Alicia Percell, PRP

See RONR (12th ed.) 48:15: "If the existence of an error or material omission in the minutes becomes reasonably established after their approval—even many years later—the minutes can then be corrected by means of the motion to Amend Something Previously Adopted (35), which requires a two-thirds vote, or a majority vote with notice, or the vote of a majority of the entire membership, or unanimous consent. In such a case the content of the original minutes must not be altered, although it may be advisable for the secretary to make a marginal notation indicating the corrected text or referring to the minutes of the meeting at which the correction was adopted. The minutes of the latter meeting must include the full text of the motion to Amend Something Previously Adopted, which necessarily includes all information required to construct an accurate record of the actions taken at the earlier meeting."

Piling on just to give a citation. Please see RONR (12th ed.) 44:1 for more details, but it includes that: "The word majority means 'more than half';" When it says "more than" half, it means that exactly equal to half is not sufficient to meet the standard for a majority vote. It needs "more" than that. Any amount more will suffice, even if it's a tiny fraction over half, but then with only 6 people you're not dealing with tiny fractions. If 6 people cast either a yes or a no vote, then you need at least 4 voting yes to meet the majority requirement.

I don't believe he was saying that in your organization's situation "anyone attending counted as the quorum." I believe he was disagreeing with your prior assertion that "anyone attending counted as the quorum" is "only true at a convention," and he gave three examples of when it is true, none which apply to your situation.

I'm still debating this with myself, too, and to help sort it out I agree with Mr. Brown that it would be helpful to have a verbatim copy of the bylaw which establishes the two-meeting requirement. Its precise phrasing could impact how to apply it here. And let's also take a look at the actual verbatim wording of the two motions in case there's something odd there. I think Mr. Martin may have a good point that the improper motions passage which I cited addresses conflict with a motion "previously adopted at any time and still in force." This argument would then say that the motion which first received a majority vote (to give the donation, no more research required) is not yet "in force" because it hasn't yet been twice-approved. Then we could view the second motion as not yet conflicting with the first motion. This would say both motions which received a majority vote are merely eligible for final approval at the second meeting. Because of the OP's reference to the idea that the discussion of feasibility could happen at the next meeting, I got the impression that the meeting in which these two motions both received a majority vote was the first time they were voted on and not the second. But I agree with Mr. Brown that we should confirm that. What if when we see the bylaw and the wording of the motions, it turns out that the extra research itself isn't yet authorized until it is voted on a second time? Or it could be that only the donation element needs two approvals, and the research could go ahead happen before the next meeting, leaving only the question of the donation to still get a second vote. Depending on the verbatim wording we're asking to see, it's possible that the first vote on these two two motions merely makes them eligible for final adoption at the next meeting, and the assembly can pick which they want at that time. Or it could be that each motion has to be properly adopted at both the first and second meeting, in which case the conflicting motion argument would be in play. Seeing the bylaw and the formal wording of the two motions might resolve these doubts, or we may still end up in a place where the members at the next meeting just need to interpret for themselves how the rules apply here.

I see this a little differently than the esteemed Mr. Martin. I agree with his first paragraph, that the first attempt for a motion "to do more research before approving a donation to a cause" which was never seconded was never "on the floor." But then the OP says a new motion was adopted, "to give the donation" without a need for more research first. After that, apparently believing that they had to dispose of the original motion, and apparently with no one raising the point of order that it had not been seconded, the assembly took up the original motion to do more research before approving the donation, and that also received a majority vote. These seem like conflicting motions to me. One requires research before approving the donation, and the other is to allow a donation without a requirement for research. With this view, after they approved giving the donation (without research), the motion to require research before approving the donation should have been ruled out of order because of the conflict. The assembly could have used Amend Something Previously Adopted to add the research requirement to the just-adopted motion. Or there could have been a motion to reconsider the donate-without-research motion, and potentially to amend it before voting again. Or they could have rescinded the donate-without-research motion. None of those things was done, so we're left with what DID happen. RONR 39:5-7, under the heading "improper motions" indicates that (underline added): "Likewise, apart from motions to Rescind or to Amend Something Previously Adopted (35), motions are not in order if they conflict with one or more motions previously adopted at any time and still in force. Such conflicting motions, if adopted, are null and void unless adopted by the vote required to rescind or amend the motion previously adopted." So with this view, the second motion would be null and void unless the vote on it was high enough to meet the thresholds for amending it -- which is (a) majority with notice, or (b) two-thirds, or (c) majority of membership. So either one of the two could be the winner of the conflict, depending on the math of the second vote.

