HOA Board Question

[Alan]

Our home owners' association (HOA) is supposed to be run under ROR, however that's never really happened. Tonight was our first attempt at doing so and some very odd things occurred which I'd like to run by you folks.

First, this was the initial meeting of our Board -- one where we had two returning members and two newly elected ones. At the first meeting, they are to define their roles (Pres, VP, Treasurer, Secretary) so, at the onset of the meeting it's not clear who's doing what. At the front table were two non-Board members -- an Atty for the HOA (who announced he was there to act as somewhat of a parliamentarian) and a representative of our the management company we use to handle a variety of tasks for us.  For simplicity's sake, I'll just call them "Atty" and "RM".

First, the meeting was gavelled in by RM.  According to ROR, what are the implications of having a non-Board member (esp. a contractor!) gavel in the meeting?  I should also add that the Atty/parliamentarian raised no concern about this at all.

Second, RM then called for approval of the prior meeting's minutes, took votes from Board members, and declared the minutes approved. What are the implications of her doing so?

Third, as we proceeded down the agenda, RM repeatedly acted as a de facto Board member. She questioned presenters, issued directions to other contractors, told audience members they must be quiet until the "community forum" portion of the agenda, etc.  Was this in keeping with ROR?

Fourth, perhaps I'm missing something but...is there some way a Board can effectively give someone carte blanche in terms of a meeting?  As noted above, both our parliamentarian and Board said nary a thing with respect to the above and RM later then joined then in Executive Conference.

All this seems very strange to me, but of course I'm not the expert.  What are your opinions on the above?  Several of us are shaking our heads wondering what's going on.

 

 

[Guest Zev]

I take it that all of this was a board meeting of the HOA and that you and several others were simply invited guests that were allowed to observe the meeting. Correct me if I am wrong.

26 minutes ago, Alan said:

...an Atty for the HOA (who announced he was there to act as somewhat of a parliamentarian)...

Normally a parliamentarian is selected by the chairman, someone he/she  has confidence in, and the and in this case the board may confirm the appointment if their rules require it. The fact that no person announced that they were the chairman and then this person makes this announcement is pretty strange indeed.

29 minutes ago, Alan said:

First, the meeting was gavelled in by RM. 

Oops. A non-member has no business whatsoever in this capacity.

34 minutes ago, Alan said:

Second, RM then...

All of this is improper. However, once any member of the board fails to raise any Point Of Order then whatever decisions were made will stand until some future time at which they are rescinded.

36 minutes ago, Alan said:

Third, as we proceeded down the agenda, RM repeatedly acted as a de facto Board member. She questioned presenters, issued directions to other contractors, told audience members they must be quiet until the "community forum" portion of the agenda, etc.  Was this in keeping with ROR?

Absolute not.

37 minutes ago, Alan said:

Fourth, perhaps I'm missing something but...is there some way a Board can effectively give someone carte blanche in terms of a meeting?

The board could allow a non-member to speak in debate, but not to vote and much less to chair a meeting.

39 minutes ago, Alan said:

As noted above, both our parliamentarian and Board said nary a thing with respect to the above...

Someone should have.

40 minutes ago, Alan said:

and RM later then joined then in Executive Conference.

Ouch! This is truly outrageous.

41 minutes ago, Alan said:

What are your opinions on the above?

Absolutely amazing. This board is completely and totally asleep at the switch. When you said

49 minutes ago, Alan said:

...that's never really happened.

you were not kidding. A lot of work needs to be done to get this crowd in shape. It is going to depend on how much time and effort you want to invest in order to make that happen. Perhaps you should give this board a copy of the various answers this thread generates and see what their reaction is. So check back from time to time. Other experts will likely have something to say about this amazing event.

[Atul Kapur]

Not the worst meeting I've heard of.

There was a very recent thread called Order of Succession on what to do if the President and Vice-President are absent or, in this case, not yet elected. The answer was that

Quote

The Secretary would call the meeting to order and preside over the election of a Chair pro tem.

and this applies even if the Secretary is an employee (in the other thread, the secretary was also a property manager). So in this case, there's nothing improper so far. However, the first thing the RM should have done was to preside over the election of a Chair pro tem rather than approving the minutes.

