Notice of owner annual meeting

[mikalac]

Notice just arrived to all owners for the upcoming Annual Meeting. There are 9 questions ("motions") proposed. All will be considered under New Business per this notice, so the Agenda = the Order of Business (see below) as given in the bylaws.

 

Motion 1: Use electronic mail for all notices.

Motion 2: Changes membership fee.

Motion 3: Removes Robert's Rules of Order from bylaws.

 

FYI, The existing language in the bylaws is as follows:

"The most current addition of Robert's Rules of Order Revised shall be the parliamentary authority for the Association and Board and shall govern all meetings and proceedings conducted in connection with these By Laws, the Master Deed or under New Jersey Law." (FYI, nothing is said in the Master Deed about Robert's Rules and see below for NJ law on subject.)

 

Motion 4: “I move that if the motion to delete Robert’s Rules of Order is passed at this meeting, then the motion will take effect immediately.”

 

Motion 5: Strikes out the following quotation from the bylaws: “Voting in all such meetings of the membership and the Board shall be governed by the most current addition of Robert’s Rules of Order Revised (“Robert’s Rules”).”

 

Motion 6: “I motion that no motions be made to amend the bylaws at this meeting.”

 

Motion 7: Norm's list of bylaws amendments.

 

Motion 8: Motion related to life partner being a member.

 

Motion 9: Norm's bylaws revision

 

FYI, a section of the NJ Condominium Law states the following:

“The administration and management of the condominium and condominium property and the actions of the association shall be governed by bylaws which shall initially be recorded with the master deed and shall provide, in addition to any other lawful provisions, for the following (after (a), (b-), and ©):

“(d) The method by which the bylaws may be amended, provided that no amendment shall be effective until recorded in the same office as the then existing bylaws.”

 

FYI, the bylaws Order of Business is as follows:

The order of business at the annual meeting of the Owners or at any special meeting insofar as practicable shall be:

(a) Calling of the roll.

(b-) Proof of notice of meeting and waiver of notice.

© Reading and disposal of any unapproved minutes.

(d) Appointment of Judges of election, if appropriate.

(e) Election of Directors, if appropriate.

(f) Receiving reports of officers.

(g) Receiving reports of committees. 

(h) Old business.

(i) New business.

(j) Adjournment.

 

FYI, The bylaws say the following about amending the bylaws:

"These By-Laws may be altered or repealed, or new By-Laws may be made, at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal shall have been sent, a quorum being present, by an affirmative vote of fifty-one (51%) percent of all of the Members in good standing and entitled to vote at a duly called meeting at which a quorum is present.  A quorum for the purpose of amending these By-Laws shall be fifty-one (51%) percent of the Members in good standing and entitled to vote."

 

I will appreciate your comments on the validity of Motion 4, since it is inconsistent with the law (see above).

 

Also, I will appreciate any other comments on the validity of the other 8 motions.

 

Question #1: If I ask for a verification (count) of the quorum present for amending the bylaws, must it be provided to me at the meeting? (Nothing in bylaws about this.)

 

Question #2: Is it in order for me to rearrange the order of the above motions (all under New Business) when I move that the owners approve the Agenda?

 

Question #3: Can an Association operate without any parliamentary authority, which is what would be the situation if motions 3, 4 and 5 are adopted?

 

Thanks once more for your valuable comments.

 

PS. Smiley appears for "b" so I changed to "b-". Also don't how to change the "© " to a "c".

[jstackpo]

Primary question, upon which all answers to your other questions depends: if you toss RONR (# 3 & # 4) out whose rules will you follow?

[Timothy]

Motion #4 is completely unnecessary.

 

Motion #6 is out of order if your bylaws include language that allows bylaw amendments to be made at this meeting.

 

Question #1 – The chair has the responsibility to verify that a quorum is present, but not the obligation to announce it. Any member who notices there is not a quorum can raise a point of order, but should not interrupt a person who is speaking in order to do so.

 

Question #2 – Yes, but the motion can be amended, so you the list could end up looking very different before it is voted on.

 

Question #3 – Yes, the association can operate without a parliamentary authority, but it isn’t wise.

[Gary Novosielski]

An appropriate question to ask, for anyone intending to remove Robert's Rules of Order from the bylaws is:  what do they have against using the democratic process?  I.e., what are they trying to get away with that the current rules, protecting the rights of members, are preventing them from getting away with?

[Richard Brown]

Notice just arrived to all owners for the upcoming Annual Meeting. There are 9 questions ("motions") proposed. All will be considered under New Business per this notice, so the Agenda = the Order of Business (see below) as given in the bylaws.