Just to add to the answer Mr. Brown gave above, the fact that it was a special meeting doesn't add any requirement for it to be ratified at a regular meeting. Think of a motion to ratify as being needed to fix CERTAIN TYPES of errors or to complete a multi-step process. See RONR (12th ed.) beginning at 10:54 for more specific details: "The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include: action improperly taken at a regular or properly called meeting at which no quorum was present (40:6–10); action taken at a special meeting with regard to business not mentioned in the call of that meeting (9:15–16); action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting, such as by approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized; action taken by a local unit that requires approval of the state or national organization; or action taken by a state or national society subject to approval by its constituent units." It continues after that to list things which cannot simply be made better by a motion to ratify, but that's beyond your question. So if the vote didn't suffer from any flaws like those above, you don't need to ratify.

If your bylaws list who the officers are, and they do not expressly give a president authority to add an officer, then no, the president cannot unilaterally add another officer. See RONR (12th ed.) 56:68(4): "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited. There is a presumption that nothing has been placed in the bylaws without some reason for it. There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited. Thus, where Article IV, Section 1 of the Sample Bylaws (56:62) lists certain officers, the election of other officers not named, such as a sergeant-at-arms, is prohibited." Your bylaws would need to be amended to authorize any additional officer position. A point of order should be raised about it, and as a bylaw violation, the election of the not-in-bylaws officer is null and void. If someone claims that the point of order must have been raised at the time of the election, they are mistaken. This type of violation is exempt from the typical requirement for points of order to be raised at the time of the breach. See RONR (12th ed.) 23:6: "The only exceptions to the requirement that a point of order must be made promptly at the time of the breach arise in connection with breaches that are of a continuing nature, whereby the action taken in violation of the rules is null and void. In such cases, a point of order can be made at any time during the continuance of the breach—that is, at any time that the action has continuing force and effect—regardless of how much time has elapsed. Instances of this kind occur when: a) a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly, [...]"

You've asked whether such a bylaw is "legal." This forum does not give legal advice. For that you would need to consult an attorney. If instead you meant to ask whether Robert's Rules of Order Newly Revised (RONR) would allow such a bylaw, the answer is yes. The bylaws define the voting rights, and there can be non-voting members. See RONR 1:4.

This seems to be a legal question, and this forum doesn't give legal advice. We advise on questions about Robert's Rules of Order Newly Revised (RONR). You would need to consult an attorney for legal advice. If your HOA uses RONR, there's nothing in RONR that requires an organization to make consistent discretionary decisions. You indicated that there is a specified "procedure" but we don't know if this is something in the HOA bylaws, a board policy, some procedure set by state law, etc.

Committees only have the scope/powers given to them in the bylaws. From the portion of the bylaws that you shared, the Election Committee only has three things it is authorized to do: 1) recruit a sufficient number of Board candidates 2) conduct the candidate forums 3) ensure that elections and recall elections of the Board are conducted pursuant to the Corporate Documents and announce the results There's nothing which gives the committee authority to write any voting procedures, especially not ones which would violate the bylaws. On the contrary, it says the committee's job is to make sure the elections are conducted "pursuant to the Corporate Documents." Its job is to see that the existing rules are followed, not to write new ones.

If you look back just prior to the 33:22 citation given above, you'll find this in 33:20: "Request to Read Papers. If any member objects, a member has no right to read from—or to have the secretary read from—any paper or book as a part of his speech without permission of the assembly. This rule is a protection against the use of reading as a means of prolonging debate and delaying business. It is customary, however, to permit members to read short, pertinent, printed extracts in debate so long as they do not abuse the privilege. If a member wishes to do so, he can, while speaking in debate, say, “If there is no objection, I would like to read… [indicating the nature and length of the paper].” The member can then begin to read unless another member objects.17 In such a case, at any time until the speaker has finished reading, another member can interrupt him by an objection, which must be addressed to the chair. Or, if the speaker desiring to read prefers, he can formally request permission: “Mr. President, I ask permission to read a statement… [briefly describing it, as above]”; and the chair then asks if there is objection. In either case, if there is an objection, the chair can, of his own accord, put the question on granting permission, or any member can move “that permission to read a paper in debate be granted.” This motion requires no second unless moved by the member who made the request. Action of the assembly granting a request to read a paper can be reconsidered at any time until the reading has been concluded." I'll go ahead and include these other two references, though please note they are in the context of debating a PENDING MOTION, so they're not exactly on point for the no-pending-motion situation you describe. Even so, know that introducing a motion first doesn't give one free reign to babble endlessly. 4:29: "Without the permission of the assembly, no one can speak longer than permitted by the rules of the body—or, in a nonlegislative assembly that has no rule of its own relating to the length of speeches, longer than ten minutes." 43:8: "Maximum Time for Each Speech. In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly. Such permission can be given by unanimous consent (4:58–63), or by means of a motion to Extend Limits of Debate (15), which requires a two-thirds vote without debate."

No, the Election Committee does not have the authority to decide that another voting method may be used, and even the members in the meeting may not suspend such a bylaw requirement for a ballot vote. See RONR (12th ed.) 25:7, which in relevant part says: "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)."

