Proxies & Proxy Voting at Membership or Board Meetings

Proxies and Proxy Voting at Membership Meetings Our attorneys get lots of questions about proxies and proxy voting. And that’s understandable, as proxy issues at meetings can get very confusing. A proxy is similar to a power of attorney as could be used to open a bank account or sell a car for another person. If proxies are permitted at a meeting, the proxy can likely be given to any person or entity. That’s because the person carrying the proxy isn’t really who is at the meeting–the proxy giver is. FYI, most parliamentary books like Robert’s Rules of Order Newly Revised … Continue reading

HOA & Condo National Law Seminar and Other Programs

Several HOA/condo association learning opportunities are coming up that you may wish to attend, both in North Carolina as well as nationally. Details for each program can be found below. 2018 National Community Association Law Seminar The national Community Association Law Seminar is the premiere HOA and condo legal program held each year. The year’s Law Seminar, sponsored by the Community Associations Institute (CAI) and the College of Community Association Lawyers (CCAL), is the 39th annual and will be held January 31-February 3 in Palm Springs, CA. The Law Seminar is mostly attended by attorneys, but it’s not just for … Continue reading

Taliercio Elected National Officer for Parliamentary Lawyers

Black, Slaughter & Black attorney Michael Taliercio has been elected 2018 national Treasurer of the American College of Parliamentary Lawyers (ACPL). Taliercio is a Professional Registered Parliamentarian with the National Association of Parliamentarians and a Fellow in the ACPL, which recognizes attorneys who have distinguished themselves in the practice of parliamentary law, including lawyers who advise conventions, condominium and homeowner associations, governmental bodies, and nonprofits.

In the Robert’s Rule of Order, can a chair overrule a motion to call the previous question?

This question was asked elsewhere online, and my answer may be of interest to others– Unfortunately, without more facts the answer is likely “it depends.” If your adopted parliamentary authority is Robert’s Rules of Order Newly Revised (11th Edition) (“RONR”), there are several competing considerations: (1) RONR § 47 (p. 449) provides that the presiding officer has an obligation “to state and to put all questions that legitimately come before the assembly as motions . . . .” (2) However, RONR § 47 (p. 450) provides that the presiding officer should “protect the assembly from obviously dilatory motions by refusing … Continue reading

Best Lawyers Recognition

Two attorneys at Black, Slaughter & Black have been named to the 2018 edition of U.S. News – Best Lawyers. Best Lawyers recognition is based on peer reviews and client recommendations. Barbara Morgenstern been recognized by Best Lawyers in the practice of Family Law as well as Family Law Mediation. Barbara has also been named a “Legal Elite” by Business North Carolina magazine and a North Carolina Super Lawyer for Family Law. She is a Certified Specialist in family law by the NC State Bar, a Fellow of the American Academy of Matrimonial Lawyers, Past President of the NC Chapter of the American Academy of Matrimonial … Continue reading

The Benefits of a Professional Verbatim Convention Reporter

Having served as parliamentarian to hundreds of conventions, I’ve worked with different types of court reporters who used different methods to provide verbatim transcripts of the proceedings. These included stenographic court reporters using audiotape, specialized court reporting machines or laptops. At times I’ve also seen voice writing court reporters using a stenomask as you might see at a trial. With no disrespect towards others, I want to give special recognition to convention reporters Jack and Dee Boenau (pronounced BAY-no) of AmeriCaption, Inc. Because we’re on the convention circuit together, Jack, Dee and I see each other at conventions ranging from 300 … Continue reading

Challenging the Chairman of a Meeting

Have you ever been at a meeting that you did not believe was being run properly?  Is the chair ruling every motion out of order?  Were you unsure on what you could do or did you feel like there was nothing you could do?  Fortunately, there are actions that you can take in these situations.  If your group utilizes Robert’s Rules of Order Newly Revised, then there are several procedures that allow you to challenge the chair if you believe the meeting is not being run properly. One procedure some people might not be aware of to challenge the ruling … Continue reading

Using the Motion to End Debate to Keep Meetings on Time

I am regularly asked how to keep a meeting from going on too long. While there are avariety of different procedural tools that can keep a meeting from running on forever, the motion to end debate (also known as the motion for the previous question) is probably one of the best procedural options available if your group utilizes Robert’s Rules of Order Newly Revised. Put simply, the motion to end debate is the motion that seeks to end discussion now and to take a vote on a pending question (or questions). The motion requires a second and then a two … Continue reading

HOA’s: Follow Your Bylaws & Proper Parliamentary Procedure

We are regularly asked by association clients if it really matters how precisely meeting rules are followed. “Can’t we just vote on this proposal by e-mail?” “What’s the consequence if the meeting notice is not exactly right?” Without exception, our advice is always: FOLLOW THE RULES. As an example of “what can happen?” comes the North Carolina appellate case of Willomere Community Association, Inc. and Nottingham Owners Association, Inc. v. City of Charlotte and Charlotte-Mecklenburg Housing Partnership, Inc. (November 1, 2016). The moral of the story is that procedural rules for meetings and voting when making decisions should be followed very … Continue reading

Parliamentary Procedure Manuscript Wins National Community Association Award

Running a Darn Good Meeting: What You Need to Know About Parliamentary Procedure Receives 2015 CAI Law Seminar Best Manuscript Award   I recently learned that my session at the 2015 Community Association Law Seminar in San Francisco on “Running a Darn Good Meeting: What You Need to Know About Parliamentary Procedure” has received the Best Manuscript Award from the College of Community Association Lawyers. Because of the Award, the manuscript has been made available online at Best Manuscript Award in case it is of interest. The national Community Association Law Seminar, sponsored by the Community Associations Institute (CAI) and … Continue reading

The U.S. Flag Code and Proper Use of the Flag

Most of us learned growing up that during the Pledge of Allegiance we’re supposed to stand at attention facing the American flag with our right hands over our hearts. Persons in official uniform render military salutes. Hats should be removed unless part of a uniform or religious attire. Less known is the fact that these practices are prescribed by federal law.  The Flag Code in United States Code Title 4 Chapter 1 details proper behavior towards the American flag. While the Code was originally just a guide for flag etiquette created by the National Flag Conference in 1923, Congress made … Continue reading

How Is the Motion to Lay on the Table Misused?

