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Robert's Rules of Order

Started by RogerB • 24 replies • 6266 views

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RogerB (Colorado)
Posts: 5,067
Posted:
Here is a senario:
There has been a recall of the entire Board of Directors and elect new Directors to the Board; the By-laws call for the President to chair all meetings including this special meeting; I think the President and every other Board member should recuse themself from chairing this meeting due to a conflict of interest; if this does not happen I believe it is appropriate to make a motion to remove the chairperson and have member XX be the chairperson for the remainder of the meeting. The By-laws address this situation through the statement "The procedures at all meetings shall be governed by Roberts Rules of Order".

Can anyone quote or refer me to where in RRO the procedure to follow is addressed?
SheliaH (Indiana)
Posts: 6,964
Posted:
Eek! I don't know the answer to that one, but there is a Robert's Rules of Order website that has a Q & A forum where you can pose that question. Here's the link:

http://www.robertsrules.com/
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Roger,
The recall was more than just a bunch of names. I believe it would be called by some group with the Power to proceed with the recall. and the names would all be listed to make up the 30% or what have you.
Also who ever gives notice of the meeting and agenda would be the chair.
In any event, upon opening the meeting, a Point of order probably could be called to discuss who is going to chair the meeting part that deals with recalling the Board. Good spot for a Parlitariam but I suppose any member in good standing could be nominated and a vote taken. In any event (#2) once the recall is consumated then the board would have to stand down and the new board would conduct the meeting with their elected president.

How wrong am I?
DonnaS (Tennessee)
Posts: 5,671
Posted:

Roger,
Ya shouldda known that Florida would have this written someplace.
This is from the Not For Profit Statutes.

617.0809 Vacancy on board.--

(1) Any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors, even though the remaining directors constitute less than a quorum, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled or if no director remains, by the members or, on the application of any person, by the circuit court of the county where the registered office of the corporation is located.

So, I read it to say that IF there are no remaining Directors, either the members or the courts may fill the vacancy. Of course, this is preceeded by the recall requirements which would be done by a petition from the membership. I would assume that they (the members who petitioned) would have someone as designated leader??? But then, assume nothing. What's your take?
DonnaS (Tennessee)
Posts: 5,671
Posted:

Roger,
By the way, unless I missed it, I saw no place in Roberts Rules that addresses this.
SusanW1 (Michigan)
Posts: 5,202
Posted:
Good News: Anyone can PRESIDE over a meeting - IF it's voted in by the membership.

So at the beginning of the meeting, make a motion to have someone else PRESIDE over the meeting. (majority vote passes this motion) "I move that, due to the subject matter of the meeting, Joes Blow be appointed presider of this meeting."

Now - make sure Joe Blow is very well acquintated with how to run a meeting and parliamentary procedure.

SusanW1 (Michigan)
Posts: 5,202
Posted:
P.S. Even a non-member can preside over the meeting. (You can bring in a parliamentarian, if needed.)

See 10th Edition - Roberts Rules of Order Revised - pg. 432 - 436.

Page 436 discusses temporary chairpers pro tem.
AnnJ1 (Florida)
Posts: 122
Posted:
Roger,
One way of dealing with this situation would be to "Suspend the Rules"... A member would rise to "suspend the rule" regarding the president and Vice Pres presiding at this meeting. This would take a 2/3rds affirmation. A motion to "suspend" is an incidental motion and not debatable or amendable.
RRONR page 252

Immediately thereafter, a member needs to rise to move the election of Mr/Ms XXXXXX to serve as Chairman Pro Temp at the session. This second motion would require a majority approval.
RRONR page 436-437

I'm sorry I can't type the exact language here as I just had eye surgery and I'm having difficulty with Roberts' fine print! My reference is Robert's 10th edition....

Ann
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Susan,
I don't really know what's right by RRofO, but I would suspect any Joe Blow making a motion of this nature would be ruled out of order, whereas, Joe Blow call for a point of Order and making a motion that someone else should chair the Recall part of the meeting, and this motion is seconded, then the Chair would have to have discussion, and the matter could be clarified and brought to a vote. I think we all agree that Roberts has it's limitations in HOA meetings especially if your documents make no reference that it should be followed. I also suspect, if the minutes reflect an honest effort that all parties are trying to justly resovle any issue, it would have legal standing if the documents were not violated. I also doubt very much if a Board wanted to circumvent Roberts and nothing in the documents dictate conformation, a reasonable civil effort to do the associations business, will not likely be ruled unfavorably by the judge. Goood records and the maintainence of decorum in the meeting also carries weight, which can help both sides.
RogerB (Colorado)
Posts: 5,067
Posted:
Shelia, I posted the question on the website you provided. The answer I got was to make a motion to suspend the rules and nominate another member to be the chair for the rest of the meeting. It takes 2/3 approval to suspend the rules. By voting to suspend the rules the members can effectively take away from the President (and other Board members) the authority to preside over the meeting.
SusanW1 (Michigan)
Posts: 5,202
Posted:
A "Point of Order" is used to register objection to the the meeting's procedure. In this case, BECAUSE OF THE NATURE OF THE MEETNG, a simple motion would do at the start of the meeting.

