Making a motion that is excluded by the Meeting Announcement?

[Macanudo]

Our Homeowners Association is having a Special Meeting Monday night to discuss and vote on a revised Declaration of Covenants, Conditions and Restrictions for our community. The draft revised Declaration and an explanation has been provided to everyone for over a month. Comments were solicited but none have been submitted.

In the meeting announcement, the following statement was made:

 

Suggestions for changes to the text can be submitted by email by any owner until 6 PM, Friday 8 May. No supporting second is needed. Suggestions must include the paragraph number, the text of the suggested change and a brief statement as to why the change is needed. All submissions will be consolidated and placed in sequence and distributed to all members before the meeting. In this manner everyone will have a chance for careful consideration of the proposed changes before the meeting. The proposed changes will be placed on the ballot for the meeting. Additional motions to change the text will not be accepted during the meeting.

 

According to our Bylaws, for a Special Meeting, “The notice of any special meeting shall state the time and the place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of 75% of the votes represented at such meeting, in person or by proxy.”

The purpose of the meeting in the notice was stated as “The purpose of the meeting is to discuss proposed revisions to the Declaration of Covenants, Conditions and Restrictions for xx Subdivision, review and modify the text of the draft as needed and vote on whether to adopt the revised Declaration.”

If someone wanted to make a motion from the floor to change the text, since this was prohibited by the wording of the announcement, what would be the necessary parlimentary steps to do so?

[Transpower]

The chair will have to arrange the order of the suggested changes in such a way as to help the body make its decisions.  Certainly, amendments to any of the motions would have to be allowed, but not completely new motions (which would contradict the notice). Of course, you could attempt to get a 3/4 vote on a motion not relevant to the call of the meeting, as provided by your bylaws.

[Edgar Guest]

Of course, you could attempt to get a 3/4 vote on a motion not relevant to the call of the meeting, as provided by your bylaws.

 

Are you sure that "a 3/4 vote" is what's provided for in the bylaws?

 

No business shall be transacted at a special meeting except as stated in the notice unless by consent of 75% of the votes represented at such meeting, in person or by proxy.”

[Josh Martin]

According to our Bylaws, for a Special Meeting, “The notice of any special meeting shall state the time and the place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice unless by consent of 75% of the votes represented at such meeting, in person or by proxy.”

The purpose of the meeting in the notice was stated as “The purpose of the meeting is to discuss proposed revisions to the Declaration of Covenants, Conditions and Restrictions for xx Subdivision, review and modify the text of the draft as needed and vote on whether to adopt the revised Declaration.”

If someone wanted to make a motion from the floor to change the text, since this was prohibited by the wording of the announcement, what would be the necessary parlimentary steps to do so?

 

I don't see the problem. The purpose stated in the meeting includes the words "modify the text of the draft as needed." It seems to me that a motion to change the text is perfectly in order.

 

I see that someone added a bunch of nonsense to the announcement, requiring any amendments to the revision to be submitted in advance. This person was apparently under the mistaken impression that he could bind the assembly to rules that he made up on the fly, but this is not correct. Only the assembly itself could adopt such rules.

[Macanudo]

Yes, 3/4 vote I quoted the Bylaws. They are available to all of our members in electronic format on our website.

 

 

Are you sure that "a 3/4 vote" is what's provided for in the bylaws?

[Edgar Guest]

Yes, 3/4 vote I quoted the Bylaws. 

 

Well, what your bylaws require is the "consent of 75% of the votes represented at such meeting, in person or by proxy". That may not be the same thing as a "3/4 vote".

[Macanudo]

The question was What would be the steps required to address something which was outside of the scope of the announcement? Make a motion to change the scope of the meeting and then have that motion pass by 3/4 vote?

[Richard Brown]

Well, what your bylaws require is the "consent of 75% of the votes represented at such meeting, in person or by proxy". That may not be the same thing as a "3/4 vote".

I agree with Mr. Guest.  I personally interpret the bylaw provision to be equivalent to requiring the "vote of 75 percent of the members (or votes) present, not 75 percent of those present and voting.  It's up to the organization itself to interpret exactly what that vote requirement means.

 

Edited to add:  This is one of those situations where a very minor change in wording can make a very significant difference in the vote required.

[Macanudo]

 

Well, what your bylaws require is the "consent of 75% of the votes represented at such meeting, in person or by proxy". That may not be the same thing as a "3/4 vote".

I'm not sure of the difference. There are 35 owners who because of the lots they own, have a total of 42 votes. We normally have at most 15 people representing 30 votes. That is why "by proxy" is always included in the Bylaws and the Declaration itself.

[Dan Honemann]

The question was What would be the steps required to address something which was outside of the scope of the announcement? Make a motion to change the scope of the meeting and then have that motion pass by 3/4 vote?

 

The question, in your original post, was: "If someone wanted to make a motion from the floor to change the text, since this was prohibited by the wording of the announcement, what would be the necessary parlimentary steps to do so?", and it was answered in post #4.

