Ray Harwood

A long-standing tradition, given the customary lack of quorum (if the records are correct, quorum only 3 of the last 10 years), relying on this in the bylaws: Directors elected by the Members after the te1minatio11 of the Declarant Control Period shall serve for a term of one (1) year. Despite the expiration of a director's term, a director shall continue to hold office until the director's successor is elected, designated or appointed and qualified, until the director's resignation or removal or until there is a decrease in the number of directors. Board members stay on until an election can be held. I'd say it's probably a good fiduciary decision to not try to hold another election before the next annual meeting, given the postage and copying costs plus the likelihood of another failed quorum. It's been hard getting new blood, but we've been lucky enough to have one person express interest around the time of each of the four resignations in the last 5 years, and the existing directors follows the Vacancies section of the bylaws, which says: [Declarant language omitted] ... any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum or by a sole remaining director, and any director so chosen shall serve the remainder of the term of the director he replaces. Any newly created directorship shall be deemed a vacancy. If by reason of death, resignation or otherwise, the Association has no directors in office, any officer or Member may call a special meeting of the Members for the purpose of electing the Board. A final note: Most management companies (those serving the HOA industry) and most HOA attorneys know little (or are blatantly misinformed) of parliamentary processes, and their guidance to directors is often non-existent or just wrong. As I've pointed out in many meetings at various levels of NAP, with 10,000 HOAs in Arizona alone, and an average of 5 directors per board, there's a pool of 50,000 people just in my state who should be interested in a "parliamentary kindergarten/literacy" course, but with less than 75 members in the state association, I can't get traction on an effort to develop a course which isn't focused on making NAP members out of students. Fortunately I'm starting to gather some interest in doing this privately.

Thanks to all who participated in this discussion, as it seems to answer all the questions I have. My HOA annual meetings have been inquorate in 2019, 2020, and 2021, so at this year's annual meeting we will have minutes from 2018 (the last quorate meeting), 2019, 2020, and 2021 to approve. I will present a motion to create a Special Rule to authorize the Board to correct if necessary and to approve the meeting minutes of any member meeting. But I also had a "long term" thought: Could/should RONR 40:7 be modified to permit those attending the inquorate meeting to approve their own minutes prior to adjourning? Or this situation could be addressed in RONR 48:12 with a statement such as "Members at an inquorate meeting with no meeting in the next quarterly time interval may write brief meeting minutes, and those present can approve the minutes prior to adjournment." (Or both 40:7 and 48:12.) This approach avoids the potential business of selecting an approval committee or authorizing the board or some other body to approve after the fact. Who better to document the actual actions taken at an inquorate meeting other than the (few) that actually attended? Obviously a special rule designating someone to approve the minutes is a better approach... but nobody thought to do that here, now we're stuck with 4 years of minutes to approve. Even with this approach, the minutes from 2018 - if not approved prior to adjournment and without such as special rule - would still be unapproved, but at least the subsequent minutes could be designated Final.

Agreed... but as evidence that a meeting was held, in case a member chose to compel a meeting in accordance with ARS 10-3703, the minutes are an essential defense. Not that anyone cares enough to get a judge to compel a meeting... but you know -- it could happen! A. The court in the county where a corporation's principal office is located, or if the corporation has no principal office in this state, the court in the county where the corporation's known place of business is located, may summarily order a meeting to be held on application by any of the following: 1. Any member, if an annual meeting was not held within fifteen months after its last annual meeting. I was focused on the minutes of inquorate meetings, yes... but in preparing my script I realized exactly that -- Aha, there's one more set from 2018! It is only slightly less brief, and not much more interesting... but nevertheless, an essential corporate record. Thanks for the thoughtful response.

Background Homeowners associations are perhaps notorious for lack of member attendance at annual member meetings. With two previous years (2019 and 2020) of inquorate meetings, it is likely that this year's meeting will also be inquorate, as predicted by the number of absentee ballots on hand. (Arizona statute ARS 33-1812(B) states "Votes cast by absentee ballot or other form of delivery, including the use of e-mail and fax delivery, are valid for the purpose of establishing a quorum.") FYI: The quorum is set by the bylaws as 1/10 of the number of lots; with 345 lots, there's only twice on record of ever meeting a 35 member quorum, and one of those had only 8 lots physically represented at the meeting, with the remainder made up of absentee ballots. We will document this year's (apparently inquorate) meeting with minutes, as we have with the two previous inquorate meetings (last year's is attached). There are currently no standing rules for the association (but there are for the Board of Directors), and no provision in the bylaws referring to approval of annual meeting minutes. The provision of RONR 48:12 allows for the assembly "to authorize the executive board or a special committee to approve the minutes", but it would seem that a motion to do so would be out of order at an inquorate meeting (RONR 40:6-10) -- unless I'm missing something. I'm prepared - in the event there is a quorum, this year or ever - to move the creation of a standing rule stating that the board may approve annual meeting minutes, absent any other provision by the assembly of association members (perhaps the members wish to authorize a committee at a future meeting). Question Absent any other provision -- do these prior draft minutes of inquorate meetings continue to sit unapproved and marked DRAFT until such time as the annual member meeting actually has a quorum? Or can the board approve the minutes, noting the inaction/inability of the members to do so and considering the provisions of RONR 49:7? 2020-11-05-DRAFT2-AnnualMeeting-NoQuorum-redacted.pdf

