 Aloha and welcome to another edition of Kondo Insider, Hawaii's weekly show about association living. Now a few weeks ago we had a guest on our show who was a parliamentarian, Steve Glanstein. And after the show I had lots of inquiries and questions from people more about what it is to be a parliamentarian, why is it helpful to have them a part of a meeting, and some of the, I'm going to call them more stories of things that have happened to kind of emphasize what can go wrong if a meeting's not run correctly. So today we're very privileged to again have a good friend of mine, Steve Glanstein, a professional registered parliamentarian. Welcome back to the show. Thank you very much. Pleasure to see you again. I know you're going to ask for a glass of wine afterwards or some kind of freebie for me getting you to come down and do this again. One glass? Yeah, well, you can refill it more than once. Okay, thank you. So kind of going back again a little bit about parliamentarians. We have Henry Roberts. We have the National Association of Parliamentarians and the Hawaii State Association of Parliamentarians. Can you kind of review those and who they are and what they are and what they do? Okay, Henry Roberts, the first, was the gentleman who established Roberts Rules of Water in 1876. It's since been updated several times and the current generation is Henry Robert III, who's in his 90s, quite aged, but still is involved with the writing of Roberts Rules of Water, Newly Revised, which is the current edition. Now in 1930, there was a National Association of Parliamentarians that was formed and that National Association exists to this day, about 3,200 members, plus or minus. In 1960, they came out to visit Hawaii and they said the parliamentarians in Hawaii were some of the best in the nation. So Ms. Leonardi, the Dr. Leonardi, the president, was very impressed and a few years later, after the Voting Rights Act was passed, they established the Hawaii State Association of Parliamentarians, which continues to this day. Now, can anybody join that organization? Yes, anybody can join it. There's a website, H-S-A-P, for Hawaii State Association of Parliamentarians.org, H-S-A-P.org, and they can certainly go on and register for classes and there's a membership exam, which is not too difficult to pass and become a member of the National Association of Parliamentarians. Now I know you're, at least from my point of view, being a former management company executive, best known for your work and condo type work. Are you called on for other types of meetings and can you give some examples of the kind of meetings you might also be involved in? Yes, starting from the group that I won't do anymore is dog clubs. Those clubs tend to have a lot of convention and they use parliamentarians on occasion. But in general, I've worked with unions. I've worked with non-profit and for-profit corporations, large health insurer and the state on why, churches, several churches, and even a conglomeration of the churches that recently got together here with churches throughout the state. So they use us. And the first one you said was dog clubs. Yes. Why dog clubs? I don't entirely know why dog clubs, but thanks to a couple of dog clubs, we ended up with four professional registered parliamentarians who actually saw the abuse that was going on in parliamentary procedure and decided to learn how to put a stop to it and to have productive meetings. So they eventually went on to become members and get their certification and become professional parliamentarians. So for some reason or other, dog clubs have had issues not just in Hawaii but throughout the United States. Wow. So people have parliamentarians. What's the benefit of having a parliamentarian in a meeting? Well, when you're acting as a parliamentarian, you're assisting the chair during the meeting and other members should they request it. That request has to go through the chair. And a parliamentarian will tell the chair what the proper procedure is. Many times we'll make a script for the chair so that way they know how to proceed through the meeting. And parliamentary procedure is a technique that's used to help get meetings to be productive and respect the rights of members, as well as absentees, as well as the entire organization. Be fair to say you're the neutral person there. You know, you're just really following the governing documents and the bylaws, for example, that really, you know, if there's issues between the membership, that's not really your concern. It's more the meeting itself and it be conducted in accordance with the bylaws. Yes, as a parliamentarian, when I'm acting as a parliamentarian, I don't get involved in the debate. I'm very careful to say this is what the procedure is. My rules would be the rules in the documents, if there's state laws that override, if they have special rules. Those would be the rules. And I'm there to articulate those to the chair, possibly to other members, depending on the situation. But the pros and cons of the debate are completely separate. Do you ever see, because a meeting is conducted, someone objects to the meeting, let's say on technical grounds under the bylaws, that litigation begins and there's lawsuits over the interpretation? Not the interpretation, but the actions that were taken in the meeting that they didn't follow the correct procedure, do you see that happen? Yes, in one extreme case, we had an objection to a removal proceeding for a well-known condominium in Hawaii. And the individuals involved, several of them were removed from the board for breach of fiduciary duty. They subsequently sued the association in an attempt to overturn the removal proceeding. Hundreds of thousands of dollars later, they lost. And then the removal was sustained, as well as finding that they had breached, several of them had breached their fiduciary duty. And in general, simple terms to the