Amending a by-law change proposal at the annual meeting

[John Cummings]

My question is regarding amending a proposed by-law change at the annual meeting and whether or not our by-law(shown below) prevents us from doing day of meeting amendments to proposed by-law changes.  I understand that RROO allows amending proposed by-law changes at a meeting, if the criteria is met, just wondering if our by-law makes it illegal to do amendments.

The NH Condo law requires our meetings to run following roberts rules.  We also have a by-law(10-100) that states by-laws can be amended provided a copy of the proposed amendment has been included in the written agenda/notice of the meeting.  The meeting agenda must be sent out 21 days prior to our annual meeting.

In Layman's terms it seems that our by-law(shown below) makes it illegal to amended a proposed by-law changes at the meeting because the amended proposal wasn't included in the written notice as required by our by-law.
 

Here is the NH Condo Law followed by our by-law. 

RSA 356- B37

III. Except as otherwise provided in the bylaws, meetings of the association shall be conducted in accordance with the most recent edition of Roberts' Rules of Order Newly Revised.

This is our by-law exception.

10-100 Amendments to the By-Laws.   These By-Laws may be amended at any regular or Special Meeting of the Association, provided a copy of the proposed amendment has been included in the written notice of the meeting.   

Thanks
John

[Joshua Katz]

It seems to me that this is a notice requirement, and so amendments within the scope of notice should be acceptable. At least, that's what I think is the best guess at a RONR answer.

But, of course, this is a condo association, and so the question will be how this bylaw interacts with the relevant laws. A question outside the scope of this forum.

Edited August 19, 2022 at 07:58 PM by Joshua Katz

[Gary Novosielski]

Nothing in that language prohibits amending the proposed bylaws change when it is up for debate.  It only requires prior notice of the proposed amendment. 

Whether a motion to amend it would be in order depends heavily on what's called the "scope of the notice", which in your case would be the scope indicated in the advance copy. 

Amendments are in order which stay within the scope of the notice.  For example, if the proposed amendment was to alter the amount of dues from  $20 to $40, An amendment to change the amount to $30, because it remained within the scope of the proposal would be in order.

The idea is that if a member received the notice and decided that the proposed increase was not worth showing up to vote against it, amendments would be in order as long as they are not likely to cause him to regret that decision, but raising it to $250 would not be in order.

For a full discussion of bylaws amendment, see RONR 12th ed. §57.

Edited August 19, 2022 at 08:10 PM by Gary Novosielski

[John Cummings]

On 8/19/2022 at 3:57 PM, Joshua Katz said:

It seems to me that this is a notice requirement, and so amendments within the scope of notice should be acceptable. At least, that's what I think is the best guess at a RONR answer.

But, of course, this is a condo association, and so the question will be how this bylaw interacts with the relevant laws. A question outside the scope of this forum.

Thanks,

I do have a consultation scheduled with an attorney to discuss this issue.   The real issue at hand is with "directed proxies" and I know that Robert's Rules doesn't allow proxies unless required by the law. The NH Condo Act requires proxies.  Voters that use a "directed proxy" based on the legally mailed(21 days in advance) agenda articles will have their vote "voided" if the proposed article gets changed at the meeting.  Less than 10% of our by-law change proposals get amended at the annual meeting, so it isn't a huge issue and I have no horse in the race.  Just wonering what is the correct course of action. 

Proxies and RROO seem like mutually exclusive entities that should not be joined.

Thanks again
John

[John Cummings]

On 8/19/2022 at 4:09 PM, Gary Novosielski said:

Nothing in that language prohibits amending the proposed bylaws change when it is up for debate.  It only requires prior notice of the proposed amendment. 

Whether a motion to amend it would be in order depends heavily on what's called the "scope of the notice", which in your case would be the scope indicated in the advance copy. 

Amendments are in order which stay within the scope of the notice.  For example, if the proposed amendment was to alter the amount of dues from  $20 to $40, An amendment to change the amount to $30, because it remained within the scope of the proposal would be in order.

