Proposed rules of order

[Richard Brown]

9 hours ago, Guest Nathan Zook said:

Others have stayed away from this bit, and for good cause, but I'm going to charge in.  I am not a lawyer, but if I were in your position, this suppression of the voting rights of a member by a government body (the HOA), I would be more than scared enough to get in touch with a lawyer.   Hopefully a friend who might give you the first five minutes for free.   That's not legal advice.   That's a suggestion to get some.  (Emphasis added)

Pick your battles, and all that, but quiet conversations with individual members expressing your concerns along these lines might go a long ways towards helping the members understand that they are on a reckless course.

Of course, the specific objections to specific provisions in the proposal are also useful.

 

i  feel compelled to make a couple of points here.  First, a Homeowner's Association is almost certainly not a "government body".  It is a private organization, although quite likely incorporated and/or subject to state laws regarding corporations and/or homeowner associations.

Second, although wrongfully depriving a member of the right to vote (or letting a non-member vote) is a serious offense and might constitute a continuing breach, it is what might be considered "harmless error" if the wrongfully excluded or included votes were not enough to change the outcome.   For example, if a motion (or election) carries by a vote of 75 to 25, and it turns out that one or two votes were improperly excluded or one or two non-members were allowed to vote, those votes were not sufficient to affect the outcome.  Therefore, the results of the vote would stand. If the motion passed by only one vote (or someone was elected by only one vote), that can be a completely different situation.  The key is whether there were enough illegally excluded or included votes to affect the outcome. 

As to whether there might be legal recourse for a member deprived of his right to vote, that is a legal question which it outside the scope of this forum.

[Josh Martin]

3 hours ago, Richard Brown said:

Second, although wrongfully depriving a member of the right to vote (or letting a non-member vote) is a serious offense and might constitute a continuing breach, it is what might be considered "harmless error" if the wrongfully excluded or included votes were not enough to change the outcome.   For example, if a motion (or election) carries by a vote of 75 to 25, and it turns out that one or two votes were improperly excluded or one or two non-members were allowed to vote, those votes were not sufficient to affect the outcome.  Therefore, the results of the vote would stand. If the motion passed by only one vote (or someone was elected by only one vote), that can be a completely different situation.  The key is whether there were enough illegally excluded or included votes to affect the outcome. 

While it is correct that wrongfully depriving member(s) of the right to vote does not affect the validity of any subsequent votes taken unless it can be demonstrated that the number of members improperly excluded could have affected the result, I would never describe this as a “harmless error.”

”Even if the action taken by the assembly in denying Member A the right to vote does not affect the validity of the vote taken (those instances in which his vote could not have changed the outcome of the vote), a point of order concerning the action taken by the assembly in denying him his right to vote may be raised at any time. The member wrongly denied the right to vote is entitled to a ruling to that effect, if only to attempt to ensure such a denial does not happen again. In some circumstances, the ruling may be the basis for some remedial action, such as the commencement of disciplinary proceedings if there is an allegation that others willfully obstructed the member attempting to vote.” (Official Interpretation 2006-6)

[Joshua Katz]

This seems not all that far from the description in law of harmless error, except that the legal equivalent of disciplinary proceedings would be impossible because of absolute judicial immunity.

[Newbie]

I have shamelessly copied, borrowed, stolen, and otherwise fabricated the following "special rules of order". I plan on submitting these at our board meeting next week.

I'd appreciated any words of wisdom as to if these would be considered acceptable or if some might get me into trouble. I understand that our governing documents take precedence if there are any conflicts. So far, I haven't seen any, but the experience on this forum will see things that I don't.

Thanx.

I move to adopt the following as special rules of order:

 

1) The BOD is authorized to allocate funds up to $100 for the purpose of allowing for a bereavement gift (of flowers or a donation to a recognized charity) to the family of a resident who may pass during the year. (Note: The gift is for legal residents of the association. A resident’s friend or relative who may have passed does not qualify. Personal condolences would be up to individual residents acting on their own behalf.)

