 Yeah, and welcome to Kondo Insider, Hawaii's weekly show about association living. I'm Richard Emory, I'm your host today. And we're going to be talking about parliamentary procedure but let me just kind of outline how this show is going to go. We're going to talk about the history of parliamentary procedure and some of the basics for the first half of the show. And then the last half, which will be very interesting to some of you. We're going to talk about three or four actual meetings that occurred. And for example, how one association had to pay an owner and reimburse them as legal fees of $350,000 for violating. I'm going to say parliamentary procedure. So we're going to talk about some of the worst case issues that have happened in Hawaii. And then maybe end up we have time I hope we do on some real for helpful tips because in Hawaii in a condo association. The law was changed a couple years ago, mandating that owners have the right to participate in the deliberations at a board meeting. That doesn't mean they can hold the board hostage and interrupt and keep you from doing your business. But association boards now have to make rules and provide for owners to participate and deliberations. And that doesn't mean you can speak at the forum or the end of the meeting and you can't speak during the meeting. It means for every agenda item, they have the ability to add a few comments and the way most boards deal with that is they say, okay, we're going to discuss the item first as a board and before we vote will give owners a chance to make a comment. Sometimes they limit it to two minutes but often if it's a small group and you want to be played to your owners and they may give them a little more time but you have the ability to establish rules and to control the participation because it is a business meeting and you can't get that in your volunteers. Recognize it again I'm going to repeat that the law says you have to allow them to participate in the deliberations at board meetings and, and I see lots of complaints about that from many many points of view. But anyway, let me just remind you about parliamentary procedure. You know, meeting rules or procedures go back to the ancient times of the Greeks. And actually in 1812, Thomas Jefferson wrote the first document called manual of parliamentary practice. But then the most well known of all is Henry Martin robbers, who in 1876. wanted to publish procedure rules or parliamentary procedure. And he was a Brigadier General retired in the United States Army and the word parliament comes from the English parliament you know parliamentary comes from the English world parliament but he was a student of procedure and so he wrote the first Robert's rules of water in 1876, which is about 156 pages long and today we're in the 12th edition which is 633 pages long. And I'll explain that in a minute, but it's certainly come a long way and it's quite complicated to be candid with you because it covers all the types of meetings that may exist. So it's not just a board meeting or your annual meeting of members of the homeowner association or condo association. That's quite diverse. What a lot of people don't really understand is that beside Robert's rules of water there's Mason's manual of legislator procedure which is used by most state legislatures. There's Cushing's manual parliamentary procedure but showing the most well known is Robert's rules of water. And let me just tell you a couple of facts. You're going to hold a meeting and you want to use parliamentary rules. I'm going to say Robert's rules for the purposes show today. You have to ask yourself the number one question where does the authority come from. You can have rules. Well, you know, essentially the organization in this case they're going to say a condo association. They're going to establish that Robert's rules is the parliamentary authority. A little different from condos in the sense that there's several state laws, the nonprofit corporations act, the condo law, homeowners association 421 Jay, mandate that Robert's rules be used in meetings and there's some other laws here in the state as well so the standard rules by state law is is Robert's rules of water so you can't use Cushing's rules. But anyway, the whole idea behind that though is to understand that any organization has to have some authority to have parliamentary rules. And the brand new organization nonprofit let's say they could set up standing rules and say our parliamentary authority is Robert's rules of water. And so there's got to be that authority. And when I want to share with you what I think the basics of Robert's rules are what I call the three fundamental principles of Robert's rules of water. Number one principle is what I call, this is my opinion by the way, authority. And I explained to you you have to have some authority to have parliamentary rules. But it goes beyond that. You have to have some authority within your charter or your declaration of what the organization stands for. And that declaration in the case of a condo or the bylaws which is a part of the declaration defines what the board's authority is. And so you don't have the ability to do whatever you want you have to be operating your kind of association within the authority that was vested in the declaration of bylaws you don't have the ability to do anything you want. You have to do things within your legal authority and sometimes you may as a board have legal authority dependent upon somebody else like the homeowners approval, like borrowing money for it. So, number one thing I see people make mistakes on is taking action when you don't have the authority to take