The idea is that if a member received the notice and decided that the proposed increase was not worth showing up to vote against it, amendments would be in order as long as they are not likely to cause him to regret that decision, but raising it to $250 would not be in order.

For a full discussion of bylaws amendment, see RONR 12th ed. §57.

Thanks, 

Great response.  The real issue that I mentioned in another response is how to handle "directed proxy" votes in the case of amendments. RROO doesn't allow proxies unless your state does and NH requires the use of Proxies.  Our association wants to void all the "directed proxy" votes if something gets amended at the meeting.

So, I guess this becomes, if the amendment stays within the scope of the by-law proposal then perhaps the "directed proxy" vote should NOT be voided. As mentioned, you aren't allowed to completely re-write the proposal, only tweak it within the stated parameters.   i couldn't take a proposal to limit the number of dogs to "2" per condo and change that at the meeting to "0 dogs allowed".

Thanks

John

[John Cummings]

On 8/19/2022 at 4:09 PM, Gary Novosielski said:

Amendments are in order which stay within the scope of the notice.  For example, if the proposed amendment was to alter the amount of dues from  $20 to $40, An amendment to change the amount to $30, because it remained within the scope of the proposal would be in order.

So based on this it seems to reason that 'directed proxy" votes should NOT be voided as the article was only changed within reason/scope. It can't be completely re-written to have an entirely new meaning.

 

Thanks 

Edited August 19, 2022 at 08:42 PM by John Cummings
typo

[Atul Kapur]

On 8/19/2022 at 4:41 PM, John Cummings said:

So based on this it seems to reason that 'directed proxy" votes should NOT be voided as the article was only changed within reason/scope. It can't be completely re-written to have an entirely new meaning.

 

Thanks 

No. The changes, even if within scope of notice, may have be enough to have changed the proxy-giver's opinion — you can't assume otherwise.

This is why RONR takes a very negative view on combining mail-in votes with live votes on a motion, and the same principle applies to directed proxies.

Let's use Mr. Novosielski's example. If someone is opposed to increasing a fee from $20 to $40 (they feel that such a large increase is not justified) and gives a directed proxy to vote against it, you cannot assume that the proxygiver would still vote against if it were amended to, say, $25.

Quote

Our association wants to void all the "directed proxy" votes if something gets amended at the meeting.

I agree, but just for that particular motion that was amended, not for every item that is being decided.

Edited August 19, 2022 at 11:10 PM by Atul Kapur

[Gary Novosielski]

On 8/19/2022 at 4:20 PM, John Cummings said:

 i couldn't take a proposal to limit the number of dogs to "2" per condo and change that at the meeting to "0 dogs allowed".

That's a tough one.  Depending on whether you're a dog lover or not, the concept of "outside" the scope might lean in different directions.  Some might bristle at the idea of no dogs at all, while others would be upset if the number were five.  I suspect you could make a Point of Order in either case, and be prepared to Appeal the ruling however it comes down.

Scope is not always easy to determine unambiguously

[Atul Kapur]

On 8/19/2022 at 4:20 PM, John Cummings said:

i couldn't take a proposal to limit the number of dogs to "2" per condo and change that at the meeting to "0 dogs allowed".

 

On 8/19/2022 at 7:02 PM, Gary Novosielski said:

That's a tough one.  Depending on whether you're a dog lover or not, the concept of "outside" the scope might lean in different directions.

I disagree that it matters at all whether you are a dog lover or are living your life incorrectly.

The two boundaries of scope of notice are (a) where you are currently, and (b) what is proposed. So if, currently, there is no limit and the proposal is to limit to 2, then the scope of notice is 2-∞ (as no limit means that you are allowed to have an infinite number of dogs). If, one the other hand, there is currently a complete ban on dogs, the scope is 0-2.

