Robert's
Rules of Order and Association Meetings
written for
condolawyers.com by: Jeffrey A. Goldberg
We often receive questions regarding the applicability of
Robert's Rules of Order to condominiums, homeowners' associations and
residential co-operative organizations. This article will briefly respond to
some of these questions.
1.
Does our Association have to follow Robert's Rules?
In the absence of a specific procedure set forth in the
bylaws of an organization, Robert's Rules should be considered the default
procedure as a matter of common law. In
addition, many organization's bylaws specifically adopt Robert's Rules for
meetings of the organization.
Like most other areas of law, the answer is not quite
that simple.
First of all, one must distinguish between meetings of
the board of directors and meetings of the owners.
The board usually meets once a month and conducts the day-to-day business
and decision-making on behalf of the Association.
The members typically meet once per year to elect the board, and it is
rare for the members to actually discuss or vote on issues.
Robert's Rules is therefore probably not needed.
Another consideration is that parliamentary procedure is
designed to facilitate (fairly and orderly) the difficult process of group
decision-making, where there are a large number of persons voting with a variety
of opposing interests. In other
words, Robert's Rules apply mostly to large decision-making bodies such as a
legislature, or a corporation whose members retain a certain amount of authority
to vote on matters facing the organization. Its application to Associations sometimes does not work well
because Associations are operated by an elected board while the individual
members have no authority to decide issues or vote on pending matters.
For the most part, Robert's Rules would not facilitate
discussions at board meetings, although business to be conducted at an owner's
meeting may require such procedures. Some
aspects of Robert's Rules may be helpful in a board setting but others would
not. To the extent that application of Robert's Rules would be inconsistent with
the purposes of an Association or interfere with the ability of the Association
to conduct its activities, it is doubtful that a court would require that the
Association comply with its provisions. This
is especially true because Robert's Rules themselves call for relaxation of its
rigid requirements when necessary or appropriate.
Thus,
Robert's Rules of Order will have general application only but may not apply in
every situation. The use of
any rule of procedure is subject to other principles of law, and especially the
express requirements of the bylaws and applicable statutes.
Due to the complexity of Robert's Rules, we have
recommended that Associations consider adopting these simplified Rules
of Order for Association Boards.
Although we believe that Robert's Rules may be too
complex for condominiums, homeowners' associations, and residential co-operative
organizations, it should be noted that the general principles established in
Robert's Rules of Order for the role of the Chair and the general standards of
conduct are valid and probably will be binding upon the Association.
The purpose of Robert's Rules is to establish a system of order with both
control by the majority and fairness to the minority interest groups (or
viewpoints) within an organization, and
it is a matter of utmost importance to the proper functioning of the Association
that they be followed.
The Chair has a duty to not to impose his or will upon
the organization. The purpose of
the Chair is to preserve order and decorum during deliberations, to restrain the
members engaged in debate, and to sub-serve the will of the majority of the
meeting participants while permitting the minority (viewpoints) a reasonable
opportunity to be heard. The Chair
must not permit anyone to obstruct the business of the Association, and the
Chair of his or her own accord, must avoid obstructing debate of those with whom
the Chair might disagree. The
reason why the Chair is supposed to avoid partisan debate and exercise his or
her vote is to strengthen the ability of the Chair to
preserve order. While an
Association board member has a duty to engage in debate and vote, that does not
mean the Chair should abuse that position by squelching the legitimate right of
other members to be heard and to carry out the wishes of a majority of the
participants.
An Association's board must carry forward the business of
the Association for the benefit of the owners in an orderly manner.
The board should take whatever action is necessary to avoid disorder or
deadlock, and to make sure that the owners are well-represented.
Following procedures such as Robert's Rules may be needed for the board
to meet this duty.
2. Does the Association president have the right to
speak to pending motions and to vote in cases where there is no tie vote?
The president of an Association is the presiding officer
and chief executive officer of the Association. Because older versions of Robert's Rules of Order placed
limitations upon the presiding officer (the "Chair") to remain neutral
regarding a motion on the floor and to refrain from voting except in the case of
a tie, it is commonly believed that an association president also has limited
voting rights and may not even speak to the merits of a pending motion
It should be noted that the revised edition of Robert's
Rules does make a distinction between board meetings and meetings of the
members. It also specifically
allows a board president to discuss and to vote upon matters before the board.
Moreover, in most Associations, the president is elected
from among the board of directors. Therefore,
any rule that limited the right and duty of a condominium director to vote
probably would not be valid.
Members of a board of directors of an Association have a
corporate fiduciary duty, in that they must exercise the care that an
ordinarily prudent person would exercise under the same or similar circumstances
when managing the affairs of the Association.
Therefore, all elected directors must meet their duties
of care and loyalty to the corporation and its members by exercising business
judgment in managing and carrying out the affairs of the corporation.
That means that the directors must make informed business decisions in
good faith. This duty to make
business decisions cannot be delegated (and for this reason no director can
exercise a board vote by proxy) and cannot be waived.
Since an elected director has a duty to make a decision, it would not be
valid to restrict or limit the director from being fully informed, voicing his
or her opinion, and voting on the conduct of the corporation's business.
However, even if we were to assume that the Association
must operate under such restrictions, as a practical matter it really would not
necessarily deprive the president from his or her vote.
Under older versions of Robert's Rules, the Chair may vote whenever his
or her vote will affect the outcome. If
the vote on a motion is tied, then the motion fails and is defeated unless the
Chair votes in the affirmative. When
the Chair's negative vote would result in a tie, the Chair may vote to create a
tie (thus defeating the motion). Also,
under Robert's Rules, the Chair may participate and exercise his or her
membership rights and votes during balloting (to vote for directors or officers,
for example). Hence, Robert's Rules
in a practical sense only deprives the Chair from his or her vote when it does
not make any difference.
3. In Robert's Rules, the decisions are made by the
members of an organization. Why
doesn't an Association board allow the members to vote on issues that face our
Association?
This is a common question which illustrates a basic
misunderstanding about the structure of an Association.
In a typical homeowners' association, the individual owners have very
limited rights. They have the power
to elect the board, and they have some rights under the law regarding mergers,
dissolution of the corporation, changes to the Association's governing
documents, and other types of major decisions as provided by applicable law.
The major decision-making authority vests with the elected board of
directors. Therefore, even where
Robert's Rules may apply, the members will not have the right to vote on the day
to day business decisions of the Association.