layperson, what was their argument that this meeting could be overturned? Well, one argument was that only they had the authority to call the meeting and not the people who petitioned. And another argument that they made was that they had not breached their fiduciary duty. And they were allowed to show evidence in the court that they had not breached their duty. And of course, the association had some evidence that they had breached that duty. And then the judge made a decision. However, the removal was sustained, no problem with that in terms of the association decision. And the breach of fiduciary duty for at least two of them was sustained. One of them, the judge, made a ruling that they had not... That one individual had not breached hard duty, but the other two had. Yeah, from my experience in the condo world anyway, you see a lot of owners when they get upset versus the board or vice versa. They make frankly exaggerated claims. But in the end, to me, the simplistic side of this is they either have the votes under the law in the governing documents or they don't have the votes. Because people say things, we even see in our presidential election right now where the Republican-Democratic nominees are making very strong statements against the other that may or may not be true, the whole truth or nothing but the truth. But as I see it to me at the end, it's the vote that's going to make the difference, not so much these other arguments. Well, the vote might make a difference, but I'll give you a recent example where a property manager was accepting proxies for an association at the door. Somehow he had the idea that he should let them vote, even though the statute related to this type of association says they have to be in two days earlier at 4.30 p.m. So he accepted them at the door. Nobody challenged it, nobody complained. And subsequently the meeting was adjourned. And the individuals who got proxies complained about it and wanted to see the ballots. And turned out they couldn't find the ballots after the meeting. So fortunately, we were able to forestall a legal challenge on that. We were able to find a parliamentary process that would help to have a fair election. But it was problematic and people were not happy about it. So when you said they had the proxies, did they have enough proxies for a quorum? They had enough proxies for a quorum and the individual who would actually turn proxies in at the door didn't have enough to get elected. So she was upset about it, wanted to see the ballots after the meeting, as was her right as an owner, and nobody could find the ballots. So this created a series of contentious issues in the association. And from your perspective, if they couldn't have found the ballots, what would happen? So from my perspective, I reviewed their documents, I spent time with them, and what they did was the individuals who were elected actually resigned and they got replaced by themselves just for a couple months. They held a special meeting, and that special meeting basically filled those positions. And essentially they cured the defect. And what they were also able to do was to make sure that they all left with some sense of completeness, that there was no question about what the results were, and that there was no challenges gonna come from that. So because there was a problem, they decided to find a solution, that is hold the special meeting, have another election, and then meantime have some people stand by, because you have to have someone in government running the place while this process goes forward. Yeah, we helped set the parliamentary process up so that they could have a solution that was essentially one that all sides agreed upon. Did they have to call a whole new meeting at that point in time? Yes, sir, they did call a special meeting just for the purpose of filling those positions. So the original proxies from the original meeting didn't count, they had to go back to square one and follow that process. Right, and the paradox of it was that this woman would not have been elected anyway at the first meeting, if they had not accepted the proxies. But even though they accepted them, it still didn't give her enough to get over the bar for an election. However, the mistaken loss of the ballots are what created contention and the association. And the board felt it was more important that they live together on a long-term basis than sue each other and just hold the ground on it. And although a complex question, in general terms, it probably can be said that state law is gonna trump your bylaws. It's supposed to, yes. We do have a couple that seem to take a different view. Right, because in this particular case, in the condo world again, it says the proxies have to be turned into the secretary of the managing agent 48 hours prior to the meeting. Well, it says 4.30 p.m. the second business day prior to the meeting. And that matches with the community association statute. As of yesterday, they've lined them up even better with respect to the proxies. Well, I've seen it in some, I'm gonna say quite often, but more than not here seeing it, more than I wanna see it, let's say, where an election is held and someone challenges the vote counting and then they have that 30-day window to go and look at the proxies and they come back and they say the vote was wrong. And when she reported on the meeting was wrong, John won, Jim did not. Is there ways after that the gavel ends, are there ways to go back and do a recount on an election or some other measure? Yes, there are, but generally speaking, the general rule is that an election, once it's announced, results are announced, is final. You can, if you wanna object to it, object right then. Now, if there's a recount needed, in Robert C. 11th edition provides through an opportunity to order a recount, but what it has to happen is they have to have a special meeting within a quarterly time