[John Cummings]

On 8/19/2022 at 6:36 PM, Atul Kapur said:

No. The changes, even if within scope of notice, may have be enough to have changed the proxy-giver's opinion — you can't assume otherwise.

This is why RONR takes a very negative view on combining mail-in votes with live votes on a motion, and the same principle applies to directed proxies.

Let's use Mr. Novosielski's example. If someone is opposed to increasing a fee from $20 to $40 (they feel that such a large increase is not justified) and gives a directed proxy to vote against it, you cannot assume that the proxygiver would still vote against if it were amended to, say, $25.

I agree, but just for that particular motion that was amended, not for every item that is being decided.

Thanks!  I think the responses here are making a very good case for either allowing proxies or allowing "day of meeting" changes, but not both.  The two just seem mutually exclusive.  Plus the 'scope' is subjective, so who is going to make that determination.   Unfortunately, the NH Condo Act requires meetings to be run by RROO, unless the by-laws state otherwise.  The NH Condo act also requires the use of proxies.

[Atul Kapur]

On 8/19/2022 at 7:50 PM, John Cummings said:

I think the responses here are making a very good case for either allowing proxies or allowing "day of meeting" changes, but not both.  The two just seem mutually exclusive.

Well. that is the case with directed proxies; an undirected proxy allows the proxyholder to take amendments and debate into account.

You didn't mention the third option, which is to void directed proxies if there is an amendment. This would be my recommendation, based on the information provided so far.

On 8/19/2022 at 7:50 PM, John Cummings said:

Plus the 'scope' is subjective, so who is going to make that determination.

The chair of the meeting determines whether an amendment to a proposed bylaws amendment is within scope. The members in the meeting may, through a point of order and/or an appeal, overturn the chair's decision. Using the framework as I described above limits the subjectivity.

On 8/19/2022 at 7:50 PM, John Cummings said:

Unfortunately, the NH Condo Act requires meetings to be run by RROO, unless the by-laws state otherwise. 

Not sure why you consider this unfortunate, unless you an Augustinian 😄 or are saying that it is unfortunate that your law mandates the combination of RONR and proxies. In that case, I think that it is this complication that is inherent in the use of directed proxies that is unfortunate.

[John Cummings]

On 8/19/2022 at 8:18 PM, Atul Kapur said:

Well. that is the case with directed proxies; an undirected proxy allows the proxyholder to take amendments and debate into account.

You didn't mention the third option, which is to void directed proxies if there is an amendment. This would be my recommendation, based on the information provided so far.

The chair of the meeting determines whether an amendment to a proposed bylaws amendment is within scope. The members in the meeting may, through a point of order and/or an appeal, overturn the chair's decision. Using the framework as I described above limits the subjectivity.

Not sure why you consider this unfortunate, unless you an Augustinian 😄 or are saying that it is unfortunate that your law mandates the combination of RONR and proxies. In that case, I think that it is this complication that is inherent in the use of directedroxies that is unfortunate.

Thanks,

The third option you stated is the one that we are going to deploy.  That is to void "directed" proxy votes for changed articles. This was the opiton I was trying to avoid as it disenfranchises voters.  Still seems odd that a directed proxy vote gets discarded if we have a by-law stating that proposed by-law changes must be sent in a notice to owners 21 days before meeting. 

I actually hated proxies until I discovered "directed" proxies and I guess I am the cause of this entire mess in our association - lol. .  With general proxies I am legally surrendering my vote to another person.   If general proxy was my only voting option because I could not attend the meeting then I would chose not to vote. I think the comeback to this will be give your proxy to someone you trust. I'm a brand new owner, so who would that be?  Truthfully, I'm not surrendering my vote to anyone. I will vote directed proxy and live with the < 10% of my vote that get discarded. 

I'm just a layperson, but think the day of meeting amendments are what cause the complication - oh well.  If up to me, I would have a deliberative meeting to make amendments and finaliza the voting ballot, then have a voting meeting after.

