Noelgroup Posted July 22, 2011 at 05:41 PM Report Share Posted July 22, 2011 at 05:41 PM At our condo annual meeting (our bylaws have adopted Robert's Rules) The entire meeting was relaxed about procedure as has been the style for many years (most members do not understand or attempt to use RRs). At the end of a long and difficult meeting, under new business, a motion for a residents survey to gather views and priorities for the Board to consider was motioned and seconded from the floor. After a little discussion the presiding officer asked for those in favor and the entire room (except the Board) said yea and were in favor. It was a popular idea to a long standing problem of getting views into the system. There was no other business and the meeting was adjourned. But it now seems we have been hi-jacked by the Board. The Annual Meeting minutes came out yesterday and this was recorded under New Business: 'XX made a motion that he would be willing to draft a community survey on priorities, issues and concerns of the residents to assist the Board. XX seconded the motion. (This motion was never called for a vote and died with adjournment of the Annual Meeting.) Adjournment: XX motioned to adjourn the meeting. Seconded by XX. The meeting was adjourned at 9.20pm.'The residents who were present all recollect the motion and being in favor of it. The presiding officer, and the Secretary said nothing after the room answered yeas in response to those in favor (and none against) and just went on to eventually close the meeting. The President (who was not present at the AM) does not want a survey and has now said the motion was not recorded therefore it didn't happen and the AM minutes have been filed so will stand as sent out. What can we do? Link to comment Share on other sites More sharing options...
Robert B Fish Posted July 22, 2011 at 07:11 PM Report Share Posted July 22, 2011 at 07:11 PM Use of the minutes to attempt to rewrite history is dishonest. The secretary who allows this has committed dereliction of duty and all who participated could be subject to discipline, including being stripped of their office or even ejected from the organization. See FAQ#20.-Bob Link to comment Share on other sites More sharing options...
Chris Harrison Posted July 22, 2011 at 07:47 PM Report Share Posted July 22, 2011 at 07:47 PM Use of the minutes to attempt to rewrite history is dishonest. The secretary who allows this has committed dereliction of duty and all who participated could be subject to discipline, including being stripped of their office or even ejected from the organization. See FAQ#20.Agreed and the President should go as well. But what (if anything) can the Membership do about this? As it is right now the minutes and President are saying that this motion is dead (although according to Noelgroup the motion passed overwhelmingly). Would it be enough for the Membership to call a Special Meeting (if the bylaws provide for them) or at their next meeting (hopefully not having to wait for a whole year) correct the minutes, ordering the proper parties to start working on the survey, and subjecting the President and Secretary (and the Board if they had some part in all of this) to some form of discipline or is there something else that should be done in addition to set things right? Link to comment Share on other sites More sharing options...
Noelgroup Posted July 22, 2011 at 07:58 PM Author Report Share Posted July 22, 2011 at 07:58 PM Thanks Bob - I must say we were all pretty shocked when the minutes came out. During the AGM we were niaive enough to think that the motion had been accepted, voted on and passed - but technically the presiding officer should have repeated the motion, reported the result of the vote and passed the motion... but the group has never been that formal and it was obvious to all that the feeling of the room was very much in favor. So it never crossed our minds (it was our first AM) that the Board (or at least one or two of them) would be so devious.... But now we know better by reading the minutes that have just been sent out recording the motion raised with this added sentence "(this motion was never called for a vote and died with adjournment of the AM)."The Secretary has not returned an email asking why this was written this way. The managing agent officer (who has only been in his job 2 mths and has no experience) is collecting questions and comments from members and giving them straight to the President, so we will never really know how many others take issue with this. The President said to me this morning at a private meeting to discuss (the only way he would meet with us) - "that's the way it happened (even though he wasn't there!), the presiding officer never called for a vote, so it was not taken up, and that's the way the minutes were written and they are filed now so that is in the past."Is our only chance to set the record straight going to be at next year's AM (in 12 mths time) when the minutes are read and approval sought? Link to comment Share on other sites More sharing options...
