Termination Requested Pls

Dear Mr. Honemann, I apologize for not realizing that General Robert's family (meaning yourself and other direct descendants of General Robert) continues to publish Robert's Rules, along with this forum and the robertrules.com web site. It's as though this forum puts one in the virtual living room of the Robert family. Of course it is just not appropriate to criticize either the work of the hosts or the hosts' opinions about their own publications. Had I did some legwork and figured out in advance that this is a Robert family-run (family company) web site, I think (hope?) it is unlikely I would have begun commenting to the extent I did. I wish the staff would delete all my posts at this forum and then delete my account. Maybe this is not possible, but if it is worth anything to the Robert family descendants who run this forum, it is how I feel. I thank your family for Robert's Rules. AugustinD

Respectfully, I think the questions are: What meaning does RONR give to "stock corporations"? Where RONR speaks of membership in a society being "transferable," what does "transferable" mean? My response: -- The only sections that I see in RONR that speak to these points are: 1:23 45:56 45:70 49:7 -- Sections 45:56 and 45:70, among other things, seems to me to be saying that a society subject to RONR is either (1) an "ordinary" deliberative assembly; or (2) not an ordinary deliberative assembly. To me this is saying RONR's position is that RONR has authority over both ordinary and non-ordinary assemblies. -- Section 45:70 further speaks expressly of societies where membership (1) is transferable and (2) not transferable. From this sentence in 45:70: "Ordinarily [the use of proxies] should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable." From my general reading, it seems clear to me that RONR does contemplate what the world outside it says. This includes the fact that the legal structure of shareholder corporations (a.k.a. stock corporations) argues for a structure that is somewhat different from non-shareholder corporations. The law of course has much to say on this, to say the least. And what the law has said for centuries now does seem to be much of what is accepted in our language. Granted nuance arises and so on. -- I believe the first Robert's Rules of Order appeared in 1876. From my reading of history, this is very close to the date when large, publicly held shareholder corporations were first becoming established in the United States. I expect the contributors to the early Robert's Rules did not have large, publicly held shareholder corporations in mind. Times and the law of corporations evolve though. I expect subsequent authors of Robert's Rules saw the need to draw some distinctions between shareholder societies and non-shareholder societies. Which to me indicates that the authors were saying RONR can be applied to both types of societies. Which furthermore at least suggests to me that RONR does not have a blanket prohibition on proxies. -- Section 45:56 speaks to 'exceptions to the rule' that members of a deliberative assembly must be actually present to vote. I think a fair parsing of this is that RONR has a rule about voting in person but also recognizes and validates the exceptions to this rule. One exception being for those societies where membership per se in the society is not transferable voluntarily, at will, instantly. Instead, transfer of membership can only take place via sale of real property, an extensive process where sale is not even guaranteed. (Witness the Surfside condominium collapse. No condo owner in that building had the option to sell her or his destroyed or non-exististent condo unit after the collapse and cease to be a member of the association.) -- Appeals courts have acknowledged that condominium corporations are, at a minimum, de facto shareholder corporations. Anyone wanting citations, email me, and I will provide them. Email: *****@*****.tld -- Some state statutes require either HOAs, COAs, or both, to use RONR. Many HOA/COA Bylaws require RONR as well. It seems to me that this translates to state legislatures and attorneys believing that RONR sufficiently addresses the category into which HOAs and COAs fall (the 'non-ordinary' category) to make use of RONR a good practice. -- Regarding membership being "voluntary" versus "mandatory": When one buys a condominium, the covenants that go with the purchase are contractual terms (say the courts). The covenants for a condominium always say that one is stuck with being a member of the condominium association, run by a board. A condominium owner cannot simply resign from being a member of the condo association. By contrast, a member of, say, the Elks, can resign at any time. A City Council member can resign at any time. And so on. -- Most importantly to me, at times RONR itself speaks of "voluntariness" as distinguishing one category of organization from another. -- I see the Robert's Rules Association is "the partnership of direct descendants of General Henry Martyn Robert formalized in 1960 to manage and advance the Robert’s Rule of Order books and legacy." It appears the Robert's Rules Association also "manages the content" of RONR. Which means that when one of these descendants and/or managers comes here, then one should give at least some deference. (All this is new to me as of this morning, as I read more of the robertsrules.com site.) As direct descendants of General Robert, with all the rights, responsibilities and familial sensibilities that this entails, I can see now how my challenges to RONR would go over like a lead balloon and be patently offensive. -- Dan Honemann posted himself, on April 18, 2022 in the other thread that: "... condominium regimes are often (unfortunately, in my opinion) constructed more along the lines of those relating to stock corporations than they are to the type of society referred to in RONR." On the one hand, this seems to me to acknowledge that, for one, where statutes or bylaws require the use of RONR, condominiums should pay heed to those sections of RONR that speak expressly to "stock corporations." On the other hand, I grant he appears to be saying RONR does not refer to "stock corporations." -- But RONR does expressly refer to stock corporations, even elaborating that "stock corporations" involve "transferable" membership whereas non-stock corporations do not, and even noting that proxies may be used in stock corporations. At least that's my reading. -- I would hope those who come here feel free to point out where they think RONR applies to stock corporations. As I have written, I believe condo associations and mandatory HOAs are stock corporations for the purposes of RONR. I think folks from condos and HOAs posting here will almost assuredly have bylaws and be corporations. -- Voluntary HOAs would not have commonly-owned property and so are not stock corporations. Voluntary HOAs might exist to enforce covenants, but bylaws with any legal force are unlikely. I believe members of voluntary HOAs would not have reason to post here. -- I cannot respond intelligently to questions where I either do not share the premise, or I am not sure of what the premise is. Words do matter. If I seem to not be answering a question, then this may be because I think the premise is not clear or is not a premise with which I agree. Gary Novosieski, respectfully, I think RONR says what it says. I have made an earnest effort to quote directly from RONR. Your arguments do not make sense to me, given the actual language of RONR. It's only my opinion. From a practical point of view, as you or someone else pointed out elsewhere, I am odd woman out (the name "Augustin" is a nom de plume). Group dynamics being what they are, questioning an interpretation does not seem welcome at this point. Plus were this forum subject to RONR, the super-majority here would vote to either suspend or terminate discussion of the issues I have raised.

