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By-Laws need to include Roberts Rules of Order

Started by DorisB6 • 23 replies • 1663 views

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DorisB6 (Missouri)
Posts: 9
Posted:
Our HOA members elected a completely new Board of Directors (5), none of them have any experience with HOA management. One has asserted herself as the ”Chief” director and is declaring all sort of changes are needed. She maintains if the By-Laws do not specifically state Roberts Rules of Order will be the management procedure, then the Board can establish any procedures for operating as long as it complies with the State Statute (Missouri) and Roberts Rules of Order will not apply. Is she correct? A year ago she filed complaints against the HOA for not following Roberts Rules of Order.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
Roberts Rules of Order is simply a "Meeting process". There are really about 7 different ways to hold meetings. However, Robert Rules are the most widely used and accepted. Some states like California require to follow them. However, other states not so much. It's more of a "suggestion" or "good business practice" to follow them.

Actually studied this in college. Have my own little booklet about the types of meetings etc... So think it is a bit confusing to many here because it's not an accepted or required practice everywhere. It's a good thing for HOA as it helps in organization and meetings. However, it is really just a general acceptance of practice not necessarily a law/requirement for every state.
Former HOA President
CathyA3 (Ohio)
Posts: 6,299
Posted:
Our bylaws say nothing about Robert's Rules or any other method of conducting board meetings.

As Melissa said, there are a number of ways to conduct effective business meetings, and different boards may have preferences for one or the other. As long as the board is complying with state statues, I don't see a problem. You don't want to tie the board's hands over something that serves no constructive purpose.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Doris,

Run us through the provisions of your Bylaws and CCRs, please.
DorisB6 (Missouri)
Posts: 9
Posted:
The CC&Rs are not in question -yet. The By-Laws are very basic, pretty much mirrors the State Statute. The order of business lists 1)reading and disposal of any unapproved minutes; 2) reports of officers and committees; 3)unfinished business; 4)new business and 5)Adjournment. Parliamentary Procedures states questions of parliamentary procedures not covered by these By-Laws, a ruling by the President will prevail.

A year ago, this homeowner complained about every meeting, every action because she said it was not in accordance with Roberts Rules of Order. Now that she is a director and has asserted herself as the leader, she is of the opinion that because the By-Laws do not state that Roberts Rules of Order will be the procedure for meeting, she can and does turn the meetings into an informal confab with basically no order. Attending homeowners take over the meeting, etc. She is of the opinion that the Order of Business in the By-Laws does not cover rules of order or proper procedure.

Our set up is five Directors, plus President, Vice President, Treasurer, Secretary and Communications Director. The President moved, VP resigned, Secretary resigned and Comm Director resigned. So this one director is attempting to run everything her way with no challenge.
MarkW18
Posts: 1,290
Posted:
It is not uncommon for the Bylaws to state that an annual meeting should be run by a recognized form of parliamentary procedure.

After developer turnover it is possible for the members to update their Bylaws to indicate a specific standard like Robert's and maybe even make it the way to run Board meeting. It's rare, but it is done.

At this time, I would be more concern about running a corporation with only one director. That is highly ethical, if not illegal. You must have a quorum of directors to make decision. One is not a quorum.

To Melissa, California does not have a requirement to use Robert's Rule of Order. In California, there is a requirement that some form of parliamentary procedure be used to conduct the annual meetings.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Doris

Are you saying this person is the only one left on the BOD?
SueW6 (Michigan)
Posts: 814
Posted:
Doris
Your meetings sound like ours. Structureless, Out of control, disorganized, free for all. Impossible to take minutes!

At the next meeting I plan to make a motion that we adopt RONR to guide us in our meetings. We will see if the board wants structure or mayhem.
DorisB6 (Missouri)
Posts: 9
Posted:
No, there are five directors, the Officer positions are separate from the Directors. We only have one officer left, the treasurer. Our state statute states there must be a President, Vice President, Treasurer and Secretary. The Treasurer & Secretary can be one person.

Four Directors nod their head to whatever the one Director says or does. It is crazy.
DorisB6 (Missouri)
Posts: 9
Posted:
No, there are five directors, the Officer positions are separate from the Directors. We only have one officer left, the treasurer. Our state statute states there must be a President, Vice President, Treasurer and Secretary. The Treasurer & Secretary can be one person.