 

[Bruce Lages]

Read Mr. Martin's response (#4) again - he's not the only one here who believes that the proposed motion is not outside the scope of the notice. If you make that motion and the chair claims it is not in order, then raise a point of order that the notice specifically states "The purpose of the meeting is to discuss proposed revisions...review and modify the text of the draft as needed...". If the chair rules against your point of order, then appeal his decision to the assembly.

 

Unless your rules give the chair the right to unilaterally set rules for the assembly, he doesn't have the right to prohibit amendments which fall within the scope of notice from being made at the meeting.

[Edgar Guest]

I'm not sure of the difference. There are 35 owners who because of the lots they own, have a total of 42 votes. We normally have at most 15 people representing 30 votes. That is why "by proxy" is always included in the Bylaws and the Declaration itself.

 

Although RONR doesn't specifically define a "three-fourths vote", one might assume, based on the definition of a "two-thirds vote", that it means the affirmative vote of three-fourths of the members present and voting. So, for example, with 24 members present (in person or by proxy), a vote of 9-3, with 12 members abstaining, would constitute a three-fourths vote.

 

But your rule seems to require the approval of 75% of the available votes (in person or by proxy) whether those votes are actually cast or not. So, with 30 votes "represented" at a meeting, you'd need at least 23 "yes" votes to approve consideration of a motion that falls outside the scope of the notice of the special meeting. Though, as others have suggested, you might not need to do so in this particular instance

[Macanudo]

I do not plan to make any changes. I am the Secretary and the onlky one reasonably informed about Roberts Rules. I am asking questions to make sure this goes smoothly and by the book.

 

I drafted the revised Declaration, which was reviewed by the Associations attorney and the Board. It is to replaced the original Declaration prepared by the developewr in 1980. It was redrafted to bring it into compliance with current law, eliminate text which was self eliminated at the end of 1981 and correct some problems that have arisen over the years.

 

We are required to have written ballots for all votes, each with name, address and signature. This requires us to think ahead and we ask people to provide advance notice. Dealing with motions from the floor is cumbersome but written ballots are required by the legislature. In getting out the vote so we have a quorum, I often end up with far more proxies than I am comfortable with. At the last annual meeting I had 12 proxies to deal with for each motion from the floor. The tellers have tally sheets which they must sign and these are kept as a record until the time has passed when someone can ask for a recount.

[Josh Martin]

The question was What would be the steps required to address something which was outside of the scope of the announcement? Make a motion to change the scope of the meeting and then have that motion pass by 3/4 vote?

 

It seems to be something like that, but the motion you're asking about is inside the scope of the announcement.

 

I do not plan to make any changes. I am the Secretary and the onlky one reasonably informed about Roberts Rules. I am asking questions to make sure this goes smoothly and by the book.

 

I drafted the revised Declaration, which was reviewed by the Associations attorney and the Board. It is to replaced the original Declaration prepared by the developewr in 1980. It was redrafted to bring it into compliance with current law, eliminate text which was self eliminated at the end of 1981 and correct some problems that have arisen over the years.

 

We are required to have written ballots for all votes, each with name, address and signature. This requires us to think ahead and we ask people to provide advance notice. Dealing with motions from the floor is cumbersome but written ballots are required by the legislature. In getting out the vote so we have a quorum, I often end up with far more proxies than I am comfortable with. At the last annual meeting I had 12 proxies to deal with for each motion from the floor. The tellers have tally sheets which they must sign and these are kept as a record until the time has passed when someone can ask for a recount.

 

A rule requiring previous notice for amendments to the proposed revision must be adopted by the association to have any effect. So far as I can tell, when you say "we ask people to provide advance notice," the "we" you are referring to is the board. The board is free to ask members to provide notice of amendments to the proposed revision, but it has no authority to enforce this request.

 

The only part of the announcement which is of any effect is the following: "The purpose of the meeting is to discuss proposed revisions to the Declaration of Covenants, Conditions and Restrictions for xx Subdivision, review and modify the text of the draft as needed and vote on whether to adopt the revised Declaration." The rest of the information in the announcement is simply a request.

 

So back to your original question, if a member wishes to make a motion from the floor to modify the proposed revision, the necessary parliamentary steps are for him to simply make the motion and another member to second it.

 

Additionally, you say that "dealing with motions from the floor is cumbersome." I'm not sure why you feel this way. If you could explain what the problem is, we can provide some suggestions to enable you to handle motions from the floor more efficiently.

[Macanudo]

 

Additionally, you say that "dealing with motions from the floor is cumbersome." I'm not sure why you feel this way. If you could explain what the problem is, we can provide some suggestions to enable you to handle motions from the floor more efficiently.

For this meeting I have prepared ballot cards, using a database so that much of the required information (name, address, block #, lot #) is preprinted on each one. It also has a place for signature and date and a block to check if the individual is signing as a proxy. These are printed on postcard paper stock, four to a sheet. After a motion is made, the voter writes in a short title for the motion, marks the ballot and they are collected by the tellers. The tellers write the short tilte on the tally sheet, count the votes, record it and sign the tally sheets and clamp the bal;lots together and place them in an envelope. After the meeting is over the ballots, and tally sheets are sealed in the envelopes and safeguarded for 30 days, the period allowed for someone to request a recount. This action is required by state law for all votes. The whole meeting is paused during the count unless the items are previously announced.