 

2) Board members may raise a hand instead of standing when seeking to obtain the floor, and may remain seated while making motions or speaking.

 

3) Motions proposed at a meeting, unless very short and simple, should always be in writing.

 

4) Motions need not be seconded.

 

5) A board member may speak any number of times (not just twice) on a debatable question, except that the regular rules apply to appeals, and speeches will be limited to 3 minutes (instead of 10).

 

6) No board member may speak to an issue for a third time until all other board members have had the opportunity to speak to it for a second time.

 

7) A motion does not have to be pending in order to discuss a subject informally.

 

😎 In putting questions to a vote, the chairman need not stand.

 

9) Votes can be taken initially by a show of hands.

 

10)         If a proposal is perfectly clear to everyone, it may be voted on even though no formal motion has been made.

 

11)         The chairman, as a member of the board, can, without giving up the chair, participate in debate, make motions, and vote on all questions.

 

12)         A time is provided for the unit owners to speak, but that forum is limited to 3 minutes per unit owner and is not an open debate. Once the open forum is closed, only board members and the secretary may speak. A unit owner or a guest may be recognized to speak only if a board member wishes to obtain input from a unit owner and the board agrees.

 

13)         Once the open forum period is closed, unit owners are not allowed to participate and may not seek to be recognized unless the board specifically requests input or information from a particular unit owner.

 

14)         Unfinished business from the previous meeting should be addressed prior to any new agenda items.

 

15)         Changes to the agenda should be done by acquiescence of all board members.

 

16)         Annual meeting minutes will be reviewed and approved at the next regularly scheduled board meeting.

 

17)         The minutes of the previous meeting are not the official minutes of the board unless and until the board votes to accept them.

 

18)         Minutes should state precisely each original main motions, and motions to bring a question again before the assembly which relate to original main motions or to rules of the association considered by the board, and identify those board members voting in favor, against, or abstaining, and whether the motion was carried.

 

19)         In the event that a board member believes that an action by the board is unlawful, contrary to the power and authority of the board, or not in the best interests of the Association, that board member may make an oral or written dissent explaining the reasons why he or she believes that a dissent is necessary. The oral or written dissent shall become part of the minutes.

 

20)         Dissents by a board member should be fully stated in the minutes.

 

21)         No decisions, resolutions, or motions may be adopted in executive session.

 

22)         By a majority vote of the board, the president or other incumbent Chair may be removed from the Chair and any other board member may be assigned to Chair the meeting.

 

23)         The agenda for the regular meetings of the board shall be e-mailed to the board members at least seven days before the meeting and shall include any items received by the secretary no later than ten days before the meeting. Additional items may be placed on the agenda for consideration during the meeting with the consent of a majority of the members present and voting.

 

24)         The fact that a motion has been adopted or failed does not prevent the item of business from being added to the agenda in the future and all motions may be revisited at any time by the board.

[Atul Kapur]

Quick takes:

15 and 23 seem to be contradictory (is it majority or all members?)

19 and 20 are a lot of work for the secretary if it's an oral dissent

A lot of what you have reproduces the Small Boards Rules. Why not just adopt them?

[Richard Brown]

6 minutes ago, Atul Kapur said:

A lot of what you have reproduces the Small Boards Rules. Why not just adopt them? 

I was thinking the same thing.

I may comments about a couple of the proposed rules later.  Basically, I don't think the rules are really necessary and pretty much mirror the regular and small board rules in RONR.  But, whenever you try to reinvent the wheel, you invariably run into unintended consequences and questions of interpretation.

[Newbie]

9 hours ago, Atul Kapur said:

A lot of what you have reproduces the Small Boards Rules. Why not just adopt them?

Thank you, Mr. Kapur. To answer your question, I'll say we didn't "just adopt them" for a couple of reasons. First, I wasn't aware that we could do that. This comes under the subject of "we don't know what we don't know". Second, I'm not aware of anyone else on our board that actually has a copy of RONR, in Brief, or even "for Dummies".

