 This is Think Tech Hawaii, Community Matters here. Think Tech Hawaii and Condo Insider. Condo Insider is the weekly show about condominium living and how it affects people who reside and work in condos. My name is Jane Sugimura and I'm your host this morning, I mean this afternoon. And with me today is my guest Rachel Glanstein. Rachel, how are you? I'm doing good, thank you for having me on the show. And Rachel is a professional registered parliamentarian and she's with management information consultants, right? Rachel, why don't you tell us what a parliamentarian does? So a parliamentarian is an expert on rules of order, rules of order that would provide proper meeting procedures. So when people talk about parliamentary procedure, it's rules that relate to meetings. And with condominiums we have meetings, we have annual meetings with associations and we have board meetings. And today we're going to be talking about board meetings and how to run a board meeting and you're going to be giving us some advice on how we do that. First of all though, tell me, what kind of services do parliamentarians offer condominium associations? So myself and my father, who runs management information consultants, we... And he's Steve Glanstein, everybody knows Steve Glanstein. True. So I can serve as an advisor to the presiding officer, to the chair of the meeting, generally the president. Most often I find that I serve as the presiding officer for the meeting. Find it easier to just hire me to run the meeting from start to finish. Occasionally I'll be hired to be an advocate for a member in the audience to make sure that maybe their points of order are appropriately done, maybe the election goes their way. I can help to draft and or interpret governing documents of an association. And occasionally I will provide written opinions if they email me questions or write to me. Sometimes we provide educational programs to board members and or owners on meeting procedures as well. So that's like training. Yes. You do training sessions with boards so that they can run an orderly meeting. And why is it important? I mean why is it important to have an orderly meeting? It's important because the board has a fiduciary duty to accomplish a business of the association. So they have to get certain things done. They want to allow for that owner input but they still need to get the job done. Okay. And so with a board of directors meeting, who is authorized to basically run the meeting and control the meeting? Generally the board president is the person who's authorized to run a board of directors meeting. If the meeting rules allow for it, the president may be able to appoint someone else to run the meeting, someone like a parliamentarian. Otherwise it may take a vote of the board members to allow someone other than the president or vice president to run the meeting. And what's the authority for the board president to run the meeting? So Robert's rules of order provides that the president's duty is to chair the meeting. It's listed in the duties of the president. Often an association's bylaws has similar language if you look under the duties of officers there as well. Robert's does provide that these provisions can be suspended by a vote to allow someone else to chair the meeting. Some organizations have adopted a specific special rule of order that allows the president to appoint a chair pro tem. Okay. For those people in the audience who are listening, explain to them what Robert's rules of order is. Because I think everybody who's involved in condominiums, they've heard Robert's rules of order. It's in the statute. And if you go to meetings enough, you hear about Robert's rules. But I'm sure there are many people out there who don't know what it is. So tell the audience what it is. So it's a 700 page book that some people call the best cure for insomnia yet. But what we like about it is it's a very comprehensive manual on how to handle different things at meetings. It assists organizations with running and participating in their meetings properly. How to assign duties to their officers. And how to write and amend their governing documents. So almost everything to do with the organization and its procedures, that's what Robert's rules can help with. All right. And the Hawaii Revised Statute also provides that Robert's is the authority for board meetings. Yep. The statute does require for all condos. Okay. And there's a provision in the statute. 514B125, which was recently amended that clarified that members, which is the unit owners, who attend these board meetings can't participate. I mean, the statute always said that they could participate. But over the years, various boards have adopted rules and basically shut down owners who wanted to speak up at meetings. And so what Act 81 did, I think it was two years ago, made it really clear that owners who come to their board meetings are a lot... I think they changed the name to Shell, right? Shell, participate. And we've been trying to educate boards to say, you need to let your owners participate. You cannot say, oh, no, no, no, we adopted a rule years ago that said, you know, two-thirds of the board voted to say we will not allow owner participation. That cannot happen anymore. Right. So in the past, a lot of boards had set aside an owner's forum portion before the board meeting to allow the owners to give input. But you're right, some boards did abuse it and that resulted in the law getting