Atul Kapur

It was a bit confusing but it sounds like Sid Grace is thinking that the ordering of the previous question would cause an immediate vote on the main motion.

In the faint hope that this helps solve your problem: often in an HOA, someone who owns 2 units is entitled to 2 votes at the Annual Meeting and counts as 2 of the 17 you need for quorum. If your bylaws are written that way and you counted them that way, would you reach quorum? This rule generally would not apply to your board meetings, however. And you are correct to be uncomfortable about being asked to make decisions on your own without authorization from the board. Could you get your current board to at least pass a motion delegating authority to a committee of one (you)?

The answer to this question will not be found in parliamentary law but in law law.

According to RONR, the assembly (in this case, it sounds like a Board) can decide by majority vote to include his comments in the minutes. No individual has the right to insist that their comments be included. I know that laws in some jurisdictions require a director's negative vote on an issue to be included in the minutes, but that would be up to you and a lawyer to see it that applies to your situation.

I cannot recall an example of this forum ever generally agreeing that the phrase "2/3 vote" could mean "vote of 2/3 of the entire membership". Rather, it has consistently said that a "2/3 vote" (or a "majority vote") refers to members present and voting. I remain open to being corrected, but we've often recommends this exact term to avoid confusion.

Only if there is an ambiguity to be interpreted. In this case it is very clear what a 2/3 vote means. The parliamentarian's opinion is not reasonable in this case. Similarly, if the bylaws say that elections will be held at the April meeting, the assembly is not free to "interpret" that to mean any meeting in the spring. "When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws" (RONR 11th ed, p. 588, ll. 26-28)

Do the bylaws say that the election takes place at the conclusion of the annual meeting or that the term of the newly elected officers begins at the conclusion of the annual meeting? I ask because the latter wording is much more commonly seen. Could you quote the exact wording from your by-laws?

I don't think that the notice was specific enough to do that. In fact, by using the word "discussing" it likely precluded your organization from voting on anything at that meeting: the notice only said you would discuss things, not take any action. "Notice...of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up..." (RONR 11th ed, p. 91, ll. 31-34)

The September motion was not a motion to Reconsider, so all that is quoted above is moot. However, there are a lot of falsehoods in this paragraph about the motion to Reconsider, so I didn't want to leave it uncorrected. The motion to reconsider must be moved by someone who voted on the prevailing side. That is the only thing the person who told you this stuff got nearly correct: "the individual making the motion would have to state how they had voted in August." More specifically, they would have had to confirm that they voted on the prevailing side in August. Also, they could only have made the motion to reconsider at the August meeting. The September meeting would be to late the make the motion. If it had been made in August, then it could have been dealt with in September. The other points are completely false. False: "to be reconsidered and voted upon again without previous notice, the majority of the membership must be present". This sounds like some incorrectly remembered mash of some rules regarding the motion to Rescind False: "only those people that had previously voted on the issue (ie, the people who were present at the August meeting) could vote on the new motion". Members who are present at the September meeting can vote on the reconsideration if the vote occurs at that September meeting.

You should probably get a legal opinion on whether the fact that the employee and employer did not sign a contract changes anything about how the bylaws apply. Your bylaws mention a meeting called for the purpose of terminating an employee: Somewhere in your bylaws it should say who has the authority to call this meeting (I suggest that you check the Article on Meetings and the Article on Officers first). That person or group / board calls the meeting. As for the denominator for the 2/3 voting threshold, it could be all members present at that particular meeting (my interpretation) or those members present and voting at that meeting. The latter is the default in RONR if the bylaws do not state otherwise; your bylaws, by adding the words "present at a meeting" have created an ambiguity. Only your assembly can decide on which interpretation is correct (ie: my opinion is meaningless, even though it's correct). It would be best to resolve this before you hold the vote on terminating the employee. Important: You should include this item of business in the notice to members of this meeting. At a called meeting (known in RONR as a "special meeting"), the only items of business you can transact are those ones where you have given members notice.

That is the general principle in RONR, that all members are equal and have the same rights to, for example, hold office. So this rule must be in your bylaws and must have been a decision made by your organization previously, presumably for what they thought at the time was a good reason. You are perfectly free to propose an amendment to your bylaws by following the procedures that they list to do so.

More than okay. I think Mr. Brown is almost begging you to do so :-)

Answering your question another way: Yes. The default in RONR is that all members of a body (in this case, the board) have equal rights, including the right to vote. Anything that takes away rights would need to be in your bylaws.

In that case, be prepared on how to handle a Point of Order and an Appeal of this decision. Better to be ready to deal with these and not need them than the opposite.

I read Guestcc's note as saying that the member will be submitting an amendment to the proposed bylaws amendment, rather than a separate original (possibly competing) bylaws amendment.

Be careful about this. To be ruled out of the order the amendment must be "One that merely makes the adoption of the amended question equivalent to a rejection of the original motion" (RONR 11th ed, p. 138, ll. 13-14). That's a more severe threshold than "directly in opposition to the intent of the proposal". An amendment is allowed to be hostile to the original motion. "... an amendment can be hostile to, or even defeat, the spirit of the original motion..." (RONR 11th ed, p. 136, ll. 17-19) If there is any doubt, err on the side of allowing the amendment.

I suggest that you and the chair both familiarize yourselves with what amendments would be allowed under the scope of notice of this bylaws proposal. You should anticipate amendments that would negate the effects of this bylaws proposal or that would exceed the scope of notice.

It sounds like you are describing a Consent Calendar (also known as a Consent Agenda).

Your secretary is not obligated to share the draft minutes with anyone before they are presented to the next meeting for approval, much less with people who are no longer on the Board (from the thread it appears that we are discussing minutes of the Board meetings which are, after approval, distributed to all members of the community). I fear that I'm repeating what J. Katz (and perhaps others) have already stated. I also share GWCtoD's concern about what's actually in the minutes.

A Point of Order would have been appropriate at the time the error occurred. It is too late to raise it now. After the motion to Reconsider was adopted, you should have gone back to debate on the motion to Amend. Once you are again debating the amendment, a motion for the previous question would be in order.

After step 4, the adoption of the motion to reconsider the amendment, the motion that is under active consideration by the assembly (known as the immediately pending question) was the amendment to change to 40. So when the previous question was ordered in step five, the vote that should have been held would have been the vote on the amendment. To be explicit, adopting the motion to reconsider does not by itself reverse the decision that was made. It reopens that question to the point where it stood immediately before the vote had been held.

It is clear that you do not like this proposed amendment. You are perfectly free to argue against it in debate. However, you cannot validly state that it is in violation of RONR because the bylaws supercede RONR, as has been posted earlier on this thread and as specifically stated in article 5.5 of your bylaws as quoted by yourself. It seems clear to me that the proposed amendment is an example of the situation where the specific (having a contract with the club) supersedes the general statements you have quoted above.

Well, since this is an election, it would be more proper to say that a majority vote is more than half of the votes cast. There was nothing in the OP to suggest they use approval voting.

I don't necessarily see one here, either. I said "If the policy conflicts...", which is something for the organization to determine.

As your President is apparently unaware that a majority is required to elect someone to an office, they may also be unaware that this point of order can be raised at any time because it is a continuing breach of the bylaws. I would, however, suggest that you raise it as soon as possible so as to resolve the issue. So the answer is: Yes, you can raise it at a meeting a month after the incomplete election.