I wanted to provide a citation for the above advice that when independent motions have been combined into a single motion, one member has a right to demand a separate vote on one or more of them. See RONR (12th ed.) 27:10, which says: "Motions That Must Be Divided on Demand. Sometimes a series of independent resolutions or main motions dealing with different subjects is offered in one motion. In such a case, one or more of the several resolutions must receive separate consideration and vote at the request of a single member, and the motion for Division of a Question is not used. Such a demand (which should not be confused with a demand for a division of the assembly—that is, for a rising vote) can be made even when another has the floor, as in, “Mr. President, I call for a separate vote on Resolution No. 3.” This demand must be asserted before the question on adopting the series has actually been put to vote." Also, if this public hearing body operates only under RONR, and there's no superseding legal requirement, the name of the seconder isn't included in the minutes. See RONR (12th ed.) 48:5(1): "The name of the maker of a main motion should be entered in the minutes, but the name of the seconder should not be entered unless ordered by the assembly."

One of your questions was, "who chair is if director/chair is at meeting?" You leave us to read between the lines when you use the same word "chair" to apparently refer to two different positions. Did you mean to ask, "Who chairs the committee meeting if the organization's director/chair is also present?" Presuming that is what you're asking: Unless your bylaws have some special provision about who serves as committee chairs, the way it works under Robert's Rules is that committees have their own chairs, and it doesn't have to be the same as the organization's chair. The organization's chair would only chair the committee meeting if the organization's chair were also chosen to be committee chair. RONR 13:17-18 explains how committee chairs are designated. In general, whichever person/group appoints the committee also designates who will be committee chair. Since you said the committee members are appointed by the directors, I'll quote for you the rule from RONR 13:18 about that scenario: "If the committee is named by a power other than the chair (such as the assembly or the executive board), the body that elects the committee members has the power, at the time the appointments are made, to designate any one of them as chairman. If a chairman is not designated when the committee is appointed, the committee has the right to elect its own chairman. In the latter case, the first-named member has the duty of calling the committee together and of acting as temporary chairman until the committee elects a chairman." So if your bylaws don't say otherwise, and the board when it named the members to the committee did not specify which of those committee members would chair the committee, then the committee members can elect their own committee chair, and the person chosen by the committee would chair the committee meetings whether or not the organization's chair is present.

This is a good example of why it's not a good idea to write bylaws which are highly subject to interpretation, such as what is the definition of an "administrative" change. I'm not scolding you, and you likely didn't even write that bylaw. I say it just so the point will stick in the heads of everyone reading so that in the future when we see vague bylaws being proposed, we'll speak up to propose more precise language instead, and argue that vagueness will cause internal fights later. I certainly don't think that altering the procedure for how an officer vacancy is filled is administrative. It is VERY substantive. Recently on this forum we were hearing from someone in an organization in which the membership had basically lost control of the entity because too much power was given to a board to amend the bylaws to keep themselves in office forever. What if your board decided that in their judgment every change was "administrative" and they rewrote the bylaws so that only they can amend the bylaws, they elect themselves, and the membership has no say? Changing details about membership eligibility, how officers are chosen (including vacancies) are some of the most substantive decisions that an organization makes about its bylaws. What to do about it? At least in your case there is a bylaw-specified limit on the types of changes your board is allowed to make, so you have a path to resolution. In a membership meeting, I think that the members should raise a point of order about each alleged administrative change they believe was made improperly because it was really a substantive change that the board is not authorized to make. See RONR 12th ed. chapters 23 and 24 for details on points of order and how to appeal a chair's ruling. This is certainly something which meets the exceptions in 23:5 and 23:6 for a point of order to be raised well after the perceived violation has occurred. A member should raise a point of order that the board has adopted a substantive change improperly, outside the scope of their authority which is limited to making administrative changes, essentially usurping the powers of the membership for substantive changes. The chair should issue a ruling on the point of order to say whether the point is well taken or not. If a member thinks the chair's ruling is incorrect, the ruling can be appealed by the membership, as the question of what is "administrative" is subjective. The appeal is put to a vote of the membership with the question, "Shall the chair's ruling be sustained?" A yes vote is to sustain (agree with) the chair's ruling, and a no vote is to overturn (disagree with) the chair's ruling. It takes a majority voting "no" to overturn the chair's ruling. Because appeals on points of order are resolved with majority votes, and your bylaws require 2/3 votes for amendment, it is kinda dangerous territory to be in the position where the bylaws are vague and need interpretation. It is tempting for members to cast their votes on these questions based on what they WANT the bylaws to say, rather than voting to interpret what they believe the bylaws DO actually say. It risks a majority vote being used to "interpret" away a very clear bylaw which would otherwise require a 2/3 vote to amend. It is very important for an organization to write clear bylaws that minimize the need for subjective interpretation.

