Change to Limit of Debate Time

[Guest ARDANT]

This is an excellent forum. I am only beginning to delved into Robert's Rules w 12th Edition. I am a board member on a small board of 7 total. I am part of the 3-member minority. The Association does not specify board member speech time in either its board agenda nor its governing documents. The president will introduce a motion at the next board meeting to specify a 5-minute speech rule. We know some details have been left out for this. However, my question in this post concerns the number of board member votes necessary to pass the motion. I have read other posts here that state 2/3, or a slight majority. Or it can be defeated with a slight minority, too? I admit to confusion. I'd appreciate citation as I will be creating my own reference sheet for specific topics as needed. Thank you so much.

[Richard Brown]

I am not sure I understand your question. It seems to me you are asking about adopting a special rule of order that limits debate at all meetings of the board to five minutes (either five minutes per member or five minutes per motion — you don’t say which.

if that is what the president wants to do, it is the adoption of a special rule of order. If RONR is your parliamentary authority, then, pursuant to section 2:22 of the 12th edition, the adoption of a special rule of order requires either previous notice and a two-thirds vote or, in the alternative, the vote of a majority of the entire membership. 

if I have misunderstood your question, please try to clarify it a bit.

Edited to add: by a 2/3 vote, we mean the vote of 2/3 of those members present and voting, excluding abstentions and members who are absent. It is only those who are present and voting that count, unless the rule is adopted by the vote of a majority of the entire membership of the board. In that case, if it is a seven member board, the rule could be adopted by four affirmative votes, which is a majority of the entire membership of the board. 
 

Edited March 17, 2024 at 03:08 AM by Richard Brown
Added last paragraph

[Guest Ardant]

Re Change to Limit Debate Time

(Sorry for dup. I'm still a guest here)

Mr. Brown you are spot on. I knew what I was thinking...

5-minutes per member. Yes, I believe a Rule of Order is where we are at. RONR is our parliamentary authority in statute and in governing documents (board has shrugged it off until now). Dang, I was hoping 2/3 of seven which is 4.67 and therefore to reach that threshold 5 affirmative votes would be needed. The minority is taking our lumps right now and this just adds to it. Oh, well. Thank you very much for moving the minority along. Grateful.

[Dan Honemann]

On 3/16/2024 at 11:19 PM, Guest Ardant said:

Re Change to Limit Debate Time

(Sorry for dup. I'm still a guest here)

Mr. Brown you are spot on. I knew what I was thinking...

5-minutes per member. Yes, I believe a Rule of Order is where we are at. RONR is our parliamentary authority in statute and in governing documents (board has shrugged it off until now). Dang, I was hoping 2/3 of seven which is 4.67 and therefore to reach that threshold 5 affirmative votes would be needed. The minority is taking our lumps right now and this just adds to it. Oh, well. Thank you very much for moving the minority along. Grateful.

Well, take heart. A two-thirds vote will be needed in order for your board to adopt any such rule limiting debate.

Unless your bylaws expressly say otherwise, your board does not have the authority to adopt a special rule of order limiting debate because such a rule will conflict with a rule in the parliamentary authority adopted by your association (see 49:15 in that 12th ed. of yours).  It can adopt such a rule to last for one of its current sessions only, or for any part thereof, or for any pending question, but a motion to do any of these things will require a two-thirds vote for its adoption (43:16-17).

[Wright Stuff]

On 3/16/2024 at 11:04 PM, Richard Brown said:

It is only those who are present and voting that count, unless the rule is adopted by the vote of a majority of the entire membership of the board. In that case, if it is a seven member board, the rule could be adopted by four affirmative votes, which is a majority of the entire membership of the board.

On 3/17/2024 at 7:20 AM, Dan Honemann said:

A two-thirds vote will be needed in order for your board to adopt any such rule limiting debate.

So the board cannot adopt the rule with four votes even though majority of the entire membership of the entire board?

[Dan Honemann]

On 3/17/2024 at 9:13 AM, Wright Stuff said:

So the board cannot adopt the rule with four votes even though majority of the entire membership of the entire board?

Yes, a two-thirds vote is required.

[Richard Brown]

On 3/17/2024 at 8:16 AM, Dan Honemann said:

Yes, a two-thirds vote is required.

