John Cummings

On 9/23/2022 at 8:26 AM, Joshua Katz said:

No, and now you have three questions rolled in here.

Legal or illegal: that's a question for a lawyer.

Germaneness: an amendment must, under all circumstances, be relevant to what it is amending. This is regardless of any notice requirement. It may well still be surprising but on topic. If a motion calls for an expenditure of $20,000 and I move to amend it to $25,000, it is germane.

Scope of notice: This applies where notice is required or has been given and has some effect, as to reduce the voting threshold. If notice is required, am amendment outside the scope is out of order. If notice reduces the voting threshold, an amendment outside the scope is permitted, but changes the voting threshold. An amendment is outside the scope if it surprises the absentee - if the absentee would not have known the outcome was a possible one based on the notice received.

I came here with 1 question. And I thought it was a pretty simple example.

Now what I'm hearing is pretty much anything goes as far as amendments. You folks here might think it acceptable to make a last minute change at a meeting which 2/3 of the ownership is not aware of, but I certainly don't.

The good news is that our association has no choice but to separate the actually "ballot voting" meeting from the amendment/discussion meeting, so I really don't need to know what is legal, fair,acceptable, proper, allowed or whatever it is called.  If any amendment unreasonable, the owners will vote it down when the voting ballot comes out 30-60 days later.

Thanks again for the help.  

John

 

On 9/23/2022 at 8:22 AM, Joshua Katz said:

This is not correct. I was addressing scope of notice. Germane amendments may very well surprise the absentee.

Thanks Josh,

I give up. I don't think I will ever understand what is an acceptable amendment to a proposed and PROPERLY NOTICED bylaw change.  I'm never going to be a Robert's Rules Scholar and neither are the owners at my association. I can assure you, as little as I know, I'm one of the RONR Scholars at my association and I know very little.

If this question can't be answered in simple, laymans terms then nobody will ever understand amendment done during a meeting when the entire agenda was REQUIRED To be properly noticed, 21 days in advance of the meeting.  I'm not making this notice up, it is in the NH Condo Act - RSA 356B under meetings.

Thanks for all the help though.  

John

On 9/23/2022 at 7:28 AM, Atul Kapur said:

That is the explanation of scope of notice. Germaneness is a different thing.

Oh no -lol

Are we still referring to the same thing though?  I will never and I mean never know all the exact words that you folks use. In layman's terms I'm simply asking how do you know if an amendment to a proposed amendment is legal or illegal?

I believe it was you on another thread that brought up the word "SCOPE" and you gave me an example similar to this.

If we had and article/motion, I don't care what we call it, that stated the Board was to receive $100/year then the Scope for an amendment would be $0-$100.  We couldn't amend at the meeting to make this $1000/year.  This is the easy example as it involves cash.  My example on canopy's was more of a challege to me and I thought or at least I thought I understood after Joshua's explanation.

Now I feel like I'm back to square one.

John

On 9/22/2022 at 9:49 PM, Josh Martin said:

Mr. Cummings, while I have sympathy for your situation, I am afraid that I do not think this forum can be of much assistance. It seems increasingly clear that the issues facing the association are legal issues, not parliamentary issues, and we cannot provide assistance regarding legal issues.

Josh,

I would disagree, you have been of tremendous assistance and I think you have already answered the question that I came here for.  Unfortunately, in my situation, Robert's Rule's is just 1 piece of the puzzle, there is not a Robert's Rules only solution that will solve any of our issues.  I came here simply trying to get a better understandinf of how you determine what is germane to a motion and therefore would be a LEGAL amendment.  You have all helped, but I love Joshua's explanation on how to determine if something is germane.  His explanation.  "Would you be surprised, yes or no?"   This is the layman's answer I was looking for.

If our election process ran more like my town in Massacusetts ran, then our problems would be solved.  My biggest complaint about amendments, right or wrong, is that the 2/3 owners NOT in attendance are not informed and they are shut out of the vote.  I'm not here to debate the legalities of amendments. I think they violate the "proper notice" law in the Condo Act, but that is not relevant to my question.

In my home town, we separate the deliberative session from the voting.  We have our Deliberative session 2 months before the election.  This session is run under RONR or something very similar that towns use. The "proposed" ballot articles are discussed here and typically we struggle to get the 100 voters out of 5000 residents to make the quorum.   This meeting finalizes the ballot and then the entire town votes 60 days later.

Our election process is going to have to change or we will never have enough voters to change another bylaw. The new lawyer corrected our Board and told them all bylaw changes required 2/3 vote of OWNERS, not VOTERS.   That ruling might seem insignificat to you folks here, but it is a game changer, trust me.  