In 12th edition, I'd point you to 1:4, but I fished out my 11th edition to find the parallel is on p. 3 lines 1-15. It's all about who is a "member" of whatever group is meeting: board member, organization member, convention delegate, etc. Being a member of the entity which is meeting entitles that person to attend meetings, make motions, speak in debate, and vote. It's a set of rights which are bundled together, unless your organization has customized rules which give selective rights to other groups.

Under Robert's Rules, the same people who are entitled to vote in the meeting are entitled to make motions, speak in debate, etc. So if it's a board meeting, and only board members can vote, then only board members can make motions. If your annual meeting is a meeting of the full HOA membership, then any HOA member entitled to vote on the business at that meeting can make a motion to amend the agenda. This answer is only useful, of course, assuming that neither your state law or the HOA itself has superseding rules to the contrary.

I'm similarly curious about why the treasurer vacancy can't be addressed until those other issues are resolved. Is the process for filling the vacancy one of the things that has been altered as an "administrative" correction? If the members constructed a list of the bylaw changes they agreed were legitimate administrative changes, and another list of the things which are disputed, what functions of the organization would be impacted by the list of disputed changes?

Agreeing with Brown, Martin, and Kapur above that this is not a Robert's Rules question. This is all going to be driven on whatever your bylaws say about how the 2-shift-2-meeting situation works. Perhaps if you posted relevant text from the bylaws about requiring motions to carry from one meeting to the next, how motions are adopted, etc., we could be more specific. Do your bylaws say that a motion must be adopted by a certain vote threshold at BOTH meetings for it to pass? Or do you count the number voting yes in each meeting and see whether it exceeds a certain fixed percentage of the membership? RONR assumes that there's only one meeting for a given agenda, and all the members are expected to attend that one meeting if they want to have a say on the business conducted there. The procedure for approving minutes in RONR is basically a specialized case of adopting something without objection, so my instinct is that the best approximation of the RONR minutes approval process would be that if there are no corrections at either meeting, they're approved. The 2-meeting situation is so far afield of the norm that it's best to craft a process in your bylaws. If there are no corrections offered at either meeting, then it seems easy. But what if there are no corrections from the first meeting, but someone in the second meeting wants to offer a correction? The people in the first meeting didn't get to have a say on that proposed change. Non-minutes motions would seem to have the same challenge...

If there's going to be an extensive discussion with no motion pending, it's probably best to agree to establish a time limit at the beginning so that it will take a 2/3 vote to keep extending time. When the discussion heads off the rails, or it just becomes repetitive and unproductive, enough people will be ready to move on that they won't vote to extend time any further.

Is it particularly burdensome to become a member? High dues? Strict eligibility that few can meet? Limited pool of potential members? Could each of the current members round up one good friend (okay, that gets to 148, so two people need to get two friends) to do them a favor and join long enough to hit 150 and help you amend the bylaws?

P.S. And if it was a board meeting rather than a membership meeting, then the non-board-members weren't necessarily entitled to speak, and thus a censure might not be warranted.

I agree with the comments above that there's not a time limit on the motion to censure. If your leadership says it would be out of order at a future meeting, ask them to provide you with a citation which says so. Any time someone gives you the Prego defense ("It's in there!"), it's asking you to do the impossible and prove a negative, so flip it and ask for their citation. If it's in there, they should be able to show you. My question to confirm whether it was a membership meeting or a board meeting is precisely because of a particular element of the timeliness requirement for a point of order, as referenced by Mr. Kapur. If it was a membership meeting, but the members were not allowed to speak to raise points of order because they couldn't control their microphones, then the situation might be one of the timeliness exceptions which would allow a point of order to also be raised at a future meeting. RONR (12th ed.) 1:1 says one of the requirements for a deliberative meeting is (2nd bullet point) is the opportunity for simultaneous aural communication among all participants. 23:6 lists the exceptions to the timeliness requirements, including (e) which says any action taken in violation of a rule protecting a "basic right" of an individual member with references to 25:7 and 25:10-11. 25:11 provides more detail on what the "basic rights" of an individual are, and it lists the right to attend meetings, make motions/nominations, speak in debate, give previous notice, or vote. In other words, if members were at times denied the right to speak in debate so that they could raise points of order, etc., then a point of order could be raised at a future meeting about something that was adopted under those conditions. Thus my question about whether it was a membership meeting or a board meeting, as that establishes who had a right to participate/speak.

I presume that the meeting was a meeting of the organization's membership, and not a board meeting? It makes a difference in who is entitled to participate, so I wanted to clarify.

On a different note, it seemed odd to me that in the quote from the bylaws, a section titled "quorum" was not related to quorum, and it was instead about approving minutes, treasurer's reports, and dues changes. Maybe you only posted the relevant part, and there are other parts that do establish quorum thresholds? I did a double-take on that.