 A civil engagement lives here. Hi, it's Thursday at three o'clock, another day for Kondo Insider, our show for Association Living for Board Members and Owners, and I was thinking about interesting shows, and a good friend of mine is visiting today, Steve Grandstein, who's a professional registered parliamentarian, and I decided to do a show, what I'm going to call Horrible Annual Meetings Lessons Learned, because I think you and I, Steve, have seen it all at one point or another, and it mazes me some of the things we've seen, but welcome to the show, and remind everybody who you are. Yeah, I'm Steve Grandstein, I'm a professional parliamentarian, I go to a lot of condominium community association meetings, a few church meetings, and an occasional dog club meeting. Well, that's exciting, I don't know what to say about that. Well, generally they're meetings with trouble or expecting trouble. So here's my thought for the show, it's going to be a 28-minute show, the first half, before we take a break. I thought we'd take away some of the common problems of annual meetings, things we see, and I'll ask you about them. And then the last half of the show, kind of, I'm going to call it the three most horrible meetings we know, what happened, what caused it, and did we learn any lessons other than do not go to it. So let's talk about an annual meeting, about the common problems. Okay, you call it annual meeting required by law, it takes 50.0001% of the people to be there by person or by proxy at the meeting, and you don't have quorum, what do you do? Well, first of all, that percentage is defined, not in the law, but it's defined in the by-laws, and usually they're stuck with that 50-point more than 50, so you have four things you can do without a quorum. You can recess the meeting to try to wait for more people to come in, you can adjourn the meeting and say we're done, you can fix the time for another meeting, or you can take steps to get a quorum. For example, we started calling people to get them out of their homes to come on down to the meetings, so we've done that before. And those are the four things you can do. And let's just say you decide you want to go knock on a few doors because you're close, all right? And so you basically, are you calling the meeting to order and taking a recessed while you, or are you just not calling the meeting to order? No, we usually call the meeting to order so it starts on time, we'll recess and then we send people out to get people out of their homes in a nice way. We've had sick people come in there and be sneezing and coughing and we did everything we could to get the business done and send them home. So we've done that. And so what happens if they come, they sign in, they get their ballots, they give their ballots to Susie, their neighbor, and they walk out the door. How does that affect quorum? Well, technically if they've walked out the door and they're gone, that's reducing it so there's less than a quorum present. As a practical matter, a quorum is assumed unless there's something clear and convincing to say like they left. If somebody does make a point of order, there's no quorum and the chair decides to recheck people in, then it becomes obvious that there's no quorum. And obviously that person can't come and do a proxy because the statue requires to be submitted 48 hours in advance so they couldn't come in and make a proxy at the meeting because that wouldn't be valid, as I understand it. For condominiums, the statute says it's got to be 4.30 p.m. Two business days prior. Got to watch the 48 hours because sometimes they have a 9 a.m. meeting. So it's a little tricky sometimes. Because we didn't rehearse this, but we talked about different things we're going to talk about. Let's go to the unknown project that you and I went to that had maybe, I'm going to say, 300 or 400 people at it. And it was very contentious. And early in the meeting, a person gets up and says, we're leaving. And a huge number of people, count unknown at that moment, walked out of the meeting as he screams, you no longer have quorum. What do you do? Well, you can check people right back in to see if you have a quorum. If you have a defined count, for example, if you have proxies designating one or more individuals and you know that those people are there, then as a chair, you could rule that there still is a quorum. So you have options. If the chairs in doubt, as many of them are in doubt, then they can order basically a recheck in or take steps to ensure whether or not we have a quorum. So I think in that particular case, what we did, because it was huge, the number of people, we told everybody that we were going to have everybody check back in. We validated that a quorum still existed. Then we went back to the order of business and conduct the business. But it created a good hour delay because of the fact that some group wanted to hold everybody hostage and wasn't getting their way. And they just stomped out of the meeting yelling profanities and we don't have quorum anymore. Yeah. And this is my plug for an electronic voting device. Because if everybody had a device, you just have to press the OK button and you'd have your