Noelgroup Posted July 22, 2011 at 08:19 PM Author Report Share Posted July 22, 2011 at 08:19 PM Our Bylaws do allow for Special meetings to be called (with 20% of owners writing in). And we could go down that path but it will end negatively and be deemed a waste of time and energy by some, especially as the condo has much bigger problems and ongoing litigation with a window installer and so on (the President thinks by focusing on this we are dealing with 'minnows' while he is in charge of dealing with 'sharks'!!!). The problem also is that I now know that only the Secretary (who has been doing it for over 20 yrs) knows anything about RONR and the rest are your average condo owners, with half not in full time residence and spread all around the country and most vote by proxy - (42 proxies out of 68 at the AGM). Even the presiding officer (a previous Board President stepping in in the President's absence) admitted at the meeting he didn't know much about RRs. So I know the rest know nothing and that's why we didn't realise what was happening until too late. (But we are now determined to become experts in RONR so as not to be hoodwinked again!) Link to comment Share on other sites More sharing options...
Bruce Lages Posted July 22, 2011 at 09:31 PM Report Share Posted July 22, 2011 at 09:31 PM Read Mr.Fish's first response again. The actions of the chair pro tem and any accomplices at, and after, the annual meeting were dishonest. I don't think that can be glossed over by a claim of not being conversant with RONR. Whether these actions were intentionally dishonest or not may be debatable but, looking at your food chain analogy from a parliamentary perspective, this is definitely more of a 'great white' issue than a 'minnow' issue.If the events at the meeting transpired as you have related them, and if you can confirm this with a substantial number of other members (more than the 20% you need to call a special meeting), then I would be inclined to go ahead and demand that meeting as soon as possible, listing two agenda items: 1) amending the minutes of the annual meeting to conform to reality, and 2) (if necessary if 1) fails) renewing the motion to conduct your survey.(Please help me out here, regular contributors - special meetings don't approve minutes but I'm assuming they could amend minutes in a case like this?)IF you could go this route, I believe it would send a very strong message to your board and anyone else involved that the membership will not tolerate dishonesty in regard to their legitimate actions at a membership meeting. Also note that if you do this, you would still not be precluded from taking disciplinary action against the offenders if you all felt it appropriate. Link to comment Share on other sites More sharing options...
Chris Harrison Posted July 22, 2011 at 09:42 PM Report Share Posted July 22, 2011 at 09:42 PM (Please help me out here, regular contributors - special meetings don't approve minutes but I'm assuming they could amend minutes in a case like this?)I see no reason why they couldn't. Link to comment Share on other sites More sharing options...
Noelgroup Posted July 22, 2011 at 10:30 PM Author Report Share Posted July 22, 2011 at 10:30 PM Bob, Chris and Bruce,Thank you guys very much. This Forum is seriously great and I know it will help me become a better parliamentarian - and help our membership get the better treatment they deserve. Thank you! Link to comment Share on other sites More sharing options...
Rob Elsman Posted July 22, 2011 at 11:31 PM Report Share Posted July 22, 2011 at 11:31 PM At our condo annual meeting (our bylaws have adopted Robert's Rules) The entire meeting was relaxed about procedure as has been the style for many years (most members do not understand or attempt to use RRs). At the end of a long and difficult meeting, under new business, a motion for a residents survey to gather views and priorities for the Board to consider was motioned and seconded from the floor. After a little discussion the presiding officer asked for those in favor and the entire room (except the Board) said yea and were in favor. It was a popular idea to a long standing problem of getting views into the system. There was no other business and the meeting was adjourned. But it now seems we have been hi-jacked by the Board. The Annual Meeting minutes came out yesterday and this was recorded under New Business: 'XX made a motion that he would be willing to draft a community survey on priorities, issues and concerns of the residents to assist the Board. XX seconded the motion. (This motion was never called for a vote and died with adjournment of the Annual Meeting.) Adjournment: XX motioned to adjourn the meeting. Seconded by XX. The meeting was adjourned at 9.20pm.'The residents who were present all recollect the motion and being in favor of it. The presiding officer, and the Secretary said nothing after the room answered yeas in response to those in favor (and none against) and just went on to eventually close the meeting. The President (who was not present at the AM) does not want a survey and has now said the motion was not recorded therefore it didn't happen and the AM minutes have been filed so will stand as sent out. What can we do?Now you know why the rules require the president to put both the affirmative and the negative and to announce the result of a vote. Link to comment Share on other sites More sharing options...