For today’s blog on one of the most misused parliamentary motions (“to Table”), here’s a Q&A from Notes and Comments on Robert’s Rules of Order, Fourth Edition:   How is the motion to Lay on the Table misused? Because the motion to Lay on the Table is not debatable, requires only a majority vote, and has high precedence, members are too often tempted to use it to kill the main motion. This is an improper use of the motion to Lay on the Table and an example of railroading (see Robert’s 210, 215–16). If a member opposes a main motion, … Continue reading

Does the Chair Vote in the Event of a Tie?

In board and membership meetings you’ll sometimes hear the phrase that the chair gets to vote “in case of a tie vote.”  But is that accurate?  In short, no.  The chair only being permitted to vote in the event of a tie is not the general rule, would be unfair, and is not language found in any of the major parliamentary authorities, including Robert’s Rules of Order Newly Revised (11th Edition).  While a few state statutes and some bylaws have such language, that’s mostly due to a misunderstanding of common parliamentary practices.  So, what’s the general rule in Robert’s and … Continue reading

2015 Community Association Law Seminar Not Just for Lawyers!

A highlight for me each year is the national Community Association Law Seminar, sponsored by the Community Associations Institute (CAI) and the College of Community Association Lawyers (CCAL), which I serve as 2014 President.  Hands down the Law Seminar has the best speakers and programs of all the events I attend.  While there is an emphasis on law at the “Law” Seminar, the program is not just for attorneys.  Attendees include community association managers, bankers, other industry professionals and even homeowners.  An entire concurrent CE program is for insurance professionals who work with homeowner and condominium associations. Law Seminar Details … Continue reading

How to Chair a Convention or Large Membership Meeting

Most of the time, I seem to be advising boards on how to run less formal meetings.  That’s because the major parliamentary authorities, such as Robert’s Rules of Order Newly Revised (11th Edition) and The Standard Code of Parliamentary Procedure, recognize that boards with not more than about 12 members present can follow more relaxed procedures (and only be more formal if the circumstances require it).  For examples of smaller board procedure, see Board Procedures Versus a Membership Meeting or Convention. Even so, you will occasionally encounter larger meetings—homeowner or condominium membership meetings, conventions, church meetings, shareholder meetings, membership meetings … Continue reading

Unanimous Consent: Good Presiding Officers Use It!

Sure, you can use formal procedure to handle routine, noncontroversial matters in board and membership meetings.  But why would you? Let’s look at a typical meeting example: Chair: Is there a motion to approve the minutes? [uncomfortable silence, finally followed by] Member: I move to approve the minutes. Chair: Is there a second? [uncomfortable silence, finally followed by] Member: Second! Chair: It is moved and seconded to approve the minutes.  Is there any discussion? [no, there isn’t] Chair: The question is on the motion to approve the minutes.  Those in favor of approving the minutes, say ‘aye.’ . . . … Continue reading

Notes and Comments on Robert’s Rules Receives 2013 Phifer Award

Notes and Comments on Robert’s Rules of Order, Fourth Edition has received the 2013 Phifer Award from the Commission on American Parliamentary Practice (CAPP), an affiliate of the National Communication Association (NCA).  The Award recognizes distinguished scholarship in parliamentary procedure and was presented to authors Jon Ericson, Gaut Ragsdale and Jim Slaughter at NCA’s recent 99th annual convention in Washington, DC.  The Phifer Award is named for the late Gregg Phifer, a longtime professor of communication and instructor of parliamentary procedure at Florida State University. “While a surprise, the Phifer Award from CAPP is a great honor,” says co-author Jim … Continue reading

What Happens if You Lose Quorum During a Meeting?

My last blog concerned “What Happens if You Don’t Have Quorum at the Start of a Meeting?”  A related question is, “What happens if you start the meeting with a quorum, but lose it during the meeting?”  While the issue of quorum at the beginning of a meeting can be complicated, the issue of vanishing quorum can get downright confusing.  That’s because you can end at a different result depending your type of organization (nonprofit corporation, membership meeting, board, shareholder meeting, governmental body, HOA, condo association, etc.) and location (different states have different statutes). What is the Significance of Meeting Quorum … Continue reading

What Happens if You Don’t Have Quorum at the Beginning of a Meeting?

  Quorum is the minimum number of members who must be present at a meeting to transact business.  The requirement protects the organization by preventing a very small number of members from taking action on behalf of the entire organization.  While there are some exceptions (see below), no motions or votes should occur unless there is a quorum. What Is the Right Quorum? Quorum can be an absolute number (“five members of the board”) or a percentage (“20 percent of the votes in the condominium”) and is usually established in the governing documents, such as the constitution or bylaws.  However, … Continue reading

Should Annual Meetings Approve Minutes?

Like board meetings, an annual meeting of a nonprofit, condominium association, or homeowner association should keep accurate minutes.  After all, adopted minutes are the official record of actions taken at a meeting.  Well-written minutes may be the best proof of whether a proposal was adopted or the exact wording of a motion, possibly even years later.  (See “A Minutes on Meeting Minutes” for tips on best practices.)   Who Approves Annual Meeting Minutes? But who should vote to approve annual meeting minutes?  It’s not uncommon for such membership meetings to take up the minutes as an early item of business … Continue reading