Alicia Percell, PRP

The newly provided information about the nature of the committee and it being subject to the Brown Act only impacts the answer here because it is subject to legal requirements to publish agendas and not take up items not on the published agenda. I'm not giving legal advice here -- only speaking as a layperson who is generally familiar with the Brown Act. Any legal requirements override the RONR default that committees aren't required to use agendas. It doesn't, however, change the other components of the answers you received above. Sounds like there was no directive given to the committee REQUIRING them to act on a certain date, so as noted above, it's not a violation of any rule in RONR if it's not necessarily on the next agenda. It may not be required for it to handled in December. Will the committee have another meeting in January such that it would be possible for your committee to act in time for the subject to return to the board by the stated deadline for board action? Your best option is to persuade whoever has the power to place items on the posted agenda by pointing out the time constraints for the subject to go back to the board for their action. Again, not giving legal advice here, but as a layperson with personal familiarity with the Brown Act, I believe that posted agendas can also be amended and re-posted so long as you're not past the Brown Act minimum amount of notice prior to the meeting. If you're already past that deadline, there are some emergency exceptions, but you would need advice from the city attorney's office about whether this subject fits one of those exceptions which would allow it to be still added to the December agenda. If your personal diligence isn't able to get the committee to act (maybe because procedure wasn't followed to properly get it on an agenda, or because the ball was dropped in some other way), as noted above, the board can still take back control of the subject in time for it to make its own decision (without the benefit committee input) for its January 2023 deadline. And just for your own knowledge, the motion which was adopted by the board to send it to the committee sounds like it was actually in the nature of a motion to Commit or Refer (see RONR 12th ed. section 13) rather than a motion to Amend. An amendment would alter the motion in some textual way. A motion to refer to a committee leaves the motion the same but asks the committee to formally provide some feedback on the motion. You can also read up on procedure in committees and how they interact with the parent organization by taking a look at RONR sections 50 and 51.

Yeah, I had the same thought on first read. I decided it likely was just the OP's way of expressing that because there are 6, and if all 6 of them vote, at least 4 votes are required to reach majority. But it's likely not the "only way" as it could be 6-0, or it could be 5-1, or there could be absences/abstentions/etc.

I would give a more nuanced answer based on WHEN the amendment is desired. If the person wishing to make the motion hasn't yet done so, he can amend his own idea before he formalizes it by making the motion. If the motion requires notice, and notice has already been given, even the maker of the motion can still only amend it within the scope of notice if he wants to make a change before he makes the motion. And not even the assembly can amend it outside the scope of notice. If the motion has been made (but not yet stated by the chair) and someone else immediately says, "May I suggest that you alter it in such-and-such way?" the maker can still "perfect" his own motion still if he wishes to make the alteration suggested by the other person. This is a very, very tiny window of time to do such a thing before the chair states the motion. If the motion has been made, seconded, and stated by the chair, then the maker of the motion has no more control over it, and it's only amendable by the assembly with a majority vote (or unanimous consent, of course). If the motion in question was previously adopted in one form, and the assembly later wants to amend what it previously adopted, then see RONR (12th ed.) section 35 for how to Rescind or Amend Something Previously Adopted. It still requires a vote of the assembly, but it's not just a simple majority vote. Please note from RONR (12th ed.) 12:91: "Friendly Amendments. The term 'friendly amendment' is often used to describe an amendment offered by someone who is in sympathy with the purposes of the main motion, in the belief that the amendment will either improve the statement or effect of the main motion, presumably to the satisfaction of its maker, or will increase the chances of the main motion’s adoption. Regardless of whether or not the maker of the main motion “accepts” the amendment, it must be opened to debate and voted on formally (unless adopted by unanimous consent) and is handled under the same rules as amendments generally (see 33:11–19)."

I think there MAY have been some misunderstandings based on inconsistent terminology. I noticed that the subject of the thread was about the president self-NOMINATING. Then in the question itself was a reference to self-APPOINTING, which is a very different thing. So if the question was intended to be about nominating oneself, the answers on the topic of self-appointing won't seem to be a fit. Unless you have a specific rule against it, RONR doesn't prohibit nominating oneself, and the smaller the group the more common such a thing would be. Also it could be that the state law for HOAs already makes the officers members of the board, so there are places to check besides the bylaws for that detail. Maybe it's in state statute.

