Below "RONR" is the shorthand for Robert's Rules of Order Newly Revised yada, 12th edition.
Quote:
Posted By LouH1 on 01/09/2024 11:27 AM
So then why am I reading that minutes must be unanimously passed by all Directors?
My serious response: Because RONR (and older versions) are so poorly written that it is hard to figure out what they say on this point. Elaboration follows:
I am betting you are referring to a section that speaks to "unanimous consent"? Correct? It appears that "unanimous consent" is not quite the same as "unanimous approval."
Note these exchanges from the Robert's Rues experts at RONR's very own, RONR author-moderated forum, https://robertsrules.forumflash.com:
Q: What is the proper procedure if one member, who happens to be the chairperson of the group, refuses to approve the minutes despite corrections noted?
A: A motion to approve the minutes would not be out of order. If seconded, the Chair should state the question, allowing for debate, amendment (correction) and vote (majority to approve), or rule the motion out of order (which I doubt it would be), which then could be appealed. See https://robertsrules.forumflash.com/topic/6819-approval-of-minutes/
I'll add that contrary to the common misconception, and possibly common practice, RONR says that a vote is never taken on approving the minutes. The chair simply declares that they are approved after there are no more corrections. No body ever votes on approving them. See also https://robertsrules.forumflash.com/topic/26128-approval-of-minutes-distributed-via-email-prior-to-meeting/.
From an RONR standpoint, the responses in the latter thread are correct. From a legal standpoint, the responses show extraordinary cluelessness. E.g. the reason the attorney said the approval of minutes
by email requires a unanimous vote is because the state's statute requires a unanimous vote for "action without a meeting."
The best responses to HOA/COA questions at the robertsrules.forumflash.com site start with something like: "For HOAs and condo associations, bylaws and state statutes override much of what RONR says."
Note how much time you and I are spending on this one, seemingly simple question. Robert's Rules RONR simply does not answer it directly. Even where RONR does seem to provide a direct answer to this query, RONR will likely say that the text (providing a seemingly direct answer) applies to "ordinary societies." In RONR, homeowners' associations do not qualify as an "ordinary society." Homeowner associations and condo communities are, for RONR purposes, shareholder organizations. Robert's Rules barely treats the latter.
My dismay with Robert's Rules is about bad writing. It's about the fact that the first edition back in the 1800s was written before corporations with shareholders (which HOAs/COAs are, for RONR purposes) were really established. And so on.
I am going to hang in there with your RONR questions, because IMO becoming educated on RONR's worth (really, lack of worth) to HOAs, all by itself, has value. After reviewing the above two forumflash threads, consider asking another question.