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Article VI of the By Laws for my incorporated Homeowners Association, "Parliamentary Authority," is missing the "not" found in the RONR model -

"The rules contained in the current issue of Robert's Rules of Order, Newly Revised shall govern the proceedings of the Association in all cases in which they are inconsistent with these Bylaws or those of the Articles of Incorporation." 

(emphasis added) ... i.e., versus the more logical model, "in which they are not inconsistent" (emphasis again added)

At the very least, this seems to set up an endless loop with respect to parliamentary authority itself: our bylaws defer to RONR, which defers to our bylaws, which defer to RONR, et cetera.

As crucial if not more so, since our bylaws are near-silent on removal of a Board director, this parliamentary authority construction of ours seems to point us very heavily to Chapter XX of RONR (11th ed.) . . . which was completely ignored by the Board in an effort this past month to remove one of our directors from the Board.

Back to our bylaw on Parliamentary Authority, I have two questions --

(1)  As it stands, does our bylaw on Parliamentary Authority even have any force whatsoever, since it seems openly inconsistent with RONR, but then by its own terms would itself be stating that RONR is thereby applicable . . . ?

(2)  If we were to decide to "correct" this particular bylaw to include the missing "not," would we need to go through the full process usually required for amendment of a bylaw? or can a case be made that ours is an error as obvious as a misspelled word or a missing comma (although even those errors are not necessarily incidental)?

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13 minutes ago, Adrien LaBombarde said:

If we were to decide to "correct" this particular bylaw to include the missing "not," would we need to go through the full process usually required for amendment of a bylaw?

Yes.

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Do the minutes of the meeting at which that clause was adopted exist?  If so, review the minutes to see if the "not" hole existed there.  

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1 minute ago, George Mervosh said:

Do the minutes of the meeting at which that clause was adopted exist?  If so, review the minutes to see if the "not" hole existed there.  

I'm working to try to research when and where the "not" went AWOL.  My 5-year-old version of our By Laws - which has since then been amended several times - had the "not" missing then, so either it has been that way since our beginning (some 30+ years ago), else went wandering since then.

As for minutes of our meetings . . . well, that's another story altogether.  Being an incorporated HOA with myriad legal implications, versus a casual club with looser constraints, one would expect far better than what we typically see here.  Suffice it to say that if I find a prior version of our By Laws that has the missing "not," the minutes of any subsequent Board meeting might be completely silent of any decision to remove it.  Which in our case wouldn't necessarily tell me that formal action to amend that by law was or was not taken, rather might only tell me that our minutes were once again rather deficient.  Leaving us, I think, in the position I believe us to be: (1) I don't think it wise to leave our provision as it stands, since it makes no logical or practical sense; and then (2) However it got the way it is, I'm hearing that we would need to bring this before our entire Association, versus just having a lawyer fix it or merely having the Board pass a resolution, since our By Laws would require such a full consideration by a quorum of our entire community.

(And they're NOT going to even understand how crucial this can be . . .)

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2 hours ago, Adrien LaBombarde said:

As for minutes of our meetings . . . well, that's another story altogether.  Being an incorporated HOA with myriad legal implications, versus a casual club with looser constraints, one would expect far better than what we typically see here.  Suffice it to say that if I find a prior version of our By Laws that has the missing "not," the minutes of any subsequent Board meeting might be completely silent of any decision to remove it.  Which in our case wouldn't necessarily tell me that formal action to amend that by law was or was not taken, rather might only tell me that our minutes were once again rather deficient. 

Either you have these minutes or you don't. Which is it?

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4 hours ago, Daniel H. Honemann said:

Either you have these minutes or you don't. Which is it?

*sigh* ... if only it were that simple here in our HOA.

So far, the answer on that one is: Nobody who has any of the records knows.

I'm trying to pore through 30 years of monthly minutes, but so far haven't even been able to get my hands on the original set of bylaws from 30 years ago, if but to ascertain whether the "not" has been missing from the very outset.  And if it was missing then, I am quickly having strong doubts about ever finding any smoking gun about whether that was a conscious decision versus a clerical transcription error.  Or conversely, if that "not" was dropped somewhere along the way the past 30 years, finding any action in any minutes is pretty unlikely, given the sad sorry state most of our minutes are in.

