Marsha Thole

I just learned that the questions submitted in the Q&A portion of the annual meeting will only be answered and sent to the person asking the question, as that is what the members who remained wanted. In the past, questions and answers were published in the HOA newsletter for the benefit of those unable to attend. The comment from the vice president (presider at that meeting) was: If you weren't there, too bad, and you won't get that information. He told me the Q&A session was part of the meeting. I couldn't believe the attitude. This is horrible leadership and lack of dissemination of information to all members. Is there anything that I, as a member, can cite for restricting info at a meeting that needs to go to all members?

I am on a "working group" to revise the HOA's bylaws. I am outnumbered by the others who want to remove the article on Parliamentary Authority. After explaining there would be chaos, I ended by saying that if that is what they plan to do, I am off the group and out of the HOA (it is not mandatory anyway). Two men said they never heard of Robert's Rules (they are in their 70s). I gave some examples of the chaos, asking them how would they handle voting disputes if there were no rules? Anyone have some info I could use to convince these people that they would be making a big mistake to remove that article. Our state statutes are silent on requiring any authority.

'The cases in which a quorum is the persons attending is as follows: If the organization's bylaws specifically provide that as the quorum. In a mass meeting. If the organization has no required or effective annual dues and no reliable list of the society's members, and the organization's bylaws do not prescribe a quorum. (Examples of organizations where this provision is frequently applicable include churches and alumni associations.)" Josh, now I am confused. The bylaws have no quorum specified. The definition of a quorum in RONR requires too many people for our non-profit. BUT, the state statutes have a provision that would accommodate our small attendance. I have read RONR 3:4. Our association has specific annual dues. In our case, despite the lack of a specified quorum, the state tells you what to you. So, since there is a way to determine the quorum, via the state law, how do you arrive at the definition of a quorum being those are are attending? (It is late for me, so maybe I am missing something in the reading here.)

Thanks again, all. I am leaving that organization. Today they held an election at this annual meeting (the only business requiring a vote), and there wasn't even a quorum. The president declared they had a quorum, saying that "anyone attending counted as the quorum." No, that is only true at a convention. She cut me off when I started to explain that the state statutes would apply and allow those there to be a quorum. But...So, I can't convince them that a civil organization follows the law. So, because I have values, I will just not renew this upcoming year.

I don't mean to confuse anyone. Yes, thanks to my intervention, those who will be participating on Zoom will be able to vote. Sadly, the president will not be sending out an email correction to that effect, as her excuse is that the only 2 people who can do that are on vacation at the moment. No backup??? Sorry excuse. I sure hope she makes an announcement at the meeting, but common sense is nowhere to be found in this outfit. You can't help members who won't help themselves by questioning violations that are rampant.

I asked to see the agenda for the annual meeting of a non-profit association, as none had been sent, even with the notice. This is the response I got from the president: An agenda for this meeting has not been sent and will not be sent. This is not typically done for this meeting, as it mostly relates to donation giving, recognition, and elections. She only joined the association a year ago, and volunteered to be president for a year (no one knew her, and she is trying to make a name for herself in the community, and not doing that well). I have been with the association for 20+ years, served on the board, and was the one who did the agenda annually. So her statement is false when she says an "agenda is not typically done for this meeting." Unbelievable. Based on her comment, it would appear she should just call it a chapter appreciation lunch, but she added elections (the first under her, as she failed to follow the bylaws to get the other officers elected, and just appointed them with the reason, "we don't have time for an election" (we had 3 months!). Her comment on the required reports was: We really don't need them. Under her and a previous temporary vice president for 2 years, members were never allowed to vote for the officers, despite what the bylaws say. Violating our bylaws is the order of the day with all members of the board. She claims to know Robert's. Right. The bylaws are silent on many items, including how far in advance an agenda (for board meetings) is to be published. Questions: Is an annual meeting agenda required? I couldn't find that answer. If so, what is an acceptable time to send it out before an annual meeting?

Update to my post: I emailed the president who claimed no knowledge of the statement in the notice that Zoom participants at the annual meeting could not vote or speak, and said they can. I don't believe for one minutes that she didn't know what was in the notice she sent out. The fact that no one else brought that to her attention tells you the lack of commitment among the members and the lackadaisical attitude of not caring whether they vote. Thanks everyone for your input.

