Electronic attendance in an Annual meeting

[toneyuki]

My AOAO has an annual owners meeting coming up and I wanted to participate via computer teleconference.

Researching the Hawaii statute and our by-laws, I think I found the precedent that says this is OK. But in recent communications with the management company, they have told me that I can't. Representation has to be in person or through proxy only.

I was wondering if RONR has any guidelines for this.

The passages in the the HRS is as follows

514b sec 121 D

(d)

All association meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised. If so provided in the declaration or bylaws, meetings may be conducted by any means that allow participation by all unit owners in any deliberation or discussion.

And 125 C (board meetings, but I think it sets a precedent)

©

All board meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised. Unless otherwise provided in the declaration or bylaws, a board may permit any meeting to be conducted by any means of communication through which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. If permitted by the board, any unit owner may participate in a meeting conducted by a means of communication through which all participants may simultaneously hear each other during the meeting, provided that the board may require that the unit owner pay for the costs associated with the participation.

The wording in the by-laws are also the same.

[Thomas Ralph]

Neither of you are correct. Representation has to be in person. No proxies. Adoption of RONR is sufficient to exclude any excludable statute that allows for teleconferencing etc.

[toneyuki]

Neither of you are correct. Representation has to be in person. No proxies. Adoption of RONR is sufficient to exclude any excludable statute that allows for teleconferencing etc.

Our by-laws allow proxy voting.

The question is what is the definition of "in person"

From what I understand, any means that allows me to hear and be heard simultaniously (sp?) is considered in person.

[Larry Cisar]

Neither of you are correct. Representation has to be in person. No proxies. Adoption of RONR is sufficient to exclude any excludable statute that allows for teleconferencing etc.

I will take the opposite position as laws supersede anything in RONR. The order is Law, Charter, Bylaws and then RONR.

[Dan Honemann]

You cannot participate in membership meetings via computer teleconference if nothing in your declaration or bylaws permits it (and apparently there isn't anything that does).

Whatever your bylaws say about participation in board meetings is irrelevant.

[hmtcastle]

The question is what is the definition of "in person"

From what I understand, any means that allows me to hear and be heard simultaniously (sp?) is considered in person.

That's incorrect. "In person" means in person.

The rules and laws you cited merely give an organization (or a board) permission to hold meeting via teleconference if it chooses to do so. That would require explicit authorization in the bylaws, something your organization does not provide. In other words, the laws simply says it's not prohibited. It doesn't say it's required.

[toneyuki]

Thanks everybody,

I think that answers that.

Since there is nothing in the bylaws directly regarding video conferencing, can the board approve it if they want to, or would the bylaws have to be amended?

Also I am unclear about amending the by-laws

it says "affirmative vote of seventy-five percent of Apartment owners at any meeting of the association duly called for such purpose..."

Does this mean 75% of those present? Or 75% of the total owners?

[hmtcastle]

Since there is nothing in the bylaws directly regarding video conferencing, can the board approve it if they want to, or would the bylaws have to be amended?

Also I am unclear about amending the by-laws

it says "affirmative vote of seventy-five percent of Apartment owners at any meeting of the association duly called for such purpose..."

Does this mean 75% of those present? Or 75% of the total owners?

The bylaws would have to be amended to permit meeting via teleconference. These articles may be helpful: www.aipparl.org/pdf/AIPemeet5.PDF.

75% of owners means 75% of owners.

[toneyuki]

The bylaws would have to be amended to permit meeting via teleconference. These articles may be helpful: www.aipparl.org/pdf/AIPemeet5.PDF.

75% of owners means 75% of owners.

even though it says "owners at any meeting"?

There isn't a comma, so doesn't that make it a continuous phrase? Or am I grasping at straws?

[hmtcastle]

even though it says "owners at any meeting"?

There isn't a comma, so doesn't that make it a continuous phrase? Or am I grasping at straws?

You could argue that the rule is ambiguous and, therefore, subject to interpretation. I'd tend to argue for the more restrictive interpretation . . . but my vote doesn't count.

[Kim Goldsworthy]

Thanks everybody,

I think that answers that.

Since there is nothing in the bylaws directly regarding video conferencing, can the board approve it if they want to, or would the bylaws have to be amended?