percentages right there within 15 seconds. You'd know there's a quorum you'd move on. Yeah, I was talking to our company, actually. We were talking about voting. And I was asked to make sure that in the next legislative session, we try to bring that bill back up again, where we allow electronic voting under the specific guidelines we had written in the draft bill. So are you up for that next year? Oh, absolutely. I'm actually talking with companies about what it would take to manage Hawaii's condominiums and community associations with a valid electronic voting device with a competent audit trail. Right. I think that's probably, from my perspective, good for medium to medium-large, the largest association. But the 20 unit projects never want to do it because even the old-fashioned manual will be faster than the setup of the electronics for a small association. But to all of our viewers out there, the world is changing. We see it every day, new apps, new everything. We need to find ways to be better at what we do and better at counting and better quarms. And so next year, we're hopeful to be able to have legislation to allow electronic voting. So let's go on to other problems. So the quorum, we kind of figure that out. Another problem I kind of see is voting, you know? You're laughing. I'm laughing because the worst meetings relate to issues associated with voting. And what kind of issues do you see? If there's 100 people there, the results of the vote should not total more than 100. If it totals 102, you have a problem. That's really simple math. When it comes to parliamentary procedure, you need to make sure that the vote is correct before you adjourn the meeting. If you do adjourn the meeting, you create a lot of issues if the vote is not correct after the meeting. So procedurally, you want to make sure that you get the vote correct, know who's on the board, know the results so that when people walk out, it's a solid number. And there's two things that come to mind when you say that. So let's just say something goes wrong and you have the meeting. You adjourn the meeting. Meetings adjourned. And you discover, or someone discovers after the fact that the tallies were incorrect. What's the parliamentary law on that? What are your choices? Well, the parliamentary procedure that currently exists today is to call a special meeting within a quarterly time period for the purpose of authorizing a recount and recounting. And that can be very expensive. There are legal options, but that's the parliamentary remedy. So when you say quarterly, you mean within 90 days the meeting has to be called? Yeah, within three months. Within three months, the meeting has to be called. So they didn't do it within three months. Is the issue dead? Pretty much, yeah. Pretty much dead. Yeah, the numbers are done. So now you call a special meeting to do the recount. There's probably different people at that meeting. Maybe some were at the original meeting and some weren't at the original meeting. Does that make a difference? No, it does not. It's basically you need a representative of a group known as a quorum. And they say yes or no on the recount. And then they recount if it's approved. We've had cases where they actually checked the numbers the morning after a few days later. And the numbers showed one thing. And three months later, the owners refused to authorize a recount. So those things have happened. And in that case, the results stood then? The results stood. I seem to remember you and I. We drink a lot after these meetings. So I'm not sure we remember all the facts exactly correct. I don't drink that much. We've seen a lot. Well, OK, I drink your share. I seem to remember that we went to a big meeting. And there was a board member there that had a huge number of proxies. And we took the recess for voting. He got really excited what was going on. And he forgot to vote his proxies. And then all of a sudden, we closed the polls. And then he said, whoops, I forgot to go to my proxies. Remember that? I've had about three cases like that. If they forget to vote after the polls are closed but before the results are announced, then by a majority vote, they can reopen the polls. So majority of those in attendance and voting could reopen the polls. Usually owners will allow that to happen. There's a bit of a laugh about it because someone's embarrassed. There's not a problem during that period of time, in my experience. It's after the results are announced. That's another story. Well, in the case that I seem to remember, I don't know if the results would have been announced or not. But tell us if the results have been announced. The one that was most recent, the results were announced because the guy had been talking in the back with other people. And then he came in, as I was working on other business, he came, hey, wait, I forgot to vote, et cetera, et cetera. And I said, well, sir, we've announced the results of the vote. The only way that we could legitimately allow you to vote since you are in the room, you are here, would be to have unanimous consent to allow your votes to be counted. And there were objections to it. And as a result, he did not get elected