Atul Kapur

I suspect the authority to meet and do some types of business will not be found in RONR but in the rules for your municipality's committees. The four motions in your quote from RONR are basically the only business that can be validly transacted. "In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void." RONR 11th ed., p. 347 lines 22-24. However, I have seen municipal and legislative rules that allow committees to do things like conduct hearings (aka public comment) even without a quorum. These rules would supersede the provisions of RONR.

Interpretation of your bylaws is something your organization will have to decide.

Table II (Tinted Page 24, Motion #69 "Ratify, or Confirm" states that the Vote Required for Adoption is "Majority, except as explained on pages 103-4". This refers to SDC 7 of The Main Motion which states the exceptions to the majority vote requirement (including where the bylaws "prescribe a requirement of more than a majority vote {such as a two-thirds vote, or previous notice [pp. 121-24], or both}"). This makes it clear (to me, at least) that the motion to Ratify requires the same vote as the original motion which it is ratifying.

Doesn' matter how good your rationale is, you cannot suspend your bylaws rule on quorum. Quorum is the minimum, so it doesn't matter whether you're below it by one person or ten. The motion to suspend the rules was and remains null and void. Your board is being prudent by not acting on the decisions made at the meeting since they are also null and void.

By the way, if you adopt RONR, please note that it says that nominations do not require a second, which would be another deviation from your custom.

Well, if you want to make the motion again, then you will have to provide notice again, otherwise it will require a two-thirds vote.

If you need a reference, the simplest one is RONR 11th ed, page 261, lines 7-8: Suspend the Rules: "2. Can be applied to any rule of the assembly except bylaws* (or rules contained in a constitution or corporate charter)." The asterisked footnote talks about "rules in the nature of rules of order when placed within the bylaws". As Mr. Katz has noted, this would not apply here. This is mentioned more than once. Not an exhaustive list, but also see p. 260, ll. 22-24, p. 263, ll. 1-7, p.13, ll. 5-9.

Well, if the total amount budgeted for that item is less than the sum of the January and May motions, then it would be out of order because the May motion would then conflict with the budget, which is a motion adopted and still in force.

Agreed, that would be an example of a situation where both motions cannot be followed. I just didn't want to assume that was the case. The wording of the question suggests this type of problem but doesn't say so explicitly.

Does the May motion prevent your HOA from carrying out the January motion? That is, can you do what both motions say? If you can, then I'm not sure that there is a problem.

Just adding the reference to support J. Katz' post above: RONR 11th ed, p. 595, l.32 - p. 596, l. 7: "Amendments to strike out a sentence, paragraph, or section deserve special care. In such cases, the existing bylaw is not itself open to consideration, but only the amendment. If notice is given to strike out a provision of the bylaws and some members feel it should be retained with certain changes whose substance would be outside the scope of that notice, those members should immediately give notice of the amendments to the existing provisions which they think are advisable. Otherwise, friends of the existing provision will be cut off from opportunity to work out compromises for its partial retention by perfecting the existing language."

The question that I read in Guest Rochelle's original post was what, exactly, is to be the role of non-delegate members? Her concern, from the part I bolded, seems to be that the instructions may be interpreted to mean that the entire group (delegates and non) would vote and that the delegates would be bound to follow the decision of that group. I said above (and believe J. Katz agrees with me after I clarified) that the instructions were not be clear and it would be more appropriate for the delegates to hear the views of the non-delegate members but that, if it comes to a vote, only the delegates should take part in that vote.

Of course the assembly can instruct the delegation. I never said otherwise. But the issue for the OP, which I share, is that the instructions are not adequately clear. We are told that the assembly instructed the delegation to caucus and further instructed that "members attending the conference caucus with the delegates to provide their input on who the delegates should vote for". That leads to the question: What is the role of the non-delegate members? Are they to formally take part in the decision-making (ie: vote on which candidates the delegates should vote for) or are they just "providing their input" and only the delegates will make the decision? To help answer this question, which seemed to be at the core of the OP's post, I referred to §58 "Conventions of Delegates" and particularly the paragraphs on Caucuses on pages 605-607. You'll have to take that up with the authorship team 🙂 "Unless instructed otherwise by its parent society or unit, such a caucus [the unit's delegates to the convention] is governed by the rules of procedure applicable to committees (50), since the delegation is in effect a committee to represent and act at the convention for the constituent society or unit that chose it." (p. 606, lines 1-5) [emphasis added]