Thanks again
John

[Rob Elsman]

Since the basis of this thread seems to have more to do with the application of state statutes than the common parliamentary law, I think it is a good idea to seek the advise of an attorney who is familiar with the issues raised in this thread.

[John Cummings]

On 8/19/2022 at 9:12 PM, Rob Elsman said:

Since the basis of this thread seems to have more to do with the application of state statutes than the common parliamentary law, I think it is a good idea to seek the advise of an attorney who is familiar with the issues raised in this thread.

Thanks, that has been my plan all along.  Just trying to do some homework before meeting the lawyer.

[Josh Martin]

On 8/19/2022 at 2:40 PM, John Cummings said:

My question is regarding amending a proposed by-law change at the annual meeting and whether or not our by-law(shown below) prevents us from doing day of meeting amendments to proposed by-law changes.  I understand that RROO allows amending proposed by-law changes at a meeting, if the criteria is met, just wondering if our by-law makes it illegal to do amendments.

The NH Condo law requires our meetings to run following roberts rules.  We also have a by-law(10-100) that states by-laws can be amended provided a copy of the proposed amendment has been included in the written agenda/notice of the meeting.  The meeting agenda must be sent out 21 days prior to our annual meeting.

In Layman's terms it seems that our by-law(shown below) makes it illegal to amended a proposed by-law changes at the meeting because the amended proposal wasn't included in the written notice as required by our by-law.

10-100 Amendments to the By-Laws.   These By-Laws may be amended at any regular or Special Meeting of the Association, provided a copy of the proposed amendment has been included in the written notice of the meeting.   

I do not agree with the conclusion that the rule in question categorically prohibits amendments. This wording is quite standard and, indeed, is not that different from the language in the sample bylaws in RONR.

"These bylaws may be amended at any regular meeting of the Society by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting." RONR (12th ed.) 56:67

So based on this provision, and provided RONR is the organization's parliamentary authority, it seems to me that amendments to the proposed bylaw amendment are in order, provided those amendments are within the scope of notice. I do not think the language in question was intended to prohibit all amendments, even those which are within the scope of notice.

It may be, however, there are other reasons that amendments are not permissible. Among other things, it may be that the NH Condo law has rules pertaining to this matter. Such rules would take precedence over RONR and the organization's bylaws. Such questions are beyond the scope of RONR and this forum and should be directed to an attorney.

On 8/19/2022 at 3:13 PM, John Cummings said:

I do have a consultation scheduled with an attorney to discuss this issue.   The real issue at hand is with "directed proxies" and I know that Robert's Rules doesn't allow proxies unless required by the law. The NH Condo Act requires proxies.  Voters that use a "directed proxy" based on the legally mailed(21 days in advance) agenda articles will have their vote "voided" if the proposed article gets changed at the meeting.  Less than 10% of our by-law change proposals get amended at the annual meeting, so it isn't a huge issue and I have no horse in the race.  Just wonering what is the correct course of action. 

RONR has no answer to this question.

"A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use." FAQ #10

On 8/19/2022 at 3:13 PM, John Cummings said:

Proxies and RROO seem like mutually exclusive entities that should not be joined.

Due to the type of organization, you're likely stuck with the proxies due to state law, and I don't know that other parliamentary authorities handle proxy voting any better than RONR. I'd also note that RONR is a big book, so there's lots of other good stuff in there.

For types of organizations which have a choice in this matter, I would agree with this.

On 8/19/2022 at 3:20 PM, John Cummings said:

So, I guess this becomes, if the amendment stays within the scope of the by-law proposal then perhaps the "directed proxy" vote should NOT be voided. As mentioned, you aren't allowed to completely re-write the proposal, only tweak it within the stated parameters.   i couldn't take a proposal to limit the number of dogs to "2" per condo and change that at the meeting to "0 dogs allowed".