amended to make it more clear that boards have to allow this participation during the meeting. Okay. Not just before the meeting, but during the meeting. And so that means that any owner who's sitting in the audience can raise their hand and say, I'd like to speak on this, you know, what you're talking about. Yes, and I like the way you say that. Any owner can raise their hand or to speak on an agenda item. So that's exactly how it should be handled. Okay, so if you're an owner sitting at one of these board meetings and you want to talk, you can just raise your hand and address the president and say, I'd like to speak. Yes, although you're not allowed to interrupt someone speaking. Okay. So one thing that, the one time that often interruptions are allowed is if you want to say something before a vote is taken. Because of course, if you wait, then the vote will be taken, I'll be too late. Boards can still adopt reasonable rules when it comes to limiting owner participation. And what kind of reasonable rules would, you know, would there be? So the easiest example is that if you adopt no rules, Robert says that everyone has the right to speak for 10 minutes, two speeches each. And Robert talks about speaking to the pending motion. Whereas a lot of the board meetings, it's more of like a pending item versus an actual motion where someone says, I move to take action. But we still apply the time limits there. So if you don't adopt any time limits, it's 10 minutes. That's why we recommend that boards adopt rules to give time limits. Our general is two minutes. The Gettysburg address was said in less than two minutes. We figured that's a pretty good time. We also include things on maybe a limit on a number of speeches. And maybe a requirement that the chair needs to complete the meeting agenda. So there are some rules that can be adopted to reasonably limit owners without shutting them down. Because it was the shutdown that caused this to come up repeatedly until finally we got to Act 81. These rules need to be officially adopted by the board. It can't just be the president being a tyrant. It has to be an official action of the board. Most boards do want owner input and participation, but it needs to be reasonable. And so that's why they should have these kind of rules that spell out maybe, for example, an attorney gave me a couple of samples, which is that it would allow the chair to interrupt someone who keeps repeating themselves. Or if someone is saying the same thing that someone else just did, maybe ask them if they have anything new to add, because they already heard that particular comment. So that way it keeps the meeting going without completely stopping because maybe you have 100 owners present who are really interested in a couple topics. What if you have a topic that, you know, for a lot of people want to talk. And, you know, the agenda, you know, needs to be completed. But you might have 20 people in the room who may want to talk. And if you allow everybody to talk for two minutes, that's 40 minutes taken up on that one item. How does the chair address something like that? That's tougher because, as we just said, technically everyone does have the opportunity to speak on the agenda item. And if they're keeping to the time limits, then we're kind of stuck, except for the fact that we adopt that rule about, you know, repeating the same comments. The chair can politely, excuse me, interrupt and say, you know, we did just hear that. Do you have anything new to add? And just try to keep the discussion moving. Another key for the chair is that no one gets to speak a second time before everyone has had the opportunity to speak once. And lastly, there is a motion called the previous question. A lot of people mislabel it as the call for the question. But that motion allows debate to be closed as long as there's a vote. You can vote by two-thirds to close debate. So like you said, if we have 20 people lined up, we've gotten through 14 of them, but now we're about to get kicked out of the room, we need to finish the agenda before we get kicked out of the meeting room, we can adopt a motion for the previous question to close debate. So they can be cut off as long as that rule is very clearly spelled out in the rules, then it's perfectly fine to do that. So, you know, I guess the, what you're saying is, you know, the rules that govern owner participation need to be specific, they need to be public, and the board needs to be consistent in using them. So if they were to, let's say, print out a one sheet, and I've seen some of these rules, maybe there's five or six items, and it fits on one sheet of paper. What if they were to print it up on one sheet of paper and just pass it out to everybody? And so these are the rules for, you know, the owner participation. Would that buy? Absolutely. I like a two prong approach. That is absolutely necessary and also make sure that every owner that comes to the board meeting has a copy of the agenda because then they can make sure to bring up their comments at the right time, keep their comments relevant to what's pending. Okay, because that was my next question. So what if you've got an owner who's talking and they go off topic, right? They're talking about the agenda item and they go into, well, what about this and that? Absolutely. So what happens? How do you get them back on topic? So technically, Roberts requires that debate be limited to what's pending. And in these boards, a