After that, it's up to the Board to decide on the participation by employees and other non-members. They can speak or even debate motions with the Board's permission. In this case, it sounds like no one objected to the RM taking a very active role. Any member of the Board could have raised a Point of Order to protest that there was no vote to allow the RM to speak or to call the RM to order if the RM was indecorous. Your Board, by acquiescence, did give your RM carte blanche.

Assuming that "Executive Conference" has the same meaning as RONR's Executive Session, the Board is free to invite whoever it wants to join it in Executive Session. Invitees are bound by the same rules of confidentiality as members of the Board.

I'm not surprised that the Attorney didn't say anything. Many corporations and other organizations have a strong Executive Director (aka Executive Secretary aka CEO aka Top Employee) who plays an active role in Board and Membership meetings, so this would likely not have been out of the ordinary for the attorney. It's up to the body that is meeting to decide if they are okay with this.

And I would be surprised if the attorney had the knowledge of a parliamentarian. A small percentage of them do, many more think they do. The ones on this forum are in the former group, of course.

Edited March 13, 2019 at 08:28 AM by Atul Kapur

[Atul Kapur]

53 minutes ago, Guest Zev said:

The board could allow a non-member to speak in debate, but not to vote and much less to chair a meeting.

The Board can invite a non-member to serve as temporary presiding officer, either by a majority vote if the president and vice president do not object or by suspending the rules if either of them do. (RONR, p. 453-4)

[Alan]

" I take it that all of this was a board meeting of the HOA and that you and several others were simply invited guests that were allowed to observe the meeting. Correct me if I am wrong. "

Monthly Board meetings are open to residents. Some resident who attend - but not all - are members of various committees.  Executive Committee Meetings (which consist of the Board members and RM) are held afterward. As I understand it (I've not gone to one), a resident may ask to speak at an ExComm meeting but has to do a "step in/step out", i.e. go in for a brief period to do your business, then leave -- you can't just hang around.

ATUL: " The Board can invite a non-member to serve as temporary presiding officer, either by a majority vote if the president and vice president do not object or by suspending the rules if either of them do. (RONR, p. 453-4) "

Thank you. I believe that's what my Board would probably hang their hat on for letting a contractor act as de facto Board President until the roles of the Board members were determined.

ATUL: "I'm not surprised that the Attorney didn't say anything. Many corporations and other organizations have a strong Executive Director (aka Executive Secretary aka CEO aka Top Employee) who plays an active role in Board and Membership meetings, so this would likely not have been out of the ordinary for the attorney. It's up to the body that is meeting to decide if they are okay with this."

We don't have anyone strong on our Board. The two recently elected individuals have never been on a committee or attended a Board meeting. (Yes, things are that bad.)

ATUL: "And I would be surprised if the attorney had the knowledge of a parliamentarian." He introduced himself as being an expert on HOAs and being there to help in that role.  He certainly seemed very eager to shut down members whenever they attempted to say something.

PERSONAL NOTE: The HOA acquired ATTY using RM's company referral system. One has to wonder if perhaps staying on that referral system influenced ATTY's decisions not to shut down RM.  My wife has been talking about moving from here when she retires. I've been here since 1997 and liked it, but now I'm really thinking that I just better disengage from all this HOA and tell her I'm ready to move.

 

 

 

 

Edited March 13, 2019 at 08:48 AM by Alan

[Richard Brown]

7 hours ago, Alan said:

Our home owners' association (HOA) is supposed to be run under ROR

Alan, ROR is the official abbreviation for Robert's Rules of Order Revised, which, if I'm not mistaken, is the fourth edition of Robert's Rules of Order. It was published about 100 years ago, if I remember correctly. The current edition is Robert's Rules of Order Newly Revised, 11th edition, abbreviated RONR. So, are you saying that you're parliamentary authority is actually Robert's Rules of Order Revised and not Robert's Rules of Order Newly Revised?

If your bylaws do specify Robert's Rules of Order Revised, please quote the exact language verbatim. Depending on the exact language used, the 4th edition (or some other edition) might be your parliamentary authority or it might be the current 11th Edition. The 11th Edition, and most previous editions, specify that the current edition supersedes all previous editions and shall be the Parliamentary Authority unless they bylaws specify a specific edition.