No. A board cannot violate a fundamental principle of parliamentary law and allow absentee members (people watching their computer screens from home) to vote.

The absentee members may speak, and may listen. But not vote. You'll need a bylaws amendment to allow absentee voting.

[bylaws say] "affirmative vote of seventy-five percent of Apartment owners at any meeting of the association duly called for such purpose..."

Does this mean 75% of those present? Or 75% of the total owners?

Yes. It means ONE OF THOSE. I don't know which one.

It either means:

(a.) 75% of the owners who are present at this meeting.

(b.) 75% of the owners total, i.e., in the aggregate, who happen to attend this meeting.

• In case #a, if there are 100 owners, and if quorum were to be be, say, "majority" or "51", then #a refers to 75% of 51 (i.e., referring to those present), which is mathematically "38.25", and thus 39 votes is satisfactory to amend the bylaws.

• In case #b, if there are 100 owners, and regardless of the quorum rule, then there must be at least 75 of the 100 owners present in that meeting, with 75 of whom must vote affirmatively to adopt any amendment to the bylaws.

Your ambiguous rule means one of those. - I don't know which one.

[Thomas Ralph]

I will take the opposite position as laws supersede anything in RONR. The order is Law, Charter, Bylaws and then RONR.

I don't have my RONR to hand, but I recall a footnote somewhere that states where applicable law permits proxy voting unless the bylaws say otherwise, adoption of RONR is sufficient to "make the bylaws say otherwise".

[Josh Martin]

I was wondering if RONR has any guidelines for this.

The rule in RONR is that all forms of absentee voting are prohibited unless authorized by the Bylaws or mandated by applicable law. (RONR, 10th ed., pg. 408, line 31 - pg. 409, line 2; pg. 562, footnote) Interpreting your Bylaws is up to your organization. (RONR, 10th ed., pgs. 570-573) Interpreting applicable law is up to a lawyer. A rule which applies to board meetings, however, does not necessarily have any relevance to meetings of the general membership.

The question is what is the definition of "in person"

From what I understand, any means that allows me to hear and be heard simultaniously (sp?) is considered in person.

"In person" means physically in person unless the applicable rules and laws state otherwise.

Since there is nothing in the bylaws directly regarding video conferencing, can the board approve it if they want to, or would the bylaws have to be amended?

The Bylaws would have to be amended. (RONR, 10th ed., pg. 408, line 31 - pg. 409, line 2)

it says "affirmative vote of seventy-five percent of Apartment owners at any meeting of the association duly called for such purpose..."

Does this mean 75% of those present? Or 75% of the total owners?

This is ultimately a question of Bylaws interpretation which your organization will need to decide for itself. (RONR, 10th ed., pgs. 570-573; pgs. 387-392)

I don't have my RONR to hand, but I recall a footnote somewhere that states where applicable law permits proxy voting unless the bylaws say otherwise, adoption of RONR is sufficient to "make the bylaws say otherwise".

The citation you're referring to is in RONR, 10th ed., pg. 414, line 32 - pg. 415, line 2. However, RONR, 10th ed., pg. 414, line 32 - pg. 415, line 2 is not necessarily the final word on the subject and questions regarding applicable law should be directed to a lawyer.

[Dan Honemann]

The rule in RONR is that all forms of absentee voting are prohibited unless authorized by the Bylaws or mandated by applicable law. (RONR, 10th ed., pg. 408, line 31 - pg. 409, line 2; pg. 562, footnote) Interpreting your Bylaws is up to your organization. (RONR, 10th ed., pgs. 570-573) Interpreting applicable law is up to a lawyer. A rule which applies to board meetings, however, does not necessarily have any relevance to meetings of the general membership.

"In person" means physically in person unless the applicable rules and laws state otherwise.

The Bylaws would have to be amended. (RONR, 10th ed., pg. 408, line 31 - pg. 409, line 2)

This is ultimately a question of Bylaws interpretation which your organization will need to decide for itself. (RONR, 10th ed., pgs. 570-573; pgs. 387-392)

The citation you're referring to is in RONR, 10th ed., pg. 414, line 32 - pg. 415, line 2. However, RONR, 10th ed., pg. 414, line 32 - pg. 415, line 2 is not necessarily the final word on the subject and questions regarding applicable law should be directed to a lawyer.