 

Motion 1: Use electronic mail for all notices.

Motion 2: Changes membership fee.

Motion 3: Removes Robert's Rules of Order from bylaws.

 

FYI, The existing language in the bylaws is as follows:

"The most current addition of Robert's Rules of Order Revised shall be the parliamentary authority for the Association and Board and shall govern all meetings and proceedings conducted in connection with these By Laws, the Master Deed or under New Jersey Law." (FYI, nothing is said in the Master Deed about Robert's Rules and see below for NJ law on subject.)

 

Motion 4: “I move that if the motion to delete Robert’s Rules of Order is passed at this meeting, then the motion will take effect immediately.”

 

 

FYI, The bylaws say the following about amending the bylaws:

"These By-Laws may be altered or repealed, or new By-Laws may be made, at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal shall have been sent, a quorum being present, by an affirmative vote of fifty-one (51%) percent of all of the Members in good standing and entitled to vote at a duly called meeting at which a quorum is present.  A quorum for the purpose of amending these By-Laws shall be fifty-one (51%) percent of the Members in good standing and entitled to vote."

 

I will appreciate your comments on the validity of Motion 4, since it is inconsistent with the law (see above).

 

 

 

FYI, a section of the NJ Condominium Law states the following:

“The administration and management of the condominium and condominium property and the actions of the association shall be governed by bylaws which shall initially be recorded with the master deed and shall provide, in addition to any other lawful provisions, for the following (after (a), (b-), and ©):

“(d) The method by which the bylaws may be amended, provided that no amendment shall be effective until recorded in the same office as the then existing bylaws.”

 

 

Motion # 4 strikes me as improper because it appears to conflict with NJ condominium law.

The quoted section provides that no amendments to the bylaws take effect until they are recorded.  Of course, I suppose someone can hustle to the courthouse to file the amended bylaws while the meeting is in progress, but then the question arises whether merely filing the amendment will suffice or if the amendment must actually be recorded in the land records.  That seems to me to be a legal question that is beyond the scope of this forum, but is something Norm may want to check on.

[Timothy]

Motion # 4 strikes me as improper because it appears to conflict with NJ condominium law.

The quoted section provides that no amendments to the bylaws take effect until they are recorded.  Of course, I suppose someone can hustle to the courthouse to file the amended bylaws while the meeting is in progress, but then the question arises whether merely filing the amendment will suffice or if the amendment must actually be recorded in the land records.  That seems to me to be a legal question that is beyond the scope of this forum, but is something Norm may want to check on.

 

Well the law Norm quoted says, "recorded." I expect it has a definition of "recorded" in that same document, if anyone cares to look, but I think it is safe to say that whether #4 is adopted or not, the effective date of any bylaw changes will remain the same, since they've already adopted a statement to that affect when they adopted RONR. If that isn't sufficient to make the changes effective immediately, then neither is this motion.

[Richard Brown]

FYI, The bylaws say the following about amending the bylaws:

"These By-Laws may be altered or repealed, or new By-Laws may be made, at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal shall have been sent, a quorum being present, by an affirmative vote of fifty-one (51%) percent of all of the Members in good standing and entitled to vote at a duly called meeting at which a quorum is present.  A quorum for the purpose of amending these By-Laws shall be fifty-one (51%) percent of the Members in good standing and entitled to vote."

 

Am I  the only one who sees a possible dual interpretation of the highlighted provision in the bylaws as to the vote required to amend the bylaws?   Maybe I'm not fully functioning yet, but I think that provision is ambiguous.

 

I accept that the quorum requirement is "fifty-one (51%) of the Members in good standing and entitled to vote."  No issue there.

 

However, as to the vote required to amend the bylaws which is both highlighted and underlined, the phrase "at a duly called meeting" seems that it can be interpreted to mean that only 51 percent of those in actual attendance at the meeting need to vote yes, rather than 51 percent of the entire membership.  For the purpose of this discussion I'm ignoring the "in good standing and entitled to vote" part.

 

This seems to me that it can be interpreted as meaning "51 percent of those members present" rather than "51 percent of the entire membership". 

 

Comments?  

[mikalac]

Primary question, upon which all answers to your other questions depends: if you toss RONR (# 3 & # 4) out whose rules will you follow?

None. We will have no parliamentary rules. That is the point of my question #3.

[Chris Harrison]

None. We will have no parliamentary rules. That is the point of my question #3.

Well, without adopting another parliamentary authority you would be operating under common parliamentary law which RONR is merely a codification of (RONR p. xxix, p. 3.  So if you all really want to get rid of RONR you should adopt another parliamentary authority otherwise you will be in effect be operating under RONR anyway.  Also, you should check any applicable laws to make sure they don't impose a parliamentary authority on the organization.