Four Directors nod their head to whatever the one Director says or does. It is crazy.
MarkW18
Posts: 1,290
Posted:
Quote:
Posted By DorisB6 on 07/18/2020 11:29 AM
No, there are five directors, the Officer positions are separate from the Directors. We only have one officer left, the treasurer. Our state statute states there must be a President, Vice President, Treasurer and Secretary. The Treasurer & Secretary can be one person.

Four Directors nod their head to whatever the one Director says or does. It is crazy.

OK. The officer positions are indeed separate. For the most part, they are ceremonial. Voting is done by the Directors, NOT the officers.

If you have a management company, they are even less meaningful. For example, if you did have a management company, they would send out the assessments, collect the monies, pay the bills and compile the financials. If you had a secretary, there normal responsibilities would include maintaining the records of the association and taking minutes of the meetings. In most instances, the management company is the one performing those tasks.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Like it or not, proper or not, the rest of the BOD seems to approve of the Pres. behavior. The OP has 4 choices:

1. Accept it.
2. Run for the BOD and bring change.
3. Recall some or all of the BOD.
4. Move.

Internet complaining is of little use.
KerryL1 (California)
Posts: 14,550
Posted:
Are you ON the Board, Doris? If your Bylaws require officers, then the Board should vote on them at your next open board meeting (if you have open meetings in MO). Usually they are chosen form among directors. Your Bylaws should say more about this, e.g., the prez & sec'y can't be the same person.

Imo, the best way to have organized board meetings is to have an agenda and stick to it. In CA, for instance, the board's agenda must be posted four days ahead of the board meeting and nothing an be added AT the meeting unless suddenly acute or an emergency.

It's interesting to me that your Bylaws actually state the order of an agenda. And it looks pretty standard. Can you please give us the exact wording of that Article & Section. I'm thinking that if your Bylaws say this, then your Board should comply.

Why size is your HOA, Doris? Do you have a property manager?

The only state I've heard of that requires Robert's Rules of order for Board meetings is CT. OurBoard does refer to it form time to time in unusual situations, i.e., reconsidering, at the same meeting, a motion that was previously approved at that meeting. So it's occasionally helpful.
JohnP47 (Washington)
Posts: 31
Posted:
Quote:
Posted By MelissaP1 on 07/18/2020 8:42 AM

Actually studied this in college. Have my own little booklet about the types of meetings etc...

Melissa, I'd love to read your booklet. Is it posted somewhere online? Or, if you don't mind, you can attach it to your reply. I keep a mental folder for rules of order and I'm always looking to add to it.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
It is a book called "Memory Jogger". It's a little booklet bound in a ring binder. It was a booklet I got during one of my classes in college. May have gotten it in the college bookstore. It references different meeting approaches.
Former HOA President
SheliaH (Indiana)
Posts: 6,964
Posted:
Or you could Google Roberts Rules of Order and find its website - this will provide a good starting point. Some folks also have various cheat sheets online that you could take a look at - here's the official website: https://www.robertsrules.com/
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
JohnP47 (Washington)
Posts: 31
Posted:
Thanks Melissa for getting right back. It's still in print, something like the 30th printing. I'll watch for it in used bookstores.

In Re: Using RROO, In WA I believe our state law recommends it but it can be temporarily replaced by another rules of order by vote of the assembly (owners at the annual meeting, board at board meetings). If it's properly moved, seconded, and so so at an owners meeting Roberts probably could be permanently changed out.

I'm an organizational change consultant and I tell clients there will be some Rules of Order, either collective and intentional, or chaotic. Different ROO guide the group to different places, take different amounts of time, and require different skills of the chair/facilitator AND members. I'm thinking of the consensus building process versus RROO.

Henry Robert put his thinking about how meetings might be run into writing in 1876. That was it. He conducted no control group studies, didn't survey anyone, or do anything else to collect data on its wisdom and usefulness. Why it continues to exert such a pull is because so many groups and organizations us it that it allows fairly quick adjustment no matter what meeting you're in if they use RROO. So what I learned about how to lead or participate in a meeting that uses RROO in MA will serve me at meetings in WA, or IL, or TX.