interval, within three months, and they have to decide whether or not to order the recount. So their purpose of the meeting would be number one, to make a decision whether or not to order a recount and number two, if the first motion is approved, recount the results. So in essence, in a condo world again, which is what we're our condo insider here, the board can't order the recount. If they thought there was an issue, they would go back to the membership, the owners, and say, or they call a special meeting, the president, say I'm calling a special meeting, to get your approval, the member's approval, to order a recount, and then the recount would take place. Yes, the board doesn't have that authority and boards have gotten themselves in some hot water by trying to make a good faith correction to results when it turns out that they were incorrect. Really, that's an owner's meeting, it's one of the few things that owners in the condominium world retain. It's election of directors, bylaw amendments, things like that, and that's something that should be kept very sacred. So if there is an error in them, there's a recount is needed, get a special meeting, or have them order a recount from there, and then recount it. Because the other thing I've seen is, on occasion there has been an error in accounting, and when it was discussed with the board members, that the person who was not elected simply voluntarily resigned, and then the board appointed a person who would have won just out of good spirit and good faith, to avoid all the special meetings are costing expensive, so when the matter was discussed and fully vetted by the board, the person who was allegedly improperly elected, he says, well, I think that's correct, I wasn't elected, I'm resigning, which then under the statute, the board could replace that person who resigned till the next annual meeting, and they put the person in who had been elected. Well, let's kind of simplify what you said, because it's important that your viewers understand, if there's an error made on it, that the official results are still official, but if people are operating good faith and an owner realizes that he or she was elected, looks at it and realizes they shouldn't have been elected, yes, they can resign, but they can't be forced to, and then the board certainly, if they wish to appoint somebody, they can. This is made for a more peaceful association, however, we've seen cases where at least one specific case that stands out, where the person who really didn't have the votes didn't resign, there was a huge political movement to vote down the recount, so even though they had a motion to recount a couple months later, two and a half months later, it was voted down, so the person who truly did not receive the votes remained on the board and changed the composition of the board, as well as causing other issues in the association, however, that's the rule. If the owners didn't want to recount, if they wanted to accept the results as presented, that was their right. Well, okay, we're gonna take a short break, come right back, I got some more tough questions for our expert here, but he always seems to have the answer. Aloha, it's summertime in Honolulu, Hawaii, my name is Steven Phillip Katz, I'm your host for Shrink Wrap Hawaii, we're on every Tuesday at three o'clock, and we talk about mental health and general health. Join us, thank you. Hi, my name is Kim Lau, and I'm the host of Hawaii Rising. You can watch me live every other Monday at 4 p.m. Aloha. Aloha, good job, the University of Hawaii football team under Rolovich is gonna kick butt this season. In case you didn't understand me, University of Hawaii football team is gonna kick butt under Rolovich this season, so be sure to follow us on Think Tech Hawaii and Yobachi Top, I'll be at every game. And remember, alool, ha! Well, we're back to Condom Insider talking with professional registered parliamentarian, Steve Glanstein, on the value of having a parliamentarian at a meeting. Parliamentarian provides impartiality, protects the association by making sure the meeting is conducted according to its documents. It should be a legal challenge someday. It gives you the best chance of having an accurate record and advice to avoid unnecessary costs. We kind of ended up with a discussion about if someone was voted incorrectly on the board, the vote count was wrong and the procedures you could take. Does that generally apply to other issues they voted for a bylaw amendment or didn't vote for a bylaw amendment? They could still order a recount by going through the, by going through the same process that members say we want a recount or is it limited to elections? No, it's not limited to elections, but with bylaw amendments, it's a little more tricky because with the bylaw amendment, once that's in the condominium world, just talking condominiums, it gets recorded, it becomes part of your bylaws. And that makes it pretty final in order to change that, you've got to go through a legal process rather than a parliamentary one. So now I'm in a meeting, let's face it. You being a PRP, the highest level parliamentarians, you're going to have great knowledge on all the subjects. The chair, who's the president, maybe has run a couple of meetings before, will have some knowledge. Where an owner out there in the audience probably has his own impression. Most of them, my wife likes to use Richard Jules of Disorder, which is my rules, but that she says I have Richard Jules of Disorder. But the reality of it is, you have these volunteers out there, homeowners who really don't know, and they're a little shy, maybe they're afraid to ask a question. Are there procedures that they can take in the meeting to be able to ask the parliamentarians for guidance or help or ask a question? Yes, at the meeting, usually the parliamentarian is sitting right next to the presiding officer, assuming that the parliamentarian