[mikalac]

Motion #4 is completely unnecessary.

 

I don't understand why the word "unnecessary" is relevant. To my mind, the question is it in order. Is it?

 

Motion #6 is out of order if your bylaws include language that allows bylaw amendments to be made at this meeting.

 

Good point. This motion is inconsistent with the bylaws.

 

Question #1 – The chair has the responsibility to verify that a quorum is present, but not the obligation to announce it. Any member who notices there is not a quorum can raise a point of order, but should not interrupt a person who is speaking in order to do so.

 

I have an accurate count of the membership (all owners, whether present or not). The number is 320. 320 x .51 = 163.2. Therefore, 164 members must be present to consider amending the bylaws. Can I ask the chair how many owners are present so that I can ascertain the number? Or, can I make a motion that the quorum might be inaccurate and move that the members be counted?

 

Question #2 – Yes, but the motion can be amended, so you the list could end up looking very different before it is voted on.

 

Understand. Just wondering. I want to think more about the motions and the comments received here before I consider making this motion.

 

Question #3 – Yes, the association can operate without a parliamentary authority, but it isn’t wise.

 

We are not noted for wisdom around here. The point of removing RR is to get rid of pesky people like me using RR as a "weapon" (prez's word) when no one else wants to because they don't want to learn it and be subjected to my better knowledge of RR. But you answered my question: A governing document need not have any parliamentary authority, which to my mind means that anything goes an owner meeting.

 

 

[mikalac]

An appropriate question to ask, for anyone intending to remove Robert's Rules of Order from the bylaws is:  what do they have against using the democratic process?  I.e., what are they trying to get away with that the current rules, protecting the rights of members, are preventing them from getting away with?

I answered this question at Tim Fish's post: They don't want to give a power to me which no one else in the society has and no one want to learn.

[mikalac]

Motion # 4 strikes me as improper because it appears to conflict with NJ condominium law.

 

I agree and I think that everyone else in this forum does too.

The quoted section provides that no amendments to the bylaws take effect until they are recorded.  Of course, I suppose someone can hustle to the courthouse to file the amended bylaws while the meeting is in progress, but then the question arises whether merely filing the amendment will suffice or if the amendment must actually be recorded in the land records.  That seems to me to be a legal question that is beyond the scope of this forum, but is something Norm may want to check on.

 

It means recording it in the county clerk's office, which is open on Monday, whereas this meeting is on the preceding Saturday. So there is no way to do a quickie on Saturday.

[mikalac]

Well the law Norm quoted says, "recorded." I expect it has a definition of "recorded" in that same document, if anyone cares to look, but I think it is safe to say that whether #4 is adopted or not, the effective date of any bylaw changes will remain the same, since they've already adopted a statement to that affect when they adopted RONR. If that isn't sufficient to make the changes effective immediately, then neither is this motion.

See my reply to Richard to determine whether it answers your concern here.

[mikalac]

Am I  the only one who sees a possible dual interpretation of the highlighted provision in the bylaws as to the vote required to amend the bylaws?   Maybe I'm not fully functioning yet, but I think that provision is ambiguous.

 

I accept that the quorum requirement is "fifty-one (51%) of the Members in good standing and entitled to vote."  No issue there.

 

However, as to the vote required to amend the bylaws which is both highlighted and underlined, the phrase "at a duly called meeting" seems that it can be interpreted to mean that only 51 percent of those in actual attendance at the meeting need to vote yes, rather than 51 percent of the entire membership.  For the purpose of this discussion I'm ignoring the "in good standing and entitled to vote" part.

 

This seems to me that it can be interpreted as meaning "51 percent of those members present" rather than "51 percent of the entire membership". 

 

Comments?  

Right, ignore the "good standing" because presently everyone is in good standing (meaning they pay their assessment).

 

It may not be clear to others here too. I always thought that the quorum is all the members, whether present of not. That means 164 by my calculation in an earlier post. I could be wrong, but I don't know how we would find out between now and Saturday unless Counsel can help us.

[mikalac]

Well, without adopting another parliamentary authority you would be operating under common parliamentary law which RONR is merely a codification of (RONR p. xxix, p. 3.  So if you all really want to get rid of RONR you should adopt another parliamentary authority otherwise you will be in effect be operating under RONR anyway.  Also, you should check any applicable laws to make sure they don't impose a parliamentary authority on the organization.