As to your questions, I agree wholeheartedly with the comments by Atul Kapur. Dr Kapur is a very knowledgeable professional registered parliamentarian (PRP ). I believe he got it exactly right. What transpired at the meeting you described might not have been perfect according to RONR, but it was not that much out of the ordinary and was probably pretty much this board's custom. The board members certainly acquiesced in the procedure and I don't see that anything was done that would constitute a continuing breach and cause action taken at that meeting to be invalid.

[Joshua Katz]

I agree with Dr. Kapur and Mr. Brown. However, I suspect that, like many HOAs, you have what is not primarily a RONR problem, but rather a governance problem. Your board lets its employees push them around and tell them what to do. You can do that within RONR, but that doesn't make it a good idea. Sure, we can go through a meeting and have great fun reconciling each action with RONR (non-member may preside, non-member have no right to speak, etc.) but that won't change the fact that your hired management company and hired attorney are essentially running the show, with your board there as ornamentation. But that's a question only the board (and the members, when electing the board) can take up - no point of order will fix it.

[Atul Kapur]

My turn in the Mutual Agreement Society. I agree with Mr. Brown and wholeheartedly with Mr. Katz's diagnosis that the problem is one of governance. I did say that what happened sounds common but that doesn't mean it's necessarily appropriate for your HOA.

[Alan]

Thanks to everyone for your wonderful feedback and comments on the situation. Mr. Katz and Dr. Kapur, you have nailed the situation exactly.

Many years ago -- make that a few decades ago - I was in a corporate group which did training. Our members included several who taught industrial statistics (sampling theory, calibration, etc.). Senior mgmt in our area began to push for all the statisticians to be let go under the theory that some (then) new statistical tools were being developed and that teaching  was no longer necessary. The statisticians kept arguing with mgmt that tools weren't a substitute for knowledge, however mgmt didn't listen. Finally one of them said, "You don't understand -- a fool with a tool is still a fool."

The situation I've described my OP bears out that same point with respect to Robert's Rules of Order.

Note: My apologies for the sloppiness in terminology as the "Rule" are not within my skill set. Our HOA documents actually say "Robert's Rules of Order (latest edition).

[Richard Brown]

32 minutes ago, Alan said:

Note: My apologies for the sloppiness in terminology as the "Rule" are not within my skill set. Our HOA documents actually say "Robert's Rules of Order (latest edition).

If that's the language used in your bylaws to specify the Parliamentary Authority, then it would indeed be the current 11th edition of RONR. 

BTW, I also agree with Mr Katz that the problem appears to be a governance problem, not an RONR problem.... although following the rules and procedures of RONR would probably be a good thing!

[Alan]

I would like to add one more thing which just came in an email I just received from the ATTY.  In essence, he said that RM is empowered to act as an agent on behalf of the Board and entitled to whatever powers they wish to delegate. Further, he said the Board won't precisely follow the the "Rules".

I will be writing him back thanking him for the clarifications as well as suggesting he recommend to the Board that they document whatever exceptions to the "Rules" they are making.

 

[Josh Martin]

29 minutes ago, Alan said:

In essence, he said that RM is empowered to act as an agent on behalf of the Board and entitled to whatever powers they wish to delegate.

I think suggesting the RM is entitled to whatever powers the board wishes to delegate goes too far, at least as a parliamentary matter. It is conceivable that the answer is different as a legal matter, and the attorney would know more about that than I would.

“As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions.” (RONR, 11th ed., pgs. 484-485)

On the other hand, this still permits a great deal of latitude, and boards can (and often do) grant a great deal of authority to the principal staff member. I certainly see no parliamentary barrier to the board permitting the RM to exercise the authority described in the original post.

It seems the real issue, as others have suggested, is that you disagree with the board’s governance decisions, and the only real remedy to this is to attempt to elect other board members.

[Alan]

Oh, yes -- our Board has long struggled with issues of governance. (I"m sure our HOA is unique in that regard right?)    B^)

But my questions here really related to the "Rules" as everything that happened at the meeting seemed so odd. With Atty's explanation, I'm feeling much better about how the meeting was conducted. I have written him back to that effect and suggested the variations to the "Rules" be covered in the next meeting and incorporated in our website for future reference.  After all, we non-Board members need to know those variations as well; we're all in the process of learning.

Edited March 15, 2019 at 12:33 AM by Alan