anon

This may be a bit off in left field but I have noticed over time my HOA Board has used the term "standing director" in the context of a Board director who has not been elected to an office. Recently, I was told that the term implies a director who serves indefinitely. I can find nothing in Robert's Rules of Order on this. Is there such a term and if so what does it mean? many thx, anon

Board of Directors positions were filled by secret ballot at an in-person 2020 annual owner's meeting (before COVID restrictions) per the Bylaws. The Bylaws require (1) staggered two-year terms for two of five Board of Director positions, (2) owner election of successors to fill expired terms, and (3) owner election to fill the unexpired term balance remaining, if any, for vacancies whether filled or not by the Board. The Bylaws invoke RONR latest edition parliamentary authority in the event of a dispute. There were three expired two-year terms and two vacancies with a balance of one unexpired year remaining due to an incomplete election in 2019. There was never any attempt to conduct another owners meeting to complete the 2019 elections and there were no incumbents, thereby creating vacancies per RONR (12th ed.) 46:45. Paper ballots were issued at the 2020 owners meeting to elect five Directors one-at-a-time, with the Chair announcing results from the Teller's Report on completion of each election before distributing ballots for the next Director position to be filled. A Point of Order was raised immediately upon distribution of the first blank ballot sheet, because differing term lengths were not assigned on the ballots. The Chair decided against identification of the length of term, reasoning that the new Board would decide the term for each elected Director. An appeal was sustained in the Chair's favor despite the absence of Board authority in the Bylaws for Board determination of Director terms. As of December 10, 2020, the Board (1) has NOT made a motion to assign the Director's terms and (2) filled two vacancies created by resignation of two Directors. My reading of RONR 46:34 indicates the longer terms are to be allocated among those receiving a majority vote in the order in which they obtain greater numbers of votes. There were no ties and two of the top three vote-getters resigned. If you would be so kind as to confirm the following conclusions for conduct of the 2021 annual meeting election of Directors: - One of three elected Directors remains with an unexpired balance of one year to serve (as it happens, this is the Board's elected President) - Two Directors positions with an unexpired balance of one-year remaining are vacant and successors will be elected by the owners - Two Directors positions with expired two-year terms will be filled by owner election

My apologies. I did not realize faxed copies of proxies are not allowed. There is nothing explicit in our Bylaws that would allow this. It just says they must be signed and filed with the board. There is no prohibition on the method for filing proxies... Can either of you cite the RONR prohibition?

I spent some time searching this forum for your reference but could not find it. Probably due to my lack of experience using the search function here. However, I did find where this is addressed in National Association of Parliamentarians Newsletter Volume 78, No. 1, Fall 2016. Don't ask me how I lucked out on that one! So here it is paraphrased below from the Questions and Answers section with George Mervosh named as one of the contributors: "In general, the proper way to complete an election is found in Robert’s Rules of Order Newly Revised (RONR) (11th ed.), p. 444, lines 9-15. That method is to establish an adjourned meeting to complete the election or to postpone it until the next regular meeting if that regular meeting is within the quarterly time interval. It would be improper for the Board to use the bylaws vacancy clause to complete the election. In such a case, it would create an ongoing breach, as it would deprive anyone who might be absent at this meeting from voting in the election at the next meeting (p. 251, e). ... [However,] if there is no adjourned meeting within the quarterly time interval, the majority can no longer complete the election. The ability to elect has passed beyond the control of the majority. This would be a true vacancy, as there is no way for the assembly to fill the position without violation of the quarterly time interval rule (RONR, p. 90, lines 9-14). A vacancy would occur and would be filled as the bylaws provide for filling vacancies."

Thank you for your concise opinion. You have taught me a lesson about some undesirable consequences of an incomplete election. I can see the value in conducting periodic audits of a society's elections. In this case, I found the Board had more Directors than there were vacancies to fill in a 41 calendar day period. This could have serious consequences since the unauthorized Director was appointed as President, conducted business on behalf of the Board, and presided over an Association budget meeting. I presume actions authorized by this President could be invalidated, making them null and void and thus possibly subject to challenge. At least there were no Board quorums that would have been concluded differently since it appears all Board votes were unanimous. Should the Association be considered derelict in their duty to complete elections if they do not make any effort to repeat elections until all Board positions are filled? How much effort should be evidenced in order to establish due diligence?

