Quest

A board member is stating that none of the officers should be allowed to speak during a small debate. We currently use RR's for small boards means the discussions are more relaxed. But I do not know if either allow it.

First...after a motion has been made?

Second...during discussion before a consensus and motion are made?

Thank you

50 minutes ago, Daniel H. Honemann said:

Just tell her it's one of the dumbest things we've ever heard of, and be done with it.

LOL.....thanks I needed that

1 hour ago, Atul Kapur said:

I agree that it sounds like you would just be inviting trouble. If she doesn't trust the chair (or the tellers) then she should make her point at the time.

See page 408-409 on time limits on efforts to challenge a vote. If she proposes this as a bylaw amendment, show that to here and ask her to explain why she can't make her challenge at the time the vote occurs.

 

Thank you...That makes perfect sense...

Good morning, 

First, let me just say I am grateful for this site. Your experience has been immensely helpful.

We are in the process of creating new Bylaws. A board director wants to add a clause about legally documenting the vote specifically our annual or special meeting votes for officers, bylaw or Article changes.

In the past we had 'tellers' who count and verify the count...whether by ballot or hand raised count. Now as I understand from reading once the Chair states the motion carried or the ______ was adopted that the vote is now legally binding. I have no problem with requiring, say a notary, to sign the official count for record but to me that does not make it more legal.

The objective of the member is to empower members months or even years later to challenge a decision made. (She does not trust the president that was chair at that time and disagrees with the vote/decision made. She believes members should be able to state that decision is null and void if such affirming documents such as the notary are not present. MY contention is that a board could actually neglect to properly take such action and disenfranchise the vote.

Am I wrong that the VOTE stated at that meeting is legal and final and such additional burden creates an undo burden that could compromise the vote?

On 4/12/2020 at 5:13 PM, Josh Martin said:

Well, if your bylaws do not have their own rules regarding the disciplinary process (which seems... unclear), then based on these facts, removal of a director would require formal disciplinary procedures by the same body that elected the position in the first place. Certainly, those directors which are elected by the membership may be removed only by the membership. I am inclined to agree that the directors which are elected by the board could be removed by the board.

A trial is not the first step in the disciplinary procedure, however, it is the last step. So the board member should not call for a trial. Rather, he should call for an investigative committee. See RONR, 11th ed., pgs. 654-668 for more information on disciplinary procedures.

Thank you....I agree.

46 minutes ago, Josh Martin said:

 

It's starting to sound like the statement that your bylaws are silent on discipline is not exactly accurate.

So what exactly do your bylaws say about disciplinary procedures? Failing that, what do your bylaws say regarding the term of office for directors? Please quote exactly.

I certainly agree that the President has no authority to discipline a director. I have no idea whether the rest of this is correct, since I have not yet received answers to my questions.

A Board of Directors, consisting of Nine (9) directors, the president, Vice-President and Secretary/Treasurer shall be elected as set out in paragraph 2 of Articles 1. Terms of the office of the President and Vice President shall be two (2) years. The terms of the office of Secretary/Treasurer shall be one (1) year. Terms of office of directors shall be as set prior to the election according to the vacancies on the board, terms shall be three (3) years, two (2) years and 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.

No two members of one family may be serve as Officers or Directors.

Correct...we have  stated reasons to remove a director...failure to remain current on assessments and 3 unexcused absences. 

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

* 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.

* * Any Board member absent from three (3) consecutive meetings shall be relieved of his/her office unless excused at each meeting from which he/she is absent. Excused absence determined as sick, working, death in immediate family, vacation or out of town.

** The definition of a member of the P.O.A. Inc. is a property owner who has all membership dues paid up-to-date.

OK....since our bylaws have no adopted cote of ethics there is room for interpretation. A board member's actions OUTSIDE a meeting  can be evaluated from  some standard code of ethics...the ones I found say nothing about personal matters such as DUI and seem to be clear that behavior deemed harmful to the community such as undermining the efforts of the board to follow governing documents, openly criticizing other board members, or having a personal agenda, violating privacy by disclosing executive session matters or the purpose and work of the board should be considered...(my interpretation).  

Secondly, the officers have no right to assign discipline. Any disciplinary action can only be taken if the board decides to hole a trial and that should be in the presence of those who elected the board member. Ours are elected by members at large, not officers.

**So I think the president should respond to the accuser that he, the president,  has no authority to discipline a director based on our own governing documents and that this board member should request a TRIAL.* Here is a question. Our directors are elected by members at large UNLESS we have a vacancy in the year, at which time the President with agreement of the board can appoint a replacement. This member was appointed and approved by roll call vote of the board. So the trial CAN, as I read it, take place within the board itself

He can also make a motion that the board form a committee to establish a code of ethics with established stated accompanying disciplines. ** 

Our bylaws state a director is removed after 3 unexcused absences. It is silent on disciplinary action for any other reason. A Board member recommended discipline of another board member who recently got a DUI. What do Roberts Rules say about discipline where by laws are silent?

