Adrien LaBombarde

Back browsing around here. Been busy. Managed to get elected President of our HOA last September (partly because I actually bothered to read RONR several times through during the months before). Been herding elephants and slapping lids on cans of worms since then. But did manage to set up a special committee to review and amend bylaws. Including insertion of the missing "not," I'm hoping . . . although so far it's remaining difficult to explain to everyone else here why that one word is so essential to the parliamentary authority provision (and strangely, even showing the template in RONR side by side with our existing provision doesn't seal the deal). How can one see the problem?...I mean, how can one not see the problem? Meanwhile, I've a stack of other RONR-related issues that have come to my attention over the past 6 months, so I'll be back around if and when I can find a few spare minutes . . .

Homeowners association, parliamentary authority RONR (11th ed., with the wonky blooper of the missing "not," so I'm looking at all this as if that had been corrected), nothing in our bylaws that touches on the following issue. At our monthly board meeting this past Monday, a director brought a motion to the board for consideration. The motion was poorly worded, so at the suggestion of the presiding officer (our president), the wording of the motion was amended before it was stated by the chair; then the amended version was seconded. Debate ensued on the reworded motion. A vote was taken, and the motion failed. At which point the director who had wanted to raise the issue now re-made his original motion, as had been stated (complete with its poor wording) in his original motion, now bringing it before the board as a "new motion." That "new motion" was seconded, and nobody raised any objection to taking another whack at it, and the presiding officer permitted the "new" unedited version of the motion. Debate ensued. Another vote was taken, and the motion again failed. At which point the director who had wanted to raise the issue now tried a completely new wording, but in every substantive respect in every nature and effect of the issue, amounted to a third whack at the same motion. Need I relate what ensued? . . . including that this third whack was not the final one? ... or that the final result after all whacks, the motion still failed? As I read RONR, this is not at all what our homeowners (or the board, for that matter) should have had to endure. Alright, but what would be the best RONR rule to raise against this? That a main motion can only come before the board one time during any one meeting on any one day? Or are all the additional motions considered dilatory? Or anything else out there? And since the presiding officer did nothing to put a stop to it, should any of the other directors on the board - which had clearly indicated how they would dispose of any and all whacks at this issue - stepped forward with a point of order? And then if either the presiding officer or any other director had put a stop to it via parliamentary procedure, would the director who had been bringing the motion have any recourse other than to bring a new motion at the next board meeting next month...?

Presiding officers seeking authority to ask if any members are of the negative opinion on a motion might want to review item 3 of the rules for preference in being recognized, RONR (11th ed.)., p. 31, ll. 8-17, which not only contemplate the chair explicitly seeking counter opinion, but in appropriate circumstances even giving preference to such opinion when recognizing members seeking the floor during debate (as is recommended in other comment in this thread, which speak of alternating opinions pro vs con, when possible). The chair should remain impartial during a debate; but there are circumstances under which the chair may seek and give preference to opposing opinion without violating impartiality.

Again, thank you. This was the distinction I sought. I feel it to be implicit in everything else RONR has to say about the minutes, but was wishing I could have seen it more explicitly stated that way in the specific rule for what the minutes should say of a motion. But again, thanks to all for the good advice here.

Thank you, all. Yes, my question was specifically directed at RONR, with only the backdrop of the silence of our bylaws on the matter, since I do know we could draft a bylaw that could call for more detail in the minutes. If and when we encounter any effort to draft such a bylaw, I will be strongly opposed, since I thing the RONR approach fair and best. As for having an entire transcript of the debate, eh . . . no, not a reasonable solution; besides, our state law does allow any attendee to record the proceedings of an open meeting, and sets no restrictions against distribution of such a recording, so the information could be obtained outside the minutes. Again, the only question here was about what the minutes should contain. Our bylaws point to RONR, without further elaboration vis a vis the minutes; so I wanted to be certain what RONR says, not any other standard for any other profession. I will point out that - as has been noted in the thread here - my question was raised on this RONR forum, so I accordingly was consciously restricting my focus to RONR. As is frequently the case, legal standards can come into play, and on those points this forum properly notes such areas, but leaves the discussion there to other authorities and other forums. But for the record, our state law on open meetings contains provisions about minutes of meetings that are completely consistent with RONR on the points in question here. And I would not characterize RONR and our state law as "minimalist" in that regard, but rather as "fair" and "balanced." The time for debate is when the motion is on the floor for debate, not for rehashing in biased minutes in an unbalanced, unfair manner after the fact. But one last point: I come from 40+ years of experience in a profession where we don't pose questions in a forum such as this unless we are uncertain of the answer. I was rather familiar with RONR (unlike it appears our managing agent is) regarding the rules for minutes. My question here arose from wondering if, in its requirement of what should be in the minutes, is it proper to read that as being what should only be in the minutes. As I read the responses here from seasoned parliamentarians, absent any modification by our bylaws, RONR requires that the contents of minutes for a motion such as I have here described should be restricted to solely a statement of the actual motion and a statement of actions taken, period.

