Quest

Thanks for all comments. My question was answered. The full name is not required. But it is good practice to assure the one who made the motion is clear.

I reviewed some of our county commission minutes and they use title and last name. 

On 12/13/2023 at 12:14 PM, George Mervosh said:

I think it needs to absolutely clear who made the motion.  I recommend using the full name if your group is not comfortable with the Mr/Mrs/Ms thing along with the last name.

Sounds like recommended, but is it required? 

Our secretary records a roll call of attendees, full names, at the start of the minutes. When motions are made he only references the first name which corresponds with the confirmed attendee. So Jane Doe is recorded present, and Jane made a motion is in the body. A member has stated our minutes are not in legal compliance because the full name is not stated in responses.  I am not asking about the legal pov, just what Robert's Rules requires.   Thank you

This may need a new thread. Just let me know.

Howu is noncontested consensus recorded in minutes? Or should it simply be presumed? 

Thank you. 

Our chair did not take a vote to enter executive session. He just stated we are now going into executive session. Did concensus + no challenge equal a vote?

Thank you! As one who wants to know the why, not just the rule....

WHY does Robert's Rules lean that finality? What is the logic and reasoning behind it?

4 minutes ago, Joshua Katz said:

Certainly not. When the chair incorrectly announces the result, a point of order should be raised. His simply saying so does not make it final, but failure to object does.

That was what I was looking for for future possibilities. One last thing...CAN such an error also be caught in the minutes later and challenged since we do roll call votes and document them in the minutes? Or are you saying the only time it can be corrected is in that meeting with a point of order? 

1 minute ago, Joshua Katz said:

It seems likely that this is a small board, in which the president would vote with the members (assuming he is a member, which he must be here if he's voting at all). In any event, though, the rule for larger boards is not that the president breaks ties. The rule is that the president may vote when it would change the outcome. That's not the case here either BUT remember that the president has the right to vote and is simply expected not to exercise it. If the does, in fact, exercise it, his vote counts like anyone else's. Not that it matters here, of course, where the outcome isn't impacted.

Unless it was a roll call vote, the minutes should reflect only that the motion carried, not the count.

 

Good information. We do Roll call votes on every issue. Still a little fuzzy on a technicality. Did the actual vote drive the fact the motion carried or the president declaring it to be so? Again 'What if' the vote a vote is affirmative and the president states the motion failed. If only what he states is documented the true vote count is lost. I guess I am asking can a president literally call a motion conclusion incorrectly yet his calling it makes it final?

Facts of what took place or facts of the conclusion of the matter? 

The vote was 1 nay, 2 abstains and 3 yeas. Are you suggesting that IS a tie? I am not clear what you are asking.

I am open to any observations.

I have a what if question. Here is the background that caused me to wonder. 

 In a recent board vote the tally was 1 Nay 2 Abstains and 3 Yeas. Someone said out loud that was a tie. Another stated president breaks a tie and he said I vote yes then. Now it was clearly established finally that abstains are non votes and that it was in fact not a tie and the president announced the count true count and that the motion carried.

The minutes reflect the actual count and the motion carried.

We will address this matter with our new board regarding breaking a tie because our bylaws are silent and clearly understanding what abstain means.

However! WHAT IF the president had ended up announcing the motion status wrong? Does what he SAY finalize the matter or what is documented by vote? When the gavel goes down and the matter announced as passing by a flawed interpretation of abstain?

Thank you all. This has been very helpful

Thank you...so the president's action could be viewed as a response to a point of order....and so could the VP? What a mess...

Posting for clarification here. So the president can ask about further business and then adjourn but can they adjourn because a meeting and it's members are out of order? We had a very contentious meeting recently and the President stated this meeting is adjourned and left the meeting. There was other business on the agenda. The VP stated he had no such authority and took over the meeting after the president stated it was adjourned and left. So this question has a part A and a part B...Part B is dependent on part A. If the president had the authority to end the meeting due to the circumstances the it is a given the VP did NOT have the authority to take the chair and continue...Our Bylaws state the role of the VP if to perform such duties as the President assigns.   Thank you

Thank you..at a brief reading at this point this member handing out a list of accusations to the board should not be allowed....Am I correct in that at least in theory?

A member is about to ask for removal of a member based on decisions and actions taken about 6 years ago while he served as president. The event is common knowledge and may or may not should have been challenged back then but the board supported the action. Now he serves as VP appointed by the president and board approved. Frankly this is bazaar. but I am uncertain how to respond. 

The member intends to bring a list of complaints all historical and debatable, to our next board meeting and hand out the accusations and request for removal. I suspect he expects to make a motion and attempt a 'trial' of sorts as a debate and get a vote....this is terribly wrong but I need clear guidance on how to respond.

A motion to adopt RR's was tabled and would be revisited in an event requires it to answer. Our Bylaws state a member can be removed with 2/3 RDS vote but is silent on investigating or trial. Sure need guidance on this.

On 4/19/2020 at 11:53 AM, Gary Novosielski said:

Although small board rules do permit some discussion of a topic before a motion is made, the bulk of debate, as well as possible amendments and other actions including the vote, occur after the motion is made. 

Officers, including the presiding officer, presuming they are members of the board (which would seem likely, as they are in attendance), are permitted to speak in debate and to vote, unless you have some very unusual bylaws.

Thank you....I believe the misconception came from certain directors seeing themselves as 'the board' and the officers as just presiding officers. I now understand that distinction does not exist in our documents. Sadly two members who hold this point of view are attempting to control the meetings by holding private meetings as if we are the enemy. The more I understand the better able we are to hopefully correct that.