As but one recent example, over a year ago one director on our 11-member board was eliminated, a different board director's duties were split out to create a new board member to reconstitute the board as an 11-member board differently organized, and standing committees were reassigned accordingly.  Our HOA managing agent never filed the new bylaws with our county, so the latest version of our bylaws printed this year don't match the county's official version, don't match the makeup of our active board . . . and without going into further details on that, the distinction is rather a major one in our instance, a golf course and separate corporate entities and such being involved.  All of which is irrelevant, except that in our HOA's environment of playing rather loose with RONR, I have very slim hopes of ever tracking down where our parliamentary authority's "not" went missing, either in minutes or anywhere else.  I suspect I'm going to have to eventually forget the past and move forward to take the necessary steps to correct our bylaw on this one, since our parliamentary authority is backward as it currently stands.

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I would recommend bringing an amendment to insert that "not" into the bylaw.  Apparently, you cannot determine if this is a clerical error, so the amendment is in order.

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4 hours ago, P. Wanger said:

I would recommend bringing an amendment to insert that "not" into the bylaw.  Apparently, you cannot determine if this is a clerical error, so the amendment is in order.

Yes, it's looking like a formal amendment of our Parliamentary Authority bylaw is going to be necessary, since we're finding no evidence of that "not" being dropped by accident.

Now, to figure out how to explain this to our homeowners, who will need to approve this amendment to our bylaws.

It seems pretty simple to me, since I believe the missing "not" to render almost everything else in our entire set of bylaws to be rather irrelevant, always taking a backseat to RONR despite what a set of bylaws is intended to serve as.  But then again, I've worked for more than 40 years as an expert on pension regulations under the Internal Revenue Code, so I know what a missing "not" can mean.  Putting it in terms that will be "not inconsistent" with the interests of our homeowners, that's the next challenge.

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The notice of the proposed bylaw amendment can include the rationale.for recommending its adoption.  A well written short explanation would be best, but I never underestimate the craziness found in HOAs.  Good luck.

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I agree with the responses above, but would add that, unless and until the bylaws are amended, this is ultimately a question of interpreting the bylaws, something only your organization can do. Your membership is the ultimate authority unless someone takes the matter to court.   Although I agree that the bylaws should be amended to insert the missing "not", until that is done, your organization must interpret the bylaws as currently written.  It seems quite reasonable to me that the assembly would take the position that the missing "not" is clearly a typographical error and that the body would interpret the bylaws in such a way as to honor what the society believes is the true intent of the bylaws.  To interpret the bylaws literally as currently written leads to what I believe is a nonsensical and absurd result.

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1 hour ago, Richard Brown said:

...To interpret the bylaws literally as currently written leads to what I believe is a nonsensical and absurd result.

I completely agree that without that "not," the statement leads to illogical results . . . so I agree with the sense in this thread that we need to amend our bylaw; and since we can find no clear evidence of a clerical error, I'm hearing that we will need to fix this via a formal amendment to our bylaws.

Due to other matters, such a formal amendment will be rather unlikely to move forward before October 2017.  So your advice about how to interpret our own bylaws' Parliamentary Authority in the interim is rather well given: we'll need to use common sense, so as to give our own bylaws precedence over RONR to the degree of any inconsistency (obviously, other than that one particular inconsistency of our missing "not").

So here's a scary thought: I researched this whole thing not only here, and in RONR and RONRIB and related content, and not only in as much of our own community's files as I could get my hands on, but also out on the Internet.  And I did find that we are far from being alone.  Rather a scary number of organizations that have posted their bylaws online have a Parliamentary Authority provision that drops that "not" in the exact same way our bylaws do or else paraphrases the whole provision into something that has the same illogical effect as ours.  So if nothing else, a warning to all: do NOT create your own bylaws by copying someone else's bylaws without very careful consideration of RONR guidance.

Anyway, thanks to all who helped me out on this thread.  When we have our own bylaws fixed, I'll come back around to report.

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To follow up on that advice:  in creating your own bylaws, the easiest way to handle the parliamentary authority part is to copy the language from your parliamentary authority.

 

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On 3/3/2017 at 0:53 PM, Richard Brown said:

Although I agree that the bylaws should be amended to insert the missing "not", until that is done, your organization must interpret the bylaws as currently written.  It seems quite reasonable to me that the assembly would take the position that the missing "not" is clearly a typographical error and that the body would interpret the bylaws in such a way as to honor what the society believes is the true intent of the bylaws.  To interpret the bylaws literally as currently written leads to what I believe is a nonsensical and absurd result.

I agree with this. Until the bylaws can be properly amended, the omission should be treated as a scrivener's error.

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