Two part question regarding Moderator role and meeting process.

[John Cummings]

Hi,

I'm preparing for what is shaping up to be a very contentious annual "OWNERS" meeting at our HOA and want to understand the role of the Moderator, Board and the role of Proxies, if any, for floor motions.

Here are my quesions and thanks for any and all responses as usual.
 

• We have an outside attorney moderating our annual owners meeting.  Once the Board turns the meeting over to the moderator, what is the role of the BOD from that point forward?  Are the BOD members at this point just considered regular owners and are they required to follow the Robert's Rules protocol to speak up and make points or can they simply blurt things out when they feel the need arises?
   
• One point of contention is the vote to fill the Board of director openings. Our Board election is typically 1 voting article and if there happens to be multiple seats up for grabs with multiple lengths of term then the Board seats would be filled according to the voting totals.  The highest vote getters would get the longer terms and the next highest vote getter would get the shorter term.  We had a resignation midterm and have an opening for a 1 year seat.  In an unprecedented manner, the Board has decided to split the Board election into 2 voting articles.  One article for the 2 3-year seats and 1 article for the 1-year seat.
  • Here is my question.   The owners are not happy with this and plan to make a floor motion to combine the 2 Board elections into 1 Board election as we always have in the past.   Does this motion sound legal?  If the assembly of owners votes to pass this motion can the moderator deny the motion?
     
• What is the role of proxy votes for floor motions and floor votes?  If I'm holding 5 general proxies and the above floor motion is made to change the Board election article, do I get 1 vote or 5?   I assume I get 1, but want to verify.
  

Thanks,
John Cummings

[Josh Martin]

On 9/16/2022 at 6:03 AM, John Cummings said:

Once the Board turns the meeting over to the moderator, what is the role of the BOD from that point forward?  Are the BOD members at this point just considered regular owners and are they required to follow the Robert's Rules protocol to speak up and make points or can they simply blurt things out when they feel the need arises?

The board members are just regular members at that point and are required to follow the rules the same as any other member.

On 9/16/2022 at 6:03 AM, John Cummings said:

One point of contention is the vote to fill the Board of director openings. Our Board election is typically 1 voting article and if there happens to be multiple seats up for grabs with multiple lengths of term then the Board seats would be filled according to the voting totals.  The highest vote getters would get the longer terms and the next highest vote getter would get the shorter term.  We had a resignation midterm and have an opening for a 1 year seat.  In an unprecedented manner, the Board has decided to split the Board election into 2 voting articles.  One article for the 2 3-year seats and 1 article for the 1-year seat.

• Here is my question.   The owners are not happy with this and plan to make a floor motion to combine the 2 Board elections into 1 Board election as we always have in the past.   Does this motion sound legal?  If the assembly of owners votes to pass this motion can the moderator deny the motion?

Assuming the organization's rules and applicable law are silent on this matter, I see no reason why such a motion would be out of order.

On 9/16/2022 at 6:03 AM, John Cummings said:

• What is the role of proxy votes for floor motions and floor votes?  If I'm holding 5 general proxies and the above floor motion is made to change the Board election article, do I get 1 vote or 5?   I assume I get 1, but want to verify.

It will depend upon the rules governing the use of proxies in the organization's bylaws and applicable law, as well as the terms of the particular proxy. RONR has no guidance on this matter.

"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. [RONR (12th ed.) 45:70–71.]" FAQ #10, emphasis added

[John Cummings]

Thanks Josh,

  This is how understood things also, but I'm still learning and needed positive reinforcement.
 

• Are bylaws are silent on the format of the Board elections.  In fact, this is the very reason the Board gave the owners as a reason to separate the vote.
   
• As far as the Proxies and floor motions go.  Many of the floor motions are "voice" votes, so I'm not sure how I could yell 5 times anyway.  if the process requires a paper vote or hand vote, then I think I could get 5 votes.  We shall see.
   

Thank you very much.

John

[Josh Martin]

On 9/16/2022 at 6:50 AM, John Cummings said:

Are bylaws are silent on the format of the Board elections.  In fact, this is the very reason the Board gave the owners as a reason to separate the vote.

To be clear, there is nothing necessarily wrong with the procedure the board has proposed either. It is simply that, provided the bylaws are silent, the decision on which procedure to use is at the discretion of the membership, not the board.

[John Cummings]

Thanks Josh,

I agree, but the association is viewing this a dirty politics and the Board leveraging their power to ensure they win re-election.  I didn't provide the details before as I just wanted understand the processes.  Here are the details and the owners simply want to revert back to the way it has always been done.