I would retire this thread as you have been more than helpfull, or if you are curious about other things, I will gladly respond to any questions.

Thanks

John

 

On 9/22/2022 at 7:28 PM, Josh Martin said:

Thanks Josh.

I'm not familar with the interface here, so can't include you comments in my response. I'll try my best to respond to each concern.

1) I agree, that my take away isn't idea, but I'm being pragmatic.  I also agree with consulting an attorney to get a ruling whether or not amendments are allowed. The issue at hand is not a RONR issue.  The BOD coaches the associaiton attorney what to say. For example, prior to this NEW attorney, several owners have challenged the 2/3 voting requirement for bylaw changes as the NH Condo Act states 2/3 of all owners, but we have always been doing it as 2/3 of voters.  Last year the prior lawyer was challenged by an owner on the 2/3 requirement.  The lawyers response was that technically the owner was right and the law says it takes 2/3 of all OWNERS to pass a bylaw change, but since the association has always been using a 2/3 of VOTERS requirement that this method set "precedent" and we used 2/3 of vote cast as the requrement to pass a bylaw.

Fast forward to this year and the NEW lawyer said that the NH Condo Act requires 2/3 of OWNERS to pass a bylaw change and since we only had 240 voters out of the required 304 votes needed to pass a bylaw change that all bylaw articles are null and void.

I've learned on another forum that SOME HOA lawyers can be coached to say whatever the BOD wants them to say. If they don't, then they could lose his job.

Sorry, but I have to complete the response to Josh in the AM.  I'm beat and can't think anymore.

Thanks

John

 

On 9/22/2022 at 7:17 PM, Atul Kapur said:

That's a bad reason to restrict members' rights, particularly when there is a simple solution.

It would be preferable to involve a parliamentarian in your meeting to preserve members' rights and assist you in having a fair and efficient meeting.

I don't disagree with that, but this person would also need to be an expert and NH Condo Law, our Condo instruments and RONR. I just don't know how many of these types exist.  There are many moving parts to integrate here and way more than simply a stand-alone RONR issue.

Plus, I thought I heard in this thread that due to the NH Condo Law regarding "proper notice" that we can't do amendments anyway or at the very least we need to speak to a lawyer. I did speak to 2 lawyers and got 2 different answers.  One lawyer that I paid, told me NO amendments are allowed due to the "proper notice" law.  The other lawyer that I didn't pay, I just randomly emailed a lawyer I found online, told me that amendments are allowed.  

I'm hoping for the reasons I stated earlier regarding the 2/3 "OWNER" requirement to pass a bylaw that this all goes away. I find this extremenly interesting, but very complicated at the same time. 

Thanks

John

Thanks everyone!

This discussion is leading me down a road that is telling me that amendments to proposed amendments while possibly legal should not be allowed for the simple reason that we just don't understand RONR.   The responders are giving me answers that they could most likely give in their sleep while the person(me) that needs to apply this to a real life situation is struggling.  If I'm struggling, I can't imaging how someone that hasn't done any research or studying feels.

As a test of our associations knowledge of amendments. I proposed this EXACT same question on our FB page and 100% of the responses were wrong.  The answer is that all my proposed amendments are illegal, but the Facebook responders to my poll said they were all legal.  At least that is how I this thread went.

Not really sure how to process this. 

Thanks

John

 

On 9/22/2022 at 1:52 PM, Josh Martin said:

Mr. Cummings, since the previous notice requirement in question is found in the NH Condo Act (which will take precedence over RONR), I would reiterate again that the question of what amendments (if any) are permissible under the terms of that act is a question which should be directed to an attorney.

Thank Josh,

This post went into directions that I never intended.  I simply wanted to know what was a legal vs illegal amendment.  "scope", "germane" or what ever the tecnical word is, I think you gave me the info I needed.

I agree, I have an attorney.  I actually spoke with 2 NH Condo Attorney's before I came here and got 2 different answers.  

Thanks
John

On 9/22/2022 at 12:30 PM, Joshua Katz said:

But it doesn't matter what I think, or what you think. What matters if what your courts have done with it. That requires research and is a question for an attorney.

Thanks and thanks everyone.

It would cost me a fortune to try to explain this in court lol.    And the good news is that I probably won't have to.  Due to our "new" lawyer correcting our BOD on the voting requirements for bylaw changes it is likely that our annual meeting process will have to change.  I would like to see a deliberative session to discuss, debate and amend articles followed by the creation of the final election ballot and a vote 30 days later.

