HOA Annual Meeting and Applying Robert's Rules of Order

[Guest Donald]

Hi everyone,

I am interested to know how one would go about applying Robert's Rules to the annual board meeting for a Home Owners Association.

The meeting is jointly run by the property management company and the board of directors - it is open to all home owners within the property to attend. The agenda is as follows:

1. intros

2. presidents message

3. financial report

4. architectural committee report

5. Nominations and Elections for open board positions

6. Questions and Answer period for the residents.

7. Election results

8. Adjourn

The main aspects about quorum and notice, etc are all observed, but some residents think that the strict application of the rules should apply and the should be able to make motions, etc.

Since the only item which is up for vote is the election of new members, and most other items would either be voted on by the board after due research/legal council etc and anything which might amend the articles of incorporation requires a well documented process, I am uncertain what other motions could be made and how the voting would actually occur in a meaningful way. For example, I do not thing it would be proper for a homeowner to say table a motion to change one of the community rules and regs and have it debated and voted on, either by the board or the attendees. The meeting usually only barely meets quorum and any proxies submitted have only been made aware of the election as a possible vote.

I do see where the Q&A period could follow the structure or each homeowner can ask one question and cannot rise to speak until all others have had a turn, and the process of only directing the questions to the chair/board instead of allowing cross talk with the other members.

Any suggestions or thoughts would be welcome and appreciated.

Thanks,

Donald

[Chris Harrison]

While the default position under RONR is the General Membership has all the authority it is quite possible that the HOA membership through the bylaws delegated a vast majority of it to the Board/Management Company. So you will need to look to the bylaws to determine how much authority the Membership ceded to the Board (it is quite possible that they have given up all their authority besides electing Board members and possibly amending the bylaws).

[Trina]

Hi everyone,

I am interested to know how one would go about applying Robert's Rules to the annual board meeting for a Home Owners Association.

If this is indeed a board meeting, then homeowners who are not board members have no rights at all according to the rules in RONR. Given the content of the agenda which you list below, however, I have doubts that this is a board meeting.

The meeting is jointly run by the property management company and the board of directors - it is open to all home owners within the property to attend. The agenda is as follows:

1. intros

2. presidents message

3. financial report

4. architectural committee report

5. Nominations and Elections for open board positions

6. Questions and Answer period for the residents.

7. Election results

8. Adjourn

Nominations and elections for board positions sounds like the responsibility of the general membership. This is why I question whether the meeting is actually a board meeting. If it is, in fact, a general membership meeting, then the general members do indeed have many rights at such a meeting, including the right to make motions and vote on them.

The main aspects about quorum and notice, etc are all observed, but some residents think that the strict application of the rules should apply and the should be able to make motions, etc.

Since the only item which is up for vote is the election of new members, and most other items would either be voted on by the board after due research/legal council etc and anything which might amend the articles of incorporation requires a well documented process, I am uncertain what other motions could be made and how the voting would actually occur in a meaningful way. For example, I do not thing it would be proper for a homeowner to say table a motion to change one of the community rules and regs and have it debated and voted on, either by the board or the attendees. The meeting usually only barely meets quorum and any proxies submitted have only been made aware of the election as a possible vote.

I do see where the Q&A period could follow the structure or each homeowner can ask one question and cannot rise to speak until all others have had a turn, and the process of only directing the questions to the chair/board instead of allowing cross talk with the other members.

Any suggestions or thoughts would be welcome and appreciated.

Thanks,

Donald

If the meeting is, in fact, a membership meeting, then members have full rights to make motions, debate, and vote (of course, certain types of motions, such as amendment of the bylaws, may have additional requirements/limitations spelled out in the bylaws, such as requirements for previous notice).

edited to add:

The meeting is jointly run by the property management company and the board of directors...

Just one more comment -- if this is in fact an annual meeting of the general membership, then the general membership runs the meeting. The management company and the board may assume they run the meeting, but they have no right to do so. In fact, at a membership meeting, there is no board -- individual board members may be in attendance, but they do not constitute the board, and have no powers as the board.

