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Article VI of the By Laws for my incorporated Homeowners Association, "Parliamentary Authority," is missing the "not" found in the RONR model - "The rules contained in the current issue of Robert's Rules of Order, Newly Revised shall govern the proceedings of the Association in all cases in which they are inconsistent with these Bylaws or those of the Articles of Incorporation." (emphasis added) ... i.e., versus the more logical model, "in which they are not inconsistent" (emphasis again added) At the very least, this seems to set up an endless loop with respect to parliamentary authority itself: our bylaws defer to RONR, which defers to our bylaws, which defer to RONR, et cetera. As crucial if not more so, since our bylaws are near-silent on removal of a Board director, this parliamentary authority construction of ours seems to point us very heavily to Chapter XX of RONR (11th ed.) . . . which was completely ignored by the Board in an effort this past month to remove one of our directors from the Board. Back to our bylaw on Parliamentary Authority, I have two questions -- (1) As it stands, does our bylaw on Parliamentary Authority even have any force whatsoever, since it seems openly inconsistent with RONR, but then by its own terms would itself be stating that RONR is thereby applicable . . . ? (2) If we were to decide to "correct" this particular bylaw to include the missing "not," would we need to go through the full process usually required for amendment of a bylaw? or can a case be made that ours is an error as obvious as a misspelled word or a missing comma (although even those errors are not necessarily incidental)?
Homeowners association, parliamentary authority RONR (11th ed., with the wonky blooper of the missing "not," so I'm looking at all this as if that had been corrected), nothing in our bylaws that touches on the following issue. At our monthly board meeting this past Monday, a director brought a motion to the board for consideration. The motion was poorly worded, so at the suggestion of the presiding officer (our president), the wording of the motion was amended before it was stated by the chair; then the amended version was seconded. Debate ensued on the reworded motion. A vote was taken, and the motion failed. At which point the director who had wanted to raise the issue now re-made his original motion, as had been stated (complete with its poor wording) in his original motion, now bringing it before the board as a "new motion." That "new motion" was seconded, and nobody raised any objection to taking another whack at it, and the presiding officer permitted the "new" unedited version of the motion. Debate ensued. Another vote was taken, and the motion again failed. At which point the director who had wanted to raise the issue now tried a completely new wording, but in every substantive respect in every nature and effect of the issue, amounted to a third whack at the same motion. Need I relate what ensued? . . . including that this third whack was not the final one? ... or that the final result after all whacks, the motion still failed? As I read RONR, this is not at all what our homeowners (or the board, for that matter) should have had to endure. Alright, but what would be the best RONR rule to raise against this? That a main motion can only come before the board one time during any one meeting on any one day? Or are all the additional motions considered dilatory? Or anything else out there? And since the presiding officer did nothing to put a stop to it, should any of the other directors on the board - which had clearly indicated how they would dispose of any and all whacks at this issue - stepped forward with a point of order? And then if either the presiding officer or any other director had put a stop to it via parliamentary procedure, would the director who had been bringing the motion have any recourse other than to bring a new motion at the next board meeting next month...?
To what extent is RONR (11th ed.), §63., “Investigation and Trial,” binding on a homeowners association, the Board of which recently attempted to remove a Director without any apparent interest in applying §63 (or numerous other rules stipulated by RONR, for that matter)? RONR (11th ed.), p.653, ll. 26-34, in the first of two bullets, state – “If the bylaws provide that officers shall serve “for __ years or until their successors are elected,” the officer in question can be removed from office by adoption of a motion to do so. The vote required for adoption of such a motion is (a) a two-thirds vote, (b) a majority vote when previous notice (as defined on p. 121) has been given, or (c) a vote of a majority of the entire membership – any one of which will suffice.” As contrasted with the second bullet (further comment below), use of this bylaw wording, together with the appropriate choice of action, appears sufficient to remove an officer, without specification of cause and without recourse to §63. In our by laws, Article II (“Officers”), Section 2 (“Terms of Office”) uses the “or” framework described by this first RONR bullet – “The . . . Directors of . . . Operations . . . shall be elected in odd numbered years and shall serve for a term of two (2) years or until their successors are elected.” However, our by laws also include a specific provision directly addressing removal of an officer: Article II (“Officers”), Section 6 (“Removal from Office”) – “An Officer may be removed from office for misconduct or neglect of duty in office by a two-thirds (2/3) vote of the Officers, present and voting. The Officer being removed shall be given an opportunity to be heard by the Board of Directors prior to the vote.” Not only does our by law explicitly limit our options to the first option stated in the RONR bullet cited above, but our “misconduct or neglect of duty” phrase alluding to removal from office with cause doesn’t sound like the no-cause sense of that first bullet in the cited RONR text. So although we have the “or” construction in our statement of terms of office (i.e., thus technically do not fit into the phrase before the ellipsis in the quote I’m about to cite), our provisions that directly relate to removal from office sound a whole lot more along the lines of the second bullet, at RONR (11th ed.), p. 654, ll. 8-13.: “… an officer can be removed from office only for cause – that is, neglect of duty or misconduct – in accordance with the procedures described in 63; that is, an investigating committee must be appointed, charges must be preferred, and a formal trial must be held.” If I can give our by laws drafters the benefit of the doubt of knowing what they set up for us (but remember, ours is the set of by laws missing a crucial “not” in its statement of parliamentary authority), it would seem that they do wish to prevent removal of an officer for any reason other than neglect of duty or misconduct, and that they intend further restraint by restriction of method of removal solely to a two-thirds vote of the Board . . . but that perhaps they hope their use of “or” in their by laws setting terms of office give them freedom beyond that point to kick an unwanted officer off the board without advance notice to homeowners, without any advance notice to the targeted Director until the verbal statement of the motion, et cetera, . . . and showing no awareness of or responsibility under §63. Is the fig leaf of that “or” in our terms of office really as huge as they seem to be making it out to be? Or does that crucial "or" pretty much rip sec. 63 out of our HOA's version of RONR?