This site is immensely valuable! Thank you so much!

Thank you all for responding. Revisiting...Josh, just to be clear...we are talking about 2 different things....required to read out loud at a meeting AND required to read and corrected before approval.

So I gather if the minutes have been distributed AND adequate time allowed for reading them has been allocated a member must REQUEST an out loud reading. I understand reading is required.....but gather reading out loud at each board meeting is NOT required...it is only accommodated upon request...is that correct?

I am a new secretary. Our HOA board has had a practice of distributing minutes as members enter meeting....allowing members time to read and offer corrections, then approve them. This has been done the past 5 years. Last night a new board member stated the minutes had to be read out loud according to RR's unless otherwise stated in bylaws. 

I have read the rules now and see options, like voting to waive it,  on this but my question is this...

WHY? In order to address this from a perspective other than' It's RR's'. What is the purpose, significance to reading them out loud? 

Thank you,

10 minutes ago, jstackpo said:

You bet!  And feel free to use all the salty language at your command if someone tries to tell you that you cannot debate or vote!

Thank you

18 minutes ago, Atul Kapur said:

IF the officer is a member of the organization, then the officer has all the rights of a member at membership meetings. This applies to the named officers as well as the directors. (officers do not have to be members. Some associations, for example, appoint an employee such as the manager or executive director to be the Secretary)
So I don't think you give up any rights by being Secretary.

Similarly, if the officers are members of the Board, then they have the same rights as any other members of the Board. Check your bylaws to see exactly who is a member of the Board. This should help answer your quorum question.

The only officer who gives up some rights is the Presiding Officer, who usually does not move motions and only votes if their vote would affect the results.

 

Thank you

2 hours ago, George Mervosh said:

  directorsIf I understand your question correctly I think this rule answers it for you:

"VOTING ON QUESTIONS AFFECTING ONESELF. The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which members generally are eligible, or should not vote when other members are included with him in a motion. If a member never voted on a question affecting himself, it would be impossible for a society to vote to hold a banquet, or for the majority to prevent a small minority from preferring charges against them and suspending or expelling them (61, 63). "  RONR (11th ed.), pp. 407-408

I'm adding another quote from the book just in case:

"An office carries with it only the rights necessary for executing the duties of the office, and it does not deprive a member of the society of his rights as a member."  RONR (11th ed.), p. 448

Roberts rules for dummies  So...let's say our board is addressing a motion to change the pool to a salt pool. As secretary I can address that issue the same as all other board member in turn. And all debate has ended and the question presented by the chair...I can vote? 

Just to be clear, not addressing a vote affecting one's self...and what I was reading that confused me is a difference in the Board meeting and a full Member meeting addressing things like elections and bylaws...I know I could vote there but in our monthly general business meeting there seems to be a consensus of officers cannot vote...only the 9 directors

Odd...our board has held the consensus without any specified RULE that that office cannot.

So HOW does this affect the concept of a quorum? Our bylaws designate  directors and 3 officers. I was under the understanding that our Quorum is 5...the majority of 9. Is it instead a majority of 12?

Or does the quorum remain 5 and the officers don't count? I know this is an extension of my first question. IF I need to ask for clarification in a seperate thread just let me know.

I have read several things that have left me unclear. We are an HOA board of 9 directors, a President, VP and Sec./Treasurer. ALL are elected positions by the membership annually. I am pondering running for the upcoming vacancy of Secretary/Treasurer. Will I be sacrificing my right to debate and vote? I understand in our annual member meeting officers can vote in ballot. But I read two different things regarding voting rights of OFFICERS. 

Thank you

The president canceled the meeting finally acknowledging that without us there is no quorum. so I am mailing the letter and I was very careful Mr. Martin to avoid the wording you pointed out are inaccurate and implemented the statement that it is the President's responsibility to verify the information I presented and to inform the board so we can just move forward. I am sending the letter certified.

1 hour ago, Josh Martin said:

I agree with all of this except this part about “the decision is his.” I don’t know where you get this idea. As previously noted, the board has seven members at this time, and it will be the board’s decision on whether to accept the resignations of the three other board members who have submitted resignations which have not yet been accepted (unless some of them also withdraw their resignations).

Since your resignation has already been withdrawn, there is nothing left to make a decision on in your case. As previously noted, before the question has been stated to the assembly on accepting the resignation, the member may withdraw his resignation unilaterally, and you did this.

What I mean is the decision is his to accept these facts and take charge or block it. 

On 3/8/2019 at 8:39 AM, Josh Martin said:

Even if the member asking to remain on the board is not considered to be withdrawing the resignation (which I think is overly technical), it may still be possible to withdraw the resignation with the board’s consent. Although the chair did put the question on whether the member would remain, the summary of what follows is somewhat murky, so it is not clear what final action (if any) the board took on this matter.

Josh, based on my letter after rereading it. I did not ASK...I am attaching it here.