I am in the same situation. A group I belong has its annual meeting this weekend, it will be hybrid. BUT, the president has declared that anyone attending via ZOOM will not be allowed to vote, comment, or otherwise participate in the meeting, making them totally disenfranchised. Nothing in the bylaws about electronic meetings or even emails, which has been pointed out to the board many times over many years. It doesn't care. No special rules even. The president has made it clear that her actions are approved because need to have the meeting. (I was removed from the board's bylaws committee because I wanted them to follow RONR, which is their parliamentary authority. They were open about not following the bylaws, RONR, or state statutes, and didn't care. My only recourse is to not attend, and just report them to the Attorney General. I have to leave other members in such a mess, but they are clueless on our bylaws, too. Other than resigning (and I am thinking about it), what can I do to protect the integrity of the law here?

Weldon, I guess it wasn't clear enough. I didn't say the person posting the question could amend the minutes unilaterally, I said they would need a motion.

Yes, you can amend minutes previously approved. The motion is called: Rescind or Amend Something Previously Adopted. See RONR 6:26-27, 35:1.

As I suspected, my point was ignored, and the president proceeded to repeat that there would be no discussion. So it was a yes or no vote. You can't fix stupid, as Judge Judy always says. (Yes, I know what Ch XX in RONR says. But as in most HOAs, the apathy is thicker than quick sand.)

Thank you. That is what I plan to do--raise a point of order. I don't expect to get far with that, though. These are people who are clueless on Robert's Rules, and the assembly would not (just as in the past) understand anything I would say, anyway. (Not the first president to ignore a point of order.)

To quote the bylaw on amending bylaws: The Board may amend these bylaws or any portion therefore. Changes shall take effect upon ratification by a majority vote..." Yes, the board is violating the usual 2/3 needed to approve bylaw amendments/revision by only using a majority vote. The board had no one on the bylaws committee except for board members--no one from the general membership.

The vote to ratify proposed bylaw amendments (made by the board) is to be done all at once with NO discussion, not on individual amendments. The reason proffered was that people had a chance to send in their comments prior, so there will be no discussion at the meeting, just an up or down vote--yes or no. Is that allowed, to not hold a discussion? RONR 10:57 says "the motion to ratify is a main motion, it is debatable and opens the entire question to debate." So can the president declare there will be no debate? (Nothing in the our bylaws covers that.)

J.J. This association does not take nominations from the floor, as the bylaws have a requirement to post the the list of candidates with their bios.

I just learned that the vote on the 16 proposed bylaw amendments is to be done all at once with NO discussion. The reason, I was told, was that people had a chance to send in their comments prior, so there will be no discussion at the HOA meeting, just an up or down vote--yes or no. Is that allowed, to not hold a discussion?

I just learned from ZOOM (talked to a rep), that the host will be able to see how each individual voted. So, how can a board then say that your vote is just like a ballot, when there is no privacy as to how each voted to the host (to others, yes, but the host has full view of how someone voted)? We are talking here about votes that would be by ballot, were the meeting in person.

Josh, your response makes sense. One more along the same line. I thought that if even one person requested that voting be done by ballot, and the bylaws are silent on how to vote (voice, ballot), that the president had to honor that and hold a ballot vote. Now I read that a motion has to be made to do that. For obvious reasons, some of us don't want anyone knowing how we voted. Can we do a point of order?

Josh, we have the same issue (being kept in the dark about the nominees) in our HOA, and our bylaws state, thankfully, that the list of candidates must be published 30 days in advance. Our meeting is tomorrow, and we are in the dark still. I find it a disservice to members who want to be fully informed when voting that RONR would not require that the nominating committee to announce the candidates in advance. How are people able to speak then on people they do not know, or do their own research on candidates who may not be who they thought they were? HOAs (in my 40+ years of being in them) have some of the worst bylaws I know of, and the board's following them is non existent.

