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Home COFSAB Forum Legislation, Bylaws and Rules Robert’s Rules of Order, Meetings and Procedures (Keynotes)

  • Robert’s Rules of Order, Meetings and Procedures (Keynotes)

    Posted by Phil on January 22, 2022 at 4:54 pm

    Note 1: It is recommended that before reading the below post that readers review 5 earlier posts on this Forum . Post # 2 in particular should be closely reviewed so as to permit better understanding :

    • # 1 Sample Condo Agenda , 06/04/2019 (applying default bylaws )
    • # 2 Alternate AGM Procedural Rules, 13/05/2019 ( 1st draft ) -16 procedural rules set ( default bylaws)
    • #3 Robert’s Rules of Order – Section 18 of default bylaws (01 /12 /2019 )
    • #4 Robert’s Rules ( 11/09/2021)
    • #5 Robert’s Rules ( 06/10/2021) You can access these older posts by looking at the posts under this collection heading: Condo Meeting Rules and Procedures Recommendations Background Archives.

    Note 2 : The 16 Rules draft set ( above noted ) was crafted on 13/05/19 and therefore did not specifically consider electronic meetings that are currently common place due to Covid -19. However , that does not diminish their potential for use in a basic set of procedural rules, as stated, or possibly as adjusted where productive, if an electronic meeting is (bylaws compliant ) to follow. Care should be taken with respect to inclusion of procedural rules content that appears necessary when a meeting is to be electronic. In most instances this would not be considerable as addition.

    ( These Notes were added, as an edit , after this below post was first sent )

    ……….

    Greetings All :

    Many very useful discussions have occurred on this Forum concerning meetings procedural rules. This note assumes that the reader has reviewed all 4 earlier posts re RONR ,and Procedural Rules ,offered by this writer ( see earlier posts above, # 1-#4 , identified ( Jan.17), by PK on the most recent RONR thread ). The views and perspectives that follow ,are those of this writer only, and other qualified parliamentarians may hold entirely different views . A Q. and A. approach is used to help delineate various matters .

    Q. Do condo associations (CA) require procedural rules for Board meetings ?

    A. In my opinion a small Board should , for the most part , be able to manage decision making ( proposals and voting ) without a set of written procedural rules . At the Board level the Chair should alway seek to manage group decision making ( as much as is proper ) through unanimous consent .However , if the Board is often at pains to get through the agenda because of a gross wastage of time , considerable sniping or rudeness between directors , bickering over procedure and process , and endless arguments ( etc. ) ,then a basic set of rules covering the most general requirements for Board meetings may be helpful or even necessary.

    Q. What should be in those rules ?

    A. Many of the same rules that will be in a set of basic procedural rules for a meeting of owners (AGM ) , but modified for the purposes of Director meetings. Simple and basic – limited to one page or less .(see, further on in this note a discussion re basic procedural rules for general owner’s meetings ( AGM)) .

    Q.Should condo associations (CA) offer and provide procedural rules for owner meetings (AGM )?

    A. A basic set of procedural rules re AGM are highly recommended as a matter of good governance ,so as to create efficiency and maintain order .

    Given the nature and character ( DNA- not all owners being saintly ) of most condominium associations a basic set of rules are a must . Such rules can be constructive for building community and need not be confusing ,voluminous , nor the least problematic . Specifically ,a one page (or 1.25p) , simple, clearly written , basic set re general procedural requirements that serve to ground the meeting ,and at the same time ,inform and assist both the Board and member/ owners .

    These rules to be sent out with the Notice of AGM ,so that all owners come to the meeting ( pro-actively ) informed as to the basic form and manner in which business will be conducted. Thereby demonstrating Board willingness to aid and assist all members – full transparency and openness concerning procedures to be followed .

    Q. Sounds simple, but what does this actually mean – what specifically should this include ?

    A. The following, listed below, are very basic subjects for rules and are recommended for consideration ( no particular order ), although each association should consider what is best and preferred :

    ( IMP NOTE : If the CA is not applying the default bylaws do not refer to section 18 of the default bylaws as authority for basic procedural rules – refer ,where (if ) there is a specific section of the customized bylaws re rules, to that specific section of those bylaws for rule #1 authority, to make rules. But even if no such authority exists in the customized bylaws that does not preclude offering a set of rules for approval by the members at the AGM )

    who can attend ( see, sample Rule 3 – Alternate AGM Rules of Procedure ( 1st Draft ), 13/05/2019 -16 Rules Set, Condo AGM , reference to RONR thread last night , Jan.17 by PK , note #2 )

    if no quorum (see, sample Rule 4 )

    who shall preside ( Chair ) at the meeting ( see, Rule 6 )

    who can offer a motion ( see, sample Rule 7 )

    how to participate (see, sample Rule 8 )

    process of main motion and second ( see, sample Rule 9 )

    temporal allowance to speak and how often ( see, sample Rule 11)

    only debate ( discussion ) that is relevant /method of voting ( see , sample Rule 12)

    special resolutions ( see , sample Rule 13)

    decorum/ disturbance ( see, sample Rule 14 )

