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Dear Parliamentarian Vol. 139 Oct. 2007

Dear Parliamentarian Vol. 139  Oct. 2007
Answers to your Parliamentary Questions
drvideo@comcast.net


"Dear Parliamentarian" is written by the author of Parliamentary Procedures Made Simple: The Basics, an 80 minute video that tells how to have better meetings.


Dear Parliamentarian:

Does correspondence addressed to the board of directors and received by the president or any other board member need to be distributed to the board or discussed by the board at the next meeting of the board of directors?

Please advise:
Aboard member is unable to attend a board meeting.  
The board member submits a report addressed to the board of directors in lieu of attendance.
The report is sent to the president in advance of the meeting.
Must the report be distributed to or discussed by the attending board members?

If yes, should the report be reflected in the minutes?

Thanks,
Alicia

 

Dear Alicia,

The answer is yes to all questions.  Any correspondence addressed to the board should be put on the agenda of the meeting and discussed.  No one should with hold any information that was addressed to the entire board, even though sent to one person of the board.  A committee report given to the president should be put on the agenda and read by all and discussed if that needs to be done.  The best policy for boards to adopt is not to send the information to or through the president but the secretary.  She usually handles all correspondence and is vital in either preparing the agenda or assisting the president in preparing the agenda.

The Parliamentarian

 

If you would be so kind, and it is possible, could you answer the following questions.  I will try to be brief and concise.

I am a Board member and secretary of a hoa in FL.  We TRY to conduct business applying Robert's Rules of Order.  Unfortunately, we usually do not have much success.  

When we hold meetings (annual, special, etc.), our bylaws allow voting by proxy.  If an item on the agenda is (properly) amended at the meeting, how are the proxy votes counted?  Is the proxy set aside/voided because the wording/meaning of the item for which the vote was cast has changed?  Does the vote cast on the proxy, yes or no, stand regardless of any changes made to the item at the meeting; or, should the proxy be returned to the member along with a new proxy containing the amended wording/meaning of the item for which to vote, thus allowing the member to cast a new proxy?

Your expertise is GREATLY appreciated!

 

Respectfully yours,

Kathryn Lindblom      

 

Dear Kathy,

Are you sending our general proxies or limited proxies?  And what kinds of things are the members voting on--could you give me an example?  You have raised a very good question.

 

 

Dear  Parliamentarian,

 

Thank you for a PROMPT response!

 

The notice sent to homeowners contained limited proxies.  The items on which to vote placed on the limited proxies pertained to amendments to our HOA's Declaration of Covenants, Conditions, and Restrictions.

 

Changes to our HOA's CCR requires approval of 2/3 (two-thirds) of the voting interest of the Association.  Some Board members and homeowners interpret voting interest to mean "those interested in voting"; I have explained that our CCR's allocation of votes reads:  every homeowner of record shall be a member of the HHA and each member shall have one vote, but in NO event shall more than ONE vote be cast PER LOT.  There are 50 (fifty) lots in our sub-division, therefore the voting interest of our HOA is 50.  Please correct me if I am incorrect; as the interpretation of "voting interest" remains an ongoing debate within our community.  As a Board member I wish to abide by "the will of the people", but within legal guidelines.  I apologize for getting off point!

 

The limited proxy contained two (2) items on which to vote, both to the CCR.  The first item was to amend a section in the CCR pertaining to "vehicles" regarding the kind (commercial, non-commercial, cars, van, boats, etc.) of "vehicles" and where the "vehicles" can and cannot be parked (front yard, driveway, street, etc.).  The second item was an addition (new paragraph/s) to a section in the CCR to allow for the monetary fining for violations of the CCR.  Presently, the only monetary fine contained within our governing documents is a $1000.00 fine for removal of any tree or shrub over 3 feet tall without prior approval of the ARC.  (I have lived in this community for almost 20 years and, NO, we have NEVER enforced this fine.)  Strangely enough, at the special meeting held for the vote, most of the "suggested changes" made by homeowners regarding the proposed amendments were to original wording in! the se ct ions that were  NOT part of the wording being proposed for amendment.  Had we adopted the amendments to the amendments, we would have rewritten, and added to, the proposed changes.  I hope this makes sense.