[Tim Wynn]

HOA's are often under the misconception that the board runs the association and the members are only allowed to watch.

[Guest Donald]

Hi all,

Thanks very much for your great feedback - you are correct - it is not an annual board meeting, it is the "annual meeting of members".

Based on the feedback it seems like the board and property management company will need to be prepared for motions which could result in votes and understand which votes can be immediately implemented and which would require additional steps to implement.

In terms of the board and the property management company running the meeting - it is they who schedule the meeting, prepare the materials to be presented in accordance with the requirements of the annual meeting and will be in the position of ensuring the attending members are following the rules for the meeting. So I accept the position that the members may have all the power at the meeting, but someone likely needs to provide some guidance and direction to make the meeting effective. In terms of chairing the meeting, is the President of the board a suitable chair or is there some process that must be observed to allow for a chair? I see nothing called out in the declaration and by-laws as to a process for this....

In terms of the quorum requirements it reads that as long as there is 10% of the members there, any business can be conducted so as this is cited in the convenants and by-laws that this is possible, there may be no expectation of notice that any vote might be held at the meetings. Sending in your proxy could equate to allowing someone to vote in favor or against anything coming before the meeting? For example, if there is currently a rule allowing street parking, a motion could be made to disallow street parking and after the proper rules were followed it could be voted upon and become part of the RR&R. In the case of an amendment - 2/3s of the entire community is required, so I guess in that case all that could be done is to possibly have a motion pass that it be put to a vote for the full membership?

Finally, as the board has no explicit authority at the meeting and are simply members, then I guess so long as they are meeting the obligation of presenting the required information to the members - then there is no requirement to host a question and answer session with the members, but after meeting the reporting requirement they can simply open up for new business?

I really appreciate the feedback - I am struggling however with how to educate a 50 or 60 people on how to follow the process/rules and have the meeting be successful.

Thanks

Donald

[Sean Hunt]

In terms of the board and the property management company running the meeting - it is they who schedule the meeting, prepare the materials to be presented in accordance with the requirements of the annual meeting and will be in the position of ensuring the attending members are following the rules for the meeting. So I accept the position that the members may have all the power at the meeting, but someone likely needs to provide some guidance and direction to make the meeting effective. In terms of chairing the meeting, is the President of the board a suitable chair or is there some process that must be observed to allow for a chair? I see nothing called out in the declaration and by-laws as to a process for this....

In absense of any rules specifically saying, it will be the President who chairs the meeting, but a motion to Suspend the Rules could be used to suspend the chair and have someone else preside. Other members of the board participate only as individual members, in exactly the same fashion as other members. On occaision, we do get asked about seating arrangement---the usual answer is that they are free to sit as they like, but if the assembly feels that this may give them undue influence (such as if they are all sitting behind the chair, facing the assembly), they may be ordered to sit with the rest of the membership.

In terms of the quorum requirements it reads that as long as there is 10% of the members there, any business can be conducted so as this is cited in the convenants and by-laws that this is possible, there may be no expectation of notice that any vote might be held at the meetings. Sending in your proxy could equate to allowing someone to vote in favor or against anything coming before the meeting?

You should consult with your bylaws and other governing documents very precisely. In the usual sense of the word, submitting a proxy is empowering someone else to vote on your behalf, and this may apply to any question. But in any case, RONR has no rules covering proxies, so any such rules would have to be found in your own documents. If your documents are unclear, then it is up to the assembly, being the highest authority in the association, to interpret them.

For example, if there is currently a rule allowing street parking, a motion could be made to disallow street parking and after the proper rules were followed it could be voted upon and become part of the RR&R.

Yes and no. While such a motion could be made, if there is already a rule specifically allowing street parking, then that rule would have to be rescinded or amended. Doing so requires a majority vote with notice, a two-thirds vote, or a vote of the majority of the membership (that last one means that one half of all the membership must vote in favor, even if there is no opposition).

