Notice of owner annual meeting

[Timothy]

I'm not to keen on calling the bylaw wording about amending the bylaws a special rule of order. If 2/3 is sufficient to ignore what is said about when the bylaws can be amended, then it seems like 2/3 is sufficient to ignore what it says about how they can be amended. 

[Richard Brown]

I'm not to keen on calling the bylaw wording about amending the bylaws a special rule of order. If 2/3 is sufficient to ignore what is said about when the bylaws can be amended, then it seems like 2/3 is sufficient to ignore what it says about how they can be amended. 

 

Good point.

[mikalac]

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. . . .

That phrase, "for that purpose", concerned me too, but I thought that that could be interpreted in any way that the Board or chair wanted, so I thought no more abut it. In a way, I'm glad that the bylaws were brought into the annual meeting because no way would the Board call a special meeting for that purpose since they want no bylaws changes. (Garnering 25% of 320 owners to demand a special meeting would be too difficult because of general apathy to any meeting.)

[Shmuel Gerber]

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.

Well, you shouldn't have a hard time convincing them that your better knowledge of Robert's Rules isn't, at this point, a whole lot better.

[mikalac]

Well, you shouldn't have a hard time convincing them that your better knowledge of Robert's Rules isn't, at this point, a whole lot better.

I am preparing a speech to give during debate on the motion, which I will present to the forum members for their improvements. I will do that later because the Board is watching me and I don't want their minions to have enough time to prepare a rebuttal.

[Edgar Guest]

I am preparing a speech to give during debate on the motion, which I will present to the forum members for their improvements.

Give it a rest, Norm.

[Richard Brown]

Notice just arrived to all owners for the upcoming Annual Meeting.

 - - - - - - - -

 

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 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,

- - - - - - - -

 

 

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

 

The more I think about it, the more I think that bylaw amendments are not in order at all at this meeting. 

 

The quoted state law says that the bylaws must provide for the method of their amendment.

 

The quoted bylaw provision says the following re 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, . . . ."   They don't say that the bylaws can be amended at any meeting and they make no mention of amending them at the annual meeting.

 

The "principles of interpretation" of bylaws starting on page 588 of RONR provide the following starting on the bottom of page 589:

4):  "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited.  There is a presumption that nothing has been placed in the bylaws without some reason for it.  There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited."

 

Taking all of the above statements together (the law, the bylaw provision and the Principles of Interpretation from RONR, I reluctantly come to the conclusion that since the upcoming meeting is not a special meeting called for the purpose of amending the bylaws, but rather is the annual general meeting, the bylaws may not be amended at this meeting.

 

I realize that this is probably a matter of interpreting the bylaws which we cannot do here.  Norm's Homeowner's Association or Condo Association must interpret the bylaws, but I'm sure Norm is looking for guidance from us as to our thoughts and as to how to proceed.

 

I started thinking about this and re-reading the bylaw provision re amendments after Josh Martin made his comment that he thinks that by a 2/3 vote the assembly can adopt a motion preventing bylaw amendments at this meeting.  I'm now thinking that amending them may not be in order at all at this meeting.

 

Am I the only one who thinks that amending the bylaws may not be in order at this meeting and that they can be amended only at a special meeting called for that purpose?

[Bruce Lages]

I'm not sure that is the appropriate (or definitive) interpretation, but because this is strictly a matter of bylaw interpretation I'm not going to go any further with it.

[Timothy]

The more I think about it, the more I think that bylaw amendments are not in order at all at this meeting. 

 

The quoted state law says that the bylaws must provide for the method of their amendment.

 

The quoted bylaw provision says the following re 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, . . . ."   They don't say that the bylaws can be amended at any meeting and they make no mention of amending them at the annual meeting.

 

The "principles of interpretation" of bylaws starting on page 588 of RONR provide the following starting on the bottom of page 589:

4):  "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited.  There is a presumption that nothing has been placed in the bylaws without some reason for it.  There can be no valid reason for authorizing certain things to be done that can clearly be done without the authorization of the bylaws, unless the intent is to specify the things of the same class that may be done, all others being prohibited."

 

Taking all of the above statements together (the law, the bylaw provision and the Principles of Interpretation from RONR, I reluctantly come to the conclusion that since the upcoming meeting is not a special meeting called for the purpose of amending the bylaws, but rather is the annual general meeting, the bylaws may not be amended at this meeting.