 

Since no one knew what the status of the proxies would become had we made any changes to the proposed amendments, NO changes were made, and we voted on the the items as proposed.  Both motions failed.  21 votes cast for/11 votes cast against/32 of 50 Lots represented in person or by proxy.  (FYI: Lots represented in person 21 (2 homeowners present voted by proxy) Lots represented by proxy 13 (2 homeowners voting by proxy were present) Lots not represented 18.)

 

As we always use proxies this situation will present itself in the future.  Your clarification is once again GREATLY appreciated!

 

Respectfully yours,

Kathy                

 

Dear Kathy,

Thank you for the clarification.
Yes, you are right 50 lots is the number of the "interested voters."  And only one person from each lot is entitled to vote.

Next, if you get a good book on Robert's Rules you will read that any amendments proposed to governing documents must be within the "scope of the notice."  If they are not the presiding officers rules these amendments out of order.  No vote should be taken on them at all.

Now, about proxies and valid amendments:  A limited proxy has on it the issue that is being vote upon.  So the member signing the proxy over to another is stating, "I want you to vote on this as it is written on the proxy, not as amended."   So in that case a limited proxy would be a "no" vote if any changes were made to the covenant being vote upon at the meeting.  That is why proxies are so difficult to deal with, but I guess a necessary evil.
 
Here is a suggestion that might help with some of this procedure.  Since you are amending your covenants there should not be any amendments taken at the meeting.  Here is what I suggest on how to get membership ideas or allow for amendments and keep the voting simple.  If you want to change the covenants, the board should agree to the change, send it to the members and then have a meeting where they can discuss it and propose amendments. (at this meeting allow general proxies which give the proxy holder the right to vote as he sees fit.) If the amendments are adopted, they are included in the the proposed covenant.  This amended version should then be sent to the association stating that no further amendments can be made at the meeting where the vote is taken.  This procedure allows the members to make changes at one meeting but not any further changes when it is up for a final vote. That way there won't be any confusion with the limited proxy votes.  This is a problem with a limited proxy vote versus a general proxy vote.  The limited proxy is stating that the person is voting exactly for the wording on the proxy.  If it is amended, the proxy is not able to vote for the amended version. So that would basically be a no vote for the amended version.  I think if you had a two step procedure on the covenants like I suggested that would take care of any changes that the members want to make. I know it is hard to get people to come to meetings. But this is an important issue, so hopefully the members would agree to do this. You may have to amend your documents to do this. If you can't do this two step process then the proxies are basically a no vote to the amended version.

I also want to point out that in amending covenants it is not a two thirds vote of the members voting.  It is usually a two thirds vote of the entire membership (lots) which in your case is 34 lots voting in favor of the change. (Look in your covenants to see how it is worded.)  It is usually very difficult to get this vote. Here is something to investigate further.  I have been told about the following procedure, but before doing it, check with an attorney.  The procedure is to go door to door and have the lot owner sign a sheet stating that they are in agreement with the change. I have been told that is a valid procedure to do. In fact when amending covenants, I have been told the members voting for approval should sign off so that you have a record of those voting for it in case there was a law suit. Also new covenants are to be filed with some county office because they go on file as laws that adhere to the property.  Again check this with an attorney.

The Parliamentarian

- Show

 

 

Dear Parliamentarian,

Is a two/thirds vote required to Censured an officer?

 

How many censures doe it take to remove an officer?

 

Dear Friend,

It requires only a majority vote to censure a president.  If the motion is adopted, it is putting the officer on notice for more serious discipline.  You don't use one censure or several censures to remove an officer. IF you want to remove an officer you must follow what your bylaws state about this procedure.  If there is no procedure you must have a trial.  Look in your bylaws to see if it has a section for removal of officers or the phrase "or until his successor is elected."  This would be in a section about the term of office.  If you are incorporated, the state statutes usually have some language about removal of office. You might find our book, Webster's New World, Robert's Rules of Order Simplified and Applied, very helpful on this subject. Please proceed with caution when you remove an officer.  You don't want to be sued.

