HOA-RONR

[Guest nikki]

The members did not vote on using the RONR-- how can the board use it??

 

The HOA has a monthly board meeting and those minutes are made public after being accepted.  After the board meeting, the committee goes into a closed meeting- are those minutes public information as long as it does not have personal information on it- or the personal information can be redacted.

[Josh Martin]

On 11/7/2022 at 1:04 PM, Guest nikki said:

The members did not vote on using the RONR-- how can the board use it??

My understanding of the statement "The members did not vote on using the RONR" is that Robert's Rules of Order Newly Revised is not identified as the parliamentary authority in the organization's bylaws or other rules. It is also my understanding that the organization has not adopted any parliamentary authority, not that it has adopted some other parliamentary authority. If you mean something else, please clarify. With this understanding, the answer to your question is as follows:

For starters, it is an interesting question whether a subordinate board could formally adopt RONR as the parliamentary authority for the board, even although the society itself has no parliamentary authority.

"The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." RONR (12th ed.) 49:15

Since RONR itself provides that it is to be followed only to the extent that it does not conflict with the organization's rules, and the recommended language to adopt RONR also provides as much, it might be reasonably argued that the board could formally adopt RONR as the board's parliamentary authority - with the understanding, of course, that the organization's rules take precedence. And RONR provides that adopting a parliamentary authority may be done by the same means as adopting a special rule of order. On the other hand, the rule in question clearly does not contemplate a situation in which the society has no parliamentary authority. So I think it is an unresolved question as to whether a subordinate board may adopt a parliamentary authority if the society has not done so.

So the first possible answer to your question is that the board may use RONR by formally adopting it as its parliamentary authority, by the same means as adopting a special rule of order.

"However, if the bylaws of a society do not designate a parliamentary authority, one may be adopted by the same vote as is required to adopt a special rule of order, although it is preferable to amend the bylaws. In a mass meeting or a meeting of a body not yet organized, adoption of a parliamentary authority (or individual rules of order) may take place at the beginning of the meeting by majority vote." RONR (12th ed.) 2:15

On the other hand, it may be that a subordinate board lacks the authority to adopt a parliamentary authority, even if the society has not adopted an authority. In that case, until a parliamentary authority is formally adopted by the society, obviously the board still must follow something for how to handle its meetings.

"Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority." RONR (12th ed.) 2:19

"A deliberative assembly that has not adopted any rules is commonly understood to hold itself bound by the rules and customs of the general parliamentary law—or common parliamentary law (as discussed in the Introduction)—to the extent that there is agreement in the meeting body as to what these rules and practices are." RONR (12th ed.) 1:5

Therefore, it would seem to me that even in the event the board cannot formally adopt RONR, the board can (and probably should) choose to follow RONR as "persuasive" on matters of parliamentary procedure, given that RONR is the foremost parliamentary authority in the United States.

Of course, whether RONR is formally adopted or not, the organization's bylaws and special rules of order, as well as applicable law, take precedence in the case of a conflict.

In the long run, the society should adopt RONR as its parliamentary authority. See https://robertsrules.com/how-to-adopt/.

On 11/7/2022 at 1:04 PM, Guest nikki said:

The HOA has a monthly board meeting and those minutes are made public after being accepted.  After the board meeting, the committee goes into a closed meeting- are those minutes public information as long as it does not have personal information on it- or the personal information can be redacted.

The minutes of a board meeting held in executive session are not made public unless the board votes to make them public, or unless the organization's rules or applicable law require them to be made public.

"The general rule is that anything that occurs in executive session may not be divulged to nonmembers (except any entitled to attend). However, action taken, as distinct from that which was said in debate, may be divulged to the extent—and only to the extent—necessary to carry it out. For example, if during executive session a member is expelled or an officer is removed from office, that fact may be disclosed to the extent described in 63:3. If the assembly wishes to further lift the secrecy of action taken in an executive session, it may adopt a motion to do so, which is a motion to Amend Something Previously Adopted (35). In making or debating such a motion, the members must be careful, if the assembly is not in executive session, to preserve the existing secrecy.

A member of a society can be punished under disciplinary procedure if he violates the secrecy of an executive session. Anyone else permitted to be present is honor-bound not to divulge anything that occurred. Reading and approval of the minutes of an executive session must take place only in executive session, unless that which would be reported in the minutes is not secret. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting. (For additional rules regarding access to minutes and other records, including those kept by boards and committees, that are protected by the secrecy of an executive session, see 47:36 and 49:17–19.)" RONR (12th ed.) 9:26-27

Given the questions concerning the authority of RONR in this instance, I suppose I will add that I am not aware of any parliamentary authority which requires that the minutes of a board meeting held in executive session be made public. So even in the event that RONR is neither controlling nor persuasive, I still feel quite confident in my answer that "The minutes of a board meeting held in executive session are not made public unless the board votes to make them public, or unless the organization's rules or applicable law require them to be made public."