 

I realize that this is probably a matter of interpreting the bylaws which we cannot do here.  Norm's Homeowner's Association or Condo Association must interpret the bylaws, but I'm sure Norm is looking for guidance from us as to our thoughts and as to how to proceed.

 

I started thinking about this and re-reading the bylaw provision re amendments after Josh Martin made his comment that he thinks that by a 2/3 vote the assembly can adopt a motion preventing bylaw amendments at this meeting.  I'm now thinking that amending them may not be in order at all at this meeting.

 

Am I the only one who thinks that amending the bylaws may not be in order at this meeting and that they can be amended only at a special meeting called for that purpose?

 

The annual meeting is certainly one of "any meeting," so are you saying that you don't believe that one of the purposes of the annual meeting cannot be to amend the bylaws?

[Richard Brown]

The annual meeting is certainly one of "any meeting," so are you saying that you don't believe that one of the purposes of the annual meeting cannot be to amend the bylaws?

 

I'm saying that based on the peculiar wording of Norm's particular bylaws, I'm not at all sure that the bylaws can be amended at the annual  meeting.  Perhaps that issue is covered by the bylaw provisions re what can be done at the annual  meeting:  we have not seen those provisions. 

 

The sample bylaws in RONR certainly make plain that the bylaws can be amended at an annual meeting and I believe that such wording is customary in bylaws.   It is the unusual wording of Norm's bylaws....or at least the only provision re bylaw amendments that we have seen so far... that cause me concern. 

[Timothy]

I'm saying that based on the peculiar wording of Norm's particular bylaws, I'm not at all sure that the bylaws can be amended at the annual  meeting.  Perhaps that issue is covered by the bylaw provisions re what can be done at the annual  meeting:  we have not seen those provisions. 

 

The sample bylaws in RONR certainly make plain that the bylaws can be amended at an annual meeting and I believe that such wording is customary in bylaws.   It is the unusual wording of Norm's bylaws....or at least the only provision re bylaw amendments that we have seen so far... that cause me concern. 

 

Based on the number of bylaw amendments in the meeting announcement, it seems obvious that they are holding this meeting for the purpose of amending the bylaws.

[Richard Brown]

Based on the number of bylaw amendments in the meeting announcement, it seems obvious that they are holding this meeting for the purpose of amending the bylaws.

 

My guess is that they are holding this meeting (the annual  meeting) because the bylaws (and possibly state law) require it.

 

The question is, based on the wording in these particular bylaws, are bylaw amendments permitted at an annual meeting?  I know what the custom is (or appears to be), but we all know what happens to custom if a point of order is raised that it violates the bylaws.

[mikalac]

Based on the number of bylaw amendments in the meeting announcement, it seems obvious that they are holding this meeting for the purpose of amending the bylaws.

That's not quite true. We must have an annual meeting to elect Board Directors. And the OOB must be followed per the bylaws. If the Board had any way to get away with it, it would not put the bylaws in the notice. To show how crooked they are, they were prepared last year to eliminate the OOB from the notice so that people would go home right after the election and not make any motions. This would have violated the law, the Master Deed and the bylaws, but they weren't concerned about that at all. They decided to play fair and square then only because I threatened to challenge the validity of the meeting. At that meeting, I made two motions under New Business. One was adopted unanimously, but Counsel shot down the other as a violation of the bylaws. I also gave oral notice (because the sec'y would not include my revision in the notice) that I will move to revise the bylaws at the next owner meeting (which could be special or annual).

 

This year, the Board knows that the Wrath of Norm is monitoring the Board's machinations, their notice included an OOB. Fearing me, they included my amendments and revision and 7 motions from other owners that you have read here. The reason there are motions other than mine is due to my publicizing to all the owners that they have a right to make motions. My educational campaign worked and I take pride that I opened up the owners meetings to all the owners.

[Timothy]

My guess is that they are holding this meeting (the annual  meeting) because the bylaws (and possibly state law) require it.

 

The question is, based on the wording in these particular bylaws, are bylaw amendments permitted at an annual meeting?  I know what the custom is (or appears to be), but we all know what happens to custom if a point of order is raised that it violates the bylaws.

 

Of course they are holding this meeting because they are required to, but what I'm saying is that it is obvious that one of (not the only, but one of) the purposes for this meeting is to consider bylaw changes. The bylaws don't require a "special called" meeting, "any" meeting will do.