The Parliamentarian

 

 

 

Do you only answer questions regarding condominium homeowner
associations, or do you answer parliamentary procedure question
regarding, let's say, a small professional association, or homeowners
associations such as a homeowners association which is part the entity of
a city?  I live in Valley Village, California, which is part of the San
Fernando Valley, which is part of the city of Los Angeles, and it has a
homeowners association, condominiums included.

I am the parliamentarian for that association, and for my own
professional association, and one member of the professional association
is giving us a hard time about our elections which occurred on September
15th.  For the business meeting we do have business meeting rules and we
do have bylaws of course.  I at one time found in Robert's 9th edition a
sentence that said that the nominating committee's candidates are not
allowed to make a speech for themselves because they have been nominated
by this prestigious group, but nominees from the floor and their
nominator can speak on their behalf.
In 41 years I have never seen a mess that we had because one person is so
disliked by just a handful of people and so well liked by the majority
and reelected as the president, that the person elected secretary, the
immediate past president who gets an automatic seat on the board and
chair of the next nominating committee, and two other reelected board
members got up and resigned after the announcement that she won the
presidency again -- a floor nomination, by the way.  The present
president asked me if the other nominees could speak, and I told her
because of the business meeting rules and set precedents, that the only
people allowed to make speeches were the floor nominees.  Did I cause a
huge problem?  By the way, we have used these same rules for over 20
years.  It is all a clash over the democratic ability for a floor nominee
to have accepted the nomination.  The vote was 60 percent for the person
that the small group does not like, 20 percent for the nominating
committee's candidate, and 20 percent did not even vote for the president
because they were too new to know who to vote for.
       Thank you, Stuart M. Simen,

 

 


Dear Stuart,

Thank you for writing.  We try to answer all parliamentary questions for all groups and associations.

I just looked through my 9th edition of Robert's Rules of Order Newly Revised and I found nothing about nominees speaking for themselves or others speaking for them.  I would agree with your members that it is very undemocratic to allow nominees from the floor to speak for themselves but not those nominated by the committee.  Just because you have done this for twenty years does not mean that it is fair or just. If you are having this much of an uproar, then present new rules for the members to vote on.  Remember this rule is a standing rule and can be amended at any time.

I have just returned from the National Association of Parliamentarians national convention.  We just elected new officers.  All the nominees were allowed to speak for two minutes.  These speeches are really important.  The person nominated by the committee for secretary was defeated by the nominee from the floor.  And it was certainly because her own speech  defeated her.

The assembly, and not the board, needs to adopt some standing rules concerning this issue.  That way all will be supportive of whatever the assembly decides.

I would recommend that you bring a copy of Robert's Rules to the meeting if you are the parliamentarian. How can you help the President make a fair ruling without the book at hand?  There is also a new edition out--its the 10th edition which was published in 2000.

The Parliamentarian McConnell

 

 

Dear Parliamentarian:

 

Another town home issue!  Our Board sends out blank proxies to each homeowner prior to the annual meeting. If you are not able to attend the annual meeting you are to sign the proxy and return it to a Board member.  The Board then holds those proxies and uses them to vote their way be it for members running for the Board or other issues.   This means that those who have submitted proxies to the Board have no idea whom or what they are voting for.   Can you believe that the "control freak" orchestrating this is a licensed lawyer?!  Aside from not submitting proxies, is there any action the members can take to overthrow/stop this seemingly illegal practice?

 

What is the proper use of proxies?  Shouldn't it be on the proxy who or what the member is voting for and let it become their ballot?   

 

Help! and Thanks!

 

J. Hawkinson

 

 

Dear June,

There are two types of proxies, general and limited.  The general proxy allows for the proxy holder to vote however he or she wishes.  The limited proxy tells how the proxy holder is to vote.  There may be a remedy.  What state are you in?

The Parliamentarian