Atul Kapur

It is explicitly written that, before it is stated by the chair, others may make suggestions about the motion. The mover is free to accept or reject those suggestions. Now 5 minutes seems like a long time to be doing that, but I still wouldn't go to the extreme reaction Mr. Katz suggests. Borax, while I'm writing, a couple of points: your Board was correct to require you to make a motion. The default is that it applies to the vote that is pending. Guest Zev and Mr. Brown gave the other standard answers that you will find in RONR. And, if you're still up to it, the next step is to know that your group seems to be using the motion To Table incorrectly and correct that. ☺️

Another option I have seen is to have a rule of order that says, if there is a tie for the lowest vote-getter and there is only one other candidate (ie: the one who got 3 votes in this situation), that you do a run-off between the two tied nominees. Be very clear that people are voting on which one STAYS on the ballot. Then the winner of that runoff goes on a ballot with the top vote-getter.

Holding the vote by another method, for example, by ballot.

Yes, that's correct for Guest Zev's scenario. I was going back to the question in the original post, whether Committee B could make a recommendation in a report, and GWCtoD's post where he first mentioned the term "prohibited recommendation."

RONR uses the term executive session to refer to any meeting or part of the meeting where the proceedings are secret. The assembly can conduct any or all of its business in executive session. Some organizations are subject to Sunshine Laws or Open Meeting laws. If they apply, then they may restrict the business or activities that can be conducted in executive (or "closed") session.

If a prohibited recommendation is "merely reported" (prohibited because it is outside the purview of Committee B), then the reporting member should be called to order for speaking to a matter that is not germane to the business at hand. (RONR, 11th ed, p. 392) The business at hand is the report of Committee B on the "certain matters or subjects" which were assigned to it. (Ibid, p. 489, l. 23)

Why complicate things and potentially confuse members with this "form of a minority report"? As it is going to be treated as a substitute motion, just move a substitute.

I didn't draw a distinction between the recommendation and the motion because such a recommendation should be made in the form of a motion. The section "RECOMMENDATIONS IN A REPORT" states " specific recommendations for immediate action by the parent assembly should be grouped at the end... And should generally be cast in the form of one or more proposed resolutions." (RONR 11th ed, p. 504, ll. 18-22)

A committee considering something outside of its jurisdiction (and within the jurisdiction of another committee) is really just a bunch of folks talking. So I would say it is out of order for Committee B to include this as part of its report. Leaving this group of individuals with the two options you mentioned. And the ones Richard thought of while I was writing this.

Minutes record what was done, not what was said. As Dr. Stackpole said, you could have made a motion to include this in the minutes. You are correct that the owners who weren't there would probably want to know the question and the answer. But the minutes are not the best method for that to occur. A newsletter has been suggested, and that makes sense to me.

The fact that the order was derived and maintained over centuries of use, by a variety of authorities means that it has a great deal of legitimacy proven over time. However, Guest saa questions the logic behind the order of precedence. I find myself convinced by the arguments that have been posted earlier, but will post another explanation in case Guest saa finds it helpful. George Demeter, in his Demeter's Manual of Parliamentary Law and Procedure, states the following about hte rank order of the subsidiary motions: "it was decided to base their rank on the speed and wisdom with which each motion can accomplish business. In other words, the nearer to completion a subsidiary motion brings the business before the house, the higher its rank." Specifically to the two motions that are the focus of this discussion, he says, about Postpone Definitely, "when the time to which is was postponed is reached, the question is automatically taken up for consideration, thus ensuring accomplishment of business". As for committees: "a committee requires time to organize and may not report for a session or two and, logically, has lower rank than the above four motions which accelerate business." To be clear, Demeter's order of precedence is the same as in RONR.

If it is allowed as a single motion, it should be in order to move to Divide the Question to have a separate motion and vote on the removal of each director individually. Your decision as to whether you wish to do this (would it make it easier or more difficult to get the results you want?)

Richard, it's because the language below is almost an exact quote from Corporation Acts I have reviewed. Those Acts also say that a special resolution requires a 2/3 vote to pass. And, rather than defining what constitutes a special resolution, they say which actions require a special resolution (e.g. removing a board director).

This (partial) quote does not say what you told us it did in your first post: I believe that the phrase "encumber Association propeety or assets" refers to using the assets as collateral for a loan or mortgaging a property. I am not a lawyer and this forum doesn't provide legal advice, but I still haven't read anything to suggest that the Board has overstepped its authority.