I'm sorry. Did you miss where I wrote that I heard you about not assuming? Did you miss where I made the inquiry of the OP as to whether his association is a corporation? That was me trying to cut to the chase and also say, 'No, I am not certain the OP's association is a corporation. Point taken.' You do not explain your position on the other items. Given the rules of the forum, I guess we are at an impasse. I stand by my statements from the other thread, with perhaps an existential type caveat here and there that will likely never be applicable to a HOA/COA member who posts here. (What condo association would take on the liability of not being a corporation?) If you want me to resign from the forum, I will, and save you the trouble. I do not care to rain on people's parade and subtract from their enjoyment here. It appears to be your forum for the most part. Just say the word.

Atul Kapur, do you mean you think I should have quoted this: [From RONR 45:70] But in a nonstock corporation, where membership is usually on the same basis as in an unincorporated, voluntary association, voting by proxy should not be permitted unless the state’s corporation law—as applying to nonstock corporations—absolutely requires it." ? First, I quoted this sentence from 45:70 in my first post here. Second, condominium associations are not voluntary. If you buy a condo, you're a member of the condo association, and there's no way to get out of it. I believe I am capable of making a decent presentation on why this is so, but respectfully I believe doing so is out of scope for this forum. I am kind of stuck with: People either know why condos are "stock corporations," or they do not.

First, to the OP, is your condominium incorporated? Second, to Mr. Honemann, so far I believe RONR uses the phrase "stock corporation" in just one or maybe a few places. . (I see your bona fides and expect you would know better than I.) One or more older versions of Robert's Rules elaborate a bit on the meaning. For example, http://www.rulesonline.com/rror-08.htm elaborates on characteristics of a stock corporation, at least as far as this earlier version of Robert's Rules sees "corporations." But the latter of course is dated and perhaps counts for nothing except to historians of The Rules. I believe the RONR 12th edition only observes, "In a stock corporation, where the ownership is transferable, the voice and vote of the member is also is transferable, by use of a proxy." In the OP's case, ownership is transferable, meaning to me that a person becomes a member of the condominium association by buying a condominium unit. It seems to me that this 'transferability of membership,' along with RONR 45:70 (as quoted above by me with underlining of the particularly relevant part), would be sufficient to indicate that RONR does not prohibit proxies for this condominium. Furthermore, the condominium association does not seem to me to fall into any other category as far as RONR 12th edition is concerned. Even if RONR were somehow the sole governing document for this association, then I am not sure one could deduce, from RONR's many sections, that RONR prohibits proxies for this association. As for your query about my certainty on xyz, I do hear you that one should not assume. I could respond more substantively, but I think this gets into a non-RONR discussion that is out of bounds. Some of the long-time posters here clarified that new people here need to be warned off from, it seems to me, doing anything other than quoting back RONR sections and restricting comments strictly to those RONR sections. Such is my impression anyway. I hope my explanation herein may serve as an amendment to my earlier post.