That source refers the reader to p.15ff where it says that a society may do this and may to do that, but it does not say that it must adopt any parliamentary authority. Fish said (see his post), that a society can do without a parliamentary authority, although it is not wise to do so.

 

Addendum: I know that the Condo Law cited above does not refer to PA at all. Whether another law does or not, I don't know. Maybe Counsel at the meeting will know.

[Richard Brown]

Right, ignore the "good standing" because presently everyone is in good standing (meaning they pay their assessment).

 

. . . I always thought that the quorum is all the members, whether present of not. That means 164 by my calculation. . . .

 

Don't confuse the vote requirement with the quorum requirement.  They are (or can be) two different things.  I'm speaking of what I see as an ambiguity in the vote required to amend the bylaws.

 

Edited to add:  In other words, in order to amend the bylaws, is the requirement that 51 percent of the entire membership vote yes, or just 51 percent of those in attendance at the meeting, assuming a quorum is present?

[mikalac]

Don't confuse the vote requirement with the quorum requirement.  They are (or can be) two different things.  I'm speaking of what I see as an ambiguity in the vote required to amend the bylaws.

I think I am not confusing the two. If 164 members show up to make a quorum, then 164 x .51 = 83.6, meaning that 84 members present would be required to approve the bylaws changes. The more members who show, the greater the number required to reach the 51% vote.

[Richard Brown]

I think I am not confusing the two. If 164 members show up to make a quorum, then 164 x .51 = 83.6, meaning that 84 members present would be required to approve the bylaws changes. The more members who show, the greater the number required to reach the 51% vote.

 

That's the way I read it, too, but I thought that in a post several days ago you said that it takes a vote of 51 percent of the entire membership to amend the bylaws.   Perhaps I misunderstood you.

[mikalac]

That's the way I read it, too, but I thought that in a post several days ago you said that it takes a vote of 51 percent of the entire membership to amend the bylaws.   Perhaps I misunderstood you.

I'll have to watch you. You remember too well.

 

I might have spoken from old memory, but what you see here as quoted from the bylaws is the actual language. Therefore, forget about what I said heretofore (I'm beginning to write like a lawyer. Help someone!)

[mikalac]

When the motion of removing the PA from the bylaws comes up, I will request that Counsel comment on the wisdom of doing so. I think that his advice will be persuasive to the members.

[Chris Harrison]

That source refers the reader to p.15ff where it says that a society may do this and may to do that, but it does not say that it must adopt any parliamentary authority. Fish said (see his post), that a society can do without a parliamentary authority, although it is not wise to do so.

My point is there is no way that I can think of for a body to operate without any rules whatsoever.  Without an adopted parliamentary authority the body will by default be operating under common parliamentary law which RONR is merely a codification of.  If they truly want to do away with RONR (or a less codified variation thereof) serving as their rules they will have to adopt another parliamentary authority.

[mikalac]

My point is there is no way that I can think of for a body to operate without any rules whatsoever.  Without an adopted parliamentary authority the body will by default be operating under common parliamentary law which RONR is merely a codification of.  If they truly want to do away with RONR (or a less codified variation thereof) serving as their rules they will have to adopt another parliamentary authority.

I agree wholeheartedly. So what can I do at the meeting in the form of a motion to do what you want done? What is the PA that you want me to ask the owners to adopt? Theoretically, I can amend the motion that eliminates the motion to do away with RR. What can I put in its place as an amendment?

[Timothy]

Am I  the only one who sees a possible dual interpretation of the highlighted provision in the bylaws as to the vote required to amend the bylaws?   Maybe I'm not fully functioning yet, but I think that provision is ambiguous.

 

I accept that the quorum requirement is "fifty-one (51%) of the Members in good standing and entitled to vote."  No issue there.

 

However, as to the vote required to amend the bylaws which is both highlighted and underlined, the phrase "at a duly called meeting" seems that it can be interpreted to mean that only 51 percent of those in actual attendance at the meeting need to vote yes, rather than 51 percent of the entire membership.  For the purpose of this discussion I'm ignoring the "in good standing and entitled to vote" part.

 

This seems to me that it can be interpreted as meaning "51 percent of those members present" rather than "51 percent of the entire membership". 

 

Comments?  

 

Since RONR requires you to be present at a meeting to be entitled to vote, I think that implies that it is 51% of those present. However, that might change if they eliminate RONR. Given the number of organizations that allow people who aren't present to vote, we can't say common parliamentary law prohibits it.

 

 

I agree wholeheartedly. So what can I do at the meeting in the form of a motion to do what you want done? What is the PA that you want me to ask the owners to adopt? Theoretically, I can amend the motion that eliminates the motion to do away with RR. What can I put in its place as an amendment?