Gary c Tesser Posted July 23, 2011 at 12:24 AM Report Share Posted July 23, 2011 at 12:24 AM I see no reason why they couldn't.Because of p. 456, lines 26 - 27.(I have the feeling that that is not dispositive, but I don't see anything else offhand.) Link to comment Share on other sites More sharing options...
Chris Harrison Posted July 23, 2011 at 12:42 AM Report Share Posted July 23, 2011 at 12:42 AM Because of p. 456, lines 26 - 27.(I have the feeling that that is not dispositive, but I don't see anything else offhand.)I was thinking about that but I think that language means that approving minutes in a Special Meeting is not SOP (plus only business that is mentioned in the call can be validly conducted). So I don't see why the approval/correction of minutes couldn't be put in the call thus allowing that business to be conducted. Also, reading Noelgroup's post (#4) I somewhat question whether the minutes were already approved by the Board or some other body (although the bylaws or Membership would have to authorize that body to approve the minutes). If that is the case they wouldn't be approving the minutes in a Special Meeting since they were already approved and so the proper method of attack would be to use Amend Something Previously Adopted. Link to comment Share on other sites More sharing options...
David A Foulkes Posted July 23, 2011 at 01:02 AM Report Share Posted July 23, 2011 at 01:02 AM Because of p. 456, lines 26 - 27.(I have the feeling that that is not dispositive, but I don't see anything else offhand.)How about this? Link to comment Share on other sites More sharing options...
Rob Elsman Posted July 23, 2011 at 01:10 AM Report Share Posted July 23, 2011 at 01:10 AM Because of p. 456, lines 26 - 27.(I have the feeling that that is not dispositive, but I don't see anything else offhand.)What is said there has nothing to do with the amendment of previously-approved minutes. Provided that the item of business is included in the call of the special meeting, as usual, there is nothing in the rules that prevents the amendment of previously-approved minutes at a special meeting. Link to comment Share on other sites More sharing options...
Chris Harrison Posted July 23, 2011 at 01:15 AM Report Share Posted July 23, 2011 at 01:15 AM How about this?That is pretty impressive finding that topic which is over a year old. How did you locate it so fast? Link to comment Share on other sites More sharing options...
David A Foulkes Posted July 23, 2011 at 01:21 AM Report Share Posted July 23, 2011 at 01:21 AM That is pretty impressive finding that topic which is over a year old. How did you locate it so fast?If you must know....Well, at first I ruminated a bit, then....... well, let's just say that I file a lot under key words. The advanced search function on this forum leaves a good bit to be desired, but I recalled that conversation with Mr. Honemann's contribution, though only in a vague way. So I searched for keyword "special" (this function won't take two-word phrases, so I didn't bother with "special meeting") with author "Dan Honemann" (even though he was not the OP), then glossed over the topic titles that were returned until I saw one that looked likely. Some call it rocket science. It's just plain old elbow grease with a good idea which elbow to grease.And now my secret is out. Gnats! Link to comment Share on other sites More sharing options...
Tim Wynn Posted July 23, 2011 at 01:31 AM Report Share Posted July 23, 2011 at 01:31 AM Because of p. 456, lines 26 - 27.(I have the feeling that that is not dispositive, but I don't see anything else offhand.)A special meeting does not approve minutes... unless that's the purpose of the meeting. You won't find the underlined text in RONR, but you can assume it. Link to comment Share on other sites More sharing options...