lot of times the debate will occur prior to any motion being made as we discussed earlier. But the chair can still require the owner to provide relevant comments. So I've occasionally interrupted people when I'm running the meeting and it's like, can you please try to keep your comments to this topic? The other topic that you brought up will be addressed later on the agenda. You can tell them where, if it is, or if you have an open spot right before adjournment for any other concerns that are not on the agenda so that way owners can at least request that they be put on the next board meeting agenda. That's a way to handle to try to keep people focused on what topic we're currently discussing. Okay, and then just one last question before we go for a break. What if the owners become obnoxious? I mean, what do you do with the person who's pounding on the table and say, you know, I am an owner and I want to say my piece? We'd love to say that that never happens. But we've definitely seen it happen. It's the chair's responsibility to control the meeting and to protect members from disruption and from inappropriate behavior. So the chair can admonish the owner and or require an apology. They've required someone to apologize when they swore at someone or when they refer to their motives because that is also improper. You're not supposed to do that. In more extreme circumstances, the chair may have to recess or even adjourn the meeting, which the chair has the right to do in case of riot or emergency. So the chair does have a little bit of leeway. Also to protect him and herself, he can request a motion from the board to either admonish the member to require an apology or to have that person removed. The safest way is to back yourself up with a motion. But hopefully just the warning is generally enough. Only very occasionally have I had to go further and require an apology and once the apology is given, only maybe a couple of times in the past 15 years have I had to actually have someone remove from the meeting. We're going to take a break right now and then we're going to come back to the public issues that might occur in the board meeting from hell, I guess. Okay, so stay tuned and we'll be back with Rachel and more questions. This is Think Tech Hawaii, raising public awareness. Hi, I'm Bill Sharp, host of Asian Review here on Think Tech Hawaii. Join me every Monday afternoon from 5 to 5.30 Hawaii Standard Time for an insightful discussion of Contemporary Asian Affairs. And the guests that we have are very, very well informed. Just think we have the upcoming negotiation between President Trump and Kim Jong-un. The possibility of Xi Jinping, the leader of China, remaining in power forever. We'll see you then. If you're not in control of how you see yourself, then who is? Live above the influence. Okay, welcome back to a episode about board meetings. This is our guest, Rachel Glanstein, from Management Consult... Information Consultants. And Rachel is a registered professional parliamentarian. And we've been talking today about, you know, how board meetings are run and how we keep order. And let's go to a real extreme situation. What if you get somebody who's totally obnoxious causing a scene using obscenities and basically creating a mess? What do you do? How do you bring order to this situation? So first to clarify, there is a difference between a board member and an owner. Because a board member is considered a member of that meeting, an owner is given the right to participate by state law, but not an actual member of that board, correct? So we're removing a board member, the chair must absolutely get a motion from the board to have that board member to leave and usually add in and call HPD to accomplish it. That would absolutely be recommended. For an owner, because the owner is not a member of the board, the chair could technically ask that person to leave without a motion. However, the safest course of action that we recommend, get a motion. Get a motion to require that individual to leave and to contact HPD to ensure that that individual leaves. If the owner refuses to leave, then recess the meeting and wait for HPD to show up. Most of the time in my experience, once you get to that level, the owner says fine, I'm out, they leave. But very occasionally you'll have to call the cops and then they'll walk out with the police. It does happen. So the board, the chair really has to recess the meeting and stop it and everybody just sits around and waits for the police to come? That's the safest course of action. If the owner steps out then the chair could continue the meeting at that point. But sometimes it's just best to wait and let everyone cool down. Okay, and there are these situations where you have owners who are talking and let's say the owner is criticizing the treasurer for something on the treasurer's report. And of course the treasurer is very offended and the treasurer starts to respond. And then you have this back and forth between the owner and the treasurer and maybe another board member jumps into the fray. I mean now you've got complete chaos. So what do you do if you're the chair? Yep, so as a chair you've just lost control of the meeting right there. Technically there should be no back and forth discussion at meetings. All participants are supposed to address the chair. So what my dad always says is yell at me. Yell at me. I say that too. I say talk to me. You're supposed to address all comments