 

If they don't like RONR, they probably won't like any of the others.

[Josh Martin]

I will appreciate your comments on the validity of Motion 4, since it is inconsistent with the law (see above).

 

Also, I will appreciate any other comments on the validity of the other 8 motions.

 

If Motion #4 is indeed in conflict with a procedural rule in applicable law (it is not my place to comment on whether it is), then the motion is out of order and null and void if adopted. There may also be legal issues, but that is beyond the scope of this forum.

 

I think it could be reasonably argued that Motion #6 is not valid as it conflicts with the bylaws. All of the motions besides #4 and #6 appear valid.

 

Question #1: If I ask for a verification (count) of the quorum present for amending the bylaws, must it be provided to me at the meeting? (Nothing in bylaws about this.)

 

Question #2: Is it in order for me to rearrange the order of the above motions (all under New Business) when I move that the owners approve the Agenda?

 

Question #3: Can an Association operate without any parliamentary authority, which is what would be the situation if motions 3, 4 and 5 are adopted?

 

#1: No. You could suggest or move that the chair verify that a quorum is present, but you cannot demand it. If you count the members yourself and notice that a quorum is not present, you could raise a Point of Order, followed by an Appeal if necessary.

 

#2: Yes, a motion to do that is in order. A majority vote is required for adoption.

 

#3: Yes, but it's not a very good idea.

 

Motion #6 is out of order if your bylaws include language that allows bylaw amendments to be made at this meeting.

 

I disagree. I think the assembly could, by a 2/3 vote, adopt a motion preventing the making of bylaw amendments at the meeting.

 

Am I  the only one who sees a possible dual interpretation of the highlighted provision in the bylaws as to the vote required to amend the bylaws?   Maybe I'm not fully functioning yet, but I think that provision is ambiguous.

 

No, I agree that the question is ambiguous.

 

None. We will have no parliamentary rules.

 

Well, not exactly (although the actual situation is not much better). The assembly is still "bound by the rules and customs of the general parliamentary law—or common parliamentary law (as discussed in the Introduction)—to the extent that there is agreement in the meeting body as to what these rules and practices are" and by whatever limited parliamentary rules may be found in the rules the society has adopted. (RONR, 11th ed., pg. 3)

 

Well, without adopting another parliamentary authority you would be operating under common parliamentary law which RONR is merely a codification of (RONR p. xxix, p. 3.  So if you all really want to get rid of RONR you should adopt another parliamentary authority otherwise you will be in effect be operating under RONR anyway.

 

I think you're forgetting the part about "to the extent that there is agreement in the meeting body as to what these rules and practices are." RONR certainly should be considered persuasive in an assembly which has not adopted a parliamentary authority, but it is not binding on such an assembly.

 

Can I ask the chair how many owners are present so that I can ascertain the number? Or, can I make a motion that the quorum might be inaccurate and move that the members be counted?

 

Yes, either of these options is in order.

 

I answered this question at Tim Fish's post: They don't want to give a power to me which no one else in the society has and no one want to learn.

 

RONR is not as scary as people make it out to be, particularly with the release of RONR In Brief.

 

I agree wholeheartedly. So what can I do at the meeting in the form of a motion to do what you want done? What is the PA that you want me to ask the owners to adopt? Theoretically, I can amend the motion that eliminates the motion to do away with RR. What can I put in its place as an amendment?

 

I would never recommend that a society replace RONR with another parliamentary authority. For what it is worth, however, the (distant) second most common parliamentary authority in this country is The Standard Code of Parliamentary Procedure.

 

Since RONR requires you to be present at a meeting to be entitled to vote, I think that implies that it is 51% of those present. However, that might change if they eliminate RONR. Given the number of organizations that allow people who aren't present to vote, we can't say common parliamentary law prohibits it.

 

If they don't like RONR, they probably won't like any of the others.

 

I think we actually can say that the common parliamentary law prohibits absentee voting. Parliamentary authorities generally agree on that point.

 

Additionally, I wouldn't be so certain in saying that if they don't like RONR, they won't like the other authorities. Several of the other authorities exist because some people didn't like RONR.

[Richard Brown]

Very good, Josh!  A lot of thought and work went into that. 

 

I am, though, mulling over your statement that the bylaw provision that says that bylaw amendments can be considered at any meeting amounts to a rule of order that can be suspended by a two-thirds vote.  Perhaps you are picking up on the language that says the bylaws can be amended at any meeting called for that purpose.  This isn't a special meeting called for that purpose, but is an annual meeting.  I'm still mulling it over. . . .