to the board. Yeah, the one I'm thinking of, which is not that case. I think the results hadn't been announced. You asked the assembly, the people there present in voting, whether they could reopen the polls. They could vote. And they said no. And so he didn't get on the board again, because probably my advice to people out there who have proxies and who are in the hunt to be elected, when you take a recess to vote, please vote. Vote. We've had the whole board forget to vote. And it's very embarrassed when we opened up the polls, because sometimes the failure of a large proxy hold to vote can affect the results such that nobody gets elected. So you have to be real considerate of that. Let me add one more twist to it. And I happen to know this is a current problem out there. So you did all that. You had the election. And at the end, three directors were elected. And they were supposed to be one for three years, one for two, and one for one. But they all got exactly the same number of votes. And they would not agree on who gets the three, two, and one. And then the meeting was adjourned, with that matter not being resolved. What do you have to say? What I have to say is to go back to my first comment. Don't leave the meeting. Don't adjourn the meeting without knowing exactly who's on the board, which leads to the second comment. Don't run out of ballots. Reballot. Because if you close that meeting without a complete election, those three did not get elected at that meeting. So that leads you to a further analysis of what's in the bylaws. You've got to do study. You don't even know, walking out of that meeting, whether they're on the board, some of them are on the board or not. So it goes back to that first one. You don't close that meeting without knowing who's on the board, even if you have to re-ballot. We've had to re-ballot four or five times and continue the meeting after they couldn't decide who they wanted on the board. So those things have happened. So if the three people were friendly, and one said, I'll take the one year, I'll take the two year, and I'll take the three year, could someone make a motion? And I make a motion that with this tie, we elect John, the three, Fred, the two, and Suda one, and resolve on a single ballot like that? There's a two-part answer. One is if the bylaws require a ballot, then you'd have to vote on that by ballot. If the bylaws do not, there's an easier answer. You ask for someone, you ask for a volunteer for the short term. And usually if there's somebody there, they'll volunteer for the short term. And then you obtain unanimous consent to have them elected for those terms. But again, if the bylaws require a ballot, even that motion would have to be done by ballot. But you could make a single motion saying, maybe everybody's in agreement was more friendly than some of the ones I see that are not so friendly. You know, that you could do that as a motion. I elect, I moved to do A, B, and C for these terms and you wouldn't have to put their names again and have the percentages. And recognize somebody might object to that because when you're voting by ballot, you have the right to do a write-in. So there are rights to do a write-in there. However, it seems to me that even though it's a ballot requirement, they've already elected these people. They're not sure what terms it's incomplete. A motion related to that would be fine provided it's voted by ballot. Come, we're gonna take one more question and we're gonna go to break and we're gonna talk about horrible meetings and lessons learned for lack of a better word. So to me, a common misunderstanding is, is a form a part of the meeting? No, it's not. You mean an owner's form? Right. No, it's not. Is it included in the minutes of discussion? No, definitely not. Okay. So on that note, we're learning about trials and tribulations of being a parliamentarian and a property manager. We each own flak vests and helmets and have a thick skin, but we're gonna be right back after a short break. Are you tired of sleep walking through life? Are you dreaming of a healthier, wealthier, happier you? You're not alone. And that's why thousands of people tune in each week to watch R.B. Kelly on Out of the Comfort Zone Tuesdays at 1 p.m. Make a change, get the help you need and stop sucking at life. The army, we're going to go live. Hello, it's 1 p.m. on a Tuesday afternoon and I'm your host, R.B. Kelly. Welcome to Out of the Comfort Zone. Host for Young Talent's Making Way here on Think Tech, Hawaii. We talk every Tuesday at 11 a.m. about things that matter to tech, matter to science, to the people of Hawaii with some extraordinary guests, the students of our schools who are participating in science fair. So Young Talent's Making Way every Tuesday at 11 a.m. only on Think Tech, Hawaii. Mahalo. Welcome back to Kano Insider. I'm with my buddy Steve Glanstein, professional registered parliamentarian, talking about annual meetings and kind of the show title is, Lessons Learned from Horrible Meetings. And we talked about some of the basics of annual, some of the common mistakes. And before we went on break, we were talking about the forum. It's not a part of the meeting. It's