The new lawyer instructed the BOD that any bylaw changes requires 2/3 of ALL OWNERS and that is 304 owners as we are an association of 456.  We have always used 2/3 of VOTERS.   We rarely have over 300 voters so we either change our process to be more inclusive or we never add/change another bylaw.  We are a vacation resort and people come and go, so any change they make to the date/time would likely still have less than 304 voters.  I guess they could work to get the number to perhaps 350, but that would still make it hard to change a bylaw as they would still need 86% of the vote. I guess trivial bylaws could pass and controversial ones would never pass and perhaps that is the intent.

Thanks

John

On 9/22/2022 at 12:06 PM, Atul Kapur said:

Lets just take @John Cummings at his word and work from there. He tells us that there is a 21-day notice requirement. No, that's not in RONR for original main motions, but let's accept that it is a requirement for his group. 

Perfect!!

The NH Condo Act requires all proposed changes to be "noticed to all owners" 21 days prior to the annual meeting.  It goes even further. The Association Secretary is required to prepare and Affidavit documenting that all owners have been noticed and the method of notice.

I can't for the life of me think of any reason other than that "ALL OWNERS MUST BE NOTIFIED OF ANY CHANGE PROPOSAL".  If that isn't the reason, then I'm clueless.  Also, since only about 1/3 of the owners attend the annual meeting, if anything changed their then we would certainly be in violation of the "notice" requirement.

Thanks

John

On 9/22/2022 at 11:36 AM, Josh Martin said:

As a consequence, so far as RONR is concerned, it is entirely permissible for the assembly to adopt amendments to these motions so long as they are germane (relevant) to the subject matter of the motion. The concept of "scope of notice" is not applicable in these cases.

Thanks Josh,

It sounds like the more appropriate word is "germane" and not "scope", but we are talking the same thing.  I will use germane in the future.

John

Here is the actual "item" that was sent out on the agenda. I'm just reporting the facts. I don't know why they chose the term "item", but my guess is because it seemed to fit and nothing related to RONR.  I altered the amount on my initial question, but that isn't relative as I was trying to make up an article.

Item #15 Purpose: Requesting the approval of up to $28,000 from Capital Reserves to support owner’s efforts to add an additional 9 Canopies and Picnic Tables to the beach area.

I have to add a funny story here.  Not related to the topic.  And don't get me wrong, I'm enjoying this discussion and learning.

I was a systems programmer by trade and there was 2 senior systems programmers in the group.  When someone asked them a question if frequently went like this with the questioner leaving more confused than when they came.

I'm not more confused. just though it was funny.  Hope you get a chuckle too.

On 9/22/2022 at 11:22 AM, Joshua Katz said:

Well, there is no such term as "scope of amendment." There's whether an amendment is germane, which all three of those discussed are, and there's scope of notice, which applies when amending something for which notice has been given.

Interesting.

I got that term from one of you folks in my prior thread question.  Perhaps you didn't mean it literaly and I took it that way.  Regardless, I think we are talking about the same issue,but calling it something different.

Thanks

On 9/22/2022 at 10:45 AM, Joshua Katz said:

So it seems your organization has its own rules allowing vote by mail on certain topics, which are nonetheless also voted on at the meeting (seemingly). Perhaps you can tell us more about how this works. I'm not sure that the concept of scope of notice will interact in any nice way with rules allowing for a vote before the meeting. For that reason, RONR advises that no rules be adopted allowing voting on a matter both in-person and ahead of time by mail.

Thanks,

No, all of our voting is done at the annual meeting and these amendments make it pure chaos because of lack of order and the rush to vote on things.  We have 2 articles, yes I'm calling them articles because that is how they are defined on our agenda that were amended twice. I was so confused as were most owners that all we could do is vote no.

Thanks for the clarification on the other things in this reply.  Very helpful and I think we have been wrong for years.

Thanks

JOhn

On 9/22/2022 at 10:55 AM, Richard Brown said:

At this point I am at a loss as to exactly what the situation is and what this "article" business is all about.  I'm also not sure whether this "article" is something to be debated and possibly amended and then voted on at a meeting or if the voting is via mail or both. This "article" sure sounds like a motion, but according to the OP it might not be.  And I'm not sure how or why scope of notice is an issue if it is an original main motion and not a bylaw amendment or amending something previously adopted. 

Thanks Richard,

And this is my main point of contention.  If you are at a loss, how do you think our annual meeting goes - lol.   I'm a novice for certain, but I also know more about RONR than 99% of the owners.

This is why I'm against allowing amendments on the floor of the annual meeting.  Nobody understands scope and we(you and I) seem to be talking apples and oranges.  You are looking at this entirely as a Robert's Rules issue and perhaps that is correct as this, after all, is a Robert's rules forum.   I'm looking at this as to how Robert's rules integrates with our Annual meeting process.