Thanks to you all -- great advice, and helped me come to grips with my first such convention. I started with Robert's Rules at the age of 14 in 1968, a brief need again in the 1999-2001 timeframe on a small board for a PMI chapter. When I decided to join my HOA board in 2017, I figured it was time to get serious and joined the Arizona Agua Fria Unit, of which Al Gage is a member. Now I'm 67 and finally starting to learn the rules! Thanks again for being here. Ray

As I read RONR (12 Ed) 39, I'm trying to discern what level of intent to be dilatory is required, if any. In some circumstances, intent may be difficult or impossible to prove or even discern. Merriam Webster includes the word tending in definition 1, and I am wondering if the whole of RONR would prevent the chair from ruling that a whole series of parliamentary forms (RONR 39:4) has become dilatory. Along with this, I'm reminded of the "often quoted statement" by Henry Robert in Parliamentary Law: A situation arose where an amendment to the bylaws was being considered, with an imposed 15 minute time limit which was unable to be suspended by Standing Rules. The majority of the time was taken up with Requests for Information often responded to with lengthy answers that seemed to go beyond simple statements of fact. Further, the chair permitted one speech against adoption, but seemed powerless to recognize anyone willing to speak for adoption, though numerous attempts at recognition were made. Would the chair have acted properly to, with say only 5 minutes remaining on the 15 minute clock, to say, "We'll take no further Requests for Information until a member has been afforded the opportunity to speak for adoption"? I recognize the chair likely has no obligation to do so. But if I was the chair and chose to rule in this manner, would it have been improper, given that I could not discern intent to cause delay, but observed the tendency of the numerous inquiries to delay the opposing side the "full, free opportunity to present their side of the case"?

Thanks for the discussion – it’s helpful. Both a specific situation and just wanting to understand better. My HOA board (of which I am president) has in fact been meeting electronically since March, and while there is language in both bylaws and Arizona statutes allowing electronic participation in meetings, but neither specifically allows fully-electronic meetings. If nobody ever raises the issue of the validity of our electronic meetings, then they’re assumed to be valid – in my opinion. This too helps clarify. My further question is: Could we, by some mechanism (bylaw amendment – very difficult to do in an HOA setting – or Special Rules of Order), state that any point of order challenge to the validity of a decision must be completed within 1 calendar year of the date of the decision? Or at some point a year or more later is it a valid response that a point of order challenge is dilatory, because specific knowledge and/or documentation of the situation is no longer available? i know it’s impossible to have everything wrapped up in a tidy bow – no matter how much I wish it to be.

I’ve felt uneasy about the last item quoted: “it us under no obligation to do so.” My issue is that absent any subsequent action, the previous action and note under scrutiny remains in effect. Perhaps there is no consensus that the actions were improperly taken. In the absence of a decision to rescind or a decision to censure the action taken for taking an unauthorized action, who is to say that the action was indeed unauthorized or improper? The failure of a motion to ratify is not the same as a motion to rescind the previous decision. There seems to be no motion or guidance to “declare a meeting or motion as unauthorized.”