Right on!

[Gary c Tesser]

Right on!

Dan Honemann's post of "today" (20 June '10) @ 4:18 AM (consisting of "Right on!" and a basic smiley) quotes a Josh Martin post of 18 June '10 @ 12:01 PM, but I don't see any. I'm guessing that JM somehow has altered his post of 18 June 2010 at 11:01 AM, seamlessly. Which leaves the reference to 12:01 a mystery. I seem to remember somewhere, maybe in this thread, DHH suggesting that JM edit his post, upon which DHH will delete his own. This new system bollixes me. It feels like *1984*'s Ministry of Truth, whose job is altering history. Which I very much doubt is intended: this is a very much unanticipated consequence. (Unsurprisingly, poster/member Trina seems to label later edits, something like EAL (for "edit added later:), for clarity. I hope this technique catches on, or even that the software will do it automatically Go Trina.)

[David A Foulkes]

Dan Honemann's post of "today" (20 June '10) @ 4:18 AM (consisting of "Right on!" and a basic smiley) quotes a Josh Martin post of 18 June '10 @ 12:01 PM, but I don't see any. I'm guessing that JM somehow has altered his post of 18 June 2010 at 11:01 AM, seamlessly. Which leaves the reference to 12:01 a mystery. I seem to remember somewhere, maybe in this thread, DHH suggesting that JM edit his post, upon which DHH will delete his own. This new system bollixes me. It feels like *1984*'s Ministry of Truth, whose job is altering history. Which I very much doubt is intended: this is a very much unanticipated consequence. (Unsurprisingly, poster/member Trina seems to label later edits, something like EAL (for "edit added later:), for clarity. I hope this technique catches on, or even that the software will do it automatically Go Trina.)

I wonder if it has anything to do with the poster's time zone, and the forum server time zone? I've seen this before, and wondered. Anyway, I'm posting at 3:04pm on the East Coast (I think we're in DST now, but I don't pay attention to that sort of thing once I set my clocks.)

EAL: It's now 3:05pm and this edit did not change the time of the original post.

[hmtcastle]

Dan Honemann's post of "today" (20 June '10) @ 4:18 AM (consisting of "Right on!" and a basic smiley) quotes a Josh Martin post of 18 June '10 @ 12:01 PM, but I don't see any.

It's still there. Make sure you're seeing all the posts (the default setting) and not just following a particular thread (a user-defined option).

[hmtcastle]

I seem to remember somewhere, maybe in this thread, DHH suggesting that JM edit his post, upon which DHH will delete his own. This new system bollixes me. It feels like *1984*'s Ministry of Truth, whose job is altering history. Which I very much doubt is intended: this is a very much unanticipated consequence.

I recall that post as well, to which I responded, "And so it begins . . . ". And that post (i.e. my post) seems to have disappeared too.

And this just days after everyone assured me (in the topic I created about editing posts that had been replied to), that it was a non-issue because everyone here was too professional to stoop to such things.

So I can speak to intent, but the consequences are hardly unanticipated.

[Dan Honemann]

I recall that post as well, to which I responded, "And so it begins . . . ". And that post (i.e. my post) seems to have disappeared too.

And this just days after everyone assured me (in the topic I created about editing posts that had been replied to), that it was a non-issue because everyone here was too professional to stoop to such things.

So I can speak to intent, but the consequences are hardly unanticipated.

And here we went to all that trouble just for your benefit!

[Guest Anthony]

And so it begins!

Thanks for all the help,

On the other blogs I post at, when we change our post we usually put "edit" or "edited"

But the rules aren't strict like the RONR

As far as the original topic of this thread. (way to stay on topic )

The main thing I was trying to find out is if I could participate in a meeting through my computer. I'm not worried about the voting, I just wanted to hear the discusions and ask some questions, since minutes don't give you any idea what was talked about.

[Chris Harrison]

The main thing I was trying to find out is if I could participate in a meeting through my computer. I'm not worried about the voting, I just wanted to hear the discusions and ask some questions, since minutes don't give you any idea what was talked about.

You can listen to the meeting through your computer if the assembly permits it and the technology supports it (which it seems to).