In the case of an amendment - 2/3s of the entire community is required, so I guess in that case all that could be done is to possibly have a motion pass that it be put to a vote for the full membership?

This requires a specific reading of your bylaws, but note, however, that mail-in ballots or other forms of absentee voting are allowed only as explicitly permitted in the bylaws.

Finally, as the board has no explicit authority at the meeting and are simply members, then I guess so long as they are meeting the obligation of presenting the required information to the members - then there is no requirement to host a question and answer session with the members, but after meeting the reporting requirement they can simply open up for new business?

Normally, the officers would be available to answer any questions arising from their report. If they are refusing to answer questions, then a motion could be made to order them to do so.

I really appreciate the feedback - I am struggling however with how to educate a 50 or 60 people on how to follow the process/rules and have the meeting be successful.

Thanks

Donald

The best way is to first ensure that whoever is presiding over the meeting has a good grasp of the rules (such as by reading RONRIB), and that members are aware that they have the right to bring things up and have them debated, within the rules. The key point to establish is that they have the power, and that if they don't know the proper form to exercise it, they should ask, rather than simply quietly accept the situation.

[Guest Donald]

Thanks very much Chris, Sean, Tim and Trina you have been very helpful.

[Tim Wynn]

Hi all,

Thanks very much for your great feedback - you are correct - it is not an annual board meeting, it is the "annual meeting of members".

Based on the feedback it seems like the board and property management company will need to be prepared for motions which could result in votes and understand which votes can be immediately implemented and which would require additional steps to implement.

In terms of the board and the property management company running the meeting - it is they who schedule the meeting, prepare the materials to be presented in accordance with the requirements of the annual meeting and will be in the position of ensuring the attending members are following the rules for the meeting. So I accept the position that the members may have all the power at the meeting, but someone likely needs to provide some guidance and direction to make the meeting effective. In terms of chairing the meeting, is the President of the board a suitable chair or is there some process that must be observed to allow for a chair? I see nothing called out in the declaration and by-laws as to a process for this....

In terms of the quorum requirements it reads that as long as there is 10% of the members there, any business can be conducted so as this is cited in the convenants and by-laws that this is possible, there may be no expectation of notice that any vote might be held at the meetings. Sending in your proxy could equate to allowing someone to vote in favor or against anything coming before the meeting? For example, if there is currently a rule allowing street parking, a motion could be made to disallow street parking and after the proper rules were followed it could be voted upon and become part of the RR&R. In the case of an amendment - 2/3s of the entire community is required, so I guess in that case all that could be done is to possibly have a motion pass that it be put to a vote for the full membership?

Finally, as the board has no explicit authority at the meeting and are simply members, then I guess so long as they are meeting the obligation of presenting the required information to the members - then there is no requirement to host a question and answer session with the members, but after meeting the reporting requirement they can simply open up for new business?

I really appreciate the feedback - I am struggling however with how to educate a 50 or 60 people on how to follow the process/rules and have the meeting be successful.

Thanks

Donald

According to RONR, it is the duty of the president to chair the meeting and to make any necessary rulings on questions of procedure. Such rulings are subject to appeal, in which case the matter is turned over to the assembly for final decision.

The president, not the board, should preside.

A member of the board should present the board's written report to the assembly.

In general, proxies are a nightmare.

[Guest Tim]

Our by-laws do not state that we must abide by Roberts Rules either in our annual meeting or in board meetings. In this case can the board decide to use them without changing the by-laws?

Can members run the annual according to Robert's rules if they are not in our by-laws?

We generally run similar to the rules but often there is discussion among members.

[Sean Hunt]

Our by-laws do not state that we must abide by Roberts Rules either in our annual meeting or in board meetings. In this case can the board decide to use them without changing the by-laws?

Can members run the annual according to Robert's rules if they are not in our by-laws?

We generally run similar to the rules but often there is discussion among members.

Yes. If no parliamentary authority is specified, a rule could be adopted to follow them by two-thirds vote. If you want it to become a permanent decision, then it also needs notice.