On 4/14/2020 at 7:24 PM, Joshua Katz said:

I agree with the above responses, particularly Mr. Honemann's. I'd just add that the OP was phrased in terms of legal requirements, and we don't comment on those here. I'd also add that the reference to notarization is also misplaced. Notarization ensures that the correct person signed the document, not that the contents are correct. (Sometimes, notaries also administer oaths, but even then, the notary is only verifying that the person took the oath.)

Good points...thank you

Thank you all...I really appreciate all guidance.

Just now, Josh Martin said:

Based on all of the facts presented, it appears that the officers of the board are also members of the board. As a result, they are all free to speak in debate at any time that other members can speak in debate. Since this is a small board, even the President is free to speak in debate. If it were a larger assembly, the President would be expected to refrain from speaking in debate, but the other officers could speak in debate.

Thank you for your time

23 minutes ago, Atul Kapur said:

There is a fair bit of confusion here. Find the exact language in your bylaws that defines the membership of your board. Are the officers (President, Vice-President, and Sec/Treas) listed as being members of the board? Yes, I know you state this just above, but earlier posts make this confusing.

One possible source of confusion may be If the bylaws state that these three officers are members of the board "ex officio". This is often mistaken to mean "non-voting" but they actually have the same rights as any other member of the board.

If they are members of the board, then they have all the rights of members, including the right to debate and the right to vote. As you are using the small board rules, then even the president has the right to participate in debate and vote.

1.          A Board of Directors consisting of nine (9) directors, the President, Vice-President and Secretary/Treasurer shall be elected as set forth in paragraph 2 Article I. Terms of office for President and Vice-President shall be two (2) years. The term of office of the Secretary/Treasurer shall be one (1) year. Terms of office for the Directors shall be as set prior to the election according to vacancies on the board, terms shall be three (3) years, two (2) years or one (1) year and terms shall be stated on election ballots. In the event a vacancy occurs on the board prior to the annual meeting, the President shall appoint a member to fill the vacancy in concurrence with the majority of the remaining board members within forty-five (45) days.

1.           No two (2) members of one family may be employed as paid personnel by the association during any administration. No two (2) members of one family may serve as Officers or Directors. A family is considered spouses, parents and their children.

2.          The business and affairs of the corporation and all corporate authority and powers shall be exercised by or under authority of the Board of Directors, subject to limitations imposed by law, the Articles of Incorporation or these by-laws.

3.          The President shall preside at all meetings of the members and of the Directors and shall have general charge of, and control over, the affairs of the association, subject to the Board of Directors. The president shall enforce all deed restrictions.

4.          The Vice-President shall perform such duties as may be assigned to him/her by the President. In case of death, disability, absence or removal of the President, the Vice-President shall serve as President Pro-Tem until the next annual Election. The President Pro-Tem shall appoint a Vice President with the approval of the Board of Directors.  

1 hour ago, Joshua Katz said:

No, we can't. There's no rule in RONR (that I know of) saying "officers may debate." In the usual order of things, officers are members, so unless a rule says they can't, they can. If this is a board, all its members are "officers" of the organization, since RONR defines officers to include directors. But in any case, the term "officer" is not relevant, becaue they aren't "just members," they're not obviously members of the board at all. 

So correctly speaking all 12 are members of the board with three members tasked with a job of chair, secretary/treasurer and Vice president.

Our President, S/T and VP and 9 Directors are elected by the general HOA assembly annually.

1 hour ago, Joshua Katz said:

If you have non-voting officers, the answer to your question is unclear. In general, a member is a person with all rights of membership - the right to debate and the right to vote. So it sounds like these officers are not members. Absent rules to the contrary, then, it's not clear to me that they can debate. (Or that they have the right to be present if the members do not want to allow it, for that matter.) But the board can vote to allow them to debate. 

In any case, what exactly do your bylaws say about all this?

I just re-read our bylaws twice and apparently there is no 'no vote by officers' clause. Apparently that is assumed.

Our bylaws say nothing about who can or cannot debate a matter either. 

Just now, Quest said:

So it is only the Chair who should refrain? The Secretary or the V-P can debate a matter even though they do not vote?

 

So someone may raise a matter but not have formulated a motion...more of a suggested action hoping for consensus and a motion? So I was wondering if in such a discussion participation is ok but maybe after a motion and second the officers should abstain?

Can you direct me to the section that allows officers to debate? I found the one about the Chair but not other officers...I am wondering if the term officer is relevant and that the Secretary and VP are just members...up to the point of the vote? Our bylaws do not allow officers to vote.

6 minutes ago, Hieu H. Huynh said:

Generally a member has the right to speak in debate.

So it is only the Chair who should refrain? The Secretary or the V-P can debate a matter even though they do not vote?

2 minutes ago, Bruce Lages said:

If you are referring specifically to a board, the relaxed rules for small boards (not more than about a dozen members present) allow for all members, including the chair, to participate freely in debate. Normally, debate occurs only after a motion has been made, seconded and stated by the chair. But the small board rules also allow for some discussion to take place without a motion on the floor. I'm not sure what you mean by "before a consensus... are made." Can you clarify?

So someone may raise a matter but not have formulated a motion...more of a suggested action hoping for consensus and a motion? So I was wondering if in such a discussion participation is ok but maybe after a motion and second the officers should abstain?