The OP has identified that this is a condominium association about which he is talking. A condominium association is a type of stock corporation, where members may transfer ownership, via the sale of one's condo unit. (Compare a non-stock corporation, like say the Elks. An Elk member cannot transfer his membership rights to another person. Or say a city with a City Council presiding. A City Councilor may not transfer her or his membership rights on the City Council to another person.) As a stock corporation, I believe the pertinent section of RONR is 45:70: RONR 45:70-71 - "Proxy Voting. A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it. Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable. In a stock corporation, on the other hand, where the ownership is transferable, the voice and vote of the member also is transferable, by use of a proxy. But in a nonstock corporation, where membership is usually on the same basis as in an unincorporated, voluntary association, voting by proxy should not be permitted unless the state’s corporation law—as applying to nonstock corporations—absolutely requires it." (The underlined and bolded section denotes my emphasis.) Just to be clear that RONR does permit proxies for stock corporations, such as condominium associations. That the FAQ Mr. Martin linked omits this, and just assumes the reader would know that a stock corporation is not an "ordinary" deliberative assembly, disappoints me. It's an FAQ, after all. I think many stock corporation members, well accustomed to proxies with their corporation, might be scratching their heads when they read FAQ 10 at https://robertsrules.com/frequently-asked-questions/. Also, the OP repeatedly insists that RONR is not one of the condo association's governing documents. In my opinion RONR is a governing document of this condominium, on account of state law authorizing it to be such. It's just that RONR is pretty close to the bottom (or is at the very bottom) of the hierarchy of governing documents, meaning that RONR does not govern meetings where it conflicts with governing documents higher in the hierarchy. (I think the long-time posters know this, and perhaps are just trying to keep things clean on a difficult topic. I am posting my opinion for the OP.) When the stakes are high for a particular vote at this condo association; challenges to the vote ensue; and RONR addresses the situation where no other governing document does; from my reading a court will view RONR as a governing document and enforce it to the extent RONR has bona fide requirements (meaning, for one, not RONR rules that use mere "should's"). Else I favor Atul Kapur's remark early on as reflecting the prudent course: "No. The changes, even if within scope of notice, may have be enough to have changed the proxy-giver's opinion — you can't assume otherwise." Yes, it could be that ultimately a court would consider RONR (courts have at times); reflect on the scope of the change (courts have at times; the term "scope of change" is established, in general); and rule that such-and-such change is "in scope." But as Gary Novosielski pointed out, "scope is not always easy to determine unambiguously." This potentially translates to a long dispute, costing a lot of money in attorney's fees. Hence why tempt fate? I think not tempting fate on this issue is particularly important given the mixing of the proxies described here. (As previously noted, the detail of this proxy situation is something that RONR certainly does not treat.) If this condo association selected me as parliamentarian, then after perhaps studying RONR and also consulting here, such would be my recommendation anyway.

For the archives, I believe the following two RONR sections (12th edition) for stock/business corporations (such as yes, HOAs and COAs) are the most pertinent. I quote these sections below in their entirety, adding emphasis on two sentences: 1:23 "A board may be assigned a particular function on behalf of a national, state, or local government, as a village board which operates like a small city council, a board of education, or a board of examiners. In a non-stock corporation that has no assembly or body of persons constituting a general voting membership, as a university or a foundation, the board of directors, managers, trustees, or governors is the supreme governing body of the institution. Similarly, in a stock corporation, although the board of directors is elected by stockholders who hold an annual meeting, it constitutes the highest authority in the management of the corporation. A board within an organized society is an instrumentality of the society's full assembly, to which it is subordinate. Boards are discussed in greater detail in 49." 49:7 "In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void (see 56:41 and 23:9). Except in matters placed by the bylaws exclusively under the control of the board, the society’s assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35). It should be noted, however, that exactly the opposite condition prevails in connection with boards of business corporations, in which the board has exclusive power and authority to operate the business." [Emphasis added by Augustin. Credit to Dan Honemann for first pointing out 1:23 earlier in this thread.] This is a Robert's Rules forum. It seems to me that the two sentences bolded and underlined above, from RONR 12th edition, respond to the OP's question. In short: The decision on the masks in the common areas was always the Board's to make. I do not know how anyone could read the statements above and be certain that the membership can override a decision of the board of a stock/business corporation. If there is the least bit of doubt on the point, then it seems to me that an RONR parliamentarian (and I do not use the term "parliamentarian" lightly) would want to seek the safe course for said stock/business corporation. Said safe course appears to me to be to recommend that the membership first pursue an amendment to the bylaws, allowing the membership to override such-and-such decision by the board by such and such a percentage vote. Once this amendment is achieved, the membership can have the vote it desires to override the board decision. I am posting for the archives, in anticipation of future queries from those involved with stock/business corporations. I think such queries deserve a substantive RONR-based answer where there is one, at least in my opinion. Those of you who rejoined this thread, that I revived after four months, and allowed me to continue the discussion: I thank you for your patience.