That doesn't necessarily mean that they need a vote of the entire association, as you seem to believe. It depends on the exact wording, but what you've written here says that the Board can purchase an asset if approved by a 2/3 vote of the Board. As Guest Zev states, the association may have authority to countermand, or Rescind, the motion.

It sounds like your group is incorporated. If so, you should check the legislation that applies in the jurisdiction where it is incorporated. What parliamentary authority do your bylaws specify?

The executive board cannot vote on bylaws amendments at all. Your bylaws (quoted above) state that it is the members who have the power to amend the bylaws. Of course, if the members of the executive board are members of the association, they can vote as members at a general membership meeting. The membership can vote on bylaws amendments, but only at a general membership meeting (see the bolded part of your bylaws in the quote above), so not by email.

I would think that the minutes of the meeting where the bylaw amendment was properly adopted would be the confirmation.

The trustees do not have the authority to suspend or ignore the bylaws rule on who is eligible (the full organization doesn't have the right to suspend or ignore the bylaws either, for that matter). So the answer is No, your trustees cannot make this appointment, even "just this one time" and even though this position shouldn't be allowed to stay vacant. As Mr. Huynh says, you would have to amend your bylaws if you find that they are becoming a hindrance to your association functioning. You would probably also benefit from looking at reasons why no eligible person has stepped forward.

The point others are trying to make is that a "Skype meeting" is Not a meeting unless authorized in the bylaws (or sometimes a lower-level rule). In the situation we are discussing, where it has not been authorized, there cannot be a Unanimous Vote or a Majority Vote or any other kind of vote because votes can only happen at meetings. So RONR correctly doesn't mention a unanimous vote but instead refers to "what has been agreed to by every one of its members". Would you like to resume the discussion with the point having been made very explicit? ;-)

By the way, this does not sound like a conflict or an ambiguity. If the bylaws said somewhere that Retired members could only vote for the "Retired" seat and, somewhere else, that Retired members could vote for both the Retired seat and one of the Other-8 seats, then there would be a conflict. But it just says that Retired members can vote for the Retired seat AND one of the Other-8. Active members can vote for one of the Other-8. There is no conflict. If you are dissatisfied with these provisions of your bylaws, then you can follow the procedure to amend them.

Well, the minutes should have a record of the adoption of the motion selecting the vendor. That resolved the matter so there is no need to keep it on the agenda. (some on this forum would jump in here to say that committees don't keep minutes, usually, according to RONR. While that is true, it is clear that this committee is using formal agendas so I'm assuming it also has minutes of its meetings). Your committee could also create and keep an Action List, which could, for your purposes, keep track of issues, motions, and how and when they are resolved. But it is ridiculous and a waste of time to have to move a motion resolving a matter and then move a second motion to remove the matter from the agenda. And think of the absurd result if you adopt a motion that resolves the matter but then defeat the motion removing it from the agenda.

If your bylaws are vague, then your organization is the body that determines their meaning. If you think that a decision of the president is incorrect, you stand and raise a Point of Order. If the president rules against your point, then you can Appeal. The process of doing that is in Chapter 11 of Robert's Rules of Order Newly Revised In Brief.

Guest Joe, you are asking several questions which don't touch on parliamentary procedure. You are making several accusations and you may wish to speak to a lawyer or the police about those. You may also have recourse to the disciplinary procedures as was mentioned in a earlier reply. The disciplinary process in Chapter XX is very detailed and a hard read because, I presume, of the need to procedurally protect people's rights. Respondong to your points as best I can: 1) I don't know if it's legal. Whether it was within the board's authority is determined by your organization's bylaws, which only your organization can interpret; 2) assuming your question is: Does the president have the authority to do that? See answer 1; 3) normally the treasurer should report to the board and membership meetings. Questions could be asked following the report. Specific duties of the treasurer should be within your bylaws or Rules of Order or Standing Rules. If all are silent, then refer to page 461; 4) see answer 2.

I have to disagree with your diagnosis and agree with Mr. Martin. If your organization had not proxies, the only difference would have been that the raw numbers would jave been 1/10 the numbers you quoted. You would still have had the same problem with your "illegal" votes becase there would have been enough of them to potentially affect the result. Quoting him here to emphasize my agreement.