Many of those proposed rules, as you and Mr. Brown can attest to, are directly from RONR. I feel that we need to formally state them and have them on record in our documentation. So for those that don't have RONR, don't want RONR, or don't plan to acquire a copy of RONR, we at least have some ground rules to go by.

We informally do several of these things already. I guess it evolved from "tribal knowledge" from a few members or the mere fact that nobody knew the actual proper procedures. No one stands to seek recognition; motions are made while seated; we can discuss matters without a motion being made.

[Dan Honemann]

Since rule number one is obviously not a rule of order, that's as far as I got.  🙂

[Josh Martin]

11 hours ago, Newbie said:

1) The BOD is authorized to allocate funds up to $100 for the purpose of allowing for a bereavement gift (of flowers or a donation to a recognized charity) to the family of a resident who may pass during the year. (Note: The gift is for legal residents of the association. A resident’s friend or relative who may have passed does not qualify. Personal condolences would be up to individual residents acting on their own behalf.)

This is in the nature of a standing rule, not a rule of order. Standing rules are much easier to adopt - a majority vote is sufficient.

11 hours ago, Newbie said:

2) Board members may raise a hand instead of standing when seeking to obtain the floor, and may remain seated while making motions or speaking.

This is already permitted under the small board rules in RONR. See RONR, 11th ed., pgs. 487-488. Since you seem to be proposing the adoption of most (perhaps even all) of those rules, it may be simpler to specify that the small board rules shall be used, and then provide any exceptions.

11 hours ago, Newbie said:

3) Motions proposed at a meeting, unless very short and simple, should always be in writing.

This is already required by RONR.

11 hours ago, Newbie said:

4) Motions need not be seconded.

5) A board member may speak any number of times (not just twice) on a debatable question, except that the regular rules apply to appeals, and speeches will be limited to 3 minutes (instead of 10).

With the exception of limiting speeches to three minutes, these are already provided for in the small board rules.

11 hours ago, Newbie said:

7) A motion does not have to be pending in order to discuss a subject informally. 

 8. In putting questions to a vote, the chairman need not stand.

9) Votes can be taken initially by a show of hands.

10)         If a proposal is perfectly clear to everyone, it may be voted on even though no formal motion has been made.

11)         The chairman, as a member of the board, can, without giving up the chair, participate in debate, make motions, and vote on all questions.

All of these are provided for in the small board rules.

11 hours ago, Newbie said:

12)         A time is provided for the unit owners to speak, but that forum is limited to 3 minutes per unit owner and is not an open debate. Once the open forum is closed, only board members and the secretary may speak. A unit owner or a guest may be recognized to speak only if a board member wishes to obtain input from a unit owner and the board agrees.

I would add the words “at other times” after the words “recognized to speak” to clarify that the board’s permission is only required to speak at times other than open forum.

11 hours ago, Newbie said:

13)         Once the open forum period is closed, unit owners are not allowed to participate and may not seek to be recognized unless the board specifically requests input or information from a particular unit owner.

This seems redundant with Rule 12.

11 hours ago, Newbie said:

14)         Unfinished business from the previous meeting should be addressed prior to any new agenda items.

This is already required by RONR.

11 hours ago, Newbie said:

15)         Changes to the agenda should be done by acquiescence of all board members.

This rule appears to either conflict with Rule 23, or else is meaningless because it is merely a suggestion.

12 hours ago, Newbie said:

17)         The minutes of the previous meeting are not the official minutes of the board unless and until the board votes to accept them.

This is already provided by RONR.

12 hours ago, Newbie said:

18)         Minutes should state precisely each original main motions, and motions to bring a question again before the assembly which relate to original main motions or to rules of the association considered by the board, and identify those board members voting in favor, against, or abstaining, and whether the motion was carried.

I would advise rewriting this rule to relate solely to the roll call vote aspect and leave the other details of what minutes should contain to RONR.