to the chair. Also as we stated earlier owners sometimes need to be reminded before speaking they need to get recognition. So they can't just speak. And the same is true for board members because exactly what you just said sometimes an owner is picking on a board member's report for some reason and that board member is getting understandably upset and they want to respond. So I've had to tell them no. I've had to say that to my president too before. No, I'm sorry. I can't let you respond yet. Let them finish and then I will recognize you to respond. So you just got to keep it to speak at a time and everyone should be speaking to the chair. And so when that doesn't when that's not happening then the chair which is the board president if you're not there if you use the parliamentarian are not there at the meeting then the board president is the one who has to say this. Yep. That under Robert's rules I'm running the meeting so you guys cannot talk out of order one person can talk out of time but you got to all talk to me. Exactly and that's very specifically out of Robert's rules. Okay. And why is that? It's to keep order in the meeting and it's because this is a formal meeting. This isn't a get together where we're all just you know chilling hanging out discussing things. It's a meeting where we're trying to accomplish business. So we have items that we need to get done. We may need to take action hire a contractor fire a contractor etc. So that's why the formality is actually needed. Okay. And so that's why you know you know people have got to learn that when they speak they speak to the chair. So let's say the person in the audience is complaining about the treasurer's report and the treasurer wants to respond so the treasurer then has to talk to the president and say you know Mr. President you know Joe Smith out in the audience is claiming this and that and I'd like to respond and I'm going and in response of what he said you know my question is A, B and C. Yes that could be said except I would caution the treasurer to not refer to people by name. The safest way to increase that level of formality is to avoid names to go with the owner that previously spoke because then we take people's names out of it it makes it a little bit less personal. I see. Okay. You know often boards you know want open and transparent meetings that allow for participation but you know they still the owners still have to follow the direction of the chair. Yeah. Just like with police officers all legitimate orders must be followed. So when the chair says wait when the chair says you must ask my permission before speaking the chair is absolutely correct. There's only a few opportunities that owners have to interrupt as I said raised points of order there's different things that they can interrupt with motions. The chair's duty is to protect the meeting from disruption and to quell interruptions and sidebars if they're distracting sometimes people talking on the side it can be very distracting for everyone at the meeting and so the chair will actually I've had to interrupt someone speaking and say can you please hold on excuse me can you please take your conversation outside because it's distracting everyone here. So I have had to say that usually I only have to say it once I say it once everyone else falls in line. So sometimes just that that first opportunity to show people how it should be it's enough people are not allowed to use improper debate either. So the chair needs to make sure that people avoid vulgarities that they keep their comments relevant and again that they can't refer to motives of other people when it comes to motions or what they said. When you say they can't refer to motives can you give us an example of what you mean by that let's say that a board member is made a motion to hire a certain contractor they looked at the three bids they go okay we're going to go with this contractor okay and then someone some other board member or someone in the audience goes hey you know what the reason that that person is recommending this contractor is because they know them from high school or they're going to get a kickback from them for doing that. So that would be referring to the motive you know that's not a good idea board members are supposed to disclose any sort of potential conflict of interest I believe they should say something about it. So if if the reason for the comment is the person thinks that there is a conflict instead of saying well you know the only reason you want that contractor is because you're going to get a kickback or because you knew them in high school what would be the proper question for the person who's making the comment in from the audience. Ask the chair Mr. Chair is there any you know is there a possible conflict because I think that they might know someone ask a question so instead of stating in debate that it's definitely their motive for doing it ask the question that's the safer that's the safer course of action. So if you're the point that the speaker is trying to make is I don't like your emotion because you're in conflict you have a conflict or I feel that you do. Yeah I feel you have a conflict of interest. Instead of making the accusation because you know there's some motivation that they don't trust them is to ask the chair a question that relates to conflict of interest. Exactly exactly and then again that's the responsibility of the chair. So when people ask the chair questions