Edited November 7, 2022 at 08:33 PM by Josh Martin

[Guest nikki]

thank you

 

The by-laws do not state any authority.  I am now on the board and I am trying to be transparent but i know the board will not let me make motions about minutes, etc...

The board was voted in via the voting members of the HOA so I assume the board needed to get approval from the voting members of the HOA to agree with the RONR authority.

 

Am I wrong?

 

[Josh Martin]

On 11/7/2022 at 2:44 PM, Guest nikki said:

The by-laws do not state any authority.  I am now on the board and I am trying to be transparent but i know the board will not let me make motions about minutes, etc...

If you mean the chair will not allow you to make such motions at all, then that is not consistent with RONR. The text specifically provides that this is in order.

"If the assembly wishes to further lift the secrecy of action taken in an executive session, it may adopt a motion to do so, which is a motion to Amend Something Previously Adopted (35)." RONR (12th ed.) 9:26

If you simply mean that you don't have the votes to adopt such motions, you'll have to take your case to a higher authority - the general membership. (I suppose that's also ultimately what you'll have to do if the chair isn't allowing you to make the motions and the board won't back you up on appeal.)

The membership has the authority to order a particular set of minutes to be read at a meeting of the membership. In the alternative, the membership can adopt a special rule of order on this matter.

"A record of the board's proceedings is kept by the secretary, just as in any other assembly. Only members of the board have the right to examine the minute book kept by the secretary (cf. 47:36), unless the board orders otherwise (see next paragraph). Board members are, however, free to share the content of the minutes with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26–27).

The board can order that any specified person(s)—including, for example, all members of the society—be permitted to view, or be furnished with copies of, board minutes. A motion to do so is an incidental main motion, which can be adopted by a majority vote if the minutes are not protected by executive-session secrecy. If they are protected by such secrecy, the motion requires a two-thirds vote, the vote of a majority of the entire membership of the board, or a majority vote if previous notice has been given.

Whether or not board minutes are protected by the secrecy of an executive session, the assembly of the society can adopt a motion granting such permission, or can order that the board's minutes be produced and read at a meeting of the assembly, by a two-thirds vote, the vote of a majority of the entire membership of the assembly, or a majority vote if previous notice has been given." RONR (12th ed.) 49:16-18

On 11/7/2022 at 2:44 PM, Guest nikki said:

The board was voted in via the voting members of the HOA so I assume the board needed to get approval from the voting members of the HOA to agree with the RONR authority.

First, to the technical question of whether the board needs "to get approval from the voting members of the HOA to agree with the RONR authority," it depends on what exactly this means.

1.) If the question is "Can the board formally adopt RONR as its parliamentary authority," then the answer is Maybe. See my lengthy discussion above.

2.) On the other hand, if the question is "Can the board follow RONR as persuasive for the conduct of business at board meetings" and/or "Can the board follow RONR in this particular matter," then the answer is Yes.

More importantly, even if you were somehow successful in preventing the board from using RONR, that 1.) Wouldn't solve your current problem, because there still would be no rule requiring the board to make the minutes public and 2.) Would create much bigger problems, because RONR isn't just about access to the minutes, it's a book about everything regarding parliamentary procedure. So trying to operate without it would just lead to chaos, not transparency.

In fact, I would argue this would be counterproductive to your goals since, as noted above, RONR contains clear rules for how to make the minutes public. Without rules at all, you'd be flying blind on this issue (and others).

If your desire is to make it a requirement that the minutes of all executive sessions (or a redacted version thereof) be shared with the membership, then the proper course of action is for the board or the membership to adopt a rule on that subject.

Edited November 7, 2022 at 09:07 PM by Josh Martin

[Gary Novosielski]

On 11/7/2022 at 3:44 PM, Guest nikki said:

thank you

 

The by-laws do not state any authority.  I am now on the board and I am trying to be transparent but i know the board will not let me make motions about minutes, etc...

The board was voted in via the voting members of the HOA so I assume the board needed to get approval from the voting members of the HOA to agree with the RONR authority.

 

Am I wrong?

 

Maybe.  In some states the regulations applying to HOAs specify that the rules in RONR will apply to all HOAs.   I'm sure they'd want you to have some rule book in place.