I have no idea what is supposed to happen with the proxies. That's a question for that lawyer you intend to talk to.

But yes, I think you correctly understand the scope of notice rules. Essentially, the current rule and the proposed rule set the goal posts, and only amendments within that range are permissible.

On 8/19/2022 at 6:50 PM, John Cummings said:

Thanks!  I think the responses here are making a very good case for either allowing proxies or allowing "day of meeting" changes, but not both.  The two just seem mutually exclusive.

If the organization wishes to amend the bylaws to provide that no amendments to proposed bylaw amendments are in order, it certainly is free to do so. In the alternative, the bylaws could be amended regarding the handling of proxies in such cases. In either case, of course, such amendments would need to be consistent with state law.

On 8/19/2022 at 6:50 PM, John Cummings said:

Plus the 'scope' is subjective, so who is going to make that determination.

Well, it's not subjective in the examples provided, but certainly it could be in other cases. In any event, as in all questions of order, the determination would be made by the chair, subject to appeal.

On 8/19/2022 at 7:18 PM, Atul Kapur said:

You didn't mention the third option, which is to void directed proxies if there is an amendment. This would be my recommendation, based on the information provided so far.

I am inclined to agree with this as a philosophical matter, but I don't know whether this is, in fact, the rule the society should currently be following. I would suggest the OP check with the attorney on this question.

Edited August 20, 2022 at 01:16 PM by Josh Martin

[John Cummings]

Thanks Josh,

I'm a newbie when in comes to rules governing an HOA.  I'm learning a lot here and on another forum and will steal a few discussions points from another forum.

-- Every HOA/COA is a corporation and each state has a statute vesting the Board to make decisions persuant to state law and the HOA/COA's governing documents.  The governing documents in my case are the NH Condo act, our association by-laws and the association declaration.  NOT Roberts's Rules.

-- Roberts rules is not one of our governing documents and must yield to our controling documents if a conflict arises.   This sounds exactly how the NH Condo RSA states it.   The very first sentence in RSA 356-B:37 states that we must yield to the by-laws and our by-law is also clear that a proposed amendment to a by-law must be included in the written meeting notice which is required by law to be sent 21 days in advance of the meeting. 

To a layman like myself this seems very clear. Any and ALL proposed amendment to by-laws must be included in the written meeting notice.  Unless someone is clairvoyant it would be impossible for "day of meeting" amendments to by-law change proposals to be included in the meeting notice.
 

RSA 356- B37

III. Except as otherwise provided in the bylaws, meetings of the association shall be conducted in accordance with the most recent edition of Roberts' Rules of Order Newly Revised.

This is our by-law exception.

10-100 Amendments to the By-Laws.   These By-Laws may be amended at any regular or Special Meeting of the Association, provided a copy of the proposed amendment has been included in the written notice of the meeting.   

Thanks
John

[Atul Kapur]

On 8/21/2022 at 10:54 AM, John Cummings said:

To a layman like myself this seems very clear. Any and ALL proposed amendment to by-laws must be included in the written meeting notice.  Unless someone is clairvoyant it would be impossible for "day of meeting" amendments to by-law change proposals to be included in the meeting notice.

First, RONR is a set of rules that you have adopted; they are lower in the hierarchy than state law and your bylaws.

I do not see a conflict as you do. Notice must be given of the proposal but that does not mean that that the meeting is prohibited from improving (aka "amending") the proposal at the meeting before making a final decision on it. Notice is not required for any amendments to the proposal, but they must be within the scope of notice. So I disagree with your interpretation of 10-100; what it is saying is that no one can bring up a new proposal at the meeting (but I'm not a member of your association, who will be the ones to interpret).

The complication comes from mixing directed proxies (which are the equivalent of mail-in votes) with votes cast in-person at the meeting, because the directed proxies cannot take into account any amendments adopted at the meeting. (This is why RONR discourages mixing mail-in and in-person voting.) Regular proxies do not cause this complication.

