Boards of directors and community managers for HOAs know how important, but also challenging, it can be to conduct meetings in an efficient and orderly manner to accommodate all the business that needs to be discussed. If you have served on the board of directors for an HOA, you also likely have some experience with the principles of parliamentary procedure set forth in Robert’s Rules of Order, even if you did not know the work by its name. On the other hand, some HOAs’ bylaws specifically reference Robert’s Rules of Order as the framework by which meetings will be conducted.
This article is intended as an introduction to Robert’s Rules of Order and how your HOA may apply them.
Henry M. Robert’s interest in parliamentary law was inspired by his military duties in 1863 which required him to preside over a meeting in Massachusetts said to have concerned the defense of a city during the Civil War. Unfortunately for Mr. Robert, he did not know how to preside over such a meeting, even remarking that his “embarrassment was supreme,” and that he would “never attend another meeting until he knew something of … parliamentary law.” The meeting was said to have lasted fourteen hours.[1] His first edition of Robert’s Rules of Order would be published in 1876, and its numerous subsequent editions have been a profound influence on the procedure of meetings and assemblies in various settings, to include HOAs.
If your HOA’s governing documents provide that meetings or other business is to be conducted in accordance with Robert’s Rules of Order (hereinafter, “Robert’s Rules”), then it is important for directors to be familiar with the procedures set forth therein. Robert’s Rules not only addresses procedure for when and who may speak at a meeting, but also the procedures for motions, nominations, and discharging the assembly, just to name a few. HOAs with governing documents requiring meetings to be conducted pursuant to Robert’s Rules should therefore be careful to comply so as not to invite an unnecessary challenge to corporate actions based on the failure to comply with these procedures.
Even if your HOA’s governing documents do not expressly require meetings to be conducted pursuant to Robert’s Rules, you may still benefit from familiarity with them.
As HOA meetings are generally governed by the board of directors, boards may find procedures set forth in Robert’s Rules helpful in managing large meetings and ensuring appropriate business is conducted without the meeting “going off the rails.” One potentially helpful provision to be included in HOA bylaws in the drafting process or by amendment is an express provision that the conduct of meetings is to be governed by the board of directors, but even when a board may have great flexibility in setting the procedure of a meeting, it is advisable to be familiar with parliamentary rules such as Robert’s Rules for not only an understanding of efficient management of a meeting, but also for a helpful reference point as to the reasonableness of various procedures.
Of course, this is in no way intended to be an exhaustive discussion of the conduct of HOA meetings.
Your HOA’s specific governing documents as well as state statutes will also set forth procedural requirements for the conducting of business, although as Henry M. Robert opined, “It is difficult to find another branch of knowledge where a small amount of study produces such great results in increased efficiency in a country where the people rule, as in parliamentary law.”[2]
Our attorneys at McCabe, Trotter & Beverly, P.C. are experienced and well-equipped to answer questions and to discuss issues you may have regarding parliamentary procedure and the conduct of HOA meetings. Please contact us at (803)-724-5000 for further information.
By Torin Asbill.
McCabe, Trotter & Beverly, P.C. blogs and other content are for educational and informational purposes only. This is not legal advice and does not create an attorney/client relationship between McCabe, Trotter & Beverly, P.C. and readers. Readers should consult an attorney to understand how this information relates to their personal situation and circumstances. You should not use McCabe, Trotter & Beverly, P.C. blogs or content as a substitute for legal advice from a licensed attorney.
[1] RONR (12th ed.) xxxix.
[2] RONR (12th ed.).