12 hours ago, Newbie said:

19)         In the event that a board member believes that an action by the board is unlawful, contrary to the power and authority of the board, or not in the best interests of the Association, that board member may make an oral or written dissent explaining the reasons why he or she believes that a dissent is necessary. The oral or written dissent shall become part of the minutes.

It may be desirable to limit this only to written dissents, in order to reduce the burdens in the Secretary.

12 hours ago, Newbie said:

20)         Dissents by a board member should be fully stated in the minutes.

This seems to be redundant with Rule 19.

12 hours ago, Newbie said:

21)         No decisions, resolutions, or motions may be adopted in executive session.

I would advise providing for a few limited exceptions to this. At a minimum, it would seem prudent to permit the assembly to decide to leave executive session. The list of motions permitted for meetings without a quorum or in committee of the whole could be good starting points for a more thorough list.

12 hours ago, Newbie said:

24)         The fact that a motion has been adopted or failed does not prevent the item of business from being added to the agenda in the future and all motions may be revisited at any time by the board.

The phrasing “all motions may be revisited at any time” may be overly broad. I suggest simply following RONR’s rules on this subject.

2 hours ago, Newbie said:

Many of those proposed rules, as you and Mr. Brown can attest to, are directly from RONR. I feel that we need to formally state them and have them on record in our documentation. So for those that don't have RONR, don't want RONR, or don't plan to acquire a copy of RONR, we at least have some ground rules to go by.

No, this is a terrible idea. The problem is that in restating a rule, you will inevitably miss many of the intricacies of the rules in RONR on the subject, and will eventually lead to a situation where it appears that the rule (despite the intent) actually conflicts with RONR, and this rule would take precedence. Special rules of order should only be adopted when they deviate from the parliamentary authority.

I would suggest instead that those who are more knowledgeable on the subject draft a “cheat sheet” as a guide to the rules in RONR, rather than restating the rules from RONR in the special rules of order.

[Gary Novosielski]

No.   Just.... No.

[Richard Brown]

38 minutes ago, Gary Novosielski said:

No.   Just.... No.

I agree.

[Atul Kapur]

3 hours ago, Josh Martin said:

I would suggest instead that those who are more knowledgeable on the subject draft a “cheat sheet” as a guide to the rules in RONR, rather than restating the rules from RONR in the special rules of order.

Given all the risks involved in re-inventing the wheel, which Mr. Martin has outlined, I strongly endorse this suggestion.

[Newbie]

20 hours ago, Atul Kapur said:

Given all the risks involved in re-inventing the wheel, which Mr. Martin has outlined, I strongly endorse this suggestion.

A few replies ago, I asked:

So without being too long-winded on this matter, would it be appropriate for our board to perhaps cherry pick some items from the proposed rules and use those to develop our own "Special Rules of Order"?

Mr. Martin replied "Yes". (And I understand now that this probably did not include taking the small board rules out of the book.)

So I went off in search of various "special rules of order". Many of these were copied exactly out of RONR. Some were cherry-picked from various other documents or internet sources. That's why some may be somewhat redundant.

I'm not trying to re-invent the wheel, but perhaps taking spokes from different wheels. Recall that my current board really doesn't know RONR at all.

Mr. Martin later suggested:

"This is already permitted under the small board rules in RONR. See RONR, 11th ed., pgs. 487-488. Since you seem to be proposing the adoption of most (perhaps even all) of those rules, it may be simpler to specify that the small board rules shall be used, and then provide any exceptions.

"I would suggest instead that those who are more knowledgeable on the subject draft a “cheat sheet” as a guide to the rules in RONR, rather than restating the rules from RONR in the special rules of order."

Unfortunately, we have no one who is more knowledgeable. I think I'm the only one on our board that has any of the Robert's Rules books. I will try to propose that our group pays to purchase the "in Brief" copy for all our board members. Since folks don't have the books (and thereby pgs. 487-88) I thought that since I can't get the people to the books, I'd try to get (relevant sections of) the book to the people.

Thanx to those that replied with helpful comments and suggestions. We need to stand before we can walk, much less run.