Rob Elsman, Where Bylaws and state law conflict with RONR, RONR says the Bylaws and state law trump RONR. This is obviously a part of RONR and so IMO, this is worthy of bringing up. Facts: Every HOA and COA is a corporation. Every HOA and COA is a stock corporation, meaning it has shareholders. Every single state has a statute requiring each corporation to have a board. Every single state has a statute vesting either the Board or the membership with the authority to makes decisions pursuant to state law and the HOA/COA's governing documents. A corporation's Bylaws, Articles of Incorporation (AoI), and Declaration are a contract. This contract binds all members of the stock corporation together in agreement that all will follow the terms of the Bylaws, AoI and Declaration. RONR distinguishes often between its rules for (1) a non-stock corporation or non-stock entity and (2) a stock corporation. When the membership attempts to countermand a corporate board decision, and either the Bylaws, Declaration, Articles of Incorporation do not reserve this power to the membership on the subject where the membership wishes to exercise this power, then I see two problems within the scope of RONR: First, the Board always has the right to reverse the membership decision, pursuant to the higher authority of the Bylaws and state law and what the Bylaws and state law say about Board powers. Which means decisions theoretically would go back and forth endlessly between the Board and membership. Which makes no sense. Second, the membership is attempting to modify the contract that the HOA/COA's governing documents are. Per RONR, a modification to such a contract may be done only via the amendment process given in the governing documents. For these reasons, I believe this forum's members' frequent insistence on addressing stock corporation queries by reverting to RONR is misguided. Because time and again, the responses here are either flatly wrong (like this latest post by Rob Elsman) in application to a stock corporation, or the responses confuse the person making the query. I believe that nearly always, posters who come here with questions about the parliamentary procedure for their stock corporation should be told that discussions of parliamentary procedure for stock corporations is out of this forum's scope, due to the intense regulation of corporations under state law, denoting significant conflicts with RONR. Per RONR itself, said conflicts are resolved in favor of state law and the stock corporation's governing documents. Where a thread asks about the parliamentary procedure for a stock corporation, the posts and threads that embark on a long discussion of a particular subset of RONR bury the high likelihood that RONR does not even apply when it comes to answering the query do a grave disservice to the person asking the question. In the alternative, I think every time a person queries here about whether the membership of a stock corporation can countermand a board decision should be told that the RONR-dictated approach is to first amend the Bylaws to give the membership the power the person making the query seeks. This will force stock corporation members posting here to either go to their bylaws and ultimately, as needed, the AoI, Declaration, and state law, or give up. I believe either is preferable to sending the person away from here with incorrect information. I am also grateful to those posters here that answer queries about a stock corporation with a short response that the query is out of scope here. I believe RONR's own rules on the content of debate for an assembly, such as this forum, support such responses.

Gary Novosielski, thank you for your opinion. My view is based largely in reading a wealth of HOA and condominium case law for the past 13 years that speak to the board's rights and owners' rights. Said case law treats statutes and the bylaws at length. In much of this case law are HOAs and COAs that are subject to Robert's Rules. Josh Martin posted: "As to my belief that "an association has powers that are not delineated in the bylaws," I believe this because, as a matter of the common parliamentary law and RONR, it is correct." I responded that I could not come up with any. Richard Brown proposed one. I find what Richard Brown proposed to be not a power of the membership but more of the membership wishing to express an opinion, via a vote, with no substantive effect on how the HOA/COA operates or any owner. I guess that's some kind of power. Please feel free to name other powers not delineated in the bylaws or state law and which the membership could conceivably exercise. [Edit:] Importantly, I continue to feel the safe route is to amend the bylaws or Declaration to give the members the specific power that they want (assuming said power does not violate some other law). This would satisfy RONR, the governing documents, and state law. I do not like tempting fate (as in someone sues) by putting a parliamentarian theory, applied to a shareholder corporation, to a test. Do you? [end Edit] I am trying to be fair. I simply cannot think of a "power" not delineated in the bylaws or state law that truly represents "power" that the membership in theory could use in some way to get what the membership wants. My position remains that the powers of a corporation derive from the governing documents and state law. Yes, the governing documents sometimes include RONR, but only to the extent RONR does not conflict with the governing documents and state law. I am sorry you seem to think that I am being illogical and that I should just succumb to a majority view here, by parliamentarians. I would not have expected such a tactic to be something parliamentarians employ.