What about 2:22 which provides that "Adoption or amendment of special rules of order that are separate from the bylaws requires either (a) previous notice and a two-thirds vote or (b) a vote of a majority of the entire membership."  Why would the vote of a majority of the entire membership of the board not be a permissible alternative (provided the board has the authority to adopt such a special rule of order in the first place)?

[Dan Honemann]

The point is that this subordinate board does not have authority to adopt such a special rule of order unless the bylaws specifically say so (which I doubt).

[Wright Stuff]

On 3/17/2024 at 7:20 AM, Dan Honemann said:

It can adopt such a rule to last for one of its current sessions only, or for any part thereof, or for any pending question

So, is it correct that the objective of the chair can be accomplished if an appropriate motion is passed at the beginning of each session?

[Gary Novosielski]

On 3/17/2024 at 11:33 AM, Wright Stuff said:

So, is it correct that the objective of the chair can be accomplished if an appropriate motion is passed at the beginning of each session?

Yes.

 

[Richard Brown]

I think Mr. Honemann and I were discussing slightly different things.  I was assuming, and I think the OP confirmed, that the chairman wants to adopt a permanent standing rule limiting debate to five minutes per member.  My comments described how to adopt such a permanent rule. To do that requires, as I stated, either previous notice and a two-thirds vote or, in the alternative, the vote of a majority of the entire membership.  2:22 RONR (12th ed.). In this case, it would be the membership of the board, assuming the board is adopting the rule.  Such a rule can be adopted by the board only if the bylaws permit the board to adopt its own rules of procedure.  In the alternative, the membership itself can adopt such a rule.

it appears that Mr. Honemann was explaining how the board can get around that limitation by adopting a motion to limit debate on a case-by-case (or meeting-by-meeting) basis rather than adopting a permanent special rule of order.  I agree that a motion to limit debate on a specific motion or a series of motions or even for an entire meeting is possible using the method he described, namely, an ordinary two-thirds vote.  That would not adopt a permanent special rule of order, but just a rule (or order) limiting debate on a particular motion, or several motions, or even for an entire session (meeting). It would be equivalent to suspending the rules.  Such a motion or order can indeed be adopted by a two-thirds vote without previous notice, but not by the vote of a majority of the entire membership.

For the benefit of the original poster, if this is a seven-member board and all board members are present and voting it would require at least five affirmative votes to adopt a rule covering one motion or meeting.  If one member is absent or abstains, the two-thirds vote threshold would be reached with just four affirmative votes.

[Josh Martin]

On 3/16/2024 at 9:45 PM, Guest ARDANT said:

This is an excellent forum. I am only beginning to delved into Robert's Rules w 12th Edition. I am a board member on a small board of 7 total. I am part of the 3-member minority. The Association does not specify board member speech time in either its board agenda nor its governing documents. The president will introduce a motion at the next board meeting to specify a 5-minute speech rule. We know some details have been left out for this. However, my question in this post concerns the number of board member votes necessary to pass the motion. I have read other posts here that state 2/3, or a slight majority. Or it can be defeated with a slight minority, too? I admit to confusion. I'd appreciate citation as I will be creating my own reference sheet for specific topics as needed. Thank you so much.

It depends somewhat on whether the goal here is:

1.) To establish a limit of five minutes in debate per speech for just one meeting, or a portion thereof.

2.) To establish a limit of five minutes in debate per speech for all meetings.

In Scenario 1, the motion requires a 2/3 vote for adoption.

In Scenario 2, the motion requires a 2/3 vote with previous notice or a vote of a majority of the entire board without notice.

So yes, four votes in the affirmative would be sufficient, in a seven member board, to adopt a rule limiting speeches in debate to five minutes. It must be noted, however, that the motion to establish this rule is itself debatable, and the limitations the rule imposes will not be in effect unless and until the rule is adopted.

The relevant citations on this matter include RONR (12th ed.) 2:16, 2:22, 10:5, Section 15, 43:8.

On 3/17/2024 at 6:20 AM, Dan Honemann said:

Well, take heart. A two-thirds vote will be needed in order for your board to adopt any such rule limiting debate.