We have 3 BOD openings and as I mentioned, 1 is for a 1-year term and 2 are for 3-year terms.   We have 4 candidates in total.  3 of them are running for the 3-year term, me and 2 current BOD members.  The Secretary is running for the 1-year seat against the loser of the 3-year election.  The BOD's thinking is using this format that the 2 sitting BOD members will win re-election and then all of their supporters will vote for the secretary in the (runoff) 1-year election and she will clean my clock.  And all of them will retain power.

If the vote was conducted using our standard process(not documented) the Secretary and 2 sitting BOD members would likely split some votes and I would most likely beat all of them. Many view this as a ploy to keep me from winning and I agree, but it isn't going to work - lol

Thanks

John

[puzzling]

just adding to Mr Martins comments (none of which I disagree with)

On 9/16/2022 at 12:03 PM, John Cummings said:

Hi,

I'm preparing for what is shaping up to be a very contentious annual "OWNERS" meeting at our HOA and want to understand the role of the Moderator, Board and the role of Proxies, if any, for floor motions.

Here are my quesions and thanks for any and all responses as usual.
 

• We have an outside attorney moderating our annual owners meeting.  Once the Board turns the meeting over to the moderator, what is the role of the BOD from that point forward?  Are the BOD members at this point just considered regular owners and are they required to follow the Robert's Rules protocol to speak up and make points or can they simply blurt things out when they feel the need arises?

First of all there is no board to hand over to the moderator. 

The president is the chair of the meeting and he can together with the assembly decide to hand over to an independent moderator.

On 9/16/2022 at 12:03 PM, John Cummings said:

• One point of contention is the vote to fill the Board of director openings. Our Board election is typically 1 voting article and if there happens to be multiple seats up for grabs with multiple lengths of term then the Board seats would be filled according to the voting totals.  The highest vote getters would get the longer terms and the next highest vote getter would get the shorter term.  We had a resignation midterm and have an opening for a 1 year seat.  In an unprecedented manner, the Board has decided to split the Board election into 2 voting articles.  One article for the 2 3-year seats and 1 article for the 1-year seat.
  • Here is my question.   The owners are not happy with this and plan to make a floor motion to combine the 2 Board elections into 1 Board election as we always have in the past.   Does this motion sound legal?  If the assembly of owners votes to pass this motion can the moderator deny the motion?
• What is the role of proxy votes for floor motions and floor votes?  If I'm holding 5 general proxies and the above floor motion is made to change the Board election article, do I get 1 vote or 5?   I assume I get 1, but want to verify.

Thanks,
John Cummings

I think the voting procedure is not conducted according RONR and I do suggest you study RONR the bylaws and your state laws on Hoa for this.

for RONR each post is an individual election, so with 4 post available every member may vote for upto 4 different candidates. (duplicates , a candidate mentioned twice on one ballot,  are only counted once, a ballot needs as much lines for writing in candidates as open posts.)

Only candidates that have a majority vote (number of ballots divided by two) are considered further.

- if more candidates than posts are   considered as above the candidates with the highest number of votes are elected.

-if fewer candidates than post are  considered, all hese candidates are elected and a new election  for the unfilled posts need to be preformed.

(the above is not the official text of RONR  , look that one up,  only a restating in other terms)

I am not sure if a vote by voice call is the right way (I doubt it) have a look at your state laws and bylaws. 

Good luck

As said before I do agree with the comments by Mr Martin this is just extra.

[Atul Kapur]

On 9/16/2022 at 7:03 AM, John Cummings said:

what is the role of the BOD from that point forward?  Are the BOD members at this point just considered regular owners and are they required to follow the Robert's Rules protocol to speak up and make points or can they simply blurt things out when they feel the need arises?

 

On 9/16/2022 at 7:27 AM, Josh Martin said:

The board members are just regular members at that point and are required to follow the rules the same as any other member.

 I agree with Mr. Martin but would add that, even if you did not turn the meeting over to an external moderator and instead had the president preside, that the memvers of the board are still just regular members at the owners' meeting who have to follow protocol. Even if they have set up a "head table" and are all sitting at the front facing the rest of the membership, they have no special status at at an owners' meeting.

And no one should be speaking without being recognized, and definitely no one should be blurting at all.

Edited September 16, 2022 at 07:43 PM by Atul Kapur

[Josh Martin]

On 9/16/2022 at 1:16 PM, puzzling said:

I think the voting procedure is not conducted according RONR and I do suggest you study RONR the bylaws and your state laws on Hoa for this.

for RONR each post is an individual election, so with 4 post available every member may vote for upto 4 different candidates. (duplicates , a candidate mentioned twice on one ballot,  are only counted once, a ballot needs as much lines for writing in candidates as open posts.)