[Josh Martin]

Our by-laws do not state that we must abide by Roberts Rules either in our annual meeting or in board meetings. In this case can the board decide to use them without changing the by-laws? Can members run the annual according to Robert's rules if they are not in our by-laws?

Yes to both questions, provided that your Bylaws prescribe no parliamentary authority. A parliamentary authority can be adopted for a single meeting by a 2/3 vote, or it can be permanently adopted by the same vote required for a special rule of order (a 2/3 vote with notice or a vote of a majority of the entire membership). Additionally, even if the assembly has no formally adopted parliamentary authority, it may still consider RONR to be persuasive on questions of parliamentary law. In the long run, however, it is preferable to adopt the parliamentary authority in your Bylaws.

If your Bylaws (unfortunately) prescribe some parliamentary authority other than Robert's Rules, I'm afraid you're stuck with it until you can amend your Bylaws, although RONR still might be persuasive in cases where the parliamentary authority is silent.

If you want it to become a permanent decision, then it also needs notice.

A majority vote of the entire membership is an acceptable alternative, and it may be an attainable threshold for the board (although it is unlikely to be attainable for the general membership).

[Guest Donald]

Hi all,

I just wanted to update you that the meeting was held this past weekend, and thanks to your good inputs and advice it went very well!

We prepared a small sheet for everyone to review prior to the meeting of the rules and how to follow them and by and large people were respectful of the process. A few things to share:

1. The people attending really had virtually no idea about RONR - even with the cheat sheet which explained how to ask questions and make motions - there was lots of cross talk, and people directing questions to each other, etc, etc. We reminded them throughout the meeting numerous times, but expectation of strict compliance should really not be there in this group. Surprisingly the person who was most adamant about enforcing the rules failed to show, but his wife did, and she was the worst offender of the rules. In any case, with most of the people trying, a few deviations did not detract from the purpose of the meeting.

2. The proxies proved to be an interesting point for consideration. Proxies were mailed out with the meeting notification and numerous proxies were mailed in to the property manager according to the instructions. There was however, a concerted effort by a couple of members to go door to door and solicit people to sign their proxies and hand them in. It appears that (at least in some cases) the proxies were handed in to these people without a name being filled in. The process according to the convenants and bylaws is that blank proxies are voted on by a designated board member. This member was selected by the board through a motion and a vote. One board member who was solicting proxies was under the incorrect assumption that they were entitled to vote the proxies. Interestingly enough the proxies submitted by those who went door to door were submitted at the meeting and were filled in with the name of the person who collected the proxy essentially bypassing the board proxy decision. I guess in my view, it really is a bit of 'buyer beware' - you wouldn't sign a blank check and give it to someone - similarly you should not sign a proxy in the same way. In any event, the joke is on those who collected the proxies they elected someone to serve with them who will provide proper justice.

I am so glad my term is up and I am happy to put some people in my community out of my mind. If you are considering running for the HOA board - please think twice as you will encounter the worst side of your neighbors.

Thanks again for your inputs, you made a difficult challenge manageable.

Regards,

[Josh Martin]

1. The people attending really had virtually no idea about RONR - even with the cheat sheet which explained how to ask questions and make motions - there was lots of cross talk, and people directing questions to each other, etc, etc. We reminded them throughout the meeting numerous times, but expectation of strict compliance should really not be there in this group. Surprisingly the person who was most adamant about enforcing the rules failed to show, but his wife did, and she was the worst offender of the rules. In any case, with most of the people trying, a few deviations did not detract from the purpose of the meeting.

This is perfectly common and acceptable in many assemblies. So long as the deviations in the rules do not detract from the business or infringe on the rights of members, no true harm is done. See RONR, 11th ed., pg. 456, lines 13-18; pg. 250, lines 11-15.

The one deviation you mention that I am somewhat concerned about is for the tendency of members to question each other directly, rather than asking questions through the chair. When the atmosphere of the meeting is friendly this deviation may cause little harm, but when controversial issues are discussed it is wise to strictly enforce this rule (and all the rules of decorum) to help keep the debate impersonal.