Unless your bylaws expressly say otherwise, your board does not have the authority to adopt a special rule of order limiting debate because such a rule will conflict with a rule in the parliamentary authority adopted by your association (see 49:15 in that 12th ed. of yours).  It can adopt such a rule to last for one of its current sessions only, or for any part thereof, or for any pending question, but a motion to do any of these things will require a two-thirds vote for its adoption (43:16-17).

But the rule on this subject reads as follows:

"In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly. Such permission can be given by unanimous consent (4:58–63), or by means of a motion to Extend Limits of Debate (15), which requires a two-thirds vote without debate." RONR (12th ed.) 43:8

My understanding of the additional language at the start of this sentence was to provide latitude for subordinate boards to adopt a special rule of order limiting debate. Such a rule does not conflict with RONR, because the rule itself provides for the adoption of a rule of order superseding it.

On 3/17/2024 at 10:33 AM, Wright Stuff said:

So, is it correct that the objective of the chair can be accomplished if an appropriate motion is passed at the beginning of each session?

Well, yes, but apparently the issue here is that four members of the board support adopting this rule, and three members of the board do not. And adopting such a rule for a single session, or for a portion thereof, will require a 2/3 vote. So I'm inclined to think that under these circumstances, if Mr. Honemann's interpretation is correct, the chair's objective can't be accomplished at all, unless the chair can reach some compromise with at least one member in the minority, or unless the chair can persuade the society's membership that this rule is necessary.

On 3/17/2024 at 11:45 AM, Richard Brown said:

I think Mr. Honemann and I were discussing slightly different things.  I was assuming, and I think the OP confirmed, that the chairman wants to adopt a permanent standing rule limiting debate to five minutes per member.  My comments described how to adopt such a permanent rule. To do that requires, as I stated, either previous notice and a two-thirds vote or, in the alternative, the vote of a majority of the entire membership.  2:22 RONR (12th ed.). In this case, it would be the membership of the board, assuming the board is adopting the rule.  Such a rule can be adopted by the board only if the bylaws permit the board to adopt its own rules of procedure.  In the alternative, the membership itself can adopt such a rule.

No, you're both discussing the same thing. What Mr. Honemann is claiming is that the board lacks the authority to adopt a permanent rule of this nature, and that the board would need to seek leave from the society's membership to adopt this rule, because of what is said in 49:15.

"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

The question is whether a rule of this nature actually conflicts with the rule in RONR, because the rule in RONR seems to leave latitude for modification of this rule.

To the extent Mr. Honemann's interpretation is correct, the board may not, by any vote, adopt a permanent rule limiting debate in board meetings to five minute speeches. To adopt such a rule, the board would need to make a recommendation to the society's membership on this matter, which could adopt the rule itself, or authorize the board to adopt its own rules on this subject. In the interim, the board's only alternative would be to adopt such a limit at the outset of each board meeting, and a 2/3 vote would be required for adoption.

Edited March 17, 2024 at 05:20 PM by Josh Martin

[Gary Novosielski]

On 3/17/2024 at 1:16 PM, Josh Martin said:

"In a nonlegislative body or organization that has no special rule relating to the length of speeches (2), a member, having obtained the floor while a debatable motion is immediately pending, can speak no longer than ten minutes unless he obtains the consent of the assembly. Such permission can be given by unanimous consent (4:58–63), or by means of a motion to Extend Limits of Debate (15), which requires a two-thirds vote without debate." RONR (12th ed.) 43:8

My understanding of the additional language at the start of this sentence was to provide latitude for subordinate boards to adopt a special rule of order limiting debate. Such a rule does not conflict with RONR, because the rule itself provides for the adoption of a rule of order superseding it.

Although the rule does say that it only applies to bodies with no special rule, the remainder of the sentence does not hint that the body  may then adopt a special rule.  It merely says that Extend Limits of Debate is available, presumably on a meeting-by-meeting basis. 

Furthermore, this rule only refers to speaking longer than ten minutes, whereas the situation described by the OP involves limiting it to five.

[Dan Honemann]

On 3/17/2024 at 1:16 PM, Josh Martin said:

My understanding of the additional language at the start of this sentence was to provide latitude for subordinate boards to adopt a special rule of order limiting debate. Such a rule does not conflict with RONR, because the rule itself provides for the adoption of a rule of order superseding it.