When should Directors also be Officers? More fully, perhaps: What advantages and disadvantages are there for directors being classed as officers (RONR p 572)? To me it would seem that if a statement such as "Directors shall also be classed as officers" was added to our bylaws, the point would be moot (Wiktionary definition 3) and nothing would change. The remainder is background primarily from another thread and details of my specific situation, for the morbidly curious. Background From the topic Voting out board members. In that topic, there was some discussion about whether or not RONR says that "Directors are officers", with directors as used in section 49's discussion of an executive board (with other names possible), and officers as used in section 47. In that thread, for background: I asked for a reference to this, and several areas were mentioned (by those quoted here, and others): In each text mentioned, it seems to me that the notion of directors being officers is wholly optional: The reference to page 461 line 32 is prefaced by line 31: "Officers sometimes included..." The reference to page 572: "Directors should be classed as officers." The reference to page 576: "usually find it advisable to..." The sample on page 585 works fine for when a society does want the directors to be officers, but it is not required to so classify them Guest Zev and Richard Brown both added comments indicating "ultimately the society has the right to decide whether, under its bylaws, directors are officers", with which I agree. More Details My specific case is a homeowners association incorporated in the state of Arizona. Our bylaws say (or perhaps "We have interpreted our bylaws to mean") that directors are not officers, since they are created/governed by separate Articles, and there is no specific statement that "the directors are officers". Further, duties are allocated to the Board, but not to any individual director: "The duties of the Board shall include..."; and the separate article on officers states: "To the extent such powers and duties are not assigned or delegated to a Managing Agent [...], the power and duties of the officers shall be as follows", with subparagraphs for President, Vice President, Secretary, and Treasurer. Since directors have no duties (other than to attend and participate board meetings -- and even that is implied), our interpretation has been that no director has any authority to act on behalf of the association outside of a meeting, though if a director also happens to be an officer, the powers and duties relevant to that office may be exercised outside of a board meeting. Officers are explicitly (from the first sentence of the article on Officers and Their Duties) "principal officers of the Association", and not officers of the board. I have a Bylaws document I can share, if anyone really wants to see it.

My HOA bylaws provides for a Board of Directors, each member being called a Director. It further provide for Officers such as President, Vice President, Secretary, and Treasurer. There is a clear distinction between the two there. I thought this tracked what I know of the two terms in RONR – though admittedly my knowledge is not a great as many of you. Can you provide a reference where RONR equates a director to being an officer?

As an alternative process, if the bylaws permit, create an office – it could be another Vice President position, or some title for which this person's talents are particularly suited – and appoint her to that office. The special rule of order could then state that all officers are permitted to "participate in board meetings but without the right to vote". (You might consider whether or not they should have the right to make motions, or should only be permitted to participate in debate.) My approach makes the special rule less "about her" and more about non-director officers in general.

If the bylaws read "with at least five days notice, or less with the presence and consent of all directors", then there’d be little argument that the meeting was properly called. (There’s always some argument!) Maybe a bylaws change is in order.

I’m new to a 5-member HOA board, joining last October. Custom has allowed previous board members to start research on a (typically small) project at a meeting without a motion. I’m looking for both a proper and effective means to accomplish this more formally. [Note: I attended board meetings as a homeowner for over a year prior to becoming a board member. Board knowledge of and adherence to parliamentary rules was noticeably lacking.] An example: a board member might say (did say!), "I think the outdoor bulletin board at the park looks weathered beyond repair, and would like us to consider replacing it." After general agreement that the existing item looks horrible, a consensus decision (no motion) is made that the community manager should investigate and obtain bids. Magically, the item shows up as New Business at the next regular meeting. Eventually (often after too many intervening meetings with discussions under Unfinished Business and more research) someone does make a motion, "I move that we replace the bulletin board by accepting the proposal from The Bulletin Board People for $800 to come from Operating Funds, Repair & Maintenance." I know keeping this under Unfinished Business without a motion is improper. And on one occasion I moved to refer a "potential project" to committee for further research and recommendation, with some success. But in most cases the other board members want to keep such things under their control and on the agenda, from start to finish. I’ve struggled to find a good and proper way to add some structure to the numerous projects that continue to be initiated. (1) Would a motion to "research options for replacing the bulletin board" be appropriate in the early stages, followed at some point by a "motion to substitute" with language to accept a bid? Or better to (2) make a motion related to the final desired outcome, "I move we replace the bulletin board at the park," followed by a request for the community manager to do some specific research, then to postpone the item to the next meeting? I’ve also considered (3) scheduling a Working Session before (or during?) each meeting for informal discussion of potential actions, and assigning a motion to someone once the working session has enough information to take substantive action. As with many HOAs, community participation is minimal, so most committees are comprised of board members, many of whom seem to consider "committee work" to be an unnecessary adiotional effort "when we can just discuss this stuff at the board meeting". So, the other board members are fine doing it "the way we’ve always done it." And while it does seem to work for some things, it seems impossible to "kill" a project whose research never reveals an acceptable solution. (The board is still talking about possible solutions to the bulletin board, which started out on the agenda months before I joined the board last October.) Thanks in advance for both technical and practical solutions. Ray

Related to this thread, I’ve wondered: "What may be listed under the topic of New Business on an agenda distributed in advance?" When I recently had to call a Special Meeting, we did list some items from the call of the meeting under New Business. But for a Regular Meeting, is it ever appropriate to list items under New Business? For my HOA board, it has been customary for board members to be able to ask the community manager (who prepares the agenda) to include items under New Business, but now I’m thinking that isn’t proper… unless there are rules specifying under what conditions they are allowed. And I’m assuming those would be Standing Rules, since the preparation of an advance agenda is an administrative task – but I could probably be convinced to think it’s a Special Rule of Order.