💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in

AndreaM10 (Missouri)
Posts: 10
Posted:
Can the board adopt the ORNR Rules of Roder without them being in the by-laws nor voted on by the members?
MichaelT21 (Arkansas)
Posts: 462
Posted:
Quote:
Posted By AndreaM10 on 11/07/2022 11:32 AM
Can the board adopt the ORNR Rules of Roder without them being in the by-laws nor voted on by the members?

To start with, I don't believe I am familiar with the ORNR Rules of Roder.

AndreaM10 (Missouri)
Posts: 10
Posted:
Sorry- It is the Roberts Rules of Order-- RONR
KerryL1 (California)
Posts: 14,550
Posted:
I think the acronym is R Robert's Rules of Order Newly Revised.

Many HOAs' Bylaws require that members meetings, e.g., the annual meeting and election, must abide by RONR or some other accepted parliamentary procedure. At least one state, Conn. requires them for Assn. board meetings too. There may be others.

I think your Board can adopt RONR for board meetings. But why in the world does the Board want to make board meetings more complicated and boring???? What is the alleged benefit?
MichaelT21 (Arkansas)
Posts: 462
Posted:
Our CC&Rs/By-laws require that we follow them, but I don't. Which probably comes as no surprise to some of you.
AndreaM10 (Missouri)
Posts: 10
Posted:
I am new to the board and I am now seeing that the board is hiding the notes/funds etc... I want to point this out but according to RONR I cannot.

The by-laws do not state anything about RONR-- we are in Missouri and the HOA is non-profit and the statute does not say anything.

I just want to let the members know we are using the RONR and it was not voted on.
AndreaM10 (Missouri)
Posts: 10
Posted:
LOL

The board is not being very transparent and the members want to be transparent.
CathyA3 (Ohio)
Posts: 6,299
Posted:
RORN has its benefits, but it also has some things that strike me as complication for its own sake. I also think that RORN doesn't guarantee transparency - any system can be gamed by creative and motivated stinkers.

There are other ways to conduct business meetings, such as parliamentary procedure. I bet many of us have spent chunks of our professional lives sitting in meetings that didn't follow any "brand name" rules but which nonetheless were professional and got the job done. I'm a big advocate of effective simplicity. I also dislike tying a board's hands unless doing so provides some obvious benefit that can't be achieved any other way (or if state law requires it). It's possible to overthink this.
AugustinD
Posts: 1,027
Posted:
Quote:
Posted By AndreaM10 on 11/07/2022 11:52 AM
I am new to the board and I am now seeing that the board is hiding the notes/funds etc... I want to point this out but according to RONR I cannot.

The by-laws do not state anything about RONR-- we are in Missouri and the HOA is non-profit and the statute does not say anything.

I just want to let the members know we are using the RONR and it was not voted on.
-- From the above, I cannot tell whether your board voted to use RONR or not. Please clarify: Did a board majority to use RONR?

-- If you suspect improprieties regarding xyz, then ask that xyz be placed on the next board meeting agenda. See what happens. If you start suggesting wrongdoing, be ready for some hostility.
MichaelT21 (Arkansas)
Posts: 462
Posted:
One of the issues with Robert's Rules is that they may conflict with the CC&Rs and By-Laws. For example, I believe that Roberts Rules state that the President does not vote at a large meeting. But for HOAs, the President is also a homeowner and thus entitled to a vote. Following RONR would violate the CC&Rs / By-Laws in this case.
AugustinD
Posts: 1,027
Posted:
Quote:
Posted By AndreaM10 on 11/07/2022 11:52 AM
I just want to let the members know we are using the RONR and it was not voted on.
Your objection is that the owners en masse did not vote to use RONR, correct?

Unless the Bylaws reserve to the owners en masse the right to vote on what, if any, parliamentary procedure to use for meetings, then my opinion is that covenants and bylaws nearly authorize the board to make reasonable rules concerning the use of common areas (or IMO space rented/borrowed by the HOA). Hence the board can require the use of RONR.