In your situation, you have a few options as have been mentioned in earlier replies.

I predict that the association's lawyer will suggest prohibiting amendments, because this is very convenient for several reasons—one of which is that it allows the leadership more control of the outcome.

Other options include

- voiding the directed proxies if there is an amendment adopted,

- change to open proxies,

- as you suggested below, except that instead of a second, "voting" meeting, just do a mail vote (if allowed) on the amended proposal

On 8/19/2022 at 8:51 PM, John Cummings said:

If up to me, I would have a deliberative meeting to make amendments and finaliza the voting ballot, then have a voting meeting after.

 

[Richard Brown]

On 8/19/2022 at 8:12 PM, Rob Elsman said:

Since the basis of this thread seems to have more to do with the application of state statutes than the common parliamentary law, I think it is a good idea to seek the advise of an attorney who is familiar with the issues raised in this thread.

 

On 8/19/2022 at 8:16 PM, John Cummings said:

Thanks, that has been my plan all along.  Just trying to do some homework before meeting the lawyer.

Just keep in mind that most attorneys know almost nothing about parliamentary procedure or Roberts rules of order or of any other parliamentary authority. There are some exceptions, such as those attorneys who are also credentialed or experienced parliamentarians (such as members of the American College of parliamentary lawyers) and attorneys with extensive experience with nonprofit corporations, homeowners associations, etc. Even those in the latter two categories likely have very limited expertise in the use of parliamentary procedure for the actual conduct of meetings and what motions are and are not in order.  

Attorneys are not taught parliamentary procedure in law school and rarely ever have to deal with it in their law practices. Therefore, they simply are not very familiar with it.

Edited August 21, 2022 at 03:55 PM by Richard Brown
Typographical corrections

[Richard Brown]

On 8/21/2022 at 10:49 AM, Atul Kapur said:

First, RONR is a set of rules that you have adopted; they are lower in the hierarchy than state law and your bylaws.

I do not see a conflict as you do. Notice must be given of the proposal but that does not mean that that the meeting is prohibited from improving (aka "amending") the proposal at the meeting before making a final decision on it. Notice is not required for any amendments to the proposal, but they must be within the scope of notice. So I disagree with your interpretation of 10-100; what it is saying is that no one can bring up a new proposal at the meeting (but I'm not a member of your association, who will be the ones to interpret).

The complication comes from mixing directed proxies (which are the equivalent of mail-in votes) with votes cast in-person at the meeting, because the directed proxies cannot take into account any amendments adopted at the meeting. (This is why RONR discourages mixing mail-in and in-person voting.) Regular proxies do not cause this complication.

In your situation, you have a few options as have been mentioned in earlier replies.

I predict that the association's lawyer will suggest prohibiting amendments, because this is very convenient for several reasons—one of which is that it allows the leadership more control of the outcome.

Other options include

- voiding the directed proxies if there is an amendment adopted,

- change to open proxies,

- as you suggested below, except that instead of a second, "voting" meeting, just do a mail vote (if allowed) on the amended proposal

 

I agree completely and wholeheartedly with the above post by Dr. Kapur.

[Termination Requested Pls]

On 8/20/2022 at 8:15 AM, Josh Martin said:

RONR has no answer to this question [concerning proxies].

"A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use." FAQ #10

The OP has identified that this is a condominium association about which he is talking. A condominium association is a type of stock corporation, where members may transfer ownership, via the sale of one's condo unit. (Compare a non-stock corporation, like say the Elks. An Elk member cannot transfer his membership rights to another person. Or say a city with a City Council presiding. A City Councilor may not transfer her or his membership rights on the City Council to another person.) As a stock corporation, I believe the pertinent section of RONR is 45:70:

RONR 45:70-71 - "Proxy Voting.  A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney.  Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it. Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable. In a stock corporation, on the other hand, where the ownership is transferable, the voice and vote of the member also is transferable, by use of a proxy. But in a nonstock corporation, where membership is usually on the same basis as in an unincorporated, voluntary association, voting by proxy should not be permitted unless the state’s corporation law—as applying to nonstock corporations—absolutely requires it."