Consider various process integrity rules, such as how you will ensure that only people who are eligible to vote are actually voting. Will there be a central room for participants, and you'll have people standing at the door checking credentials and handing the clickers only to those eligible to vote? Will you require that if the clicker-users leave the room, they must turn in their clicker upon exit because RONR requires that they be present to vote? You mentioned some members voting via a website instead of using the clickers, so how will you know that only eligible people are voting that way, and that they are present in the meeting, as opposed to voting from their phone as they stand in line at Six Flags and not really participating in the meeting to hear the debate on the motions? Will you craft a rule forbidding them from handing their clicker to someone else to vote on their behalf, since RONR prohibits proxy voting? Under RONR, some of your votes could be invalidated after-the-fact if ineligible people were to have cast votes in sufficient numbers to affect the outcome, so it's really important to design the process to prevent that. If your state laws require roll-call voting, does the electronic system identify how each person voted, or is it anonymous? How does a voter get confirmation that their vote was recorded by the system? These are my initial ideas about some of the potential pitfalls.

What type of organization is this? You mentioned that the board elects its own officers, but does the board elect the board members also and amend its own bylaws (board-managed organization) or is there a broader membership group which elects the board and amends bylaws (membership-managed organization)? I'm wondering if your organization is some sort of state-regulated entity like perhaps a non-profit? If so, there may be state law which requires you to have annual meetings, biannual meetings, or some such. If state law sets some sort of organizational requirements, that might explain why your bylaws do not. Maybe???

Agreeing with the answer given above by Mr. Mervosh, RONR establishes no minimum attendance requirements, nor does it speak of absences as being either excused or not excused. If your organization wishes to have rules on such things, those rules should be in your bylaws.

Perhaps take a look at the RONR Appendix beginning on p. 635 titled, "SAMPLE RULES FOR ELECTRONIC MEETINGS." It's more geared towards an electronic meeting, not just electronic voting, but portions of it address use of the voting options built into the meeting software. Is this going to be voting outside of a meeting? Or some electronic system used during a meeting?

Take a look at what RONR calls "preferential voting" which can be found in RONR (12th ed.) 45:62 - 45:69. It describes a process for the voters to rank their preferences in descending order on a single ballot, and then how to tally the ballot to get the collective ordered preference. Just keep repeating the process of redistributing the remaining ballots until the number of projects which have obtained majority approval is using up the budget you have available. Notice that in 45:62, this process can only be used for election of officers if the bylaws authorize it, but you're not doing that, so the group could approve this method of voting without it being in the bylaws. This is similar to what is sometimes called Ranked Choice Voting which is being used in public elections in more and more places.

It will also depend on the exact wording of the motion which defined the committee. Was it worded in a way that each congregation MUST name a representative, and the committee can't function unless each congregation has done so? Or was there a deadline by which each congregation must name their representative, else the committee will proceed without them? Or was it just that each congregation is ELIGIBLE to name a representative, but the committee can proceed once a certain number have been named? Or something else? Does everyone (or even a majority of you) agree with the presidency's interpretation that the way the motion was written means it's impossible to do? Or is this a dispute about interpreting the language of the motion? If enough of you agree that the previously adopted motion is now unworkable, then use the advice above about amending it to make it workable or even rescinding it. But look carefully at the adopted wording to see if that's really the case.

The answers you received above are based on RONR (12th ed.) 48:12, which says in part (underline added): "Exceptions to the rule that minutes are approved at the next regular meeting (or at the next meeting within the session) arise when the next meeting will not be held within a quarterly time interval, when the term of a specified portion of the membership will expire before the start of the next meeting, or when, as at the final meeting of a convention, the assembly will be dissolved at the close of the present meeting. In any of these cases, minutes that have not been approved previously should be approved before final adjournment, or the assembly should authorize the executive board or a special committee to approve the minutes." You could either adopt a motion during the annual meeting to delegate the minutes of that year's meeting to the board or to a special committee. Or you could adopt a bylaw which does the delegation for you without having to adopt such a motion during each annual meeting.