Let this one go. The board, in voting to use RONR, is far more in the right here than in the wrong.
AndreaM10 (Missouri)
Posts: 10
Posted:
I believe the board had a meeting and voted on using the RONR method. The board did not bring it to the members to vote on.

I assumed the board needs to get approval from the voting members not just the board members

AugustinD
Posts: 1,027
Posted:
Quote:
Posted By AndreaM10 on 11/07/2022 12:38 PM

I assumed the board needs to get approval from the voting members not just the board members
Not on this issue, no. To understand this, first read your Bylaws very carefully where the bylaws speak of the powers, duties or responsibilities of the board and the powers of the owners. Then keep in mind this, from Missouri Nonprofit Corporation Act:

Except as provided in this chapter, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.

See https://revisor.mo.gov/main/OneSection.aspx?section=355.316&bid=19215&hl=

Before you or any other reader argues how unfair this is, I remind the reader to remember that the owners have the power to (1) elect the directors; (2) recall directors (per statute and probably the bylaws too); (3) amend the covenants; and (4) if the bylaws so provide, to amend the bylaws.

KerryL1 (California)
Posts: 14,550
Posted:
As I wrote way above, the Board can use RONR. This is a simple rule and doesn't need Owners' votes. But, again, WHY does the Board want this complication?

Is the Board's decision to use RONR in meeting minutes? What does the use of RONR, or not, have to do with "transparency?" Were you on the board when this vote occurred?

Often the powers (an obligations) of the Association via the Board and the powers of Owners are in your CC&Rs (vs. your Bylaws).

So other readers won't be misled, it is not correct that RONR states presidents may not vote at a "large meeting." I don't know how MichaelT is defining "large meeting," but RONR refers, if I recall correctly, the "assembly," i.e., in our case here, the Board would need to be large, e.g., more than 12 for the prez to not vote.

AndreaM10 (Missouri)
Posts: 10
Posted:
During the executive/closed meetings they are discussing how to spend HOA money- they do not put purchases in front of the voting members.
I was not on the board when they decided to use the method but I think the voting members need to know where the money goes and why I get voted down on trying to submit new things to the HOA.

with this method, I cannot say anything outside the closed meeting
KerryL1 (California)
Posts: 14,550
Posted:
Ah Ha! Your Board might be proceeding illegally by discussing and voting on things in a closed meeting (also called executive session) rather than in an open meeting that owners may attend.

But I don't know MO laws on this. Do your Bylaws say anything about "executive session?"

Executive session matters always are confidential and no one on the Board may reveal the contents unless the whole a board approves. There is no need for RONR to make ex. session confidential.
KerryL1 (California)
Posts: 14,550
Posted:
Ah Ha! Your Board might be proceeding illegally by discussing and voting on things in a closed meeting (also called executive session) rather than in an open meeting that owners may attend.

But I don't know MO laws on this. Do your Bylaws say anything about "executive session?"

Executive session matters always are confidential and no one on the Board may reveal the contents unless the whole a board approves. There is no need for RONR to make ex. session confidential.
AugustinD
Posts: 1,027
Posted:
Missouri has not HOA statute.

Missouri's Nonprofit Corporation statute has no requirement that board meetings be open to owners.

If the Bylaws require that board meetings be open to the owners, then this board is breaking the law. But from past experience here with Missouri HOAs, I think there's a good chance the bylaws do not require that board meetings be open to owners.

As for talking about board meeting topics with owners, where board meetings are closed to owners, certain topics may be freely discussed. Others should not be freely discussed.

Andrea, you are getting a crash course in HOA/COA law here. I recommend keeping your questions very specific and quoting verbatim from your HOA's bylaws often. For the bests advice, answer all questions asked of you.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

  • ✓ Ask follow-up questions
  • ✓ Share your experience
  • ✓ Get expert advice
  • ✓ Access 350,000 discussions
Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here