Under RONR, is it proper for the minutes of a Board meeting for an HOA to include an allegation from one side of a controversy that emerged during a debate of a contentious motion, without inclusion of the other side's contention countering that statement and without any further context? If improper to include such an allegation, what is the recommended way to correct the minutes? - to eliminate that allegation raised within that portion of the debate? or to balance it out with the other counter-statement's contention? or to give greater detail of the full debate? Context is HOA with bylaws that rely on RONR 11th ed. (although those who remember me from a previous question will know that for the time being, we have to interpret the rest of our bylaws in a common sense way until we can re-insert a missing "not" into our parliamentary authority bylaw). Our bylaws contain no specific provision pertaining to minutes, other than that our secretary has the authority to prepare the minutes, so presumably they are to be prepared in accordance with RONR 11th ed. In our February meeting of the Board, a major motion was brought to the floor to remove a Board member, that action being brought under a bylaw requiring 2/3 vote of Board directors present and voting. Debate was rather ragged, in one instance featuring a claim by the defending Board member speaking in his defense. The Board member who had made the motion interrupted without properly gaining the floor, alleging that he had "first-hand" knowledge the defending Board member's contention was false. Draft minutes prepared by the HOA's managing agent contain 3 bulleted items about that portion of the Board meeting - First, a very embellished version of the motion is given, adding significantly more detail than was actually stated in the motion itself. When the vote was actually taken on the motion, the presiding officer did not re-state the motion; and the version of the motion given in the minutes includes content that was not even discussed during the debate. (But that's not my question here; for purposes of this question, presume that the motion as it stood at the time of the vote is being presented in the minutes accurately.) Second, the minutes state that debate was held, a vote was taken, and the motion failed. (The actual vote count is not recorded in the minutes. Similarly, that is not the issue in this particular question.) Finally, in a third bullet after stating the result (i.e., almost as if implying a comment after the debate), the minutes state that [name of officer] stated that [allegation], providing the allegation that was stated by the interrupting Board member (i.e., on the failing side of the vote), without stating the original contention counter to that allegation (i.e., on the winning side of the vote) and without any further context. This highly selective choice of one piece of a much larger, very contentious debate strikes me as the sort of subjective content discouraged from being in minutes that are prepared within the rules of order prescribed by RONR. Comments or suggestions?

We really must. And this is most definitely already one of the recommendations we will be making at an upcoming Board meeting dealing with all this. I myself am still but a RONR virgin. Although my own copy of RONR (11th) is already dog-eared and marked up, I have a Barnes & Noble receipt proving I purchased it only 10 days ago. And my copy of RONRIB is even fresher, although already getting its own dog-ears and notes. I might someday look into taking the necessary education and working for the necessary experience to gain one of those titles for myself. Not yet . . . insufficient time . . . I'm currently winding up a 40+-year career as an expert on pension regulations, so excuse me if I keep my focus on IRC 401(a)(4) or 415 or 404 for the next year or so. And meanwhile, my HOA can't afford to wait until I find the time to attend to it myself; so yes, a PRP or CPP will definitely be high on our shopping list this year.

