Atul Kapur

No, but if the chair believes that there will be no objection they may assume the consent of the assembly unless someone objects; once there is an objection then the chair should put it to a vote, as was done here. Kudos, by the way, to the member who raised the point of order and the chair, who both followed the proper procedure..

Under RONR, you're either a member with all rights of a member or not a member and have no rights. If your bylaws have a different type of member then they should define the rights that apply.

Guest Rich Cain, you will probably need to ask more specific questions. Under RONR, only members of the body that is meeting have the right to be informed of, attend, and participate in the meeting of that body. For board meetings, that means just board members. The body may decide to invite or allow others to attend and could even, by adopting a rule or suspending the default rules, allow them to participate in the discussion. The body may also decide to move into executive session where not only is attendance limited to members, but those members are bound by confidentiality.

With the alternative of "the vote of a majority of the entire membership." Say, for example, that the total membership is 100. If the bylaws are completely silent and notice has been provided, then the amendment will be adopted if the amendment receives A 2/3 vote ( that is, 2/3 of those present and voting) OR 51 affirmative votes ( a majority of the entire membership) The 2/3 vote may require more or less than 51 affirmative votes, depending on how many vote. If 45 vote, then 30 votes are required to meet the first threshold (30Y:15N). If 90 vote, then 60 votes will be needed to meet the 2/3 threshold (60Y:30N), but only 51 to meet the second threshold. So, if there are 77 voters or more, then the second threshold is easier to achieve.

Are you certain the bylaws are absolutely silent on the vote threshold for their amendment?

Assuming that the board's approval is required, it can approve sending the motion to the general membership for a vote without taking a position on the motion. An example is a union with a draft ("tentative") negotiated agreement. If the union's rules require that the board authorize that the tentative agreement be sent out for a ratification vote, then the board can authorize such a vote without endorsing the tentative agreement. To be explicitly clear, the motion could read, "The board approves sending motion B to the membership for a vote but takes no position on motion B"

Mostly agreeing with @Joshua Katz, under RONR, the affirmative votes of a majority of the entire membership can adopt a bylaws amendment, no matter whether notice had or had not been given. "If the bylaws contain no provision for their amendment, they can be amended by a two-thirds vote if previous notice (in the sense defined in 10:44) has been given, or they can be amended by the vote of a majority of the entire membership." RONR (12th ed.) 56:50

The answers to these questions will not be found in RONR. Consult your bylaws and the laws that apply to your HOA. If you have questions about parts of your bylaws, feel free to ask and please provide the exact quotes. Questions of law should be taken to a lawyer who knows the specific laws that apply.

What powers and authority does the board have, according to your bylaws?

And yet you did 😉

Agreeing with J.J., I also note that this is the same requirement for rescinding any motion that is still in effect, other than a constitution, bylaws, or special rules of order. See RONR (12th ed.) 35:2(2) & (7) and 2:23

RONR does not require the secretary to be a member. Same for the chair. Questions regarding the state code should be referred to a lawyer.

More specifically, "...the exact wording the chair uses in putting the question is definitive, and the wording in the minutes must be the same." So the time to correct this is when the chair puts the motion to a vote and that must be done before anyone votes: "If the chair’s wording of the question is erroneous, a point of order may be made until any member has actually voted." [Emphasis added]

Both of those are incorrect. It requires a majority of those voting, not of "those present at the meeting." The difference is that if the vote was 2 Y, 1 N, and 3 Abstentions, it would still adopt the motion, even those 2 is not a majority of the 6 present. Similarly, even if all 8 were present, a vote of 4 Y and 2 N would adopt the motion.

"Open Forum " suggests that the request came from a non-member of the body that was meeting and would decide. If, after the request was made, no member was willing to make a motion to grant the request, the meeting moves on. There is no need to have a motion to respond to the request, unless the body's rules require that there be one (some municipal councils require that).

You may want to hire a professional parliamentarian to give you a written parliamentary opinion. This would go over the facts, review your bylaws and rules and RONR, and advise on the steps needed to progress from here. You could specifically ask whether the business conducted was valid. One of the benefits is that the opinion would come from someone outside of your organization and a professional parliamentarian is bound by a code of professional responsibility (assuming that they are a member of AIP, NAP, or both) so the opinion should not be "biased."

The threshold for a 2/3 vote is at least 2/3, not more than 2/3. So a vote of 84/42 meets the threshold and the motion is adopted. This sometimes gets confused because the definition of majority is more than half and people may believe that the 'more than' also applies to a supermajority vote.

Never mind.

RONR (12th ed.) 4:9-4:14, paying particular attention to 4:12 and 4:11. By "multiple authors" are you referring to a committee? Or is this a convention where motions are submitted in advance and multiple people/groups have submitted exactly the same motion? If there are multiple people who support the motion, is there a problem preventing one of them from seconding the motion? Or is this a question of efficiency and saving time?

If the organization is incorporated, then you may still have to turn to a lawyer for advice. As far as RONR is concerned, if your bylaws are truly silent on removal of officers, then you should look at what the bylaws say about the term of officers, particularly whether it includes language that says "and until their successors are elected" vs "or until their successors are elected." If the word is and, then officers may be removed "only for cause, through disciplinary proceedings that may involve a formal trial." If the word is or, then they may be removed "at the pleasure of the membership by a two-thirds vote, a majority vote when previous notice has been given, or a vote of a majority of the entire membership—any one of which will suffice." RONR (12th ed.) 56:29 If (1) RONR is the ultimate authority, and if (2) your bylaws use or, then the motion should come back to the next meeting under Unfinished Business. Whether it was seconded or not is no longer important, as discussion ("debate") on the motion occurred and it is, using your term, an open motion and is not dead. "After debate has begun ... the lack of a second has become immaterial and it is too late to make a point of order that the motion has not been seconded." RONR 4:13 The motion requires a 2/3 vote to be adopted (at least twice as many Yes votes as No votes) or that the number of affirmative votes is a majority of the entire membership. If the bylaws use and, then the motion was probably not in order in the first place.

The details depend on the specifics in your bylaws but, No, you did not conduct things properly. Whatever happened at the meeting is still valid. However, you are incorrect that the membership had the obligation to take the initiative and make nominations. If the bylaws call for elections at a certain meeting mean that the elections can be considered a Special Order and dealt under that item of business during the meeting. The chair would say something like, "The next item of business is elections. Are there any nominations for the position of president?" and work through all the positions. And you are also incorrect that the elections should be the last item of business. RONR tells us that they should be held early in the meeting. The officers of the meeting failed in their duty to conduct elections when they should have. A special meeting to conduct the elections is a possible solution, assuming your bylaws allow for them.

What do your bylaws say about how such decisions can be made. RONR is based on a physical meeting of a deliberative assembly, but the bylaws are superior and may set up any sort of decision-making system.

One question that I would advise the council to ask is, if two readings are required and there were no amendments along the way, then was the second reading valid if it was on a different version than the first one or does the council need to do a proper second reading on the ordinance with the same wording (ie with the conditions) for it to be valid?

Guest Yes referenced the LMRDA. If that act applies to your organization then you may have legal remedies under the act. You will need to seek legal counsel about that.

Almost certainly yes. This assumes that they were general members when they were elected to the executive board and that they have continued to pay the dues and satisfy any other requirements to continue as general members. And it assumes that there's nothing in your bylaws that says that a general member loses that status when they become an executive board member.