[Joshua Katz]

8 minutes ago, Newbie said:

"I would suggest instead that those who are more knowledgeable on the subject draft a “cheat sheet” as a guide to the rules in RONR, rather than restating the rules from RONR in the special rules of order."

 Unfortunately, we have no one who is more knowledgeable. I think I'm the only one on our board that has any of the Robert's Rules books. I will try to propose that our group pays to purchase the "in Brief" copy for all our board members. Since folks don't have the books (and thereby pgs. 487-88) I thought that since I can't get the people to the books, I'd try to get (relevant sections of) the book to the people.

 

Why not simply buy a few copies of a cheat sheet, available from the NAP? 

 

9 minutes ago, Newbie said:

We need to stand before we can walk, much less run.

It does not seem to me that creating these rules is analogous to standing - I don't think it is a step in the direction of conducting meetings properly. I think the way to take steps in that direction is simply to choose things to worry about, and things not to worry about. For instance, worry about things that impact the rights of members, but let other things go. Then, once the group has mastered what you think is most important, start pressing on a few other things.

If you want into a dinner party and people are eating steaks with their hands, it's not the time to explain which is the dessert spoon, but neither is it the time to create new rules of table manners.

[George Mervosh]

5 minutes ago, Joshua Katz said:

If you want into a dinner party and people are eating steaks with their hands, it's not the time to explain which is the dessert spoon, but neither is it the time to create new rules of table manners.

Oh great. Another thing Mrs. M will remind me is not proper at a table. 

[Richard Brown]

51 minutes ago, Joshua Katz said:

Why not simply buy a few copies of a cheat sheet, available from the NAP? 

Joshua, do you have any particular NAP publications in mind?  I'm not aware of anything that seems to be what Newbie wants other than the gold information leaflet, which is the same info as on one of the plastic cards.  I sent him one of the gold info sheets a week or two ago.  I think he wants a simple document of one, two or three pages of basic rules.  However, a national  organization which you belong to has a pretty decent one that it included in the convention booklet for at least the last two conventions.  In 2016, it was on the back cover of the convention book.  How about making a copy of that available?  It could use a tiny bit of tweaking, such as changing "Point of Information" to "Request For Information", but overall it is very good.

[Joshua Katz]

Belonged, although that's not terribly relevant here. I'll see if I can find a copy.

[Newbie]

On 2/13/2019 at 12:12 PM, Richard Brown said:

 I think he wants a simple document of one, two or three pages of basic rules. 

I'll second that. (Can I do that? 😉 )

[Newbie]

On 2/13/2019 at 11:10 AM, Joshua Katz said:

I think the way to take steps in that direction is simply to choose things to worry about, and things not to worry about. For instance, worry about things that impact the rights of members, but let other things go. Then, once the group has mastered what you think is most important, start pressing on a few other things..

I think this is a very valid point. I will try to work on that.

[Newbie]

Since my last reply to this post, we have had 2 board meetings.

I had managed to get the "proposed special rules of order on the agenda the last 2 months. For the February meeting, the item was "tabled". Not the proper motion, I know, but the board's way of saying "not dealing with that now". The March meeting was held yesterday and there was actually some discussion on the rules. But the discussion was more about why we need them. And also a challenge that we don't need to use RONR. (We do, per our state statute.)

No one on the board (5 of whom are now in their second year) have a copy of RONR or RONRIB. I did bring my books to the meeting so people could see them.

I made this motion:

I move that the Association purchase the book “Robert's Rules Of Order Newly Revised, In Brief” for all board members who wish to have it.

I got a second; the Treasurer asked how much the book cost ($7.50); and the motion fell to the floor by a vote of 2-5. The person who seconded the motion actually went to a local bookstore and purchased it himself. I did pass out copies of the "gold sheet". Not sure if that will yield anything.

After another motion to table, I suggested that we postpone discussion to a working meeting of 1 hour sometime next week. We'll see how that goes.

Tough dealing with folks who don't want to acknowledge the rules because then they might actually have to abide by them.