Based on this I am still a little fuzzy on going forward due to expecting resistance from 2 of the remaining 3...I am still fuzzy on my next step when attending the meeting Monday. One point not added to the mix because I did not see it's relevance...the President has since OFFICIALLY resigned and the VP is the presiding president. Should I write him a letter stating the fact that I did withdraw my request to be relieved of duty before the next assembly therefore I a still a member citing RONR and Fact 18 along with a statement that the 3 remaining members are no longer a quorum so the decision is his? He is not familiar with Roberts Rules but has agreed we should apply them going forward.

3 hours ago, Joshua Katz said:

It seems to me it would be proper to amend the minutes to remove the likely statement that a quorum was present, if the member is arguing that a quorum was not present.

Since that was presumed and not questioned by them it would likely not be in the minutes...just the action taken.

You have been so helpful

2 hours ago, Josh Martin said:

The proper course of action is, at a meeting with a quorum present, to raise a Point of Order (followed by an Appeal, if necessary) that a quorum was not present when the motion for the committee was adopted, and that the motion is therefore null and void.

I don’t think it is necessary to wait for the attorney, since three members is not a majority even of the current board members, and therefore there was not a quorum in any event.

I would note that a Point of Order regarding quorum is generally not permitted to affect prior action, and that clear and convincing proof is required. In this case, however, there does not appear to be any dispute regarding how many members were present - the issue is instead regarding whether certain persons are (and were) still members of the board.

Since it is likely this event was recorded in the minutes should that be when the POO is raised? When the minutes are presented for approval?

1 hour ago, Josh Martin said:

The proper course of action is, at a meeting with a quorum present, to raise a Point of Order (followed by an Appeal, if necessary) that a quorum was not present when the motion for the committee was adopted, and that the motion is therefore null and void.

I don’t think it is necessary to wait for the attorney, since three members is not a majority even of the current board members, and therefore there was not a quorum in any event.

I would note that a Point of Order regarding quorum is generally not permitted to affect prior action, and that clear and convincing proof is required. In this case, however, there does not appear to be any dispute regarding how many members were present - the issue is instead regarding whether certain persons are (and were) still members of the board.

Explain appeal

Ok...short synopsis of what I face...this is an extension of my previous question regarding resignation/quorum concerns.

This blow up took place in January meeting because after consulting with an attorney a course of action was deemed not legally sustained by our current bylaws and even though the direction was supported by the POA members unanimous vote in 2015 the correct paper work was not presented and filed by our former attorney. Some members, who clearly wanted to exploit our weak moment argued that rather than allow the attorney to draw up corrected documents to remedy that, we should completely revise our bylaws...the blow up prevented an consensus or quorum vote.

In the nest meeting that I did not attend a vote of a quorum is stated in the minutes as, "The second order of business discussed moving forward with ____________law frim on getting bylaws legal. ____recommendation was that we move ahead with this plan of action. The motion was made by ____ and seconded. The board voted with 100% carry of motion".

The minutes do not contain any of the recommendations that preceded this. I was TOLD it was recommended each member bring in 2 suggestions for change to be discussed and sent to the attorney.

Here is hiccup #2 At the NEXT meeting that was diminished to 3 that view themselves as a legal quorum (questionable based on state law) a COMMITTEE of 2 was formed to revise the bylaws.

I am uncertain how to proceed. My OBJECTIVE is to challenge the formation of this committee with a motion to challenge the legality of the 3 party quorum claim. . The objective is to get them to rescind their previous decision voluntarily or force the issue back to the attorney. 

Should I enter a POINT of Order regarding their previous actions based on my belief they are in error ...they will intend to blast forward so my actions must be consistent with RR's of order. 

Or should I make the motion to suspend any action until an attorney rules and then within the DEBATE present the option of rescinding since we will have returned to what is without question a legal quorum of 5.

My terms may not be accurate here as I am just learning the language. 

1 hour ago, Josh Martin said:

Even if the member asking to remain on the board is not considered to be withdrawing the resignation (which I think is overly technical), it may still be possible to withdraw the resignation with the board’s consent. Although the chair did put the question on whether the member would remain, the summary of what follows is somewhat murky, so it is not clear what final action (if any) the board took on this matter.

15 hours ago, Nathan Zook said:

My question to your attorney would be, "Is RONR considered one of the governing documents of the nonprofit corporation?"  I expect the answer to be "yes".  In that case, the default quorum is a majority of actual members--until you hit the statutory floor of 1/3 of the total number of directors.

Note also if the bylaws state "up to X" directors, that would seem to be very different for this purpose than "X" directors.

 

I would also be REALLY curious to know if abstaining is considered "refusal to vote".

Good point...I will see what I can find through my own research and it this matter persists after Monday's meeting with the 3 blocking withdrawals I will consult with an attorney. However the first statement seems clear to me..."A majority of the number of directors fixed by the Bylaws' Our bylaws fix that number at 9 IMHO