Atul Kapur

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.

Last year, your membership meeting decided that he was eligible by virtue of having been elected, that is, without serving any of his term. That seems to have set the precedent. So it seems immaterial whether he's served any of his term, because your meeting decided serving any of the term is not necessary, just being elected is. If I were on your executive board, I would have followed that precedent. There are some caveats to this. First, exactly what do your bylaws say about eligibility to be elected President (please quote the exact wording) and about the roles and authority of the board to make decisions? Second, this is all a matter of interpreting the bylaws, which is a decision to be made by the membership. What I've stated above is just commenting on the situation as you've described it. Third, the precedent that I've claimed was created last year is persuasive but not binding on the membership meeting. Page 252: "precedents are persuasive in resolving them—that is, they carry weight in the absence of overriding reasons for following a different course—but they are not binding on the chair or the assembly."

We are told that the second amendment is on some other part of the same item, so it's hard to imagine how that would be germane to the first amendment.

Well, if the proposed amendment is just to add paragraph B, then your motion should be ruled out of order, since it's the same as voting No on the proposed amendment. Argue and vote against the proposed amendment. One good argument is Mr. Katz' point that the amendment, a non-exhaustive list, is not really helpful. Well, the membership meeting would decide by the way they vote on removing the director. This is the same as the current situation: the meeting would vote and if enough members feel there is cause, they will vote to remove the director.

I'm not a lawyer, but it seems to me that the concept of due process would say that amending the unexecuted part downwards (ie: shortening the suspension) would be proper but lengthening it would not.

RONR (Rules of Order, Newly Revised) says to have another ballot, with all candidates staying on the ballot (not just the two who tied). In fact, this is what it says to do until one candidate gets a majority vote. Page 441: if any office remains unfilled after the first ballot, as may happen if there are more than two nominees, the balloting is repeated for that office as many times as necessary to obtain a majority vote for a single candidate. When repeated balloting for an office is necessary, individuals are never removed from candidacy on the next ballot unless they voluntarily withdraw—which they are not obligated to do.* The candidate in lowest place may turn out to be a "dark horse" on whom all factions may prefer to agree. *An organization could suspend the rules, or adopt a special rule of order, so that the nominee with the fewest votes is dropped from the list of nominees for succeeding ballots in the expectation that voters will then confine their choice to the remaining nominees. Only a bylaws provision, however, could make the dropped nominee ineligible for election so as to render illegal any subsequent votes cast for that nominee. (See pp. 430–31.)

But, Richard, "Student" is my persona when I'm on my cellphone! Get one with bigger buttons, my friend (or a dictation app) 😉

and if the assembly says that the motion was killed at the last meeting, it could be renewed at this one (it is a new session as we are told the meetings are monthly).

What did the Chair indicate when they put the motion to Postpone to a vote? The Chair should ensure that the assembly is clear on the question they are voting on. It may be that the Chair also felt that "everyone knew" what was meant. Has your association ever actually Postponed a motion Indefinitely (it's uncommon in most organizations I've been involved with)? If not, it seems reasonable to assume that the assembly did understand this to be the motion to Postpone To a Certain Time (Postpone Definitely), in which case it should show up under Unfinished Business and General Orders next month.