Just because of the way you wrote the sentence above, do your bylaws have some sort of requirement that a presentation must be made on the idea at a prior meeting before it can be voted on at a later meeting? It would be an unusual rule, but there could be one. I just wonder why some think it would make a difference to claim that your presentation "doesn't count"...whatever that means. You factually did make a presentation, so... It's not even YOUR responsibility as the presenter to ask for a second. That's the chair's responsibility to do, if one is needed. Unless there's more to the story, (like Mr. Novosielski above) I don't know why there was a need for a motion (and usually a second) anyway. You said there was nothing for them to vote on. Regardless of whether there is a rule requiring the idea to be presented at a prior meeting, and even if it was required under the circumstances to have a motion of some sort which would be seconded, the lack of a second at the time does not after-the-fact invalidate what happened. A second is much less critical to the process than some seem to think, and to add a citation that you can share with those now claiming that it doesn't count... RONR (12th ed.) 4:9 - 4:14 covers what a second is and how it works. Pay particular attention to 4:12, which says: "The requirement of a second is for the chair’s guidance whether to state the question on the motion, thus placing it before the assembly. Its purpose is to prevent time from being consumed by the assembly’s having to dispose of a motion that only one person wants to see introduced." It's to determine whether there's even a modicum of support for the motion. Once you've gotten past that point, and the chair recognized you, and you spent 30 minutes making the presentation, it's pretty irrelevant whether or not the assembly should spend the time to listen to your presentation because they already did factually listen to your presentation. And if a motion/second were required, see 4:13, which in part says: "After debate has begun or, if there is no debate, after any member has voted, the lack of a second has become immaterial and it is too late to make a point of order that the motion has not been seconded. If a motion is considered and adopted without having been seconded—even in a case where there was no reason for the chair to overlook this requirement—the absence of a second does not affect the validity of the motion’s adoption." Once they let you make the 30-minute presentation without an immediate objection when you started, it's done. If a motion was necessary to hear the presentation, then they already have allowed it without objection, which gives the same result as having adopted a motion to allow it. All of us have to start somewhere learning parliamentary procedure and the correct terminology, so don't feel bad that you're not yet familiar with all the terminology. So FYI, it's not called a "2nd motion," but is just called "a second." Someone makes a motion, and either someone yells out "second!" Or the chair asks, "Is there a second?" so as to prompt someone to then say, "Second!" As a noun, it's called "a second." As a verb, you might say that someone "seconded" the motion, or you might ask, "Was the motion seconded?" Those are all proper phrasing, but there's just one motion (which in spite of the existence of a motion which has been "seconded," no one "firsted" the motion...rather, the first person "moved" or "made a motion") and then there is or isn't "a second," but not a "2nd motion." When the chair asks, "Is there a second?" he already knows that at least one person wants to have the motion considered, and he is asking whether there is a second MEMBER who wants the motion considered. He's not asking whether there's a "second motion."

Hopefully the committee chair isn't out of commission for long, but even if he were, that doesn't prevent the committee from meeting. Two committee members under 50:21 (as posted above) could call a committee meeting, and if the committee chair is still sick on the date of the called meeting, the committee could elect a chair pro tem to chair that particular meeting. If the organization chair attempts to assert that he has forbidden the committee from meeting, ask him to show you a citation in the law, rules, or RONR which gives him such a power. It's not in RONR. When he can't show you a citation, the committee should forge ahead with its work.

Here's the rule, from RONR (12th ed.) 25:7: "Rules That Cannot Be Suspended. Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described in 2:14. However, a rule in the bylaws requiring that a vote—such as, for example, on the election of officers—be taken by (secret) ballot cannot be suspended so as to violate the secrecy of the members’ votes unless the bylaws so provide (see also Voting by Ballot, 45:18–24). Nothing in a corporate charter can be suspended unless the charter or applicable law so provides."

I see I didn't fully factor in the timing details of the paragraph you posted after the bylaw quotes, including, "the president stepped down, the vice president took over, and they put in a replacement VP. The term was set to expire that year but..." So that suggests to me that those events happened before April, thus the person who was chair in April had been appointed to serve until the next election, and was probably not subject to April expiration. The timing of all these appointments needs to be examined in light of the nuances of that wording you posted. Regardless, have the membership call another meeting for elections, prior to the meeting make the effort to learn about points of order and appeals, assert yourselves and make elections happen. Also read up on how to put a motion from the floor or even to choose a different person as chair of the meeting in the event that your now-President attempts to stop you from having elections. Start reading at 62:2 for those.

So the VERY interesting thing in the bylaw excerpts you posted is that the term of office is a hard-coded "two years." There's no "or until their successors are elected" type of language to give much flexibility. RONR (12th ed.) 56:28, underline added: "To ensure the continued services of officers in the event, for example, of public emergency or of difficulty in obtaining a nominee for an office, the unqualified wording “for a term of… year(s)” should be avoided, because at the end of that time there would be no officers if new ones had not been elected. The exact wording that instead ought to be used depends on a further consideration, namely, the manner in which the organization wants to make it possible to remove officers before the expiration of their normal term." Presuming that this past April was the end of the two-year period, then the officers' failure to call a meeting and have elections means their terms of office expired in April, and they have not actually been the officers since then. From there it may get messy regarding interpreting whether a person whose two-year term has ended actually "gave up" his position or otherwise fits the conditions for the Executive Board to appoint a replacement, and whether any such positions were filled before or after April, whether the officers improperly voted on after-April vacancies, etc. For the vacancies I see the appointed person serves until the next "election period" or the next "election" so that's different than the hard-coded two-year term of office.

