Alicia Percell, PRP

If your bylaws don't list officer duties, and your organization instead relies on RONR to define them, then see RONR 47:32-36 for secretarial duties, and it begins (underline added): "The secretary is the recording officer of the assembly and the custodian of its records, except those specifically assigned to others, such as the treasurer’s books." The default treasurer duties start at RONR 47:38, and they begin, "The treasurer of an organization is the officer entrusted with the custody of its funds." But check your bylaws which may provide their own set of officer duties, or might say "In addition to the duties in the parliamentary authority..." or some such.

All this says is that if it is received fewer than three days before, the NOMINATION isn't valid. I think those words DO have an effect in that the nominee is not pre-printed on the ballot, but it doesn't say they're ineligible for election. Not being pre-printed on the ballot is often a disadvantage by itself, and without clear words that make them ineligible for election, I would not read it to impose a more serious penalty which could have been clearly stated if that were the intent.

Nearly all of the answers in this forum could come with a footnote like, "These answers presume you have disclosed to us everything from your bylaws and other rules that is relevant to answering the question. If you left something out, that's on you!" When a poster paraphrases a bylaw, especially on subjects where the nuanced wording makes all the difference, we do often ask for the verbatim text, but even then we're assuming there's not another bylaw provision which somehow changes the calculus. So, of course, you're correct that there COULD be something else there. My gut instinct is that if the bylaw went on to expressly prohibit write-in votes, the question likely wouldn't have arisen here. Similarly if there were to be a bylaw which said only those formally nominated are eligible to be elected, that would also make a difference because voters are allowed to write in names of those who are eligible for election, but again my gut instinct is that the question likely wouldn't have arisen here with such a bylaw in place. But it never hurts to ask for clarity, and I often do that.

Since you said it's a ballot, yes. See RONR 45:18: "Voting by Ballot. Voting by ballot (also known as secret ballot) is used when secrecy of the members’ votes is desired. A ballot vote is a vote taken by instruments, such as slips of paper or electronic devices,3 by which members can indicate their choices without revealing how individual members have voted. On a ballot vote in an election or other vote involving multiple possible choices, members are able to write in or fill in a vote for any eligible person or choice and are not confined to voting for or against candidates that appear on the ballot."

Just adding a citation to support the answer that any member can propose a correction. See RONR (12th ed.) 41:10, which in part says: "After the minutes have been read (or after their reading has been omitted by unanimous consent as described in the previous paragraph), and whether or not a motion for approval has been offered, the chair asks, “Are there any corrections to the minutes?” and pauses. Corrections, when proposed, are usually handled by unanimous consent (4:58–63), but if any member objects to a proposed correction—which is, in effect, a subsidiary motion to Amend—the usual rules governing consideration of amendments to a main motion are applicable (see 12)." If there is not agreement on a portion of the minutes, it's handled with a motion to amend, and the group decides on the amendment with a formal vote. There are no extra restrictions here on who can make such a motion, so you're only dealing with the default restriction that only members can make motions, so only a member can propose corrections to the minutes.

Oooh, does the gardening club have an online forum where we can ask you how to keep the slugs off our hostas and how to deter critters from eating our pluots? 🙂

For what it's worth to have a 4th weigh-in, I agree with Martin, Brown, and Kapur that it's 2/3 of those present and voting. I think the "member of the School of Professional Studies Council" phrase merely clarifies who participates in a vote to do such a thing, that it's a membership meeting as opposed to perhaps a board meeting. Having the word "vote" immediately after the "2/3" is what drives me to read it this way.

I don't think we know yet whether the membership has "full control over the budget." All we know is that for the membership meeting, "One item of business will be to approve the 2023 Budget." I'm thinking of RONR 49:7, which says (underline added), "In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9). Except in matters placed by the bylaws exclusively under the control of the board, the society’s assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35)." Adoption of a budget is one method of giving the board instructions. They must adhere to the budget. But if the employee contract terms are under the exclusive control of the board, and they've executed a legally binding contract with an employee, wouldn't it limit what the membership can do with that portion of the annual budget? And would 35:6(b) apply to an executed contract to make it something that cannot just be rescinded/amended?