Chris Harrison Posted July 23, 2011 at 02:16 AM Report Share Posted July 23, 2011 at 02:16 AM If you must know....Well, at first I ruminated a bit, then....... well, let's just say that I file a lot under key words. The advanced search function on this forum leaves a good bit to be desired, but I recalled that conversation with Mr. Honemann's contribution, though only in a vague way. So I searched for keyword "special" (this function won't take two-word phrases, so I didn't bother with "special meeting") with author "Dan Honemann" (even though he was not the OP), then glossed over the topic titles that were returned until I saw one that looked likely. Some call it rocket science. It's just plain old elbow grease with a good idea which elbow to grease.And now my secret is out. Gnats!Jolly good show sir. My hats off to you. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted July 23, 2011 at 05:53 AM Report Share Posted July 23, 2011 at 05:53 AM Jolly good show sir. My hats off to you.Yes. Plaudits to Mr. Foulkes. (Rhymes with "snoulkes." Not with "doulkes," in which the "d" and the "l" are silent, the word having evolved from the paleo-archaic Early Anglo-Saxon, dating from ~ 350 - 522 AD ("Accreting Counting"), in which those letters were pronounced "fizz." In case it comes up.) Link to comment Share on other sites More sharing options...
Larry Cisar Posted July 23, 2011 at 07:53 AM Report Share Posted July 23, 2011 at 07:53 AM The residents who were present all recollect the motion and being in favor of it. The presiding officer, and the Secretary said nothing after the room answered yeas in response to those in favor (and none against) and just went on to eventually close the meeting. The President (who was not present at the AM) does not want a survey and has now said the motion was not recorded therefore it didn't happen and the AM minutes have been filed so will stand as sent out. What can we do?You may need an attorney more than a parliamentarian. If the president does not want to listen to the membership, there is little that parliamentary procedure can do for you. Just to give you a second way of looking at things. Link to comment Share on other sites More sharing options...
Noelgroup Posted July 23, 2011 at 08:03 AM Author Report Share Posted July 23, 2011 at 08:03 AM Agreed Larry - especially after our 'private' meeting with the President this morning where he made it clear that he had little regard for the membership. He even had the front to ask us what we wanted and would that stop us from causing problems! Link to comment Share on other sites More sharing options...
Noelgroup Posted July 23, 2011 at 08:23 AM Author Report Share Posted July 23, 2011 at 08:23 AM OK - so can I wrap this one up with one last specific 2 part question. (And I know that this one is not strictly about RONR but I would beg your indulgence) If it all happened as I have said - that the Secretary was holding 42 proxies (and wouldn't it have been interesting if he had made sure the vote was called properly - and then cast the proxies against to outnumber and kill the survey motion!). Anyway - so a motion for a survey was made, seconded and the room of 30 people agreed - the presiding officer and secretary said nothing further (perhaps knowing that as no-one else in the room knew RONR that they could achieve the kill option that way, who knows) but the members in their ignorance thought they had agreed something and that it would happen - and then the meeting was adjourned. Specific 2 part question is this - Was the wording the Secretary used to record the motion (quoted in first entry) actually correct? and is there any accountability on the presiding officer and/or secretary to have finished the motion process or are they allowed (as they did here) to just stop speaking and when nobody noticed or knew enough to speak out, adjourn the meeting and then record in the minutes that the motion failed and was killed?Thanks again guys - much appreciated. Link to comment Share on other sites More sharing options...