The following is proposed in the bylaws: (there is no current bylaw on this subject) AMENDMENT #9 PROPOSED AMENDMENT: Amend Article VI. Board of Directors, by adding Section 6.7.2 Written Submissions to the Board. If a Board meeting (s) is closed to a certain member (“Closed Member”) in a situation that is not exigent, the Board will provide the Closed member with written notice that Board meeting(s) are closed to the Closed Member. In an exigent situation, the notice will be sent subsequent to the situation. The Closed Member may provide the Board with a written submission of three pages or less no later than 24 hours prior to any Board meeting regarding Board business, and that submission will be read to the Board by a Board member at the meeting. If the submission does not relate to Board business, the Board may decline to read the submission. A If ratified will read: ARTICLE VI. Board of Directors Section 6.7.2 Written Submissions to the Board. If a Board meeting (s) is closed to a certain member (“Closed Member”) in a situation that is not exigent, the Board will provide the Closed member with written notice that Board meeting(s) are closed to the Closed Member. In an exigent situation, the notice will be sent subsequent to the situation. The Closed Member may provide the Board with a written submission of three pages or less no later than 24 hours prior to any Board meeting regarding Board business, and that submission will read to the Board by a Board member at the meeting. If the submission does not relate to Board business, the Board may decline to read the submission. Rationale: The Bylaws need to be amended to correct a few items and to bring them up to date. PROS: We see benefits to these amendments with no contentious issues. CONS: None are known I taught college English and consult with businesses on their written products. I haven't a clue as to what is being said here. Anyone ever hear of "Closed Members"? Sounds like they copied something that was in someone else's bylaws, with no clue as to what they were doing. The rationale says, in vague language, that the bylaws need to be amended to correct a few items. This is an entirely new bylaw, so what has to be corrected? As for bring them up to date, in what? As for benefits, I have no idea what they would be, given this reads like it was written to take away a person's right to speak. As for cons, the board hasn't tried hard enough to see what could possibly be wrong here.

When the person raises a point of order, and the chair flat out refuses to acknowledge it (never responds), what next? Appealing to the members at the board meeting in the cases I know of would be fruitless, since they will not honor RONR or respect the person raising the point.

Josh, this is what the bylaws state on the annual meeting: Section 5.1 Annual Meeting. An Annual Meeting of the Association shall be held on a Saturday in February of each year for the presentation of reports to the membership from the outgoing officers and Committee chairs, for the election of new Directors, and for the transaction of such other business as may come before the Association. All members shall be notified of the time and place of the Annual Meeting no later than 14 days prior to such meeting. The notice is 14 days (the next paragraph, now shown is 30 days for a special meeting). No mention here of the agenda in the section above, just "transaction of other business," which, to me, is inadequate.

No mention in the above language as to the agenda. Under Special Meetings in the bylaws, the notice requirement is 30 days.

Under meetings is the following language: Section 5.1 Annual Meeting. An Annual Meeting of the Association shall be held on a Saturday in February of each year for the presentation of reports to the membership from the outgoing officers and Committee chairs, for the election of new Directors, and for the transaction of such other business as may come before the Association. All members shall be notified of the time and place of the Annual Meeting no later than 14 days prior to such meeting.

You would think this would be a no-brainer, but perhaps not. The HOA bylaws state: The Board may amend these Bylaws or any portions thereof. Changes shall take effect upon ratification by a majority vote of the required number of Association Members (as defined in...) at a membership meeting which includes this stated purpose and which has had proper notice. Any member in good standing may submit in writing to the Board a proposed amendment at any time throughout the year. Sequence of events: 1. A general comment was published in the December newsletter o/a Dec 1 as to the date only of the annual meeting of the HOA, with a note that the agenda would be in the January newsletter. No mention was made of voting on bylaws. 2. The agenda for the Feb 19 meeting was published in the January newsletter o/a Jan 1, with no line item for ratification of the bylaws. In fact, I was in the HOA office and asked if there would be any bylaw amendments, and the response was no. 3. The Feb newsletter published the agenda again, and once again, nothing on it related to bylaws. 4. On Feb 11, 2022, members received the email packet for the meeting (to be held Feb 19 via zoom) with the agenda, which now includes an item for ratifying the bylaws. The way I read the bylaws and what ensued, there has not been proper notice for the voting on the bylaws. It would appear that action would have to be moved to a special meeting in March, if anything. Personally, I believe that the omission of the ratification of the bylaws was left out intentionally. What say you experts out there? What would be the best way for me to approach this--before the meeting or at the meeting? (People will roll their eyes, as most think the bylaws are suggestions and their attitude is, "What's the big deal?" When the call to approve the agenda is made? (My response would be to remove it, as proper notice has not been given.) As a point of order?