I strongly disagree.  I do not see how you can draw the inference that you do from what is said at the outset of 43:8, or how you came to the understanding that the "additional language at the start of this sentence was to provide latitude for subordinate boards to adopt a special rule of order limiting debate." 

It is somewhat informative to note that in 43:15, RONR says that "[t]he rule allowing each member two speeches of ten minutes' length per day on each debatable question can be made either more restrictive or more liberal for all meetings of a society by adopting a special rule of order by a two-thirds vote after notice, or by a vote of a majority of the entire membership (2:14ff.; see also 10:44–51)" whereas in 43:16 we are told that "[a]n assembly at any session can change the limits of debate, for that session only, by means of a main motion adopted by a two-thirds vote without notice."  (Emphasis supplied.)

 

[Josh Martin]

On 3/17/2024 at 4:08 PM, Dan Honemann said:

I strongly disagree.  I do not see how you can draw the inference that you do from what is said at the outset of 43:8, or how you came to the understanding that the "additional language at the start of this sentence was to provide latitude for subordinate boards to adopt a special rule of order limiting debate." 

It is somewhat informative to note that in 43:15, RONR says that "[t]he rule allowing each member two speeches of ten minutes' length per day on each debatable question can be made either more restrictive or more liberal for all meetings of a society by adopting a special rule of order by a two-thirds vote after notice, or by a vote of a majority of the entire membership (2:14ff.; see also 10:44–51)" whereas in 43:16 we are told that "[a]n assembly at any session can change the limits of debate, for that session only, by means of a main motion adopted by a two-thirds vote without notice."  (Emphasis supplied.)

I appreciate the clarification.

So the most that a subordinate board could do to limit debate on a permanent basis, without authorization from the parent assembly, would to decide to enforce the ten minute limit applicable in ordinary assemblies, since the board may determine whether (and to what extent) it shall utilize the small board rules.

[Dan Honemann]

On 3/18/2024 at 8:46 AM, Josh Martin said:

I appreciate the clarification.

So the most that a subordinate board could do to limit debate on a permanent basis, without authorization from the parent assembly, would to decide to enforce the ten minute limit applicable in ordinary assemblies, since the board may determine whether (and to what extent) it shall utilize the small board rules.

Yes, a subordinate board may determine whether (and to what extent) it shall utilize the small board rules.  What it may not do is create a special rule of order reducing the ten minute time limit for each speech imposed by RONR in 43:8, and any attempt to do so will be null and void (in this connection, see 23:9).

As previously noted, however, the board is free, during any one of its sessions, to limit debate for the remainder of that session, or for any part thereof, or for any pending question, but a motion to do any of these things will require a two-thirds vote for its adoption (43:16-17).

I suspect that what is of major significance to Guest ARDENT is the fact that his 3 member minority can prevent the adoption of any motion to limit debate such as those described in the immediately preceding paragraph, provided, of course, that they are present when the vote is taken and vote against it.  

[Ardant]

Yes. The president of the board wants to make the change of Limit of Debate to 5 minutes a permanent rule. The majority under the president is suppressing the minority. Additionally, some of our subjects demand more than 5-minutes mainly, because, speaking for myself, I bring supporting documents for the minority's position and display them to the association members who attend the board meeting as well as providing documents to the board. I checked our bylaws again (and will check again) and I do not see anywhere in them that grants the board the authority to change anything with regards to our parliamentary authority (RONR which is specified in statute and our bylaws). So in my mind after reading so much thought provoking comments and guidance here, in order for a permanent change to occur (from RONR 10 minutes to this proposed 5-minute restriction) the 7-member board must use the Special Rules of Order provision (suspending from association just confuses me) and 2/3 of the board must be in the affirmative. 4.67 is 2/3 of 7. Therefore to reach/exceed that threshold, 5 of the 7 board members must vote in the affirmative. I think from reading all this that the whole association could vote on this and a majority (51% per our bylaws) affirmative is required but the president and their majority will not open up our bylaws for any updates. Hope I'm in the ballpark here. Thank you all again.

[Rob Elsman]

I do not especially recommend adopting an amendment of the bylaws to accomplish what is desired.  The better way, I think, would be for the general membership assembly to adopt a special rule of order, applicable only to the executive board.  The vote required to adopt a special rule of order  is a vote of the entire membership or a two-thirds vote only if previous notice has been given.