Not sure how else to describe our process.  We have voting "articles" on our annual meeting agenda. These articles could be something created by our Board of Directors or perhaps by an owners petition.  At the point we are creating "articles" roberts rules does not even enter the throught process.   These articles are then presented at our annual meeting which is goverened by Robert's rules and legal or illegal, they DO get amended on the floor. It is at the annual meeting and only at the annual meeting where Robert's rules comes into play.

Now I'm wondering about the 21 day notice requirement and if amending articles that require 21 day notice is legal at all.  I have a headache - lol

Sorry, but I'm trying to explain the best I can and will continue to clarify if I can.

Thanks

John

On 9/22/2022 at 10:45 AM, Richard Brown said:

@John Cummings, agreeing with Mr. Mervosh, I'm curious as to why "scope of notice" is an issue.  Is this proposal one for which previous notice was given or required?   If so, scope of notice might be applicable, but under different rules than those which apply to scope of notice of a bylaw amendment.  I'm assuming it is a regular original main motion, not an incidental main motion such as a proposed bylaw amendment.  I'm also  assuming it is not a motion to amend something previously adopted. 

Thanks,

This is a great discussion for me.  I applogize if I'm confusing anyone with my posts or answers. I'm trying to educate myself.

I had another completely different thread that was related to "scope of notice".   This thread is related to "scope of amendment" to a proposed article on the annual agenda that was mailed as required by the Condo act and our bylaws 21 days in advance.  

Are you now saying that amending an original article that required a 21 day notice would be illegal?  That was what I thought and was told by 2 lawyers.

Thanks

John

On 9/22/2022 at 10:25 AM, George Mervosh said:

But, Mr. Cummings, you have stated that this is an original main motion, so you are not presenting a set of facts where the scope of notice applies, at least as far as I can tell.  

Sorry, but this stuff is complicated and I might have answered your question incorrectly due to my confusion. I edited my answer to you and thought I made it clear but perhaps not.

The article related to the proposed amendment was on our annual agenda voting ballot that was mailed.  Sorry, but I do not understand exactly what you are asking me.

From a laymans point of view, I would answer you that the article that is subject to the proposed on floor amendments is an "original" main motion.  Actually, it probably isn't a motion at all, ,since it is a petition article sent out on the agenga.  I would change that answer to say that the Article is an "original article" but I don't think it is a motion at all.

I think you and I are speaking on a different intelligence level here, not to insult myself, but it is true.  

Maybe I was not even clear in my other post on amendments.

Thanks

John

On 9/22/2022 at 9:51 AM, Joshua Katz said:

Here's the way to think about scope of notice: if you received the notice, and did not attend the meeting, would you be surprised to learn that it happened? 

If the notice said we might spend $20,000, you'd be surprised, as you noted, to see that $25,000 was spent. The same is true here - the notice said we may or may not add 10 canopies. Adding 5, okay, I expected even more, not surprised. But firepits? Where did those come from? You're surprised. So it's out of scope.

What Mr. Mervosh is pointing out, though, is that amendments to an original main motion need not be in scope of anything, as (typically) original main motions do not require notice, and notice does not change their voting thresholds. Is there some reason this motion does require notice?

Note that, sometimes, an amendment out of scope is permitted, but changes the voting threshold, while other times (when notice is required) it is not permitted.

That is absolutely the most clear answer I have ever heard explaining this too me.  You have explained this for regular folks like me, with minimal knowledge or RONR can understand.  This answer is an absolute home run.

So, using your explanation. Here is how I would interpret my amendments.

1)  Illegal and out of scope because I would certainly be surprised if the amount increased in any way shape of form.

2) Still vague, but I think out of Scope since I would be a "little" surprised to hear this, but not sure if I would object to it.  So this one still is in the grey area to me. Would you agree?

3) Illegal and out of Scope, but not sure my reasons are valid.  This is certainly out of scope for the $$$ amount, but is adding firepits a surprise or a possible expectation.

I have perhaps a poor analogy.  You are either pregnant or not.  You can't be a little bit pregnant.  So, using that analogy I guess I am a little surprised, but not shocked, but  I am surprised, so I would say that all my amendments are OUT OF SCOPE.

You have helped tremedously, but I still have the questions I mentioned.

Thanks
John

On 9/22/2022 at 8:45 AM, George Mervosh said:

Is the motion in question an original main motion or one that amends something previously adopted?

This was a petition article on our annual meeting voting agenda for a proposed change for arguments sake, let's say this was a bylaw change. According to the NH Condo Act and our bylaws was mailed to all owners 21 days in advance as required. 