It is not clear from your post whether the delegation has been instructed to "vote as a unit (that is, to cast all of its votes in accord with the decision of the majority of the delegation)" (p. 606, lines 27-29). If so, and with your saying that you "think the group might be looking to vote", then I would suggest that only the delegates can vote on the decision of who to support. The delegation is, in effect, a committee (p. 606, line 3) and while a committee can hear from non-committee-members, only members of the committee vote. This is analogous to a committee holding hearings. "When a committee is to make substantive recommendations or decisions on an important matter, it should give members of the society an opportunity to appear before it and present their views on the subject at a time scheduled by the committee. Such a meeting is usually called a hearing. During actual deliberations of the committee, only committee members have the right to be present." (p. 501, lines 7-13)

Special committees "go out of existence as soon as they have completed a specified task". (p. 490, lines 6-7) so it would be difficult to argue that it still retains its directive. Once they have carried out that specified task, they automatically cease to exist. (p. 492, line 3-6). So no formal action to "close" was required. You mention in your first post that "duties of this new committee are some of the duties under an existing committee". RONR p. 492, lines 6-9 say that, "A special committee may not be appointed to perform a task that falls within the assigned function of an existing standing committee."

Interpretation of your bylaws must be done by your organization itself. However your question is not clear. The written question " whether the membership chair is an elected position" seems pretty clearly answered by section 3, which says "(3) Separate elections must be held for each office" then specifies the membership chair as one of those offices. Your second question, " So wanting to know if a director and a membership chair are two different people." does not seem to be answered by the excerpts you have provided. Generally, nothing prevents the membership chair from also being a director. Depending on your bylaws, the membership chair may automatically be a director.

You are proposing to restrict the basic rights of a member, so that would generally require a specific provision in your bylaws or a special rule of order. Josh Martin has explained the voting requirements for those.

I see no exception in page 392, lines 12-18: "REFRAINING FROM ATTACKING A MEMBER'S MOTIVES. When a question is pending, a member can condemn the nature or likely consequences of the proposed measure in strong terms, but he must avoid personalities, and under no circumstances can he attack or question the motives of another member. The measure, not the member, is the subject of debate." (emphasis added) All of the mentions of censure in RONR refer to the actions of the person / group being censured.

Sounds like your most significant need is a good presiding officer with the training and confidence to keep the debate from degenerating. Even if some members bring up the same topic again and again -- which is their right under RONR -- it can be disposed of efficiently and fairly. The meeting agenda belongs to the meeting, and I'd be hesitant to try to exert control by way of the trustees "setting" the agenda.

I will refine the suggestion I made in my (Student's) earlier post. If you know that there will be three minority reports, then you should figure out ahead of time how the assembly will decide among them. So I suggest you write up a simple explanation of Filling Blanks. You can circulate this to members at the meeting (or even ahead of time), have the chair explain it to the assembly, or both.

Without knowing what is in your bylaws, I would caution that questioning the motives leaves you open to being called to order and, worse, distracting from your actual argument. Page 392, lines 12-25 "Refraining from attacking a member's motives". How about asking the board what provision they feel gave them the authority? Then you can make a motion of censure, if appropriate.

I would think that this would qualify under the third example on page 124, "action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority"

Yes, the same body that made the motion decides on Amending Something Previously Adopted; any member of the board can make the motion. Note that the vote required to ASPA is (a) 2/3 vote, or (b) a majority vote if notice of motion has been given, or (c) a vote of the majority of the entire membership (of the board).

Providing the references for HHH's comment (emphasis added): "If the bylaws require the election of officers to be by ballot and there is only one nominee for an office, the ballot must nevertheless be taken for that office unless the bylaws provide for an exception in such a case." (page 441, lines 25-28). "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or “acclamation.”" (Page 443, lines 7-12) So check if your bylaws require a ballot vote and, if they do, whether there is an exception in the case when there's only one nominee.

This sounds similar to the current fad (aka "best practices") of corporate board governance; I've heard it from several consultants (listen for the code words "skills-based"). You won't find it in RONR. I sound very cynical in that paragraph. There are good and bad points in these ideas but your organization should consider them carefully.