I do understand that our bylaws take precedence over RONR. (See previous post about how our bylaws screw that one up . . . I do know we need to correct our parliamentary authority to get straight on that essential principle.) Maybe my question here comes down to how far a bylaw goes in taking its precedence over RONR. Our bylaw on removal of a director from the Board says the Board can do so with a 2/3 vote. That tells me that any other rule - majority vote with prior notice, vote by homeowners, or any other process we might find under RONR - is inapplicable to us. Our bylaw says 2/3 of the Board, so that's what decides the removal. But could the President simply call for a vote by the Board and kick a director out if 2/3 agree, without going through the process of motion and second of motion and debate and all the other rules of order in RONR? Our bylaw on removal of directors does not suspend any other relevant rule of order, rather it seems to me to only generically state the basis for removal and to stipulate the vote needed. I admit, I was half-hoping that the scope of our bylaw might leave the process to be settled by section 63 . . . but then again, the reason I posted here was that my own reading of RONR and our bylaws was leaving me in doubt on that score; and now I've pretty much pushed section 63 off to the side. But when notice to the homeowners is required under state law for any major motion to be brought before the HOA Board, can a simply worded provision that only states basis of action and vote threshold override ALL the other procedural rules that would apply to any other major motion? Sorry, but that would give me a rather depressing evening . . . and a lot more bylaw re-drafting ahead of me!

Thank you. And yes, in the end, it comes down to how our organization interprets its own bylaws. I'll still value and appreciate the opinions I see here by those with knowledge and experience on these matters. No disrespect of our organization intended, but we have nobody who does have the knowledge and experience sufficient to reasonably interpret our own bylaws. Our current Board's familiarity with its own bylaws, much less with RONR, and even far more less our state laws, is pitifully nonexistent. As for our bylaw on removal of a director from the board, it appears to have been copied almost verbatim from one of our state laws applicable to corporations . . . but we have no further basis on which to gauge how we should be interpreting what our own bylaw means to do. Which has left us vulnerable to a power-hungry director who is wielding that bylaw against one of our other directors. And yes, I can see through this thread that boards have the freedom to apply provisions such as this one in that manner, but it sure does leave the homeowners - the ones all this is supposed to be protecting - rather at a loss. Just sayin' . . . Anyway, I'll still come hunting for RONR knowledge and expertise here as we continue sorting all this out and move toward re-drafting our bylaws to have them make sense and give us a reasonable basis for decision-making. Thanks again, all.

While true of any organization that relies on RONR and its principles, the particular organization involved here is a homeowners association incorporated under state law and operating under state property law that explicitly imposes some of the notice requirements and other requirements our bylaws have left out of the equation. Ah, except even our state attorney general is quick to point out that we have no agency charged with enforcing those particular laws, so I'm well aware that ours is not the first and won't be the last to have to deal with a board that takes its privileges to extremes, shall we say. But we are steering toward a complete re-write of our bylaws, starting with our nonsensical enunciation of parliamentary authority and settling the proper statement of our director positions and even cleaning up nuances like misnumbered bylaws. So your advice here will be well considered - as to removal of directors, I will be aiming toward having our bylaws provide greater specificity as to how homeowners' rights are adequately protected in the process.

Irrelevant to our practical situation, perhaps. But very much appreciated and valued. With all due respect to our Board, I believe they themselves would openly admit that they do not understand any of this. For its recent attempt to remove one of our director, I firmly believe that they looked no further than the "Removal from Office" provision in our bylaws and took no further thought to any other rule or procedural requirement. Those lined up to vote against the targeted director were contacted in advance, but directors known to support the targeted director knew nothing until the motion was made at the Board meeting. Even the targeted director knew nothing of the proposed action until the motion was enunciated. The motion itself was made during one director's report, not during "New Business"; and even that director's report was moved to the first place on the agenda, ahead of the president's own report, so as to make the motion to remove the director the first business of the meeting. No evidence or detail was given of the charge; the matter came down to a simple "popularity" vote. And the "debate," such as it was, violated nearly every rule in RONR one can conceive of violating, without control by the chair. I apologize for suggesting any proceeding that is meant to be done in compliance with bylaws or RONR to be a "sham." But if bylaws and RONR are meant to be an effective means of reaching a decision while protecting the rights of all involved, then at the very least our board's application of the rules and procedures leave very much to be desired.