not included in the minutes. But I think it needs to be said that we consider the forum a very valuable and important part of an annual meeting because it gives the owners a chance to talk about non-business and have a chance of traveling and coming and spending the time to get some basic answers. So we're not discouraging having a forum. We're just saying don't be surprised it's not in the minutes. That being said, horrible meetings. Let's do a countdown. We have time for three, I guess. In your opinion, I don't know what you're gonna say. What is the number three worst annual meeting you've been to? Well, the three, a guy took a swing at me at a meeting and fortunately 30 to 40 years of martial arts experience in that time, he didn't hurt myself or anybody else. So that's gotta qualify about number three. But then he hurt himself. No, he just got embarrassed and then he left me alone and he even left the admins alone too. But it was lots of witnesses. Did he leave the meeting? No, he didn't leave the meeting, but he stayed way in the back out of sight. And what was the issue? The issue was that the tellers had questions about counting and the votes and they had asked the parliamentarian, in this case myself, what was the proper procedure? And he felt that I should inform him of what they had said, et cetera, et cetera. And he got real angry and took a swing. Well, while you're on that, you have tellers who are usually appointed by the homeowners and the management company if it's professionally managed has someone there and they're doing accounting. It's my perception that the teller's job is to look at a ballot and see if they can determine how the person voted and what that complies with the bylaws. So the fact they may use an X instead of a circle, if they can clearly tell how the person voted and the ballot was correct in the sense that didn't have too many ballots or too many, whatever, they shouldn't be looking for ways to not count a ballot, I guess is the word. Correct, we have basically two simple rules. You're not there to punish the voter. That's not what you're there for. You're there to reasonably determine what that voter wanted to do. And the second rule is that if you have any questions about it, you're not sure, it gets reported back to the membership. And there's actually a third rule. The third rule is don't deface the front of the ballot. If you've got any decision you've made that you can't tell how someone voted, put it on the backside of the ballot so the front of the ballot remains exactly the way it was when it was given to you. So it was reported back to the membership as it reported back that the owners didn't vote whether they're accepted or not it, or is it just reported we have a void ballot? Well, if they've decided to void a ballot, for example, somebody voted three times and there's only two candidates. Quite simple, it's an invalid ballot. Then they would write on the back, voted too many times, initial it, something like that, and you fully disclose that to the ownership. So that way there's no, nobody can complain later. You're disclosing to the owners that we did have one or two ballots that were invalid, and this is why. Can the owners at the meeting be asked whether we should count a ballot or not? Yes, they can. For example, if you're not sure, as a teller, and sometimes I've had it about three times in 1,800 meetings where the tellers were not sure we had them report back to the ownership without saying who it was. And the owners decided that they would count the ballot a certain way. So it became an ownership decision about their own meeting versus a teller decision. OK, so that's number three, someone tried to hit you. What's number two? Don't tell me someone tried to shoot you. I don't know where we're going with this, but no, no, no. That was a gentleman with a trench coat and a bulge one night out in the country somewhere. But we never saw the firearm, so it worked out well and got him to take his glasses off that night so I could see his eyes. But that's not a number two. That doesn't qualify as a number two. So what's number two? Number two had to do with the counting. And number one was also the counting. Number two was the counting when there's 37 people there and you get 39 votes. What do you do and how do you solve that? Especially it's a critical motion relating to who could be there. So in essence, you're saying that the records show you had 37 ballots in simple terms, but you had 39 votes. So there's obviously two people or two ballots that are not accounted for. Yes, pure magic, two ballots that came out of the sky. And how did that happen? That happened, in my view, that happened because somebody was not paying attention and someone else grabbed a couple extra ballots from the table to check it. So there were 37 represented there, 39 votes cast. Is it feasible that the person doing the quorum made a mistake and they really was 39 there? Well, the way I solved it showed that there wasn't a mistake with respect to the quorum. OK, how did you solve it? The solution was to have the secretary call the roll and have people individually bring their ballot up to the front and place