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Guest Toa Teine

Can the Presiding Officer Quelch a Motion?

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Guest Toa Teine

Aloha e kakou, Aloha to all of us!  (The Hawaiian language has Inclusive Pronouns.)

Anyway, our Home Owners Association recently held its annual owners meeting.  The meeting met its quorum threshold, using proxies.  The presiding officer was not the usual Board of Directors President but rather a Parliamentarian routinely hired by the management company to conduct these meetings. He read from a prepared script and presided over all business at hand including elections of board directors.  The Board President and other directors said nothing during the official part of this meeting, other than to campaign for reelection. 

 

At this meeting, the proxy of one owner attempted to move to amend the Bylaws.  According to the Association documents, and possibly state law, the Bylaws can only be amended by a majority of the owners, either 67% or 75%.  The Parliamentarian refused to accept the motion, claiming, among many things, that the motion had not been introduced before the meeting, that it needed to be first drawn up by an attorney, although the person making the motion is an attorney.  Ultimately, the Parliamentarian refused to consider the motion because he could not ensure that the motion would not fail.  Excuse me? 

Questions:  Is this how a presiding officer is supposed to behave?  I searched the Rules of Order and elsewhere to find out if quelching a motion is appropriate for the presiding officer, without success.  Is it appropriate?  This Parliamentarian is well known locally, a PRP and a member of the NAP. 

 

I have another question about this same meeting, but will start a separate thread to keep this short and not mix topics. 

Your insight is appreciated.  Mahalo nui loa.  Thank you very much. 

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The answer(s) to your questions probably depend on the rules in your bylaws. 

Chances are that a proposed bylaw amendment must be sent around to all the members (Home Owners) some period of time in advance, called a notice..  From what you say, it doesn't sound as though this happened.  Your presiding officer was (presumably) familiar with your bylaws and simply ruled the motion to adopt the amendment as out of order since the process would be in violation of your bylaws had it continued.

Sounds like your presiding officer was doing his job just right.  But check your bylaws - possibly in a "Covenant".

 

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I beg to differ.  I have read our Bylaws numerous times and there is no such provision, along with the Declaration, which deals with physical property, and the state condo laws.  No document entitled "Covenant" was included in the reams of documents provided upon acquiring the property. 

My question was about whether or not a motion can be quelched by a presiding officer.  Especially since, as it seems, the presiding officer was reaching for any reason to prevent the motion's consideration.  I am asking because I am not familiar with Roberts Rules of Order, but I am very familiar with the law and our association's governing documents and none of them address the Parliamentarian or presiding officer quelching a motion. 

As for "notice", yes, in the past when the Bylaws or Declaration were changed, outside of the annual meeting, owners' permission was sought by snail mail.  But this was an OWNERS Meeting and we had a quorum of owners present.  I can see no reason why the motion could not be entertained at that time.  Instead, it was pretty much a one-way informational meeting with owner participation in official business tacitly discouraged. 

You had to be there. 

 

Incidentally, I used to live in Alexandria/Lincolnia before returning to Hawai'i.  My husband spent his high school years living in the Swan Creek area right on the Potomac.  Understand the house was originally built as some sort of day trip amusement park back in the day.  It's probably been replaced by some McMansion by now. 

 

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2 hours ago, Warrior Woman said:

I beg to differ.  I have read our Bylaws numerous times and there is no such provision, along with the Declaration, which deals with physical property, and the state condo laws.  No document entitled "Covenant" was included in the reams of documents provided upon acquiring the property. 

My question was about whether or not a motion can be quelched by a presiding officer.  Especially since, as it seems, the presiding officer was reaching for any reason to prevent the motion's consideration.  I am asking because I am not familiar with Roberts Rules of Order, but I am very familiar with the law and our association's governing documents and none of them address the Parliamentarian or presiding officer quelching a motion. 

As for "notice", yes, in the past when the Bylaws or Declaration were changed, outside of the annual meeting, owners' permission was sought by snail mail.  But this was an OWNERS Meeting and we had a quorum of owners present.  I can see no reason why the motion could not be entertained at that time.  Instead, it was pretty much a one-way informational meeting with owner participation in official business tacitly discouraged. 

You had to be there. 

 

Incidentally, I used to live in Alexandria/Lincolnia before returning to Hawai'i.  My husband spent his high school years living in the Swan Creek area right on the Potomac.  Understand the house was originally built as some sort of day trip amusement park back in the day.  It's probably been replaced by some McMansion by now. 

 

If a motion is made that is not in order, it is the presiding officer's duty to rule it out of order. We really have no way of knowing if this was or was not the case.

If your governing documents or applicable law require previous notice of motions to amend the bylaws, and if such notice had not been given, or if the motion was, in fact, out of order for some other reason, then the presiding officer should have ruled it out of order. We weren't there, and, as you say, "You had to be there."  :) 

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Warrior Woman  and  guest ToaTeine (I'm assuming you are the same person):  What do your bylaws say about the process for amending them?  Usually bylaws contain  a separate numbered section regarding amendments near the end of the bylaws.  It is usually the last or next to last section.  Your bylaws, being for a homeowners association, were almost certainly carefully and professionally drafted.

In all likelihood, your bylaws contain a section about amending them and I'm willing to  bet that previous notice of some sort is required for proposed bylaw amendments.  There is always a chance that your bylaws are completely silent regarding previous notice of bylaw amendments, but that would be very rare for something like a homeowners association.  If they (or state law) require previous notice and it wasn't given, the chair was correct to rule the proposed amendment out of order.  If they (and  state law) are silent as to previous notice, then he may have been incorrect.... but he might also be aware of such a rule in some other document that you don't know about.    There is also a chance that he just assumed previous notice is required because that is almost always the case with homeowner associations.

btw, if your bylaws are indeed silent about the process for amending them, then the provisions in RONR would control if it is your parliamentary authority.  RONR provides very specifically that previous notice of bylaw amendments is required unless the bylaws provide otherwise.

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I find it curious that the original poster conveniently failed to post the method of amendment of the bylaws.

Given what we know about Hawaii homeowners associations in that they are probably the most-heavily regulated HOAs in the United States, the likelihood that the bylaws are silent as to the method of amendment is zero.

Given that the chairman suppressed the motion due to no prior-introduction, that fact by itself suggests that previous notice is a requirement.

All the original poster need to verify this is to read the method of amendment. -- Or, to ask the parliamentarian directly, i.e., make a phone call to the parliamentarian and ASK A QUESTION about "previous notice". I don't think the hired parliamentarian has an unlisted telephone number. I don't think the parliamentarian would unsure about the meaning and application of "previous notice."

***

Such a simple solution is at hand, and yet the original poster is looking the other way. -- Why?

Why not just turn to the last page of the bylaws, and read the method of amendment?

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