I agree with Mr. Honemann that it is unlikely that the bylaws of the organization mention the board having the authority to adopt its own, permanent special rules of order.  Not only would the adoption of such a rule by the executive board be null and void, it would also be an act of usurpation of powers rightfully belonging exclusively to its superior (i.e., insubordination), for which appropriate punishment can be inflicted upon those who are guilty of the act.

[Josh Martin]

On 3/18/2024 at 11:35 AM, Ardant said:

So in my mind after reading so much thought provoking comments and guidance here, in order for a permanent change to occur (from RONR 10 minutes to this proposed 5-minute restriction) the 7-member board must use the Special Rules of Order provision (suspending from association just confuses me) and 2/3 of the board must be in the affirmative.

Well, no.

To be clear, the board cannot adopt a special rule of order in this matter. The full membership of the association may do so if it wishes, which would require a 2/3 vote, with previous notice, or a majority vote of the entire membership of the association. The association could adopt the limit directly, or could authorize the board to adopt its own rule in this matter - the same vote is required in either case. This is the only manner in which a permanent change can occur.

Unless and until this occurs, the board could adopt limits on debate, but:

• This would require a 2/3 vote.
• Such limits would be in effect, at most, for the duration of the current board meeting, and would need to be adopted again at the next board meeting.

On 3/18/2024 at 11:35 AM, Ardant said:

...and 2/3 of the board must be in the affirmative. 4.67 is 2/3 of 7. Therefore to reach/exceed that threshold, 5 of the 7 board members must vote in the affirmative.

The requirement to adopt a motion to Limit Debate for a particular meeting, or a portion thereof, requires a 2/3 vote, not necessarily 2/3 of the entire board. That is, it requires a 2/3 vote of the board members present and voting. To the extent that all seven board members are present and all seven board members vote on the matter, five votes in the affirmative would be required.

But suppose, for example, at a particular meeting one of the board members is absent. In such a case, even if all six board members present vote, four votes would be sufficient to obtain a 2/3 vote.

(It is also possible that board members could abstain on the motion to limit debate, but this does not seem likely under the circumstances described.)

On 3/18/2024 at 11:35 AM, Ardant said:

I think from reading all this that the whole association could vote on this and a majority (51% per our bylaws) affirmative is required but the president and their majority will not open up our bylaws for any updates.

This would be a special rule of order, not an amendment to the bylaws, so the organization's resistance to amending the bylaws doesn't necessarily matter. Such a rule may be adopted by a two-thirds vote, or by a majority of the entire membership.

I would note that because the phrase "two-thirds vote," when unqualified, refers to two-thirds of the members present and voting, this may well be less than a majority of the entire membership.

Suppose, for example, that the entire association has 100 members, and there are 60 members present at a particular meeting. In such circumstances (assuming all 60 members vote, and there are no abstentions), a 2/3 vote would be 40, and a vote of a majority of the entire membership would be 51.

I am also curious as to your reference that the bylaws define a majority as "51%." Do the bylaws actually say that exactly? Under RONR, a majority is simply "more than half," not "51%." To the extent your bylaws in fact define a majority as 51%," that would take precedence over RONR - although unless the assembly is very large, this will not make much practical difference.

Edited March 18, 2024 at 06:04 PM by Josh Martin

[Ardant]

Getting there...the bylaws actually state that the bylaws may be amended by a vote of a majority "...fifty-one percent (51%)..." from the pool of actual (qualified) voter participants (my language).

My revised take (after Mr. Martin post): Since it is not expressly stipulated in our bylaws granting the board to make permanent changes to our parliamentary rules (RONR) the board can only Limit Debate for the current meeting involved or a portion of that meeting thereof. In order for the Limit Debate motion to be approved 2/3 approval of the voting members present or who participated in the actual vote (exception: abstention or absent) is required. I understand if 2/3 of our 7 board members participated in the special rule of order vote the approval threshold is 5. If less than 7 participated in the vote the 2/3 approval threshold would be relevant to the number of board members participating in the vote. Once the current meeting affected by the approved (if obtained) Limit Debate has ended the Limit Debate approval is no longer in effect. It is specific to that board meeting only. The subsequent board meeting(s) will require its own Limit Debate motion and approval vote and is unique to that specific meeting.