What do your bylaws say about the powers of the board relative to employees? If the bylaws give the board exclusive control, then it limits what the membership can do in that realm. Also, is there an executed and in-force contract with this employee? Could the budget be put into a spreadsheet using formulas to calculate the ripple effects into the other portions of the budget? Then making the change in the salary line will auto-calculate the other changes for the membership to see as they're voting on the proposed amendment. If the amendment fails, it can be quickly reverted to the original. If for some reason the spreadsheet auto-calculate isn't an option, and if (depending on answers to the above questions) the membership is not precluded from amending this portion of the budget, it might be possible to adopt an amendment to the salary portion with authorization for the treasurer to make the required conforming amendments to the other affected lines. Or I suppose since the budget just sets a maximum, if you only amended the salary line and couldn't on-the-spot recalculate what the benefits budget would be, would it be harmful to just leave the benefits budget at the higher amount knowing that it the actual expenses will actually be less than that?

This is not an issue of "interpretation" at all. By definition (no interpretation needed), an abstention is not a vote. I wouldn't agree that abstentions and noes do not affect the outcome of even a vote which requires 2/3 of those present. Each no or abstention takes away one possible source of getting one of the yes votes needed to reach the threshold. Are they used in the mathematical calculation of 2/3 of the members present? Not directly, as it's #YesVotes >= 2/3 * #present, however if more than the remaining 1/3 of members present vote no or abstain, then the motion fails. Mathematically you could back your way into the same result calculation by instead comparing whether the number of abstentions and noes exceeds 1/3 of the number of members present.

I agree with Mr. Martin.

Agreeing with my colleagues that if posters don't show us the verbatim relevant language from the bylaws, we're left trusting that it has been accurately characterized. So to all readers of the forums, not just to this post, use the copy/paste features to show us the actual language. There are sometimes important words in there that we need to see, and things that are obvious to us when we see it may not have been obvious to you when you read it. RONR is a will-of-the-majority system, and though your bylaws can certainly be written to give one person unilateral veto power of some sort, my instinct is that it's probably not a great idea to do that unless it is limited to particular topics related to their office. That really makes me wonder whether there are other parts of such a bylaw which might limit its applicability.

The exact wording of the bylaw will make a difference here. If the bylaws say a, "majority of the Board may call for a Board meeting" then I'd read it as allowing several ways to do that such as: a majority of the board members send an email to the secretary calling for the meeting, a majority of the board members send an email to a shared email list that includes all the board members so you can all see how many have called for the meeting, signing a written document calling for the meeting and transmitting that to the secretary, etc. If the bylaws say a, "majority of the Board may call for a Board meeting by [insert procedure]" then you need to use that procedure. If, however, the bylaws were to say "the Board by a majority vote may call for a Board meeting" then we're in different territory because, as you noted, voting must be done in a properly called meeting or in some other manner allowed by the bylaws like written consent outside of a meeting, etc. While we wait to take a look at the exact bylaw language, I suggest that someone at least email the President to explain that time is of the essence and ask him to call the meeting. If he engages to take care of it, then problem solved!

I agree that absent a specific rule, the ex officio wouldn't automatically be on the subcommittees. To clarify, though, if the "umbrella" committee appoints the subcommittees, then the committee members could CHOOSE to put those same people on the subcommittees if they wish. I think we're all just saying those people wouldn't be ex officio members of the subcommittees.

Adding a citation - see RONR (12th ed.) 25:10, under a heading about rules which CANNOT be suspended: "Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent."

I'm adding a citation to support the answer given above. See RONR (12th ed.) 40:6-7: "Proceedings in the Absence of a Quorum. In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society’s rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately. Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. [...]" Approving minutes is transacting business. The above-mentioned things are all that can be done in absence of a quorum.

Just adding a citation to the default answer already given. They're based on RONR (12th ed.) 49:7, which says: "In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9). Except in matters placed by the bylaws exclusively under the control of the board, the society’s assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35). It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business." But as noted above, it's possible that your bylaws have given the board particular powers which could override this default.

Some of the responses you got are because you asked whether something is "legal" instead of asking whether something is compliant with Robert's Rules. We can't advise you on legality, just on how RONR applies. The original post said, "Our board had in 2021 approved by a 2/3 majority vote expenses for a project." Did that motion approve up to a particular dollar amount? Or was it a generic approval of "expenses" for that purpose without putting a dollar amount. The precise wording of that motion matters for what can be done now. If there was a previously adopted cap on the expenses, then there would need to be a motion adopted to amend the previously adopted motion and increase the cap.

I don't think that the RONR provision on assessments applies to the question being asked here. Assessments are things charged to all who are members of an organization, and they owe it simply because they're members. For instance, if an HOA maintained a pool which needed repairs costing $10,000 and there were 100 members of the HOA, requiring each HOA member to pay $100 toward the pool repair cost merely because they are a member..that's an assessment. Charging a fee for each use of the pool (charged only to those who do use it) is not an assessment, but requiring that a member pay a flat amount just because they're a member is an assessment. A fee charged to attendees of a meeting in order to offset the room rental, etc. is not an assessment.