it's the responsibility of the chair to either answer it or try to find an answer for them direct answer because maybe if the attorney is there the chair can say hey just because they went to high school with them 30 years ago is that a conflict of interest you know something like that. Okay and can the chair ask the person who's making the motion did you go to high school with they certainly can ABC they certainly can and whether or not that's a conflict of interest is you know up to either legal counsel or that board member themselves to decide. Okay and so what other kind of issues I mean do you see arise in these board meetings with with you know I'm sure you've seen so many incidences that's tough it's hard to nail it down to one most of the time I see I see the standard complaints where people complain that maybe they don't like the property manager they don't like the resident manager a lot of times most of the time when I've been called for certain meetings board meetings specifically it has to do with personnel issues because a lot of times owners don't understand that board members are very limited in what they can say about personnel issues because they want to protect the association from litigation. So I do see that a lot where there's a lot of confusion also I find owners are really confused over what they have the power to do so I usually put it really simply when I'm asked which is that generally for condos owners have the right to put people on the board they have the right to kick people off the board they have the right to amend the governing documents but they can't tell the board what to do they can give the board input of course but they can't require them to do certain things they can't be like well you must choose this contractor you must go with this painter you must fire this resident manager etc etc that is the board's authority generally by the governing documents and what the owner's recourse is to do is when it comes to the election. Yes then they should get people to run who are going to support their position or their views and they can elect people off the board if they want to or gather a coalition of like-minded people and remove people at the board at the annual meeting. Exactly you win or lose at the ballot box it all comes down to who has the votes that's the key is you can give your input of board meetings but you can't control what the board does that's it's the board's job to do that if you have a problem with it then either go to the annual meeting collect those proxies beforehand remove the board members or collect enough signatures to petition for a special meeting let me end with one last question what do you do with the person the owner who shows up at the board meeting says if you don't do what I ask you to do I'm going to sue you. So as you know I'm not an attorney I'm just a parliamentarian but in my experience dealing with attorneys talking to them is that board members they need to avoid commenting on any pending or potential litigation so one way for the chair to handle such a threat as soon as that owner goes oh you guys do this I'm going to sue you you know all these threats then the chair just says look now that you've threatened litigation the board members can no longer comment on this issue we now have to refer it to our legal counsel so maybe here's our legal counsels contact information or if you file that lawsuit you've got to go through them it may cost a little to do this because you know no professional is free and they shouldn't be but it is not appropriate for owners to just try to threaten litigation to get their way and if it's an empty threat that'll usually cut it out. If it's not an empty threat maybe the board is doing something wrong then the person will take the appropriate legal steps to make sure the board does their duty for the associates. But making the threat is what it guarantees is that people will stop talking. Yes. 100%. And if the owner is interested in resolving something he wants people to keep talking. Right. He wants the board to keep talking to him so so I guess the bottom line is don't threaten a lawsuit and by threatening a lawsuit that that owner is basically broadcasting to the board that he doesn't know what he's talking about because the statute sets out a process of how you do dispute resolution and filing a lawsuit is at the bottom of the list. Yeah, that's the last one. That's the very last thing that you know that's your last option and if you go to the last option before going through the process even if you file a lawsuit and you prevail you don't get your attorney's fees. Yep. You know so I guess it's a lose-lose and and so you know board members and owners should know that you don't really want to threaten a lawsuit if you want to get it resolved. I agree. Because that's just going to shut down the discussion and then they'll be talking to lawyers which is not cost everyone money because then there goes the maintenance fees. Right. Okay well we've come to the end of our time and thank you very much Rachel for being with us and answering all these questions and hopefully you know we've given the audience some information that they can use at their next board meeting whether they are a participant or whether they're a board member and I hope you'll join us next week for another interesting episode on condo insider where we talk about condominium living in Hawaii. Thank you for being with us. Thank you Jane.