Atul Kapur

The minutes record what was done (the sausage), not all the details about the steps that it took (how the sausage was made), and particularly not what was said.

If the previous question applied to all pending questions is adopted then wouldn't that result in an immediate vote on (the now moot) Limit or Extend Limits of Debate, immediately followed by a vote on the main motion? With no further debate at all.

Guest KDO, is there a requirement that this vote be unanimous? I have seen that in some statutes regarding decisions made outside of a meeting.

Any qualified person can be nominated from the floor. This recognizes that the nominating committee does not have the power to veto any qualified candidate's nomination or election.

We'll see how the assembly, who wants to adjourn, decides on that appeal 😉

Agreeing with @Josh Martin and @J. J., it is a main motion and, therefore, dependent on whether there is an immediately pending motion on the floor. However, even in that situation, it could be raised as a Question of Privilege relating to the rights and privileges of the assembly.

I sometimes, to avoid this type of confusion between Amend and Amend Something Previously Adopted, refer to the bylaws amendment as "the proposal." It then becomes clear that the meeting can make and consider primary and secondary amendments to the proposal.

Table II, Motion 3 on pages t6-7 says a majority vote is required to "Adjourn ... in advance of a time already set" (this is a main motion rather than a privileged motion, but the vote required is the same as Motion 2 in that table). So I differ from Mr. Martin's answer and say a motion to adjourn immediately requires a majority vote in either circumstance.

Except in this situation where any exceptions to the majority vote rule need to be specified in the bylaws. I'm not saying that the rule in the OP's bylaws is a good idea, but I've seen in more than one organization, so the exceptions are important.

Check what the bylaws themselves say about their amendment. It's usually near the end of the document. You will also want to cross-reference regarding weighting of votes for this purpose (whether the developers also have 20 votes / lot for this purpose or only for elections of the board). And I agree that you will want to consult an attorney with expertise and experience with HOA's in your jurisdiction.

Agreeing with @Joshua Katz, this reinforces my understanding that "all" means all. We now know (but didn't when Mr. Elsman wrote this) that the bylaws set a higher threshold, so the comment doesn't apply to the OP's situation. However, as a general point it is important to note that parliamentary procedure does not protect a society, ordinary or otherwise, from making bad or dangerous decisions such as deciding that rules can be suspended by a majority vote.

No. 6 is not a majority of 54. Neither is 5.

What part of "all decisions" is ambiguous?

That's one reason why the meeting should Fix a time to which to adjourn.

We can't help you answer this question. As I understand I'm the situation, there is a sentence in the latest printed bylaws that were not in the draft precirculated when the bylaws were last revised/amended. The minutes, unfortunately, only reference the draft and did not reproduce exactly the wording that was adopted. The minutes do not state that the draft was amended prior to the final adoption. This leaves the question whether the amendment was actually made but not recorded in the minutes OR the amendment was never adopted yet this sentence found its way into the printed version in error. I suggest that you talk to people who were at that meeting and/or the secretary at the time (or office staff if there are employees) and find previous versions of the printed bylaws to see if you can find more precisely when this sentence first appeared. Best of luck.

Yes, I also believe it's fine, but was using it as an example that was similar to the one that Mr. Elsman believes is not proper.

The chair of the meeting should ensure that the members are clear on what is the topic under discussion and what, in particular, is the subject of any vote that is taken. If any member is unclear, they should raise a parliamentary inquiry to be certain before the vote is taken. You seem to be implying that you are not in favour of the revision being considered in seriatim or article-by-article or section-by-section. However, that is recommended to help avoid confusion; rather than jumping randomly from one area of the revision to another, it is usually less confusing to proceed in order through the revision. If this is a particular concern, consider hiring a professional parliamentarian to help ensure that proper process is followed.

What about a notice of a special meeting which includes 1) an election to fill the vacant office of vice-president, and 2) should a currently serving director be elected to the vice-presidency, an election to fill the resulting vacant director position? (There is a rule that 1 individual may not concurrently hold a director position and the office of vice president.)

You appear to have edited your post to respond to Mr. Elsman's question. I have a different question: Where did the chairman get the authority to insist on this step? I do not see anything in the provisions you've provided from your bylaws that would indicate that the revision cannot itself be amended by the convention prior to the revision being adopted. Sections 2 and 3 appear to refer to new amendments to the bylaws themselves, not to amendments once the proposed amendments/revision are on the floor. Your question regarding whether the reading of the revision can be omitted: it would require a suspension of this rule in your bylaws.

Why not? The section of your bylaws overrides anything in RONR that conflicts. So the question becomes one of interpreting your bylaws. If they say that the president breaks all ties, presumably this applies to elections. However, that is an interpretation based on your description. If you want a more specific response, please quote your bylaws exactly. And please remember that only the organization can definitively interpret its own bylaws. This forum can advise, but the final decision belongs to it.

It sounds like the minutes do not actually state the amendments as adopted but just refer to the draft that was circulated. (This is, of course, not a good idea.) If they explicitly say "the amendments to the bylaws that were in the draft" were adopted, that suggests that there were no further amendments at the meeting and, therefore, that the inclusion of this rogue sentence was an error. But I cannot say it's definitive.

If they are distributed ahead of the next meeting, they do not need to be read at the meeting. RONR (12th ed.) 41:9 says

Was the new sentence in the draft/annual meeting package, but just not highlighted, or was it not in the draft that was distributed in advance at all? What are your organization's rules regarding amending the bylaws? What are the requirements regarding notice of motion?

FWIW, I agree with Messrs. Katz and Martin and, therefore, disagree with Mr. Novosielski, for the reasons Mr. Martin including his citation of 56:7.

Proxy voting is one example of absentee voting. No, but let's be clear: the default is that absentee ballots are still not allowed unless they are explicitly authorized in the governing documents. So if a bylaws said proxy voting isn't allowed but is silent regarding absentee ballots, then absentee ballots are not allowed.