I suppose one could make an argument that IF the subject matter were outside the scope of the subcommittee, that it was out of order for them to take up the subject. But that is likely not one of the timeliness exceptions to raising a point of order, so any complaint about that would need to have arisen at the time the subcommittee took up the issue. Even if the issue had been defeated at the subcommittee level, there's likely nothing that precludes any member of the organization from asking the Master Board to do something. So the proceedings within the subcommittee are probably a dead end for you. You didn't happen to mention whether the 3 items at issue were subjects for which the motions were adopted or whether those motions failed. If the motions failed, then they could be renewed (brought back again as a new motion) at any future meeting to try again. Not much you can do to stop that. If, however, the 3 items are motions which were adopted, there are numerous ways that the Master Board CAN revisit subjects they have previously addressed. See in general Chapter IX of RONR 12th ed. Some of them have limitations, and the threshold for changing a prior decision is intentionally a little higher than what it took to adopt a motion on the subject the first time, so maybe that little edge would be of help you. Chapter IX Section 35 covers options to Rescind or Amend Something Previously Adopted, which require a 2/3 vote, or a majority vote with notice, or a majority of the membership, so it's harder to change the decision than it was to adopt in the first place. It doesn't have a lot of limitations, but see 35:6 for motions which cannot be rescinded/amended, like if an authorized contract has already been executed and can't be undone. Section 37 is about motions to Reconsider, and its description is the closest to what you describe as asking the Master Board to "revisit 3 of the items and vote again." This motion has restrictions on timing and who can move to reconsider, and it is most likely out of order for the Master Board to do at this point due to the time limit in 37:8(b). Only someone who voted with the prevailing side can make the motion. See 37:9(s) for a list of motions to which it can't be applied. So the bad news for you as someone who likes the status quo is that there ARE ways for the Master Board to revisit past subjects, but there are some restrictions you need to read about to see whether they might apply to your circumstances to help you keep the status quo. Of course, there's always the political approach of just lobbying the board members to see things your way and not change course.

Sounds like your membership needs to read up on how to raise points of order and how to appeal/overturn a chair's ruling so that you can assert yourselves when you are told, "No, sorry!" See sections 23 and 24 of RONR 12th ed. Also, what do your bylaws say about the term of the officers? Please post a verbatim bylaws quote showing when their terms begin and end.

When you ask, "What would be the reasons why they could not do that," what is the antecedent of "they?" Are you asking for any reasons the subcommittee might not be able to ask the Master Board to revisit the items? Or are you asking for any reasons the Master Board might not be able to do as requested by the subcommittee and revisit the items?

How is it that the Chair "did not allow them to meet?" Unless you have some really unusual rules giving some unusual powers, the organization's chair has no power to forbid a committee from meeting. And if you mean the committee chair, well, they're obligated to call a meeting to carry out the purpose of the committee, and if they don't, RONR allows other committee members to call a meeting.

Providing a cite for Mr. Brown's answer above, see RONR (12th ed.) 46:40: "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or “acclamation.” The motion to close nominations cannot be used as a means of moving the election of the candidate in such a case." Thus his question about whether or not the bylaws require a ballot vote...

The fact that "some motions require 2 readings and 2 votes" is exactly what suggests that it's not a year-long session and instead each monthly meeting is its own session. Otherwise, you're twice voting on the exact same motion in the same session, and 38:1 says it doesn't work that way. It sounds like they're trying to make the year-long-session argument based on a particular outcome they want now and not based on looking at what a session actually is. They can potentially get what they want a different way and not have to impose upon themselves all the side effects that come with year-long sessions. If a motion is postponed indefinitely, it can't be renewed until the next session which could be a year later. If a motion fails, it can't be renewed again until the next session, which could be a year later. The only way around these limitations is by using reconsider/rescind/ASPA. So for the benefit of trying to win this ONE issue, they'd be imposing upon themselves some higher hurdles for other things. Maybe not the best strategy...

Presuming you use Robert's Rules, then at minimum this is a special rule of order, the adoption of which requires either: a) previous notice AND a two-thirds vote; or b) affirmative vote from a majority of the entire membership See RONR (12th ed.) 2:22. It is a special rule of order because it would override the default in RONR that motions normally require a majority vote (RONR 2:16). Just calling it a resolution doesn't mean it isn't a special rule of order. In fact RONR 2:17 indicates that special rules of order are often adopted in the form of resolutions.

Agree that all inquiries go through the chair, though see RONR (12th ed.) 33:6 that the chair can redirect requests for information (not related to parliamentary procedure) to another officer or member. The role of a parliamentarian can be found beginning at RONR (12th ed.) 47:46, but especially see 47:52 which says: "Only on the most involved matters should the parliamentarian actually be called upon to speak to the assembly; and the practice should be avoided if at all possible." Direct the parliamentary inquiry through the chair, who can consult with the parliamentarian as needed. It's not never, but rarely would the parliamentarian directly give the answer instead of the chair answering.

P.S. Given the rest of the bylaw text, in addition to not being pre-printed on the ballot, the late nominations also don't get, "posted at the clubhouse and sent by electronic transmission to the membership" so that's another consequence of being too late to be a "valid" nomination. They don't get their names advertised to the membership in advance.