This sounds like an HOA, so it's important to note that there may be state law which overrides advice we give based on Robert's Rules. It appears that notice is required to be posted in prominent locations within the project EITHER: seventy-two hours prior to the meeting, OR simultaneously with notice to the board If you're receiving notice by seeing it posted in a prominent location, how do you know when it was posted? You might not see it until a day or two later, but it might still have been posted on time. What concerns me is that this sentence with the timing requirement doesn't end by saying "whichever is sooner." By itself, it seemingly allows less than seventy-two hour notice so long as board members also didn't get earlier notice. There is likely a state law which establishes a minimum amount of required notice to the board, and if so, that would supersede the aspect of this bylaw which seemingly could permit very little notice. You need to find out whatever your state law says about minimum meeting notice for an HOA and its board. My instinct tells me that state law might have a minimum of seventy-two hours for board notice, such that the clause about "simultaneously with notice to the board" wouldn't actually be so loose as to allow a situation with less than seventy-two hours notice, but it would require more than seventy-two hours notice if the board got more than seventy-two hours...but that's just a hunch. This bylaw makes it clear that association members are entitled to notice (though the amount of required notice may be in question) even if they're not board members. IF (in caps for emphasis) you find that the notice you're receiving is less than what is required, that could be grounds under RONR for invalidating business conducted during that meeting. You should also check your state law to find whether HOA board members are prohibited from having private discussions outside of meetings observed by residents. It might be allowed. It might not. RONR doesn't establish such a prohibition.

It depends on what your bylaws say about the notice. Usually notice is a thing given to those who are entitled to vote at the meeting, which would be the board members. The question here will be whether your bylaws require that the membership also be given notice, or only the board must be given notice of the meeting. Can you copy/paste exactly what the bylaws say about the 3-day-notice requirement?

Email voting is a judgment call for your membership to make, but there are many good reasons that the very first footnote on the very first page of RONR 12th ed. says: "A group that attempts to conduct the deliberative process in writing—such as by postal mail, electronic mail (e-mail), or facsimile transmission (fax)—does not constitute a deliberative assembly. When making decisions by such means, many situations unprecedented in parliamentary law will arise, and many of its rules and customs will not be applicable (see also 9:30–36)." What happens when someone makes a motion by email, but someone else needs to raise and resolve a point of order about it? What if some want to offer amendments? Email just does not lend itself to handling these things well, thus the caution on page 1. Been there. Done that. It's terrible in my opinion. It's the asynchronous nature of email that makes it a mess. However, your organization can adopt rules that run contrary to the advice in that footnote.

If you want this to be the basis for some sort of disciplinary action, I'd strongly suggest you take the advice above and make it a written rule. You say the person has been on the board for a decade and "knows full well," but if it's not a written rule, you need to be mindful that people's perceptions of what is or isn't a custom may differ, especially when it's about something that HASN'T been done as opposed to an observable action which HAS regularly happened. Just because people haven't done something in the past, and someone suddenly does it now, it doesn't automatically mean it's violating a custom that should have been seen as a rule. We have no idea what prior discussions there might or might not have been within your organization on this subject. In the absence of a clearly stated consensus, you have less of an argument that it is a "custom" in the sense used in RONR. It might be. It might not be. Only your members really know the extent to which this has been established as a custom, so there's a lot of judgment involved.

Hopefully at some point Maureen will give us more clarity on her situation, but I'll go ahead and point out that if the organization's bylaws require an election, that requirement cannot be suspended/ignored/overridden/etc. even with a unanimous vote. Usually the bylaws say when a person's term ends, and that's when it ends whether or not there is a motion to end/dissolve their term in office. You don't need such a motion if the end of the term has been defined already. If their terms have ended, and there was no election to choose people for the next term, you might not have a board at all, but we can't get specific on those details until we get clarity on terminology, what the rules are, and where those rules are established.

When you talk about the "executive" are you referring to the organization's board of directors? Maybe your group calls them an Executive Board or some such? That's my best guess, but when you speak of "the executive" it seems like it's one person, so I want to make sure we're talking about the same thing. And when you say "operating procedures" do you mean bylaws? Or is this rule for annual elections in some other document besides the bylaws? This detail is very important. And when you say AGM, do you mean an annual general membership meeting?