RROO's gaping hole is mutual positive regard—it says nothing about it. Henry had been frustrated with meetings he attended after the Civil War that went in circles. Part of the problem he intuited was the unstated search for a "consensus." Most times and issues it's not there. Anything around decorative decisions, forget it.

By emphasizing that a minimum number of members need to be present quorum) and that for most routine issues a simple majority of those present should suffice, and for more important questions raise the level of majority support required. These basic ideas definitely accelerate decision making, which is the reason deliberative bodies exist: for the groups to decide to do something or not. That's why proposals are called "motions" and when there is enough agreement the item is "moved."

So even in groups supposedly following RROO there's a subtle hope the majority vote rule won't need to be invoked sometimes. There are also people who don't accept their loss. I once was one of them. Sitting on a steering committee I watched as my proposal lost to the majority vote. At the very next item I was about to bring it back up, when the person sitting to my right whispered, "John, we voted. It lost, move on." Lesson learned, but it did sting.
SueW6 (Michigan)
Posts: 814
Posted:
Just google “Jim Slaughters list of parliamentary procedure”
And you will find many guides to how to run a meeting.

Just the idea that there is an agenda and one person speaks at a time is worth having parliamentary guidelines .
AndreaM10 (Missouri)
Posts: 10
Posted:
Does the board vote on using it or the members of the HOA
the by-laws do not state anything about using RONR
AugustinD
Posts: 1,027
Posted:
AndreaM10, starting a new thread would be best.
Quote:
Posted By AndreaM10 on 11/07/2022 11:44 AM
Does the board vote on using it or the members of the HOA the by-laws do not state anything about using RONR
If the HOA's Bylaws and HOA's Articles of Incorporation are silent about what procedures are to be used for board meetings, then the board can and should establish reasonable rules for how meetings are run. These rules should not conflict with either the Missouri Nonprofit Corporation Act; the HOA's Articles of Incorporation; or any of the bylaws. I recommend that a board do indeed create a rule stating, "Meetings of the Board and Meetings of the Owners shall be run using RONR as a guide." The reason I added the phrase "as a guide" is because RONR is simply not written in legalese. For example, one will never see the word "shall" in RONR. The language of RONR is overwhelmingly passive voice. The language of RONR frequently is written in the form of a generalization. The worst part of RONR is that, while ROOR speaks in several places of shareholder organizations (which include HOAs and COAs) where a board has most of the legal power, RONR's focus by far is more on non-shareholder organizations. RONR is designed mostly for non-shareholder organizations where a board is not calling the shots but instead a large group of members has all the decision-making authority. In HOAs and COAs, the owners en masse have only a few powers reserved to them. Granted those owners' powers have sizable implications, like electing directors.

The two sections of the Missouri Nonprofit Corporation Act that seem most relevant are:

https://revisor.mo.gov/main/OneSection.aspx?section=355.116&bid=19175&hl=

https://revisor.mo.gov/main/OneSection.aspx?section=355.121&bid=19176&hl=

JohnP47 (Washington)
Posts: 31
Posted:
Hi Andrea,

Usually, anything no explicitly blocked or required is left to the group to decide. The default is RROR, and I would guess that it would not need to be explicitly announced in the minutes as by tradition it is the default. If the board votes to switch to another method, for example consensus, or the silent-till-moved-to-speak Quaker meeting model, it might want to note that in the minutes and say if it's for one meeting or all until another vote is taken.

Before going that route, check your state's laws to see if there's a "recommendation."

###
JeanneH3 (North Carolina)
Posts: 158
Posted:
We are fortunate in North Carolina that the general statutes requires meetings be conducted using Robert's Rules of Order unless otherwise indicated in the By-Laws. A really good source is a book called Robert's Rules of Order Fast Track by attorney and parlimentarian Jim Slaughter. Short, sweet and to the point. Slaughter's cue cards are great.
KerryL1 (California)
Posts: 14,550
Posted:
First, though an old post, CA does NOT require Robert's Rules for board meetings, but does require it for meetings of the members, e.g., annual meetings and elections.

So....in NC is it required for board meetings? I think I've only heard a of a few states that do, e.g. Conn.

Our boards only have used it if an issue isn't dealt with in our Bylaws.. We use is sort of a a default doc.

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