Dan Honemann Posted July 23, 2011 at 11:00 AM Report Share Posted July 23, 2011 at 11:00 AM OK - so can I wrap this one up with one last specific 2 part question. (And I know that this one is not strictly about RONR but I would beg your indulgence) If it all happened as I have said - that the Secretary was holding 42 proxies (and wouldn't it have been interesting if he had made sure the vote was called properly - and then cast the proxies against to outnumber and kill the survey motion!). Anyway - so a motion for a survey was made, seconded and the room of 30 people agreed - the presiding officer and secretary said nothing further (perhaps knowing that as no-one else in the room knew RONR that they could achieve the kill option that way, who knows) but the members in their ignorance thought they had agreed something and that it would happen - and then the meeting was adjourned. Specific 2 part question is this - Was the wording the Secretary used to record the motion (quoted in first entry) actually correct? and is there any accountability on the presiding officer and/or secretary to have finished the motion process or are they allowed (as they did here) to just stop speaking and when nobody noticed or knew enough to speak out, adjourn the meeting and then record in the minutes that the motion failed and was killed?Thanks again guys - much appreciated.You say that the motion was recorded as follows "XX made a motion that he would be willing to draft a community survey on priorities, issues and concerns of the residents to assist the Board." We have no way of knowing if it was recorded correctly or not. It seems apparent from what you say that this motion was not adopted (which is hardly surprising with the Secretary sitting there with well over a majority of the votes in his pocket). Time to move on. Link to comment Share on other sites More sharing options...
David A Foulkes Posted July 23, 2011 at 11:31 AM Report Share Posted July 23, 2011 at 11:31 AM Is our only chance to set the record straight going to be at next year's AM (in 12 mths time) when the minutes are read and approval sought?You only have one membership meeting a year? (And for now we won't even get into waiting 12 months to read and approve the minutes)Assuming (and hoping) you have them more frequently, the motion can be renewed (moved again) at the next meeting. Of course, it would help if those 42 proxies weren't under the Secretary's control.Curious: how do you think those 42 members have voted on the survey? Is it an advantage for the secretary to be able to cast them (ie. they're against it), or possibly not? Link to comment Share on other sites More sharing options...
Noelgroup Posted July 23, 2011 at 07:16 PM Author Report Share Posted July 23, 2011 at 07:16 PM You say that the motion was recorded as follows "XX made a motion that he would be willing to draft a community survey on priorities, issues and concerns of the residents to assist the Board." We have no way of knowing if it was recorded correctly or not. It seems apparent from what you say that this motion was not adopted (which is hardly surprising with the Secretary sitting there with well over a majority of the votes in his pocket). Time to move on.The recorded part I was referring to was the following sentence in brackets "(this motion was never called for a vote and died with the adjournment of the annual meeting.)" For an association that has never been that formal with meetings to all of a sudden record the motion this way? And is there no responsibility on the presiding officer to finish the process - after he asked for the motion, then asked for a second, and then asked for those in favor - and then said nothing? Link to comment Share on other sites More sharing options...
Noelgroup Posted July 23, 2011 at 07:32 PM Author Report Share Posted July 23, 2011 at 07:32 PM You only have one membership meeting a year? (And for now we won't even get into waiting 12 months to read and approve the minutes)Assuming (and hoping) you have them more frequently, the motion can be renewed (moved again) at the next meeting. Of course, it would help if those 42 proxies weren't under the Secretary's control.Curious: how do you think those 42 members have voted on the survey? Is it an advantage for the secretary to be able to cast them (ie. they're against it), or possibly not?Hi DavidWe do not know when the next membership meeting will be. Hopefully there will be one this year and we will be prepared to raise the motion again. As to the minutes - yes - it would seem from previous AGMS that they will not be read and approved until the next AGM in July 2012.Regarding the 42 proxies - the secretary writes to all before the AGM and encourages everyone, even if they plan to attend, to send in a general proxy which also includes their votes for the nominated members for that year's Board positions (which also 'cancels' out any meaningful nominations from the floor which we discussed in an earlier post). But interestingly, there were probably a dozen members who sent in their general proxies but attended the meeting in person (which of course cancels out their proxy) and the members not attending either don't care or don't expect anything worth discussing will be voted on so the secretary would be able to use them as he saw fit. It would have been very interesting and I think would have exposed the problem with having proxies at an AGM and forced the secretary to show that he wanted to shut the whole thing down. Most members see no harm in a survey, and some really want it as they are getting fed up with being isolated with no communication into, or out of, the Board. And the Board President obviously doesn't like the idea as they might have to do something with the results. Roll on the next meeting! Thanks again for all your comments. Link to comment Share on other sites More sharing options...
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