(The underlined and bolded section denotes my emphasis.)

Just to be clear that RONR does permit proxies for stock corporations, such as condominium associations. That the FAQ Mr. Martin linked omits this, and just assumes the reader would know that a stock corporation is not an "ordinary" deliberative assembly, disappoints me. It's an FAQ, after all. I think many stock corporation members, well accustomed to proxies with their corporation, might be scratching their heads when they read FAQ 10 at https://robertsrules.com/frequently-asked-questions/.

Also, the OP repeatedly insists that RONR is not one of the condo association's governing documents. In my opinion RONR is a governing document of this condominium, on account of state law authorizing it to be such. It's just that RONR is pretty close to the bottom (or is at the very bottom) of the hierarchy of governing documents, meaning that RONR does not govern meetings where it conflicts with governing documents higher in the hierarchy. (I think the long-time posters know this, and perhaps are just trying to keep things clean on a difficult topic. I am posting my opinion for the OP.) When the stakes are high for a particular vote at this condo association; challenges to the vote ensue; and RONR addresses the situation where no other governing document does; from my reading a court will view RONR as a governing document and enforce it to the extent RONR has bona fide requirements (meaning, for one, not RONR rules that use mere "should's").

Else I favor Atul Kapur's remark early on as reflecting the prudent course: "No. The changes, even if within scope of notice, may have be enough to have changed the proxy-giver's opinion — you can't assume otherwise."

Yes, it could be that ultimately a court would consider RONR (courts have at times); reflect on the scope of the change (courts have at times; the term "scope of change" is established, in general); and rule that such-and-such change is "in scope." But as Gary Novosielski pointed out, "scope is not always easy to determine unambiguously." This potentially translates to a long dispute, costing a lot of money in attorney's fees. Hence why tempt fate? I think not tempting fate on this issue is particularly important given the mixing of the proxies described here. (As previously noted, the detail of this proxy situation is something that RONR certainly does not treat.)

If this condo association selected me as parliamentarian, then after perhaps studying RONR and also consulting here, such would be my recommendation anyway.

Edited August 21, 2022 at 08:12 PM by Augustin

[Atul Kapur]

On 8/21/2022 at 4:04 PM, Augustin said:

It's just that RONR is pretty close to the bottom (or is at the very bottom) of the hierarchy of governing documents, meaning that RONR does not govern meetings where it conflicts with governing documents higher in the hierarchy. (I think the long-time posters know this, and perhaps are just trying to keep things clean on a difficult topic.

Or perhaps one of them stated it explicitly and you missed it?

On 8/21/2022 at 11:49 AM, Atul Kapur said:

First, RONR is a set of rules that you have adopted; they are lower in the hierarchy than state law and your bylaws.

 

[Dan Honemann]

On 8/21/2022 at 4:04 PM, Augustin said:

The OP has identified that this is a condominium association about which he is talking. A condominium association is a type of stock corporation, where members may transfer ownership, via the sale of one's condo unit.

Are you sure that this is correct?  Are you sure that all condominium associations and community associations are incorporated? I don't think so.

[Termination Requested Pls]

First, to the OP, is your condominium incorporated?