[Richard Brown]

On 3/18/2024 at 2:24 PM, Ardant said:

Getting there...the bylaws actually state that the bylaws may be amended by a vote of a majority "...fifty-one percent (51%)..." from the pool of actual (qualified) voter participants (my language).

My revised take (after Mr. Martin post): Since it is not expressly stipulated in our bylaws granting the board to make permanent changes to our parliamentary rules (RONR) the board can only Limit Debate for the current meeting involved or a portion of that meeting thereof. In order for the Limit Debate motion to be approved 2/3 approval of the voting members present or who participated in the actual vote (exception: abstention or absent) is required. I understand if 2/3 of our 7 board members participated in the special rule of order vote the approval threshold is 5. If less than 7 participated in the vote the 2/3 approval threshold would be relevant to the number of board members participating in the vote. Once the current meeting affected by the approved (if obtained) Limit Debate has ended the Limit Debate approval is no longer in effect. It is specific to that board meeting only. The subsequent board meeting(s) will require its own Limit Debate motion and approval vote and is unique to that specific meeting.

Yes, I think you've got it! 

I'm a little concerned about your comment that some of the bylaw language you quoted is actually your language. Still, I am assuming that your bylaws do in fact require a 51 percent affirmative vote of some block of members to amend the bylaws, rather than a majority vote.  It's not the same thing, although in some cases it might work out to the same thing.  In other cases, it will NOT work out to be the same.  I would suggest that the next time the bylaws are amended, an amendment should be considered to change the requirement of a "majority of fifty-one percent" since that is NOT the definition of a majority vote.  I'm also concerned about the language "from the pool of actual (qualified) voter participants".  What exactly does that mean?  Is that the actual bylaw language? If not, please be so kind as to give us an exact verbatim quote of the actual bylaw language regarding the vote required to amend the bylaws.

I share Mr. Martin's concern about how the president and his supporters can prevent the membership from considering bylaw amendments, but I suppose that is for another discussion.

One final point:  The easy way to determine whether a two-thirds vote has been achieved is that if there are at least twice as many YES votes as NO votes, you have a two-thirds vote.  No need to do complicated math or deal with franctions.  If there are twice as many yes votes as no votes, it is a two-thirds vote (or more).

[Josh Martin]

On 3/18/2024 at 2:24 PM, Ardant said:

Getting there...the bylaws actually state that the bylaws may be amended by a vote of a majority "...fifty-one percent (51%)..." from the pool of actual (qualified) voter participants (my language).

Thank you. Then it would appear that the bylaws may be amended by 51% of the "pool of actual (qualified) voter participants," whatever that means.

Nonetheless, the rules for adopting a special rule of order remain the same as I have described. While it would appear the bylaws provide that the bylaws may be amended by a 51% vote of the "pool of actual (qualified) voter participants," it does not seem the bylaws redefine the meaning of the word "majority" generally, and therefore, the term will have its ordinary meaning of "more than half" in other contexts.

On 3/18/2024 at 2:24 PM, Ardant said:

My revised take (after Mr. Martin post): Since it is not expressly stipulated in our bylaws granting the board to make permanent changes to our parliamentary rules (RONR) the board can only Limit Debate for the current meeting involved or a portion of that meeting thereof. In order for the Limit Debate motion to be approved 2/3 approval of the voting members present or who participated in the actual vote (exception: abstention or absent) is required. I understand if 2/3 of our 7 board members participated in the special rule of order vote the approval threshold is 5. If less than 7 participated in the vote the 2/3 approval threshold would be relevant to the number of board members participating in the vote. Once the current meeting affected by the approved (if obtained) Limit Debate has ended the Limit Debate approval is no longer in effect. It is specific to that board meeting only. The subsequent board meeting(s) will require its own Limit Debate motion and approval vote and is unique to that specific meeting.

Yes, I think you have it right.

[Ardant]

For Mr. Brown: re "...majority of fifty one percent (51%)..." that is direct text snip from our bylaws in the quotations. The rest of the sentence is paraphrased language from me. The reason I did not quote in total from our bylaws is because although our governing documents are distributed to all unit owners/occupants and in my opinion are in the public domain some questions may exist as to their public document status. I didn't want to add to my troubles about that so I just did a mimimal quote from the bylaws. Apologies for the confusion. Thank you for your assistance.