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?

On 2/8/2020 at 11:25 AM, Richard Brown said:

I believe there are old threads in this forum which conclude that after a period of time incomplete elections may indeed turn into vacancies.  Perhaps  someone will do a search of the forum.  I'm not able to do it right now.

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) (11^th 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."

14 hours ago, Atul Kapur said:

I would say that the terms for the three positions elected in 2018 end on March 1, 2020 when the successors take office. This applies to the one elected in Jan 2018 and the ones who are filling the vacancies.

As for the two positions that weren't filled last year: the two people who are elected this year take office immediately upon their election. Their terms end when their successors take office in 2021.

Generally, your bylaws don't create gaps. Incumbents stay in office until the end of the two years AND their successors take office. If that doesnt happen until the  25th month of the term (or 26th, 27th, etc), then the term continues until it does.

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."

On 2/6/2020 at 7:51 AM, Atul Kapur said:

If no other motion is pending, then either of the two motions (a-Fix Time to Which to Adjourn or  b-Adjourn to meet again on a future date) are main motions (incidental main motions, to be precise). While they have the same names as the privileged motions, they are treated just like any other main motion (because they are moved when no other business is pending).

Because they are main motions, both of them are debatable and amendable. In both cases, a motion to recess or otherwise attempt to obtain a quorum would be allowed.

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.

18 hours ago, Atul Kapur said:

I wouldn't wait for the chair to announce adjournment and the chair shouldn't be making the motion themself.

If the motion to adjourn is moved and seconded, then you cannot amend it (the motion "That we adjourn" with no modifiers or qualifiers is not amendable or debatable). In that case, you need to follow Mr. Mervosh's advice and make a motion to Fix the Time to Which to Adjourn.

My advice was assuming that you had no quorum and people were contemplating "What should we do now?" with no motion pending. The benefit of doing it before the motion to adjourn is made is that the motion is debatable and amendable so the group can decide on the best time for the future meeting.

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?

12 hours ago, Atul Kapur said:

You could also just do it all in one motion, "That the meeting do now adjourn to meet at 8 P.M. on April 10." This is also a main motion. (RONR 11th ed., p. 241, lines 22-23).

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.

On 1/22/2020 at 9:41 AM, Richard Brown said:

... anyone may submit proposed minutes for approval.

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.

Wow. This is really deep. I can see what I'm up against trying to learn from a book in this case. Thanks!

RONR (11th ed.). p. 500, XVI. 5 says, "In small committees, the chairman usually acts as secretary, but in large ones and many standing committees, a secretary may be chosen to keep a brief memorandum in the nature of minutes for the use of the committee."

Is there a more explicit citation that allows committees to forego taking meeting minutes? Or is the silence on this requirement to be interpreted as no requirement for it?

17 hours ago, Joshua Katz said:

To be clear, nothing in anon's answer above is in RONR, and nothing is within the scope of this forum. I'm not saying it is or isn't accurate, just that none of it concerns parliamentary procedure.

Agreed. I guess I should have pointed that out myself. Some of the reach-outs for information on this forum beg for a broader perspective in order to apply a reasoned approach to RONR implementation when using real-world examples. Others more learned in parliamentary requirements have pointed to additional questions that should be asked when considering how to apply RONR - especially if that means looking beyond parliamentary guidance. I do appreciate the intention of this forum to stick to its scope though. Thanks for the reminder. I'll work on that.

If the question relates to a condominium or homeowner's association you may want to dig a little deeper into your governing documents to determine what the actual requirements are. There may be more than one type of bank account required for different funds and each of these can have differing signature requirements. It is common for a managing agent (who is not an association member) to have access to operating funds, in which case no members of the association will be given access. While two members of the Board must sign checks for reserve funds kept in a separate account the managing agent does not have access to. Violations of your governing documents would be a legal matter and banking institutions are keen to this so you could also speak to a bank representative for more information. Banks will normally require a written document from the association to provide account signature authorization before opening the account.

On 1/20/2020 at 1:12 PM, Richard Brown said:

If by that statement you mean that the written summary provided by the speaker can be included as an attachment to the minutes rather than with the body of the minutes, I agree  perhaps. But, if you mean to say that there is no need to include the full text of the written summary, I disagree strongly.  The statute is quite clear that the full text of the written summary, if no more than 150 words, must be included in the minutes: I don't think there is any other way to interpret that provision.  I also do not believe placing the comments in some document or in some place other than the minutes complies with the statute.  In other words, having a separate "record book" of some kind of public comments would not satisfy the requirement that the written summary "be included in the minutes".

What do you mean by that comment?  I do not understand it.   If you mean that you think it is ok for the written summaries to be included in something or in some place other than the minutes, I disagree.

I mean the minutes could say public comments were made and are incorporated by reference in... [ give the location of public comments on file], or public comments were made and are incorporated by reference to attachment... [give the attachment serial id]. Either method should be acceptable in today's social media environment where access to anything and everything is within your fingertips. It does not make sense to dictate the administrative mechanism for formatting and filing records. The point is access to comments made during a city meeting should be as easy to view as it is to view the meeting minutes themselves. By stating the comments are incorporated they are made an official part of the record. No one needs to dictate to the city what the best format or filing system is for their records - just that they need to be an official part of the minutes and as accessible as the minutes are for public viewing.

I'm confused. The member has indicated it will be an embarrassment to rescind the motion, yet you say the member is debating in support of the rescission. Which is it?

I rather like the idea of postponing the election of the unfilled position to the next special or regular meeting. That way you don't actually violate your bylaws election requirements and you acknowledge to all that compliance is desired.

I also agree with Mr. Martin that you probably have the latitude to perform the duties if your bylaws don't prohibit election of one person to more than one position and/or allow vacancies to be filled on an interim basis.

I will weigh in with a lay person's interpretation, having no parliamentary credentials whatsoever, though I will admit to having college graduate level education.

My interpretation of your city's ordinance would lead me to accept incorporation in the meeting minutes by reference rather than direct citation within the body of the minutes.

In other words, I would expect to be given the same access to public comments properly submitted at a city meeting as provided for access to the minutes themselves.

8 hours ago, Richard Brown said:

What do you mean by “can elections be closed . . . “?

I thought this was just a way of talking about the status of ballot elections as being complete or incomplete.

Is the chair supposed to make a formal statement regarding closure of elections after announcement of final ballot results (i.e., re-balloting will not continue absent nominees or write-ins for unfilled positions)?

If elections are incomplete as Dr. Kapur has indicated, is any further action required by the chair? Or are we just agreeing there will be no further action on elections at the annual meeting, having fulfilled the obligation (albeit rather poorly) to conduct a ballot vote to fill open board positions to the best of our abilities as required by the bylaws? And if we are agreeing to this, should the chair make a motion to close elections despite remaining vacancies due to a lack of volunteers willing to serve on the board?

I'm going out on a limb here and assuming a second part to this question is not out of order.

Can elections be closed if there are more positions open than available nominees or write-ins following announcement of initial ballot results, re-opening nominations, and even re-balloting at least once with hopes for write-ins?

Damage may be minimal if the bylaws allow vacancies to be filled by the board at their discretion when a willing candidate is identified.