Saralyn, is this a corporation? If so, state statutes may have more to say on member participation. Feel free to give your state or PM me, and I can say a bit more. Though just a bit, because this is a forum dedicated to Robert's Rules and I do not want to go off-topic.

Jojo, the Texas nonprofit corporation statute expressly addresses resignations. The statute trumps anything RONR says on this. This Robert's Rules forum understandably discourages discussion of parliamentary procedures outside of RONR. Please feel free to PM me or email me. I can suggest a forum that can give you more direction on this matter for the state of Texas.

Josh Martin, I do appreciate the caveat at the bottom of your posts and your other, customized caveats to those who post here. But in my experience at another forum, folks are not reading carefully (no surprise). They are missing this and other warnings many of the long-time posters here kindly offer. I do wonder what fraction of the posts here are from shareholder organizations, such as HOAs/COAs. I should think it's quite large. If so, then I suspect one reason its being large is because members of City Councils and State Legislatures have their own parliamentarians and city/county/state attorneys to whom they may turn with questions. This perhaps leaves, as possible members at this forum, those who participate in non-shareholder organizations like charities, with largely honorary boards (said board members often being big donors) that are not exercising a great deal of power. They are less likely to have the pressing issues that those in shareholder organizations do. Anyway I can sense some dismay here with me or others pointing out the conflicts, for shareholder organizations, between RONR and {state law, Declaration, Articles Bylaws) and will take it as feedback.

Since the OP is speaking about a HOA, I hasten to point out that HOA bylaws often do give the President the sole authority to recognize a non-director who wishes to make a statement (not a motion, of course). I realize you qualified your comments to some extent in the first paragraph. I want to be clear that this qualification also applies to your second paragraph (as I quoted it above).

Josh Martin posted: Speaking generally, I think it would be helpful for us to understand each other if you would focus on a type of organization other than an HOA or COA - ideally, an organization with voluntary membership. There are numerous regulations in state law pertaining to HOAs and COAs (for good reason), and I can understand how it is difficult to untangle your knowledge of those laws from a discussion of RONR. My response: I am not interested in some kind of general discussion of RONR. I am concerned at how often folks from HOAs / COAs come here, with said HOAs/COAs being subject to RONR, and receive mis-information, for the reasons I gave above. I will try to keep any responses I post here to those from HOAs/COAs short and to the point, suggesting they post at a HOA/COA forum and PM me for my suggestions on same. I watch HOA / COA boards, say, assess $10,000 to owners for filing a legitimate, non-frivolous Fair Housing complaint. (The latter is fact. It's happened at least twice in two different states in the last few years.) Owners from HOAs/COAs come online looking for help. If they land at this particular forum and get an answer saying the collective membership can vote to impose such a "penalty" for filing a Fair Housing complaint, then in my opinion this forum has done a serious, grave disservice. I respectfully urge those here who love the study of RONR to consider when they should urge people to turn to state law, the governing documents and another forum, and ignore any discussion of RONR for the time being.

Josh Martin, you posted that the "common parliamentary law" "vests" "powers, duties and authority" to an association. I believe "common parliamentary law" refers to the parliamentary procedures an association has adopted. In the United States, to me this means the bylaws and the state statutes to which an organization has chosen to be subject. I already observed that the organization's governing documents and state statutes vest the organization with its powers. I suspect you want to speak of the philosophy of governance? I want to speak of actual governance. For the greater part, don't people come here with real-life problems involving parliamentary procedure? Sometimes this procedure involves Robert's Rules. With HOAs/COAs, in my experience more often than not for real-life solutions one has to go to the bylaws and state law. You concluded with: RONR does not require powers to be specifically granted to the membership by the bylaws in order for the membership to exercise them. (State law, however, very well might, and almost certainly does for the types of organizations you describe - to the extent doing so is even permitted under state law.) I agree with these closing words of yours, with a caveat: For shareholder corporations such as HOAs and COAS, my own version of these closing words would put much more emphasis on state law and the governing documents. The conflicts between RONR and state law, the Bylaws, Articles of Incorporation and Declarations are rampant, from proxies, to open meetings, to discipline to the majority or super majority requirements to more. As you know, and with conflicts, this means state law, the Declaration, Articles of Incorporation and Bylaws control for shareholder corporations such as HOAs/COAs.