is in that capacity, and they can respond if the chair allows it. So if a member has a request for information, which is a factual request, or a parliamentary inquiry, which is a request for what's the proper procedure? How do we get this accomplished procedurally? Then that member can rise and address the chair, rise to a question, a request for information, or a parliamentary inquiry, directed to the parliamentarian, and express it to the presiding officer. The presiding officer then can turn to the parliamentarian, have him or her respond. However, they're not forced to, but that is the way the process would work. Do you find more times than not that the chair allows the parliamentarian to answer the question? Generally speaking, yes. That seems fair, because in the equitable, if you want to do things, people don't know. It's generally it's fair, but it hears in a scenario that really happened. Somebody had 30 plus questions to ask at a removal proceeding, and wanted to address them, not just to the parliamentarian, but the chair. So what that did was that the story made the meeting start to drag. So the chair said, how about three or four, then we're moving on. So the chair put a limit to it. So there are limits to it when it comes to taking care of the group so that they can get their business done. Almost like a filibuster. They're gonna drive it so the meeting can't be conducted. And I know you and I are involved in the meeting, the annual meeting of an association. I'm gonna say a decade ago. And in the middle of the meeting, because people were getting frustrated and people were leaving, there became the debate and the issue, do we really have a quorum at the meeting? I'm gonna assume you need to have a quorum for the meeting to continue. Is that correct? Well, you've gotta read your bylaws first. And you've gotta know what's in your bylaws. So sometimes your bylaws will have provisions that will override the parliamentary rules. But assuming your bylaws don't, once you've lost your quorum, at that point, if the chair notices that he or she has a responsibility to report it to the assembly, if another member notes that they can raise a point of water, which means a rule is being broken, that there's no quorum and the chair can rule, is forced to rule on that particular issue. Well, in the case I'm thinking of, we had a very contentious group, obviously. And a large group of people, there was some early motions that failed. And they basically stood up and say, we're leaving, you no longer have a quorum and walked out. And in that case, what we did was, have everybody recheck in, in that particular meeting. And we still had quorum. But the issue was, there's a very large association. Well, we have to have a quorum to conduct business. And this large group stamped it out the door because they lost their earlier emotions and said, you no longer have a quorum. And frankly, at that point in time, the chair did not know that we had a quorum. So that's what we did in that case. And we just had to all check back in again. Well, and we took a more conservative path. We wanted to make sure there was a quorum. We didn't say, well, we assume there's a quorum and continue. We took a much more conservative approach. This actually happened in a not to be named political party over a decade ago here, where there was a fight over the platform. And a group of them went out in the hall, went some far away, so that way they'd lose the quorum at the end of the meeting because they didn't want to adopt the revised platform. So that has been a technique that's used in an attempt to forestall or stop various business from occurring. It's happened in a timeshare a few years back to stop them from amending the documents. So those are not uncommon techniques, but your answer is checking everybody in. That's one way to make sure of it. There is one community association out in the country where once there is a quorum, if people leave, a quorum is not only presumed, but the quorum is still considered to be there unless there's less than half of what they originally had. So they do have some differences and that's why you have to know your documents because that will override the parliamentary rules. I remember you and I in a meeting a few years ago, maybe two decades ago, where we had maybe 80 people there, 40 from one group and 40 from another group that had an issue in bylaw amendments. They had a very low threshold. It only took 5% of the association to amend this community association's bylaws. And they made a motion to indefinitely defer so they could kill this motion to amend the bylaws. And we did a rising hands kind of vote in the chair rule, which was me by the way, that the motion had failed to defer. And you may remember it. We had about 20 hands go up in favor, about 20 hands go up against, but one of the hands that went up against had 1,900 proxies. And so the chair ruled because they knew in advance that the secretary had 1,900 proxies that it failed and then they stomped out of the meeting, but the quorum mission never came up. With 1,900 proxies, it's certainly you still had a quorum, even if those 20 people worked that walk down. To me, my experience has always been, you want these meetings to move along efficiently. You want people to be heard, but you don't wanna have filibusters installing tactics. People come there because they wanna take care of the business prescribed in their bylaws and go home to their families. Yeah, I agree. We invented a term for that. It's called parliamentary hostage taking. It's when people take the organization hostage because of use of abuse of parliamentary rules and PhD pronounced fit because the presiding officer can have a fit when it happens. So I can save that for a later time. We can discuss that if you wish. In general terms, some perception that you have a meeting that the majority of those people at the meeting will