Please correct me if the logic below does not align with your advise to me. One incumbent remains from a January 8, 2018 two-year term. Two incumbents from this same election resigned or are no longer members of the Association, leaving the remainder of their two-year terms vacant. The Board filled these two positions. The terms for all three of these positions expired on February 1, 2020. The next annual meeting is February 19, 2020 and one elected successor can take office March 1, 2020. The other two elected successors can take office immediately. The terms for all three of thee positions will expire on March 1, 2022. Two remaining two-year term positions have one year remaining, since they were not filled by election at the annual meeting of January 9, 2019, and will expire on February 1, 2021. Further, the Board had no authority to fill these positions as they cannot be deemed vacancies due to an incomplete election. If the Association is able to fill these positions by election at their February 19, 2020 meeting, these two new directors would take office on March 1, 2020. And this is all made possible because the Bylaws say: (1) "Each person so elected [by the Board to fill a vacancy] shall be a director until a successor is elected at the next annual meeting of the Association to serve the balance of the unexpired term, if any." (2) "The normal term of office for the Directors will be for two (2) years and until their successors are elected and take office." (3) "There term of office for Directors will begin the first day of the calendar month following the date of adjournment of the annual meeting at which Board members are elected."

This sounds like the most straight forward approach. No other business should be pending if we don't have a quorum. Do you advise that I motion to recess so that members can attempt to get others to come to the meeting or fax a proxy to obtain a quorum? And then if no quorum is forthcoming, motion to adjourn to meet again on a future date?

I'm struggling to find a way to resolve a Bylaws created gap in condominium Board member service between the date of the annual Association meeting election and "the first day of the calendar month following the date of adjournment of the annual meeting at which Board members are elected." The Bylaws say, "The owners shall elect members to the Board or fill vacancies therein." Further, "The normal term of office for the Directors will be for two (2) years and until their successors are elected and take office." There are five staggered two-year Board terms elected by ballot; three two-year positions expire when two two-year positions remain with one-year each unexpired. The Board is allowed to fill vacancies, by majority vote and "Each person so selected shall be a Director until a successor is elected at the next annual meeting of the Association to serve the balance of the unexpired term, if any." The Association routinely has incomplete elections at their annual meetings and the Board routinely fails to fill vacancies, or they don't stay filled for very long. The Board typically runs with three of the five positions filled most of the time and they are allowed to elect officers from among themselves. All five positions will be open for election at the annual meeting. There is currently one Board member (Treasurer) elected by the Association with an expiring two-year term and one Board member (Secretary) elected by the Board to fill a vacancy with an unexpired balance of one year remaining. The Board President pro tempore was elected by the Board to fill a vacancy and will not be an Association member the day after the annual meeting due to the sale of their unit. That will leave the Board without a president and without a quorum since the Secretary is a snow bird and is not currently present to conduct business (video, phone, and web conferencing not allowed by Bylaws). Am I wrong to assume that the Association can vote to fill the Board "vacancies" for immediate service and then elect "successors" for all five positions who will begin serving on the first day of the month following the month of their election? This would allow the Association to avoid having a Board without a President and without a quorum to elect one for as much as five weeks from the time of annual meeting adjournment until the time the new Board is allowed to take office. This time lag is worst case assuming lack of a quorum and rescheduling of the annual meeting to gain the quorum needed to hold elections.

Just to make sure I'm understanding this correctly, the motion to Fix the Time to Which to Adjourn would allow the assembly to debate or amend the main motion and to make secondary motions to recess or otherwise attempt to obtain a quorum before adjourning by separate motion to adjourn. While the motion "That the meeting do now adjourn to meet at 8 P.M. on April 10." would only be debatable and amendable, but not allow for any further business (albeit limited due to lack of a quorum). Is that right?

Assuming the chair does not ask if there is any further business before seeking to announce adjournment, should I wait for the chair to motion for adjournment and then propose an amendment to fix the time and place to which to adjourn to?

Our bylaws state, " If a meeting cannot be held because of a lack of quorum, it may be adjourned to another date..." The rest of the provision reduces the quorum required, specifies terms for the earliest date to which the meeting is adjourned, and expectations for a reasonable effort to provide advance notice. What is the proper motion for adjournment in this case? Fix the time to which to adjourn? RONR (11th ed.), p.243, ll 1-5

Is it permissible to drop the word such as "Whereas" when writing a resolution? I keep finding example resolutions written in this formal style and it feels outdated and wordy. Any good reason for using "Whereas?"

I had this happen to me when I tried to make my very first post to this forum (December 2019). When I pressed the Submit Reply button I was kicked out to the Browse tab and no longer logged in. Since I can't be certain of the entire sequence of key strokes I'll chalk it up to being a new forum participant. I am using a Windows 10 desktop.

Is there an RONR citation to support this or do you rescind your position and agree with Mr. Martin? Do other parliamentarian's on this forum agree that anyone can submit missing meeting minutes for assembly consideration? I cannot find an RONR citation to directly support the action. Would it be out of order?

Points well taken. Except for the paddling, which I appeal on the grounds of cruelty.