Second, to Mr. Honemann, so far I believe RONR uses the phrase "stock corporation" in just one or maybe a few places. . (I see your bona fides and expect you would know better than I.) One or more older versions of Robert's Rules elaborate a bit on the meaning. For example, http://www.rulesonline.com/rror-08.htm elaborates on characteristics of a stock corporation, at least as far as this earlier version of Robert's Rules sees "corporations." But the latter of course is dated and perhaps counts for nothing except to historians of The Rules. I believe the RONR 12th edition only observes, "In a stock corporation, where the ownership is transferable, the voice and vote of the member is also is transferable, by use of a proxy." In the OP's case, ownership is transferable, meaning to me that a person becomes a member of the condominium association by buying a condominium unit. It seems to me that this 'transferability of membership,' along with RONR 45:70 (as quoted above by me with underlining of the particularly relevant part), would be sufficient to indicate that RONR does not prohibit proxies for this condominium. Furthermore, the condominium association does not seem to me to fall into any other category as far as RONR 12th edition is concerned. Even if RONR were somehow the sole governing document for this association, then I am not sure one could deduce, from RONR's many sections, that RONR prohibits proxies for this association.

As for your query about my certainty on xyz, I do hear you that one should not assume. I could respond more substantively, but I think this gets into a non-RONR discussion that is out of bounds. Some of the long-time posters here clarified that new people here need to be warned off from, it seems to me, doing anything other than quoting back RONR sections and restricting comments strictly to those RONR sections. Such is my impression anyway. I hope my explanation herein may serve as an amendment to my earlier post. 

Edited August 21, 2022 at 09:11 PM by Augustin

[Atul Kapur]

On 8/21/2022 at 5:10 PM, Augustin said:

I believe the RONR 12th edition only observes, "In a stock corporation, where the ownership is transferable, the voice and vote of the member is also is transferable, by use of a proxy." In the OP's case, ownership is transferable, meaning to me that a person becomes a member of the condominium association by buying a condominium unit. It seems to me that this 'transferability of membership,' along with RONR 45:70 (as quoted above by me with underlining of the particularly relevant part), would be sufficient to indicate that RONR does not prohibit proxies for this condominium.

Why do you quote the provision in RONR regarding stock corporations and not the provision for nonstock corporations?

[Dan Honemann]

On 8/21/2022 at 5:10 PM, Augustin said:

First, to the OP, is your condominium incorporated?

Second, to Mr. Honemann, so far I believe RONR uses the phrase "stock corporation" in just one or maybe a few places. . (I see your bona fides and expect you would know better than I.) One or more older versions of Robert's Rules elaborate a bit on the meaning. For example, http://www.rulesonline.com/rror-08.htm elaborates on characteristics of a stock corporation, at least as far as this earlier version of Robert's Rules sees "corporations." But the latter of course is dated and perhaps counts for nothing except to historians of The Rules. I believe the RONR 12th edition only observes, "In a stock corporation, where the ownership is transferable, the voice and vote of the member is also is transferable, by use of a proxy." In the OP's case, ownership is transferable, meaning to me that a person becomes a member of the condominium association by buying a condominium unit. It seems to me that this 'transferability of membership,' along with RONR 45:70 (as quoted above by me with underlining of the particularly relevant part), would be sufficient to indicate that RONR does not prohibit proxies for this condominium. Furthermore, the condominium association does not seem to me to fall into any other category as far as RONR 12th edition is concerned. Even if RONR were somehow the sole governing document for this association, then I am not sure one could deduce, from RONR's many sections, that RONR prohibits proxies for this association.

As for your query about my certainty on xyz, I do hear you that one should not assume. I could respond more substantively, but I think this gets into a non-RONR discussion that is out of bounds. Some of the long-time posters here clarified that new people here need to be warned off from, it seems to me, doing anything other than quoting back RONR sections and restricting comments strictly to those RONR sections. Such is my impression anyway. I hope my explanation herein may serve as an amendment to my earlier post. 

You haven't answered my questions, but I suppose that's just as well.

Yesterday, in another thread, you posted the following:

"Facts: Every HOA and COA is a corporation. Every HOA and COA is a stock corporation, meaning it has shareholders. Every single state has a statute requiring each corporation to have a board."

This I know to be false, but, as I think you recognize, this is not the forum in which to discuss such questions. 

And yes, your apparent understanding about what RONR says about the use of proxies is incorrect.