action. You know, and, and they put themselves in harm's way, illegally and I'm going to give you an example of that exact situation after the break by go through these three or four cases you, you may have a hard time believe me I may I may put them on a reality TV show. But anyway, the second fundamental principle of Robert's rules to me is keeping order. You want to have a meeting that is efficient. Everybody gets to be heard you have proper voting or other conduct as prescribed and in the bylaws. And so you can have a keep order so people know when they can speak can speak everybody's treated equally. The one person can't monopolize the meeting and the meeting runs officially so you can accomplish your business. And the third fundamental principle which is often overlooked and I'll use some examples after the break. It was what I call Robert rules protects the minority. And I'll get into that with some examples. Again, after the break. One thing I mentioned to you earlier is that Robert's rules is else 633 page. Well, you have to understand that Robert rules of current 12th edition. And some people say we're who decides in the new additions that the old days he used to be the ancestors and the appointed parliamentarians of expertise by the family. I think Robert. He was his name, Henry Robert, Henry Martin Robert, the last descendant but his name died in 2012 but they have people who are appointed by the family for lack of a better word because they certainly own all the rights to the books and everything else to review these things on a regular basis and and and makes adjustments and a good example would be what we do about electronic meeting we didn't have zoom back in 1876. So I mean, they're updated to be current operating conditions and current things that go on but when you look at meetings you know there's all sorts of meetings there's mass meeting. What if it's the organization is the first time they've ever met they don't even have a chairman or any standing rules I mean there's a procedure. Well, what if it's a convention where you have elected delegates and sometimes delegates get substituted. We don't see that in condo world but Roberts rules deals with conventions as well. Then you're going to have member meetings and sometimes those are regular meetings like we have our annual meeting is sometimes are special meetings with the members themselves or the maybe the board president or the board is called a meeting, a special meeting to accomplish a specific purpose of business. Then you have committee and board meetings that you have to deal with and. And so, you know, that's why Robert rules is so big now because there's so many different types of meetings and it's certainly they've learned over time. All the different things that can go wrong and they've updated what what what things are and those types of things. What I want to remind you of is if you look at Robert rules it's a very formal document. You know, the chair of the meeting has to be standing. He has to read the motion to the assembly. You know, if you want to speak you have to rise and stand and be recognized. What people don't realize is that within Robert rules a section called rules for small boards. And all of these formalities go by the wayside for lack of a better purpose. In the sense that number one, you can sit there in a meeting and you don't even have a motion on a table. You can discuss it. Everybody's generally in agreement. It's obvious that everybody's in agreement. You can say, okay, everybody agree. Okay, it's past unanimous. You don't have to go through some of that formality of standing and being recognized and the motion has to be in writing and things is the rules for small boards are your, your small group usually defined as less than 12 person. And they have less formality with regard to that recognize it and why state law. If you do have a vote on something and it's not unanimous, then the minutes are required to define what each director, how they voted for against the thing. So it's kind of interesting because I see a common mistake is pretend you have nine board members, and you have a vote, the vote is five in favor, three opposed and one abstention. Well, abstentions don't count as somebody voting so technically speaking, it would be a vote of eight people, five in favor and three opposed and the abstentions go by the wayside although I don't think there's any harm with people with the options in the, in the meetings but technically speaking, that's probably not, not correct. So, it's a much simpler process kind of the way most boards operate today they sit around the room. They talk story about what they have to do is usually an order of business, you know, they have a presiding chair president probably the board, and they have a quorum, do we have a quorum or the board, important to recognize that if you have a board of nine in the quorum is five you look at your bylaws to see if what it takes to adopt a resolution or emotion. It may be these five of nine so if you only have seven people there you still need five people to vote for it. It may be a majority of the quorum which would be a seven four three to vote for but that's going to be defined in your bylaws but someone's got to be careful to make sure when you do things that you're properly adopting any emotions that take place. So it's clear that's pretty much everybody understands. That's kind of how it works and we're getting close to the break. I get to talk about the exciting thing. I do want to say briefly before we take the break that the agenda is usually established by the chair, but has to be agreed upon by the people in attendance so anybody