Not sure I answered your question so editing.

This was an original motion for something new. The bylaw doesn't already exist in our documents.  This is making me think of another question and also is telling me we need one you RONR scholars at our annual meeting lol.

Thanks,
John

Hi,

I recently had a discussion here about making amendments at our annual meeting. The RONR scholars here explained to me why they are allowed and this thing called SCOPE. My contention is that unless you are a RONR scholar that nobody understands SCOPE.

This is an exact article from our annual meeting and 3  make believe amendments to help me understand scope when it isn't obvious.

Example Proposal:   Approval to spend up to $20,000 to add 10 canopies to the beach area.

Here are two made up proposals that I think are out of SCOPE, but I'm not sure.  These BOTH would be allowed at our annual meeting.

Amendment 1) - Amend this to increase the amount to $25,000.    You have already explained to me this is out of scope as the scope is $0-$20,000 here. This is the easy one.

Amendment 2) - Amend to add 10 firepits to this proposal.       I beleve this is also OUT OF SCOPE, but I'm not certain and I can assure you once again that this amendment would pass and nobody would even question the scope.

Amendment 3)  - Amend to add 10 firepits and increase the Amount to $25,000.    I believe this amendment is illegal for 2 reasons, but again not sure. 1) The dollar amount is out of scope.   2) adding firepits changes the entire article.

What do you think?

Thanks as usual
John Cummings

On 9/16/2022 at 5:19 PM, Josh Martin said:

There is no parliamentary reason why you cannot make the motion, but strategically, I am inclined to think it is prudent for a person other than a candidate in the election to make the motion.

Thanks Josh,

Last years president has offered to make this motion for me.  He is a figure that is respected.  Sound advice.

I'm under the gun to get prepared for tomorrow's meeting and will let you know how I made out.

Thanks everyone for the help

John

Thanks everyone,

Great info.
 

• As you have probably seen more than once.  We don't really have a Robert's Rules expert in our association. We will have around 200 owners in attendance and perhaps 5-10 understand how to make a motion.  I'm learning, but there is a ton to learn.  I've taken some online training, but most of it is still sinking in.
   
• The meeting gets turned over to the outside attorney after the pledge of allegiance. Honestly, until now, I've attended all the annual meetings, but never studied up on Roberts Rules, so have to assume this is done property.  
   

Here's my plan and could use help with.  I want to make a motion to to combine the 2 Board elections into 1 election.  This format is allowed and has already be done in the past.   The motion will also get seconded as the association is not pleased with the decision to break from standard protocol and hold 2 separate elections.

Is this the proper manner to make the motion.

• I was told to write my motion down on paper and hand it to the moderator when he announces article 1 - the first BOD vote..  This is how we always do motions at our meetings, right or wrong.  The motion will be something like this.
  
  Mr Chaiman, I move to combine article 1 and article 2 into a single article.  The top 2 vote getters will be awarded the 3-year terms.  The 3rd place finisher will be awarded the 1-year term.
  
  Also, my thoughts are that I am the person most damaged by the splitting of the election that I should make the motion to combine the articles. Do you think this is a bad look and perhaps another owner should make the motion?  Personally, I think the person that told me that is just over thinking things.
  
  Thanks

John

Thanks Josh,

I agree, but the association is viewing this a dirty politics and the Board leveraging their power to ensure they win re-election.  I didn't provide the details before as I just wanted understand the processes.  Here are the details and the owners simply want to revert back to the way it has always been done.

We have 3 BOD openings and as I mentioned, 1 is for a 1-year term and 2 are for 3-year terms.   We have 4 candidates in total.  3 of them are running for the 3-year term, me and 2 current BOD members.  The Secretary is running for the 1-year seat against the loser of the 3-year election.  The BOD's thinking is using this format that the 2 sitting BOD members will win re-election and then all of their supporters will vote for the secretary in the (runoff) 1-year election and she will clean my clock.  And all of them will retain power.

If the vote was conducted using our standard process(not documented) the Secretary and 2 sitting BOD members would likely split some votes and I would most likely beat all of them. Many view this as a ploy to keep me from winning and I agree, but it isn't going to work - lol

Thanks

John

Thanks Josh,

  This is how understood things also, but I'm still learning and needed positive reinforcement.
 

• Are bylaws are silent on the format of the Board elections.  In fact, this is the very reason the Board gave the owners as a reason to separate the vote.
   
• As far as the Proxies and floor motions go.  Many of the floor motions are "voice" votes, so I'm not sure how I could yell 5 times anyway.  if the process requires a paper vote or hand vote, then I think I could get 5 votes.  We shall see.
   

Thank you very much.

John