In due course . . . and if they don't lynch me for simply trying to get us back on the even keel we were on for 28 years until the past 2 years, when a small but influential minority of our recent Board has turned our entire HOA upside down. The majority of homeowners don't want this recent circus - they want their old HOA back. But part of that process might have to start with getting our by laws, our covenants and deed restrictions, and just about every rule and regulation going back to our original Articles of Incorporation put in order. Let's start my list. For now, we're the HOA with bylaws that include -- Two articles numbered "Article VI." I figure that's one of those clerical errors that we should be able to incorporate easily enough into the total re-write I see us heading toward. A statement of Parliamentary Authority that is missing its crucial "not," rendering that provision and most if not all of the other bylaws nonsensical (except via interpretation by common sense). Provisions for terms of office and removal of officers that seem to give rather broad latitude to any of our boards to see "misconduct" as they feel justified in doing. Screwed-up provisions on our Directors that our managing agent never got around to filing with the county over a year ago upon our Board's vote back then, when one Director and associated Standing Committee was completely eliminated, while a separate Director and associated Standing Committee were split into two separate positions and committees . . . our bylaws still state the old Board structure, although our current Board has been operating under its new structure for over a year. Without yet going into detail, don't be surprised to find me asking more questions about RONR and bylaws and procedure and such over the course of the coming 4-6 months. We're aiming to deal with this all in one full action sometime this fall, versus piecemeal month by month....

Unfortunately, I think that is what I'm really asking, since I think that's where our bylaws lead us. The unfortunate part of that being that it pretty much turns our whole process into a sham in which homeowners don't get advance notice of the action, get no explanation of the cause, the debate itself gets turned into a circus, et cetera. But whereas at one stage I thought I could simply point to section 63 the next time they try the same scheme, your conclusion here is confirming my fears - I don't think we have section 63 to fall back on.

To what extent is RONR (11th ed.), §63., “Investigation and Trial,” binding on a homeowners association, the Board of which recently attempted to remove a Director without any apparent interest in applying §63 (or numerous other rules stipulated by RONR, for that matter)? RONR (11th ed.), p.653, ll. 26-34, in the first of two bullets, state – “If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of such a motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined on p. 121) has been given, or (c) a vote of a majority of the entire membership – any one of which will suffice.” As contrasted with the second bullet (further comment below), use of this bylaw wording, together with the appropriate choice of action, appears sufficient to remove an officer, without specification of cause and without recourse to §63. In our by laws, Article II (“Officers”), Section 2 (“Terms of Office”) uses the “or” framework described by this first RONR bullet – “The . . . Directors of . . . Operations . . . shall be elected in odd numbered years and shall serve for a term of two (2) years or until their successors are elected.” However, our by laws also include a specific provision directly addressing removal of an officer: Article II (“Officers”), Section 6 (“Removal from Office”) – “An Officer may be removed from office for misconduct or neglect of duty in office by a two-thirds (2/3) vote of the Officers, present and voting. The Officer being removed shall be given an opportunity to be heard by the Board of Directors prior to the vote.” Not only does our by law explicitly limit our options to the first option stated in the RONR bullet cited above, but our “misconduct or neglect of duty” phrase alluding to removal from office with cause doesn’t sound like the no-cause sense of that first bullet in the cited RONR text. So although we have the “or” construction in our statement of terms of office (i.e., thus technically do not fit into the phrase before the ellipsis in the quote I’m about to cite), our provisions that directly relate to removal from office sound a whole lot more along the lines of the second bullet, at RONR (11th ed.), p. 654, ll. 8-13.: “… an officer can be removed from office only for cause – that is, neglect of duty or misconduct – in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held.” If I can give our by laws drafters the benefit of the doubt of knowing what they set up for us (but remember, ours is the set of by laws missing a crucial “not” in its statement of parliamentary authority), it would seem that they do wish to prevent removal of an officer for any reason other than neglect of duty or misconduct, and that they intend further restraint by restriction of method of removal solely to a two-thirds vote of the Board . . . but that perhaps they hope their use of “or” in their by laws setting terms of office give them freedom beyond that point to kick an unwanted officer off the board without advance notice to homeowners, without any advance notice to the targeted Director until the verbal statement of the motion, et cetera, . . . and showing no awareness of or responsibility under §63. Is the fig leaf of that “or” in our terms of office really as huge as they seem to be making it out to be? Or does that crucial "or" pretty much rip sec. 63 out of our HOA's version of RONR?

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.

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.

*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.

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 . . .)

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)?