    RONR ( or other rules set ) as mere guide and reference ( not adopted ) ( see, sample Rule 16 )

    The above recommended rules are not intended to be exhaustive nor are they obligatory in any respect. Some CA may consider some, or all ,of these proposed rules to be helpful while other CA will prefer different rules. Each CA should consider what is best for their assembly – basic rules re order and efficiency that will best serve their ownership community . However, for the most part these rules should not require much ,if any, explanation – simple and self-evident .In a number of instances they may reflect regulatory requirements ( e.g ,Rule 13 ) but in others the rule have content entirely apart from legislative and bylaws provisions ( e.g ,Rule 14 ) .

    A simple and basic procedural rules set should not include any rule that will not be understood by members ,although in some instances it might arise ( at an AGM ) that a brief explanation may be required for new member/owners – those not at all familiar with meetings rules .By way of example , rule 10 in the sample rules should not be included unless all participants are trained in parliamentary procedure. .

    Q. How and when are a basic set of procedural rules adopted ?

    A. Unless customized bylaws allow that the Board can direct and impose procedural rules for general meetings , the basic set is sent to the members with the Notice of AGM and is placed on the agenda (proposed agenda also sent with Notice of AGM ) as the very next item of business, on the agenda, after Call to Order, if Call to Order is typically located as the first item of business. At the AGM the Chair can invite , as the agenda goes forward , a motion to adopt the Rules of Order that have been circulated . If any member has questions as to what a particular rule means that question should be answered by the presiding officer ( Chair ) and if no questions are posed the rules are voted on. Motion to adopt, rules – Carried or Defeated .

    From year to year the Rules can be adjusted as the Board considers helpful but the ultimate decision maker on adoption of any rules set is by majority vote to adopt ( or not ) of the present and voting members.The rules are voted on at each AGM – year after year .

    Q . What about rules sets such as Robert’s Rules , the Standard Code ,Cannon, or one of the other of the many ( approx. 20 ) sets of rules – is there any need to adopt a full set.

    A. In my opinion there is no such need although some assemblies choose to do so (???) .A full text rules set is often adopted as some assemblies do not know what else to do, or what options are available , and unfortunately allow that circumstance of adoption to blindly arise. Post adoption, the vast majority of these same assemblies then proceed to consistently and egregiously violate their chosen text set. In most instances without much or any knowledge that this is occurring .They somehow manage and struggle through mostly in default of their own rules . However , when a highly divisive meeting comes along they are easily thrown into procedural disarray and very serious consequences can then arise .

    In this respect the formal adoption of any full set of rules obliges that the presiding officer (Chair) must have a very good working knowledge of the ( text ) set selected, which places a considerable burden on the Chair. The owner/members are likewise burdened and are rarely well served by an “all in” approach . To be even more specific (e.g.) ,in most instances the adoption of Robert’s Rules /RONR is to advance at high speed into dark territory , as without significant training and years of experience it is practically impossible to correctly apply Robert’s Rules. RONR is a specialist text and is best considered as a resource work that has a place in the Board’s library collection . To be used primarily ,and well in advance of a meeting, to research a specific problem or procedural issue .

    On the other hand (and ideally ) a full text set is a viable option ( adoption of ) if the CA has a fully qualified parliamentarian at each AGM . A fully qualified parliamentarian holds the credential of Professional Registered Parliamentarian ( PRP) ,or Professional Certified Parliamentarian (PCP).Or both. PRP or PCP with considerable practical experience presiding at business meetings, in the capacity of a qualified parliamentarian. Being a qualified member of a Law Society (lawyer) is not ( typically) a qualification re procedural rules expertise nor training in presiding at difficult meetings. When hiring in this field it’s best to specifically inquire as to qualifications and experience .

    Q. Why is there underlining of the word adoption in the last paragraph – above ?

    A. While this writer does not recommend adoption of a specific set of rules , it is recommended that a specific set be identified as a source of reference and guide . See, sample Rule 16.

    Q. What’s the difference – adoption , as compared to reference and guide ?

    A. A huge difference ! Adoption obliges ( most authorities agree ) that the chair must apply the rules provided in the text religiously and as stipulated in that text . Otherwise any owner/members can challenge the Chair’s procedural determinations to the extent that the Chair has failed to specifically follow the text. Alternatively, Reference and Guide is in no way an adoption of a rules text and merely allows that a Chair give some hearing to any member who wishes to challenge the chair on procedure re an asserted violation of a rule as per a specific text. A member can certainly assert that a Chair is not following (e.g. p. 427 , para 2 ) RONR, but when RONR is merely a reference and guide the Chair need not necessarily be making procedural determinations , as per RONR . This allows the Chair an immense latitude in procedural decision making as long as the legislation , bylaws and the adopted ( basic /simple rules set ) of procedural rules are satisfied. The chair is thereby not married to any one particular set of specific ( hard and fast ) procedural rules requirements. *

    *Note : The reference above to “ religiously “ applied pertains to such aspects as the supremacy of bylaws over rules , the relationship between subsidiary, privileged ,and incidental motions ( precedence ) , the fundamental rights of members , and generally all core and critical procedural obligations . However , even Robert’s Rules allows that the strict application of a rule may not be required where a modest deviation from a rule would generally benefit the assembly and serve the interests of order and efficiency .

