time on the offence of non-compliance; the penalty on the second trial would be expulsion. Looking at this issue another way: your misgivings about the authority to demand an apology or repayment of misappropriated funds go away if you accept the concept that the assembly has the authority to order unmentioned punishments (other than fines). Occam's Razor says that strongly suggests it's the correct interpretation.

Just to be clear, the word "normally" here means that this is what is often seen in organizations. It is not a default so, if you want to follow this practice, then you will need to have this provision in your bylaws.

Your bylaws need to authorize voting by email, otherwise you can't do it at all. Those bylaws and/or Special Rules of Order should specify how you conduct such a vote.

I agree with Mr. Martin. Mr. Brown's reading of the quoted passages is too restrictive. The limit that a fine can only be ordered if allowed in the bylaws does not apply to other punishments such as wearing the sandwich board. I think if the offender refuses to wear the sandwich board, then they can resign or the assembly can conduct a new trial on the offence of disobeying a valid order if the assembly. Presumably, the punishment this time would be expulsion. I also agree that there is a difference between repaying misappropriated funds and a fine.

You would have to amend the bylaws from where they stand now to re-insert the provision you wish.

I agree with Mr. Brown. The Past President is listed as a member of the Board the same as the others. In addition, there is an exception to allow the Past Prez to serve an additional year in an advisory capacity.

That's not a term used in RONR. I have seen it in corporate bylaws. Usually, those bylaws and/or the applicable legislation dictates what items need to be passed by Special Resolution rather than an Ordinary Resolution. Where I've seen it, a Special Resolution requires a 2/3 vote to be adopted.

Non-members (of the board) do not have any rights under RONR. The board can, by a majority vote, decide to allow non-members to speak in the situation you have described. It would take a 2/3 vote to let a non-member speak during a debate. As you are an HOA, you should also check the relevant legislation that covers HOA's in your jurisdiction. That legislation may require such an opportunity.