Excuse me while I step in it, but what’s the deal with Roberts Rules of Order?  I am regularly asked that question and often times in meetings board members and homeowners look to me for parliamentary citations.

I’m a lawyer, not a parliamentarian, and as legalities go in the HOA/Condo world, there are few statutes or laws that require HOA and Condo boards to follow the Rules (notice the royal capital “R”) or any special meeting procedure. There are even fewer CC&Rs and bylaws that even mention the late great Major Henry Martyn Robert, III.

Arizona’s state laws and regulations do require proper notice and do allow homeowner participation at board meetings, and HOA and Condo CC&Rs and bylaws do sometimes require certain meeting procedures.  But rare are the documents that actually mandate that a board use Roberts Rules when conducting regular board meetings.   Therefore, in most communities, the religious use of Roberts Rules becomes a hindrance, not a help, when conducting productive, orderly and legal meetings.

Don’t misunderstand, conducting meetings in an orderly manner is essential to good association governance.  But parliamentary zealots and boards who buy into the good book are what make some association meetings unbearably long, unproductive, and boring.  Here are a couple of salient points about why I always encourage orderly meetings but think that Robert’s Rules may not really be helpful at regular meetings of an HOA/Condo board.

1.    Robert’s Rules were not really written for a small assembly of 3, 5 or 7 board members.  Other than the annual or special membership meeting, most association meetings happen at the board level.  Oftentimes, there are only a handful of homeowners in attendance.  Even when there are hundreds at a board meeting, the board meeting is still a small assembly as only the board may vote (some state laws allow member comment and participation).  Even Robert’s Rules recognize the need to relax the Rules in smaller assemblies.

2.  Let the Board President vote already.  In large assemblies, Robert’s Rules make it clear that the presiding officer must appear impartial and vote only if there assembly is divided on a decision.  This isn’t the United States Senate or corporate shareholder meeting,  and in HOAs and Condos, a board president is a director and an officer.  The bylaws may require the board president to conduct the meetings, but I would argue that board president  who does not vote is teetering on a breaching of duty to the association.  At the very least, the board president that won’t commit to voice her vote has violated the trust and confidence of her neighbors  who voted for her.

3.  Robert’s Rules do not trump the Bylaws.  In Arizona, the law recognizes that bylaws are a contract.  If the bylaws are silent about using Roberts Rules, Roberts Rules cannot be used to “suspend” or otherwise alter association’s bylaws on issues related to voting, board vacancies and proxies.  And, watch out for the fervent parliamentarian that pushes Robert’s procedures and ignores state laws.  In Arizona, for example, there is no longer proxy voting in planned community and condominium elections.  Robert’s Rules cannot be used to override state legislative action.

Doing away with Robert’s Rules and conducting a meeting in an orderly manner should be the key.  Good preparation (making an agenda), good communication, compliance with the law, and having one board member preside over the discussion should be sufficient for the board to have good deliberation and to make good decisions.  An HOA or Condo board of three shouldn’t need a 208 page book to discuss and vote on a $500 landscape irrigation system repair.

Blog entry adjourned.

This entry was posted on Friday, February 26th, 2010 at 9:33 am and is filed under Uncategorized. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.