    Q. If that is so why even mention a particular set as a reference and guide ?

    A. It’s useful to have a procedural set identified, in a non-binding way , that allows the Board to refer to and use consistently . A set ,used over time, as a ( pre-AGM ) preferred research authority. And indeed, as a guide and aid to assist in going forward where procedural matters are challenging. It also allows that the Board can advise member/owners ( when Notice of AGM issues) as to the text that the Board tends to prefer or favour over others , as a guide respecting procedure . However, the Chair is not in any respect bound ,by any one set ,nor for any particular instance.

    Q. Does this mean a Chair can dictate procedure as she/he see’s fit if a procedural text is not adopted, but merely identified as a resource or guide ?

    A. No . Procedural determinations of the Chair are always subject to a member’s motion to appeal the decision of the Chair . In the result the majority of member/owners ,present and voting ,have the ultimate authority (subject to legislation and bylaws) over procedural matters. The Chair must be careful to always make procedural determinations that are astute , fair, reasonable, and balanced.

    Q Which general ( text ) is useful to consider/identify as a Reference and Guide in a basic rules set ,consisting of approx. one page ( 10 to 15, or so, rules ) ?

    A. Regardless of the many vices of Robert’s Rules ( cryptic ; endless ;overwhelming ; noxious ; incomprehensible ,etc. ,etc. ) I would recommend Robert’s Rules of Order ,Newly Revised ( RONR) 12 th ed.( 2020 – PublicAffairs, NY) as a selected , Reference and Guide , in a basic rules set. This , in part, because the Robert’s Rules Association has also published a primer on RONR that makes the larger text ,far and away, more accessible . Regardless of what choice a CA makes respecting a specific rules text ( if any ) ,a close read by a Chair ( and all directors) of Robert’s Rules of Order Newly Revised : In Brief ( 3rd Ed.-2020 ; Public Affairs NY ) is well worth the effort .

    Another (arguably) useful and important reason to select RONR is because the GOA has in section 18 of the CPR ( Regulations ; July 1 , 2021) provided that for those applying the default bylaws, RONR is applicable to the extent that it is consistent with those bylaws .Unless alternate rules of procedure are adopted by the Board .

    In my experience the specific mention by the GOA re any rules set is entirely novel – formerly an unknown legislative measure ( unknown to Alta. Credit Union ; Co-Op ; etc). In making this selection of RONR, from a multitude of rules sets that could otherwise have had mention , the GOA (again ) arguably has spoken constructively that RONR is a sound and reliable set of procedural measures for condo meetings. And although most CA have not ( stats unknown ) adopted the Alta. Condo default bylaws (those using default – perhaps the minority ), the endorsement of RONR in the default set is significant . The qualified selection and alignment by identifying RONR as a Reference and Guide ( if any text is to be identified ) in a basic rules set may prove beneficial to Condo Associations so inclined .

    ….

    This ends my views on some of the subjects raised in earlier threads on RONR and procedural rules . However , I expect to follow this subject along and to participate further in these various discussions .

    Be well for ALL .

    ( edits and supplements to follow )

    Pat Knoll PRP

    Parliamentarian

    http://www.parliamentarianalberta.com

    Supplementary

    Q. Given that it is something of a time consuming task to craft and produce a basic set of procedural rules why not just avoid all that and simply ” wing it” at the AGM- re rules ? Some assemblies have done just that in the past . It’s not a legal obligation ( typically ) required by the custom built bylaws, as it is for Condo default bylaws . Most of the time owner members are like minded and rarely is there , apart from a few cranks and occasional yelling , much fuss or disorder . Many assemblies ,have managed fairly well in earlier years re condo AGM without a formal set ( not even one page ) – why bother now ?

    A. Even if a CA has a long history of ” sleeper” AGM’s , it is predictable that sooner or later a divisive and potentially destructive meeting will arrive. In that event the absence of a well known and previously acceptable set of procedural rules may serve to derail the AGM well in advance of that gathering . In such situations a Board and membership can be so divided that every issue related to AGM : sufficient Notice , wording of formal resolutions, place , time , set-up, and especially rules ,can become an endless battleground . Therefore good governance and attention to rules that guide and insure efficiency and order are essential . And those are best made pro-actively before a squall rolls in and seriously damages the association.

    PK

    Phil replied 6 months, 2 weeks ago 1 Member · 0 Replies
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