it in a receptacle one at a time. So by calling the roll, unit number 106, proxy holder for 110, bring up a ballot and put it in, our number went to 37. And it balanced very well. And it's back to one of your rules you said before the break. Make sure you have enough ballots. Yeah, don't run out of ballots. I was, I shouldn't tell you this to you. I know you respect me, but I was at my Rotary Club today and I was asked to run the election. And we have very simple bylaws. So you can have by acclamation. I mean, you don't have to have the secret ballot requirement. But the way they had written it, we had the nominee committee make three nominations for, let's just say, three directors. Well, then you say, are there any other nominations? Well, I always pray that there's no other nominations. They never give me any ballots. So it's important to have ballots because otherwise you can't preserve the record with respect to that. Yeah, and well, with condominiums it's critical because the voting is not individual owners. You can't just have them raise their hand. You've got proxies. You've got percentages. So it can get complicated. We've run out of ballots on a Saturday morning on Molokai. If you've ever tried to go to a print shop on Molokai, Kanakakai on a Saturday to get more ballots, it's not a very fun process. Yeah, it's probably been better if you just made more in the beginning versus the time loss, people getting angry, and all the other things that happen on that type of issue. All right, number one, what is the worst horrible media you've ever had? Well, it really does relate to county. You've had some long ones. I've had ones where they couldn't balance the count to something like quarter to midnight at night. So they went through something like six hours to get the count right. And I put my foot down. I insisted that they work it and get this right. Because I did not want these people to have to continue the meeting. People had flown in from all over the country to that type of meeting. And it became the worst just because we had to really insist that the count get done right. And that's what happened. And it got done right. When I got home at 12 30 AM, I knew who the board was. And there were no challenges after that, and it was done. Well, since I gave you the chance to do three, I'm going to do one, my worst meeting. And I happened to be an owner in this project, not a management company. And in this particular case, there was a particular bylaw requirement requiring an approval of 75% of the owners of the repair was going to be greater than, I want to say, $50,000. And so there were two competing groups on what the repair should be. One repair was like $9 million. Another repair was like $3 million. And you had the haves who wanted the $9 million gold fix and a whole bunch of others. But neither side had 75%. The first thing that was wrong with this meeting was it went for three days and cost $90,000. And then finally, at the end of the evening, the smaller group who wanted the $9 million fix said, OK, OK, we see we're not going to get it. Put the motion on the table for the $3 million fix and we'll vote for it. And so we did. And so did they vote for it? No. And then they started yelling, well, now you can't bring it back up before the meeting again today because it's been brought up and defeated. So you can't bring it back up this meeting. So we're stuck with the $9 million fix. But then I think you taught me the parliamentary trick. Because when I was voting all my proxies, you told me, vote one against it. Because as I understand the procedure, that if you voted against it, you could be the person to bring it back up again. Is that right? If you voted on the winning side, you could make the motion to reconsider. And that reconsider has a lower vote threshold. So you could make that, yes. And that's what happened then. And meanwhile, the good news of that is everybody got angry at the ones who lied to us. So we brought it back up and it did get passed and adopted. But I mean, to be candid with you, these were 12-hour meetings for three days for $90,000. That was the worst meeting I've ever been to. And I hope I never have to go to another one like that. Any final recommendations before we adjourn the show and say goodbye to next week? Yeah, just we didn't talk a lot about Onus Forum. But that's an important time that Onus who've come there can relax a little bit. And I keep it focused on what do you want the new board to do for the upcoming year versus complaining about the previous year? Let's give them a list of things to do. And that's a really good time to put in a positive approach and let the board members hear what Onus have to say. Well, thank you for being here. I'm going to tell all our guests. We appreciate you tuning in to Condo Insider. We're trying to educate and advise everybody. We have some interesting thoughts for future shows, kind of like War Stories with Oliver North or something. We're going to bring in historical cases and case studies and things that have a learning curve to them. So if you have any interesting ideas, please email us or let us know. But again, thank you for watching Condo Insider.