determine the outcome of things. And that's not, it's somewhat true in some cases, but not generally true, is it? Well, when you're talking about amending fundamental documents, the votes required is usually high enough so it's not based upon who's president at the meeting. It's based upon the percentage of the entire group. Then it works its way down. So for example, if we're walking into a meeting, rules related to rights of members to debate, to speak to filibuster, as you might call it, those rules generally take a two thirds vote, twice as many in favor as opposed. So when you start affecting debate rights, it's a higher threshold. Simple motions, generally a majority vote. Again, read the bylaws and many condominium bylaws, the vote required is a majority of what's present there, not a majority vote. Now with the people who have a proxy of someone else, they'd be counted as present as well, right? Because not only are you there, but you have the proxy for Joe, and so you would really, he's counted as part of those present, correct or not? That's correct. And condominium, condominiums, people have the right to vote in person or they can designate another person as a proxy holder to vote on their behalf. Yeah, we see a lot of times debates in our legislature or people who may not understand this, they want to prohibit owners from giving proxies to board members, for example. Do you have an opinion about that? Yes, I do. Owners have rights, and this is probably the most significant purchase that owners do in their life is to buy real property. And those are transferable rights. And the use of proxies goes back to before the 14th century, in the house of lords in England, they had proxies to protect the rights of people, property rights. And so this is a long historical basis for proxies. When you have corporate ownership, when you have ownership that is transferable, you're gonna find that proxies are a very important part of that ownership. It's very different if we remember of a dog club or a club where you can't transfer your membership, you're a member because you pass some exam and you can't sell that membership to somebody else. That's very different than owning a piece of real property. If you can't be there, you want someone to look out for your real property. And that's where proxies become an important part. Yeah, and I agree with you. Do I try to tell people is that you have owners who may live in Ohio, for example, and they can't be at the meeting. We have owners who just rent the property and they can't be at the meeting. Maybe they have a health problem. They have a right to representation at the meeting and appoint some trusted representative, just like you see in corporations, to speak and vote for them at that meeting and to try to isolate it to those who can conveniently be there would be diminishing the rights of those who can't be there. Yeah, and I understand that there's always been push and pull between owners who are resident, owners who are resident as well as renting out their units and owners who are not resident owners. But the real property rights still exist and the right to buy and sell properties there. And you've got to be careful not to diminish or take away those rights just because they're not at that meeting at that particular time. And so, what was the worst meeting you've ever been a parliamentarian at? I know there's lots of them probably. Well, there's one that's... I had one gentleman take a swing at me at one meeting and its nickname is Abu Ghraib. That's the nickname for one. That one was pretty bad. I've had another one on, I better not say where where they went to about 12 ballots to try to remove different combinations of people. It's very difficult because each meeting is different. When you say worse, they're worse in one respect but better in another respect. So it really does vary. I had one a couple of months ago where it almost got physical with two videotapes going, two lawyers both with their mouths wide open couldn't believe this was happening. And fortunately I was able to de-escalate it without having to use any other martial arts experience. Well, you know I've been to a meeting of a small 16 unit project that had four lawyers and a parliamentarian present for a 16 unit project which really was going like nine owners with the multiple owners. And it was ugly to say the least. So we solved the board problem by having two videotapes running because then what happened was the board member whose behavior was at issue was very calm, very peaceful and she stood her ground on what she felt was right. But a lot of the behavioral problems that we had at previous meetings went away with the videotapes going. Generally with the knowledge that they were going to be shared with the court if the board could not accomplish their duty to get the business done. So the expression, can't we all get along in the condo work? You know last year we had 54 people evicted from a meeting. Wow. And it was not easy but we got them evicted and they weren't entitled to be there. They were disruptive. And coming this weekend we have a bunch of people who are going to be going to a meeting and they're going to find they're not going to be permitted in because they're not legitimate members to vote. Well thank you for being on the show this week. This is Kondo Insider. We're on every Thursday from three o'clock talking about association information. We've had Steve Glancy here today talking about parliamentary procedure and some of the war stories that go along with it. We're going to have you come back again because I know I'm going to get a dozen more questions from people and I thank you for your work in the industry because I know you also were very hard lobbying for our industry and fighting for good legislation. We thank you for that. And to all of you, thanks for watching and we look forward to seeing you next Thursday.