As I understand the facts, the issue at hand is that there are three positions available (there are four candidates, not four positions), however, two of the positions are for three year terms and one position is for a one-year term. So in addition to the usual rules pertaining to electing candidates to multiple identical positions, the issue then becomes how to assign the varying term lengths. Under RONR, the association has the option of either handling the position with a different term length separately (as has been proposed by the board), or it may keep all three positions together and assign the longest terms to the persons receiving the greatest majority (as has been the association's custom).

"If the multiple positions have varying terms (as may happen when terms are staggered or there is an election to fill the remainder of an unexpired term) and the differing term lengths have not been assigned different sections of the ballot, the longer terms are allocated among those receiving a majority vote in the order in which they obtain greater numbers of votes. If there is a tie, the tied candidates may agree which of them will take a longer term; if they do not agree, the question is put to a vote on the next ballot." RONR (12th ed.) 46:34

I concur with the reminder that a majority vote is required for election - unless, of course, the organization's bylaws provide otherwise.

On 9/16/2022 at 1:16 PM, puzzling said:

I am not sure if a vote by voice call is the right way (I doubt it) have a look at your state laws and bylaws. 

I believe Mr. Cummings was referring to taking a voice vote on the motion in regard to what method to use to determine the varying term lengths, not to taking a voice vote for the election itself.

Edited September 16, 2022 at 08:27 PM by Josh Martin

[John Cummings]

Thanks everyone,

Great info.
 

• As you have probably seen more than once.  We don't really have a Robert's Rules expert in our association. We will have around 200 owners in attendance and perhaps 5-10 understand how to make a motion.  I'm learning, but there is a ton to learn.  I've taken some online training, but most of it is still sinking in.
   
• The meeting gets turned over to the outside attorney after the pledge of allegiance. Honestly, until now, I've attended all the annual meetings, but never studied up on Roberts Rules, so have to assume this is done property.  
   

Here's my plan and could use help with.  I want to make a motion to to combine the 2 Board elections into 1 election.  This format is allowed and has already be done in the past.   The motion will also get seconded as the association is not pleased with the decision to break from standard protocol and hold 2 separate elections.

Is this the proper manner to make the motion.

• I was told to write my motion down on paper and hand it to the moderator when he announces article 1 - the first BOD vote..  This is how we always do motions at our meetings, right or wrong.  The motion will be something like this.
  
  Mr Chaiman, I move to combine article 1 and article 2 into a single article.  The top 2 vote getters will be awarded the 3-year terms.  The 3rd place finisher will be awarded the 1-year term.
  
  Also, my thoughts are that I am the person most damaged by the splitting of the election that I should make the motion to combine the articles. Do you think this is a bad look and perhaps another owner should make the motion?  Personally, I think the person that told me that is just over thinking things.
  
  Thanks

John

 

[Josh Martin]

On 9/16/2022 at 4:09 PM, John Cummings said:

I was told to write my motion down on paper and hand it to the moderator when he announces article 1 - the first BOD vote..  This is how we always do motions at our meetings, right or wrong.  The motion will be something like this.

Nothing wrong with this.

On 9/16/2022 at 4:09 PM, John Cummings said:

Mr Chaiman, I move to combine article 1 and article 2 into a single article.  The top 2 vote getters will be awarded the 3-year terms.  The 3rd place finisher will be awarded the 1-year term.

So just to confirm, do your bylaws in fact provide that a plurality vote (or as you put it, the top vote getter) is sufficient to win the election? So far as RONR is concerned, a majority vote is required for election. That is, a candidate would need to be marked on a majority of ballots to win.

With that issue aside, I will note that this terminology of referring to ballot questions as "articles" is one that I am not familiar with, but if that language is familiar to your organization, the language of the motion otherwise seems fine.

On 9/16/2022 at 4:09 PM, John Cummings said:

Also, my thoughts are that I am the person most damaged by the splitting of the election that I should make the motion to combine the articles. Do you think this is a bad look and perhaps another owner should make the motion?  Personally, I think the person that told me that is just over thinking things.

There is no parliamentary reason why you cannot make the motion, but strategically, I am inclined to think it is prudent for a person other than a candidate in the election to make the motion.

[John Cummings]

On 9/16/2022 at 5:19 PM, Josh Martin said:

There is no parliamentary reason why you cannot make the motion, but strategically, I am inclined to think it is prudent for a person other than a candidate in the election to make the motion.

Thanks Josh,

Last years president has offered to make this motion for me.  He is a figure that is respected.  Sound advice.

I'm under the gun to get prepared for tomorrow's meeting and will let you know how I made out.

Thanks everyone for the help

John