annual meetings

[Guest Sharon Hughes]

My subdivision Association is approaching its annual meeting. This has been a difficult year, with an out of control Board Chairperson and a LOT of unnecessary spending - not always Board approved. The membership is hoping to move that the Board must place a one year moratorium on non-emergent construction projects. Is it possible for a majority vote of members, at an annual meeting, to create such a motion and have it binding on the Board of Directors for one year?

Our bylaws don't have any position on this. I thought I saw something in Robert's Rules (our secondary authority) but can no longer find it. Can anyone help?

[Josh Martin]

Is it possible for a majority vote of members, at an annual meeting, to create such a motion and have it binding on the Board of Directors for one year?

So long as the board does not have exclusive authority in this area, such a motion is in order and is binding on the Board of Directors. See RONR, 10th ed., pg. 466, lines 9-12.

[Guest Sharon Hughes]

Ok Let me go one step further

At the Annual Meeting, Is it possible for the Assembly to remove a Board member (President) from the Board for violations of the Bylaws and RROR, IF the Board members themselves don't want to do that. This seems to be because the current Board, although they complain about him, are not interested in open opposition to the Pres. but the President has created a totally toxic situation between members and the Board.

OR since our bylaws allow the Board to remove a member, is this something reserved for the Board alone?

I thought I read that a 2/3rds vote by the Assembly could do something like this but it might have been wishful thinking

[Josh Martin]

OR since our bylaws allow the Board to remove a member, is this something reserved for the Board alone?

If your Bylaws have a customized process to remove a board member, that process must be followed. You may wish to amend your Bylaws so the board does not have exclusive authority in this regard.

I thought I read that a 2/3rds vote by the Assembly could do something like this but it might have been wishful thinking

This is sometimes the case (see FAQ #20), but not when your Bylaws have a customized procedure for discipline.

[Guest Sharon Hughes]

Last question, I hope. With regard to the Annual meeting, a member of our group says that we have the right to appoint a Chairperson for this meeting even if it is someone other than the Association President. This is not mentioned in the bylaws. I was told that the membership can appoint a Chair for the meeting who will ask for committee reports, the minutes and the treasurers report/budget to be given to the membership. The feeling is, that this outsider/nonboard member, will also call for the election of new Board members. I've tried to find a RROR comment supporting this but can't.

Although it would be beneficial to have a Chair appointed for that one meeting, is this even possible, without the approval of the Association President. Was my friend dreaming?

[Josh Martin]

Although it would be beneficial to have a Chair appointed for that one meeting, is this even possible, without the approval of the Association President. Was my friend dreaming?

Your friend is correct, although you will need a 2/3 vote to pull it off. See Official Interpretation 2006-2 for more information.

[Gary Novosielski]

Last question, I hope. With regard to the Annual meeting, a member of our group says that we have the right to appoint a Chairperson for this meeting even if it is someone other than the Association President. This is not mentioned in the bylaws. I was told that the membership can appoint a Chair for the meeting who will ask for committee reports, the minutes and the treasurers report/budget to be given to the membership. The feeling is, that this outsider/nonboard member, will also call for the election of new Board members. I've tried to find a RROR comment supporting this but can't.

Although it would be beneficial to have a Chair appointed for that one meeting, is this even possible, without the approval of the Association President. Was my friend dreaming?

Yes, you can Suspend the Rules (2/3 vote) and appoint a different chair pro tem. But this person would only have the power to preside over meetings. As a non-member he could not make motions, speak in debate, or even vote to make or break a tie, because non-members have none of those rights. He also would not not have the power to "call for" anything (except possibly a taxi or a pizza), much less order the election of new Board members.

[Josh Martin]

He also would not not have the power to "call for" anything (except possibly a taxi or a pizza), much less order the election of new Board members.

I take it that since this is the annual meeting, elections are already called for in the Bylaws, and the poster simply meant that the Chairman Pro Tempore would conduct the election.

[hmtcastle]

As a non-member he could not make motions, speak in debate, or even vote to make or break a tie, because non-members have none of those rights.

Though I'm not sure Ms. Hughes wasn't referring to a non-member of the board as opposed to someone who is not even a member of the organization. Not that, as you indicate, it's not possible to appoint such a person to act as the presiding officer, just that I think most people would either think that it is (not possible) or simply not even consider it.

[Gary Novosielski]

Though I'm not sure Ms. Hughes wasn't referring to a non-member of the board as opposed to someone who is not even a member of the organization. Not that, as you indicate, it's not possible to appoint such a person to act as the presiding officer, just that I think most people would either think that it is (not possible) or simply not even consider it.

Good point. Just to be clear, the chair (permanent or pro tem) has no right to vote if he is not also a member of the body which is meeting. Sometimes an outside moderator is hired (or invited) to chair a meeting, which is why this comes up at times. If the chair pro tem is a member of the assembly (whether he is a member of the board or not) he can vote in the assembly, subject to the usual proprieties with respect the appearance of impartiality.

[Guest Guest]

I read the note about appointing a temporary chair for an annual meeting. My question is at what time during the meeting can this be done, and how does one obtain the floor to make such a motion when the President is the one who opens the meeting and who rules with an idiosyncratic fist.

[Chris Harrison]

I read the note about appointing a temporary chair for an annual meeting. My question is at what time during the meeting can this be done, and how does one obtain the floor to make such a motion when the President is the one who opens the meeting and who rules with an idiosyncratic fist.

See Official Interpretation 2006-2 and this script for details on how to Suspend The Rules to have someone else preside even if the President is there and wants to preside.

[David A Foulkes]

And, unless I'm wrong, you can handle this at any time during the meeting, not exclusively at the very beginning. Not sure if you must wait until your President calls the meeting to order or not before you move to Suspend the Rules. Meetings can be called to order in the absence of the regular presiding officer (typically the President) by some other member, often the Secretary. But if the President is there at the time mandated to start the meeting, it may just be his right to do so. Then, launch your volley. Good luck.

[Chris Harrison]

And, unless I'm wrong, you can handle this at any time during the meeting, not exclusively at the very beginning. Not sure if you must wait until your President calls the meeting to order or not before you move to Suspend the Rules. Meetings can be called to order in the absence of the regular presiding officer (typically the President) by some other member, often the Secretary. But if the President is there at the time mandated to start the meeting, it may just be his right to do so. Then, launch your volley. Good luck.

I would say that it has to be done after the meeting is called to order since no business can be conducted prior to the meeting being started. Also, it is the duty of the presiding officer to call the meeting to order and I think it would be improper for another member to do so unless the President, VP, and Secretary are either absent or being derelict in their duty to do so.

[David A Foulkes]

I would say that it has to be done after the meeting is called to order since no business can be conducted prior to the meeting being started. Also, it is the duty of the presiding officer to call the meeting to order and I think it would be improper for another member to do so unless the President, VP, and Secretary are either absent or being derelict in their duty to do so.

Ha ha ha. I can see now how my brain had a "slight" disconnect with my fingers, as I clearly implied that Suspending the Rules before the meeting was called to order was a possibility. That clearly requires a bylaw-level rule. And of course, I'm joking there.

I was thinking (which is when I most often get into trouble) that someone else could call the meeting to order to get to the point of Suspending the Rules, but of course, that itself would be inappropriate if the President is there at the appointed time and proceeds accordingly. Thanks for your courteous correction.