 

Part of the problem is that I do not know whoi will be attending or how many motions will be made so I have to either print a lot of truly generic ballots where all of the require information, name address lot block number, etc has to be written in. So I compromimse and print ballots for what we know we will be voting on and a couple of sets for floor motions that will be written in and have a stock of truly generic ballots. These have to be assembled into packges to give out to each person as they sign in for them selves and for the people whose proxies they hold. I had to mark up 17 generic ballots at the last meeting because of the proxies people had assigned to me. It was a real problem. The meeting was waiting for me.

 

If for example, people had submitted six suggest changes to the text, I could have one ballot printed with six items to be voted for or against. Then during the meeting we would have a discussion period on those items in order because presumably each would be independent of the others or such could be adjusted beforehand. After discussing all of the items, they would complete the ballots, sign them, turn them in to the tellers and they would be counted. Then if any of the changes resulted in substantial change we would have to recess while we updated the draft revised Declaration and had our attorney conduct a legal review. Aboiut a week later, after everyone had a chance to see the new version, we would resume the meeting and vote on it.

[Edgar Guest]

We are required to have written ballots for all votes, each with name, address and signature. This requires us to think ahead and we ask people to provide advance notice. Dealing with motions from the floor is cumbersome but written ballots are required by the legislature. In getting out the vote so we have a quorum,

 

The legislature?

 

You need a (real) attorney, not a (free, online) parliamentarian.

[Josh Martin]

For this meeting I have prepared ballot cards, using a database so that much of the required information (name, address, block #, lot #) is preprinted on each one. It also has a place for signature and date and a block to check if the individual is signing as a proxy. These are printed on postcard paper stock, four to a sheet. After a motion is made, the voter writes in a short title for the motion, marks the ballot and they are collected by the tellers. The tellers write the short tilte on the tally sheet, count the votes, record it and sign the tally sheets and clamp the bal;lots together and place them in an envelope. After the meeting is over the ballots, and tally sheets are sealed in the envelopes and safeguarded for 30 days, the period allowed for someone to request a recount. This action is required by state law for all votes. The whole meeting is paused during the count unless the items are previously announced.

 

Part of the problem is that I do not know whoi will be attending or how many motions will be made so I have to either print a lot of truly generic ballots where all of the require information, name address lot block number, etc has to be written in. So I compromimse and print ballots for what we know we will be voting on and a couple of sets for floor motions that will be written in and have a stock of truly generic ballots. These have to be assembled into packges to give out to each person as they sign in for them selves and for the people whose proxies they hold. I had to mark up 17 generic ballots at the last meeting because of the proxies people had assigned to me. It was a real problem. The meeting was waiting for me.

 

If for example, people had submitted six suggest changes to the text, I could have one ballot printed with six items to be voted for or against. Then during the meeting we would have a discussion period on those items in order because presumably each would be independent of the others or such could be adjusted beforehand. After discussing all of the items, they would complete the ballots, sign them, turn them in to the tellers and they would be counted. Then if any of the changes resulted in substantial change we would have to recess while we updated the draft revised Declaration and had our attorney conduct a legal review. Aboiut a week later, after everyone had a chance to see the new version, we would resume the meeting and vote on it.

 

Okay, I understand now why this is so cumbersome. Unfortunately, since so much of this is legally mandated, my only suggestion for now is to pre-print more ballots. I can see how there might be an advantage in adopting rules to restrict the ability to make motions from the floor. Perhaps that's something to consider while you're amending the rules,

[Shmuel Gerber]

If for example, people had submitted six suggest changes to the text, I could have one ballot printed with six items to be voted for or against. Then during the meeting we would have a discussion period on those items in order because presumably each would be independent of the others or such could be adjusted beforehand. After discussing all of the items, they would complete the ballots, sign them, turn them in to the tellers and they would be counted. Then if any of the changes resulted in substantial change we would have to recess while we updated the draft revised Declaration and had our attorney conduct a legal review. Aboiut a week later, after everyone had a chance to see the new version, we would resume the meeting and vote on it.

 

Why can't you just number the spaces for the votes on each motion, and include additional numbers for motions made from the floor? Then simply announce at the meeting which motion number the members should use at the appropriate time. As long as you provide enough spaces, you wouldn't necessarily need to have the text of every motion printed on the ballots.

[Macanudo]

That is a good suggestion and one I had considered. The problem arises if a floor motion needs an immediate vote count.

 

The recorded ballots requirement applies to meetings of members and the first time that came up was in 2014. This will be the third meeting and we are starting to better understand the problem. I will work with an officer on another HOA and see if we can come up with a proposal for a change in legislation. We have only a maximum of 42 votes to deal with. There are some associations that deal with 600 voters, The problems are significantly different. We are allowed to use electronic voting but we have not tried that. We meet in someones home and the group is small enough to do that since we never get a large turnout.