in attendance and I say attendance I'm talking about members of the board, in this case, not members owners sitting in the audience. And so they would have to, they could say, I'd like to amend the agenda and add this new item to the agenda, or I'd like to modify the agenda and take our guest speaker first so that's a decision through all of our meeting. So anyway, we're at the halfway point. And I want to encourage you to stay with me because we're going to talk about some exciting cases, and how it represents parliamentary procedure, right after our one minute break. And you're excited as I am to talk about some of these cases. You know, this is a short show so it's hard to talk about motions and they have different priorities. You may not know what the highest priority motion is what we call a motion to adjourn. And motions are debatable or not debatable and are amendable or not amendable and the motion to adjourn is to be the highest ranking motion, not debatable, not amendable has to be requires an immediate vote, you know, only takes majority of the people in attendance at the meeting to adjourn the If you're in the middle of counting the votes of the election so it stands up and says, I moved to adjourn. It's, it's a high priority main motion that Trump said anything else going on in the meeting, and you have to do a vote and adjourn and so what happens to the Well, what happens is, is suspended until the next meeting. It's unfinished business. So granted it's going to take half the people to get really excited when I during the meeting. I was actually at it. My first story was I was at an annual meeting where it was a relatively new project with a developer and it was a conversion so they had a sort of baggage, and the large group of owners didn't like the developers plans, and they're going to elect directors and things like that and instead of trying to adjourn the meeting they didn't have a majority so they wouldn't have been successful. They made another tactic. They all of a sudden in the middle of the vote count stood up and said, we're leaving you no longer have a quorum and walked out the door. Well, qualms you have to have a quorum throughout the entire meeting you can't have a quorum in the beginning and then lose the quorum and continue business so we had like 300 people there. So we had to have everybody go out of the moon. Everybody check back in again. And then we determined that we did have a quorum even with them leaving. And so the meeting continued but that shows you under parliamentary procedure I guess we should see it with filibusters and all the stuff in the legislative side that you can really have some interesting times with other stuff. Let me tell you a story about authority. There was a condo. I should say a homeowner association that had seven condos in as a part of this master association, and they want to amend their bylaws to restrict vacation rentals, instead of 30 days which was in the existing document to 180 days. So they went and they put out a document to amend the bylaws, and it failed. They couldn't get enough people to support it. So the president of that board said, you know, we have seven condo who belong to this each condo has one member of the board. I think you have the right to vote for all the people who didn't vote, because they elected you to represent them. So I think you have the right to vote for all these people who didn't vote on this bylaw amendment. And he talked them into voting for the bylaw amendment and then stated the amendment pass. And the owners and it's very well off, you know, average homes like $5 million. I don't know how you can do that, and I don't accept it and what they did was they wanted to enforce it they appointed an employee, who they named Sheriff, and they had him go knock on that guy's door first because he was sewing them. And then he answers the door and the guy who's the employees is I'm the sheriff of this place. I need to see your rental agreement, you said I don't have a really. And he says, well, how long you here for and she said about a month. And he says, you can't be here for months against the rules. He shrugged your whole shoulders and closed the door. And so they find on him in a suit against him. The problem was that that was his daughter who he's letting use the home for free. So I went to binding arbitration and the barber trading panel ruled the following. Hey, you can't vote for somebody else pretty common sense I mean, I don't believe that someone could do this but they did I saw it. So, you can't vote for someone else so this amendment you say is past as moot and void and not enforceable. But then they said, your conduct towards this owner and your violation of your duty. We're going to make you repay back is legal fees which were $350,000. You can make an argument against the board and the saying that you breach your fiduciary duty didn't follow the business doesn't rule the debt being expensive association. Are you personally liable as a board member for voting for when you could have gotten the legal advice you could have done a lot of things before you went down that road. So, that's example number one about make sure you have the authority to do something. So, suggest you have the authority to vote for somebody else and you're going to read through the line and cross the T's and dot dies and make up your own rules is probably not a good idea. Example number two, a private club actually it's not a condo was doing some renovations to its clubhouse. They had the authority and the violators the board to make the decision but to borrow the money they needed the members approval and they went out and