If the Chair rules that motion out of order, then someone can shout out "Point of Order' and get someone else into the presider's role.

DonnaS (Tennessee)
Posts: 5,671
Posted:

Roger,

If this scenerio occured, the Association would have to follow their State HOA procedures first, correct? I'll bet that almost all States are void of having a procedure to follow. Humph, something else to work on.
GeraldT4
Posts: 1,022
Posted:
DonnaS - By "scenario" do you mean "suspending of the rules", as RogerB posted? And even if that is what you mean, would not state HOA procedures supersede the by-laws that (IMHOA foolishly) state all meetings shall be governed by Roberts Rules of Order?

SusanW1 (Michigan)
Posts: 5,202
Posted:
There's no need for duplication of statement for procedures. If the group adhers to any parlimentary procedure (Roberts or any other the others)during meetings, all situations are covered.
NancyD1 (Florida)
Posts: 447
Posted:
Roger,

In most cases such as yours the corporate attorney or as Donna stated the registered agent for the corporation would preside over the meeting. This is usually written into your states corporate laws not Roberts Rules.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Aha! There you are Nancy.
Glad to see you back.

Now please don't tell me you have been posting on some threads I don't get to. Seems the HOA business is heating up or something.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Whoops, forgot to add.

Usually the Secretary or Treasure is the "agent", and in this case they are being recalled also, I think. But the point you make is important.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Be careful here! You may have removed the board members but you may not have removed all of the officers! Who elects the board members? Who elects the officers? What are the qualifications of your officers? Check your bylaws. Here's one possible scenario. Suppose your bylaws state that the association members elect the board members and that the board members then elect the officers. Suppose that your bylaws only require that the president and vice president be board members, but that the secretary and treasurer can be any anybody at all. In this case, if you recall all of the board members, only the president and the vice president are removed from office because they no longer meet the requirements to hold office (they are no longer board members). However, the secretary and treasurer still hold office, even though they are no longer board members, since they still meet the requirements to hold office. In this case, the secretary should open the meeting held for the election of board members and conduct an election for a president pro-tem to preside over the rest of the meeting. After the election of new board members, the new board would then have to remove the secretary and treasurer, if desired. Complicated, huh?
SusanW1 (Michigan)
Posts: 5,202
Posted:
The original post said that there had been a recall of the ENTIRE Board.

They are starting from scratch, here.

They must elect a presiding officer pro tem to conduct this meeting (only.)

Depending on their original process, they will re-elect officers, then general Board members OR elect a new Board and that Board will elect its own officers.

GeraldT4
Posts: 1,022
Posted:
What Bruce is correctly getting at is that removal of the previous Board may not get rid of all those that the previous Board permitted to govern, and therefore what could be part of the reason for the recall in the first place. Officers are typically voted on by the Board, not the owners. Good job Bruce!!
SusanW1 (Michigan)
Posts: 5,202
Posted:
And . . . the old Board (or some of the same members) could get RE-ELECTED at the special meeting!
GeraldT4
Posts: 1,022
Posted:
According to RogerB the purpose of the meeting was to recall the entire Board of Directors and elect new Directors to the Board. Doubt the old Board members will get re-elected in that special meeting, at that particular time. Perhaps one day in the future.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Right on Gerald,
If a membership is going thru the entire process of recalling the entire Board, the chance of one of them getting back on the Board would be pretty darn slim. A recall is not something that the membership does on a whim. It takes time and hopefully, a great amount of thought before it gets as far a recalling.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
I wish I could be more help here, but without going through your bylaws I'm not able to give you more specific advice. There are any number of possibilities ranging from simply dumping the rascals end electing a new board to having to go through formal disciplinary procedures, complete with a trial, according to Roberts Rules. It really all depends on what your bylaws have to say about how directors and officers are elected, what their qualifications for board membership or to hold office are, what procedures are in your bylaws for their removal (if any), to how vacant positions are filled, etc. For example, if your bylaws state that you elect the directors, but that vacancies on the board are filled by the board members themselves appointing someone to fill the unexpired term, and you recall everybody but leave one director on the board, then that one remaining member can appoint all the vacancies and you don't get to have an election. This can all get very complicated and you might want to find a professional parliamentarian in your area to help. Also, if you don't have a copy of Roberts Rules (10th ed), I suggest you either go to your library or bookstore and get one. You can also vist the Roberts Rules website at www.robertsrules.com and check out FAQ #20. My earlier post on this subject gives you another possible scenario. The problem is, if you don't do it right, whatever you do could be declared null and void (as though it never happened) and one or more of the deposed board members can challenge you in court.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Oh, and one more point. If you elect the board and the board elects the officers, you might find a way of getting rid of everybody but, although chances might be slim that a previous board member will get elected, there is nothing to prevent a former board member from being appointed as an officer if that officer's position doesn't require board membership.

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