Atul Kapur

Equal to or more than 2/3. Normally, it depends on the number who vote, not the size of the board. If all 5 member vote, then you need 4 to vote in favour. 2/3 of 5 is 3 and 1/3. So 3 votes in favour would be less than that.

I don't see it that way. In preferential voting a member is only casting one vote in any particular round of voting. They are "locking in" what they would do under particular future circumstances for further rounds, but are this is different from casting more than one vote. I agree that preferential voting needs to be in the bylaws, but that's because it requires that a candidate who finishes last in any round is ineligible for election. RONR (12th ed.) 46:32n1 Are you suggesting here that giving the chair a second vote is a form of weighted voting?

What is the "original item"? Was it a motion, perhaps with amendments pending? In that case, the motion and any amendments pending at the time of referral come back and are dealt with ahead of the committee's recommendations.

Weldon, how would you balance 46:40, as you quoted above, with 46:30? Specifically, do you think that 46:30 means that it requires a suspension of the rules, or simply an incidental (or incidental main) motion?

As a theoretical question? The election to fill the vacancy required notice. RONR (12th ed.) 32:7 Doing it immediately upon accepting the recognition violated the rights of absentees (if any). So, on a point of order, the election could be declared null and void. Ibid 23:6(e) There is a question if there were no absentees at the meeting where the resignation was accepted. If there are no actual absentees to protect, does the point of order become subject to the timeliness requirement? I would say yes.

No. There is a requirement that the point of order has to be raised in a timely fashion. In this case, that's before anyone debates the motion to Reconsider. After that, it's too late to raise that point of order. Same as if the motion wasn't seconded before debate started.

Let's take as fact that the Zoom meeting is authorized. The Annual Meeting is a perfectly appropriate place to raise the question. Someone at the Annual Meeting, preferably before the results are announced, could raise a point of order that the election rules in the bylaws were breached and, therefore, the election should be declared null and void. The presiding officer would then rule. (If I were the presiding officer, I would rule the point not well taken, in agreement with Mr. Martin.) The ruling would be subject to an appeal. I'm not sure why you think that a special meeting would be preferable.

You have nothing to apologize for. You asked whether your understanding was correct. That's the purpose of this forum. Don't let anyone discourage you from asking questions.

I believe that the organization that conducts the test, the NAP, has information on this on their website.

". . . the board has only such power as is delegated to it by the bylaws or by vote of the society’s assembly referring individual matters to it." RONR (12th ed.) 49:5

If there is truly no opposition, then you can adopt these amendments to the bylaws all at once by unanimous consent. You could also adopt a motion to Suspend the Rules to accomplish the same thing. Ensure that members have the opportunity to request that any of the proposed amendments be voted on separately. I understand that this applies to adoption of bylaws for the first time and to revisions. But I don't see this used for one amendment to the bylaws, or even several amendments.

The association can also create a Minutes Approval Committee so that you dont have to wait for the next meeting to have the minutes approved.

Generally agreeing with Mr. J, I do have a question as to whether these were both amendments to the bylaws?

Look at the exact language regarding the terms of office of your officers. The incumbents may remain in office or you may have vacancies, depending on what your bylaws say.

Yes, it does affect the collection of dues, as you did not have authorization to do that. You should consider having a motion ready for this meeting to deal with what you are going to do going forward and another motion to deal with how you are going to handle what happened over the last year. Since you are an HOA, you probably want to get legal advice on the second motion.

The standard in RONR is: Do you have "clear and convincing proof" that there was not a quorum? "a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal" RONR (12th ed.) 40:12

This is problematic that they are discouraging people from attending, rather than finding ways to allow as many as possible to participate.

It depends on how the officers and directors are defined in your bylaws. A director who was appointed to fill the vacancy in the Secretary position does not necessarily lose their director position, unless your bylaws require that, and can serve in both roles until the election.

This is huge red flag. It is improper and the group should not accept any excuse that "the technology can't handle it"

When the motions are routine or of little importance and there appears to be no opposition (which I assume these "other tasks" are), the chair may assume a motion and, further, use unanimous consent. In that case a second is not required. see RONR (12th ed.) 4:58-59

Except that I read Mr. Honemann's proposed example rule as meaning that the appointment has no force or effect until it has been approved by the board. So what part of this rule would have its application outside of a meeting?

It doesn't sound like it was proper. But the rules are enforced by the presiding officer and the body itself. RONR (12th ed.) 47:58 says "Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise." Also, 32:7 says, "In the case of a resignation from office, unless the bylaws provide otherwise, the assembly cannot proceed to fill the vacancy immediately since notice is a requirement." So the the resignation should have been formally accepted. Ibid 32:5 Then, notice should have been given of the vacancy and it could have been filled at the next meeting. Nominations are debatable (Ibid 46:28).

Well, the question is whether this person has any other claim to being on the board of directors other than the fact that he's holding the position of vice commodore. That depends on what your bylaws say about your board and about your officers. For example, is this person on the board only because he was elected to the position of vice commodore or does the membership elect the board and then the board elect the officers? And, to repeat myself, the general rule is that the body that elects a position also fills the vacancies. So, unless your bylaws say that the president can appoint a replacement to fill a vacancy, the president does not have any such power. And, of course, the resignation has to be accepted first.

Under RONR, the vice-president (or vice-commodore) does not automatically become president at the end of the term. If you have this as an automatic process, then it probably is in your bylaws. Generally, what would happen is that the body that elects the officers would elect a new person. There are many other things you state (e.g., doesn't want to resign from board but wants to step down as vice-commodore) which do not appear to follow RONR, so we cannot help without you providing the exact wording of the relevant parts of your bylaws (and maybe even then).

Are there any other possible categories? It seems to me that anyone who is not listed under Attended is automatically Not Attended.