got the members approval by a mail ballot. Well, a few owners members didn't like this because those changing things they had fallen in love with and long time members. And so they decided to call special meeting. And the purpose of the special meeting was to have a great report on the renovation of the clubhouse. And under their bylaws you see the only there's 5025 people for the petition, 50 people out of 700 at the meeting, the majority of those at the meeting could make and take action. So their objective was to go into that meeting and we send the authority for the loan. Now, here's the problems. Mike said the fundamental principle of Robert's rules is protect the minority. When this came up before after they had the presentation, the president when a guy says I'm going to make a motion. And the president said, down of order. Why is it out of order, because I notice restrict what you're going to do. And you said you wanted a report. You didn't say you're going to vote on anything and the idea behind that is I could have been a member theoretically. And I read the call the meeting I'm already aware of what is going on. I don't want to go here report. If I knew they were going to vote I might have shown up. So it's important to have transparency to make sure that the people are told so they can decide for themselves when to show up or not so it was ruled out of order, and they couldn't vote on anything. Let's just pretend for a moment they had put in their vote and we send the motion alone. The call then becomes under Robert's rules. If you have a motion has been adopted, and you want to rescind it, and action has already been taken on that motion, meaning they signed the loan agreement, they signed a contract to remodel the clubhouse. You don't have the authority to rescind it anymore. The question between rescind and reconsider is reconsider motion is in the same meeting. We send the subsequent meeting, kind of the same thing in a way but rescinding is when you're done in a later meeting but you can't rescind things where actions are already been taken. And there's exceptions everything I say by the way so I'm going to give you kind of give you a general view on that. The final would be another homeowner association. I haven't had me the chairman of the president at the time. And we were amending the bylaws we'd given notice we had people show up and that's this meeting of 2500 people we only had 40 people show up. There are 20 people who hated the vital amendment who were primarily resident owner occupants, and then there were 20 other people there who were more resort owners who like the amendment. And so they asked for a parliamentary inquiry create a parliamentarian great. And then how do we stop this from happening he said, make a motion to defer indefinitely the motion adopting the battles. Well, that's what they did they're all excited and so I said okay I'm going to try taking a rising hands vote you know it's like stand up and you raise your hand and of course, I didn't know who was the wife and the husband I didn't really care. You'll find out in a minute. So anyway, I said all in favor of deferring indefinitely about 20 hands. So in my wisdom I said okay I'm going to rule that the motion to defer fail. Of course they went ballistic how can you do that. I said well let me explain it to you. I have 1600 proxy as the president. Yes, my hand went up to vote against the definite defer. So the motion has failed and I don't need to have a ballot count, because I control 1600 votes. And they will, your railroad job and stomped out the bylaws got amended so you know, people don't know you have this defer. The last example really quickly is, we have to understand when you make a motion you want to amend the motion. The amendment has to be germane to their original motion. I've gone to meetings where they've tried to, they've had a bylaw amendment, they're talking about it, and they want to add another bylaw amendment but again they violated the notice permission, because in the minutes, or notice the meeting we want to amend article five they didn't say about article six. So it has to be germane and they said well it's germane to the bylaws is the bylaws. The fact is protecting the minority people have a right to know what is going to be discussed at a meeting and participate in a certain circumstances under why you're stable for condos to make sure these things happen so I would just tell you that parliamentary meetings are very important to running a good meeting. And my basic summary of my quick one minute, things you need to do to consider having a good meeting would be as follows. My notes. Know your authority. Follow the business judgment rule and you're dealing. Take action of meetings. Continue to defer thing month after month after month. Recognize that the people at the meeting may not represent everybody's thoughts and views. You still have to take action as the board being responsible for your association. And when necessary rely on professionals to get advice. You're taking fundamentally good business judgment kind of rules. And that's kind of my short summary of Robert's rules of order which is much better than Richard's rules of disorder that's me Richard. So I would suggest you. Take heed. Be transparent and encourage people to get involved. But at the end of the day, you need parliamentary authority and you need to make decisions. And you need to be careful not to put yourself on harm's way by thinking you have authority you don't have or thinking you don't need to protect the minority. Anyway, aloha hope you learned something today and look forward to seeing you again on condo insider.