Robert’s Rules of Order IS for “Small Groups”

At the May 14, 2019 Board meeting, Andy Mowery brought up the use of Robert’s Rules of Order, which the Acting President had decided was unnecessary for our meetings. The reason: Because Robert’s Rules of Order isn’t for small groups.

The problem is, it actually is. In fact, there’s a whole section dedicated to the topic, along with some special rules for such groups. And, the Poudre Overlook HOA Board was oblivious to this. So, Andy wrote an email on the subject, and attempted to get the Board to agree to follow Robert’s Rules, including the suggestions for small groups.

Subsequent to this email, there has not been a legitimate Board meeting, as Maryann resigned, and Walker took over. Walker’s opposition (and ridicule) of Robert’s Rules is one of the bullying tactics that make it difficult for anyone else to know what has happened at meetings, what the real agenda is for future meetings, to have something Walker doesn’t want on the agenda, and, in general, to be able to discuss and vote on subjects Walker prefers not to address. It’s at the core of the dysfunction of the Poudre Overlook HOA Board of Directors.

Andrew Mowery <andrew.p.mowery@gmail.com>
To: Maryann Goyn <goynm@outlook.com>Cc: walker flanary <wgflanary@gmail.com>, Buck Hammond <buck.hammond@gmail.com>, Clay & Gloria Jones <joneswv@gmail.com>, Heather Phillips <purpleheather@ymail.com>, ben johnson <WindsorBen@gmail.com>

Hi Everyone!

At the May 14th Board meeting, I brought up the fact that our governing documents state that we “shall” conduct meetings using Robert’s Rules of Order (or some generally recognized parliamentary procedure). In response, Maryann and Walker suggested that these are not appropriate for use in small groups, or that they are only intended for use in large bodies.

I looked into this.

First of all, the requirement is stated in the Policy for Conducting Association Meetings dated Feb. 1, 2006. In section 4.2, it clearly states:
“Unless otherwise provided in the Association Documents, meetings of the Board shall be conducted in accordance with (a) Robert’s Rules of Order Newly Revised or (b) such other generally recognized rules of parliamentary procedure as may be adopted by Resolution of the Board.”
So, I then looked up information about the “Newly Revised” Robert’s Rules of Order, and found this:

“Robert’s Rules of Order Newly Revised, 11th editionsays on page 487, “some of the formality that is necessary in a large assembly would hinder business” in a small boards.”

And, this aligns with a point that Gloria made about the requirement to stand to be recognized, make a motion, etc. Well, it would appear that this is addressed, and I’ve attached a PDF that gives 7 bulletpointed topics that an organization, Jurassic Parliament, has analyzed for their agreement/disagreement with this section for Small Boards. So, to say that RROO cannot be used for Small Boards belies the fact that the book literally has addressed this. And, the point about remaining seated is clearly addressed:

“Members are required to obtain the floor before making motions or speaking, which they can do while seated.”

So, to raise the issue that our small (less than 12 persons) HOA Board, even though it is required with a “shall” requirement in it’s governing documents, cannot be burdened with the requirement because it is too cumbersome with such requirements as standing, is to ignore the black and white fact that this is actually addressed in the subject Rules of Order. In other words, it’s not a legitimate reason to ignore the requirement. And, no, the Board cannot just vote it’s way out of this. That would require an official change in Policy, and I would argue for different reasons that this is precisely necessary for our group.

One purpose of RROO is to prevent the use of meetings to prevent the “tyranny of the majority“, which is a commonly used phrase and not intended to personally insult anyone here. Click the link if you’ve not heard the phrase before. The point is, RROO ensures that the “minority shall be heard, and the absentee protected” (from the forward of most copies of the book. This means that the fact that a majority may feel one way doesn’t prevent minority views from both being aired and voted upon, but it also makes quite possible the ability to document the choices made by the Board for future review by future Boards, and more importantly, in our case, the Owners. 

My purpose in bringing this up is that it would appear that by insisting that we follow our governing documents on virtually any topic that some Board members finds inconvenient, there’s been an attempt to both push the issue out of meetings, or attempt to ensure that the opinions that form a side of a debate, are not recorded. In particular, the issue of when a member would like to have enforcement of the rules ON the Board or it’s Committees (or members of each). While this may be inconvenient, it’s the foundation of Order. If the Rules don’t apply to the Rulers, you literally will have tyranny, and it doesn’t have to be equated with hyperbolic images of dictators. Tyranny simply means what it says on the link:

“the majority of an electorate can and does place its own interests above, and at the expense of those in the minority.”

And, this gets to the fundamental problem that plagues our self-governing experiment. We seem to have some board members who are of the opinion that they cannot be inconvenienced with requirements that apply to them on one hand, but at the same time are advocating that some interpretation of fiduciary duty requires strict enforcement of rules on the Owners of this tiny little HOA subdivision on the other hand. For the simple fact that a Board has been elected, it’s been stated many times at our meetings, the Board has final say on all matters, and more importantly the majority of the Board has final say on all matters. While this is generally true, there are most certainly exceptions (Article IX Section 7, for instance), and there are absolutely means through both our governing documents, statutory requirements, and parliamentary procedure to give the minority rights to be heard. 

As some of you know, I’ve recently gone to India to support my friend Jay Galla in his re-election campaign to parliament to India. What some of you don’t know is that I’m also in a project that requires me to do research on parliamentary procedure, particularly as it applies to their current situation in which the majority has abused their power by using mechanisms with the control of the majority to disenfranchise the minority, as well as electors. It’s kind of a big deal. And, my friend Jay, is on course to become leader of the Opposition. So, use of parliamentary procedure to prevent having the majority avoid being confronted with their abuses (or more importantly held accountable for abuses). He’s been put IN JAIL for exercising his rights as an elected official – and I’d urge you to do your research before presuming that this in any way makes him a black hat or actual criminal.

In the course of the campaign, I met and had considerable time spent with many men and women who are in their 80s and 90s, and were active participants in the revolution against the British (who wrote Robert’s Rules of Order, by the way). Several of them were literally, physically, shoulder to shoulder with Gandhi. I met a man who is 96, who was one of those, and he met Gandhi when he was 11 in 1933, and was an actual “freedom fighter”. This man campaigned with us, walking door to door, in 105 degree heat. He has not missed an election in India his entire life, and no one could talk him out of it.

He told me about living in a small village. A few men dominated the whole village, and by controlling the governing bodies with a majority vote, they were able to force their opinions and will onto others. 

What he learned from Gandhi was to become informed about the rules that applied to them, and to confront them peacefully within the boundaries of such rules – including Robert’s Rules of Order. I saw hundreds of statutes of Gandhi in every city, village, and hamlet in the Guntur District of Andhra Pradesh. Every single one of them had him posed with a staff in one hand, and a book in the other. His approach to confronting the tyranny of the majority was to, at it’s heart, to be informed.

Back to our situation, the problem that we are on a perpetual merry-go-round, is that we have members who are repeatedly asserting themselves at our meetings as experts on the subject of HOA management. But, when we examine the claims (such as the fact that Robert’s Rules of Order can, in fact, be used for Small Boards, and there is explicit language detailing how to do so) and become knowledgeable, then we find out it’s not true, or that it’s only partially true. It’s been happening over and over for two boards in a row, and, unfortunately, there’s been no means to reason with those who advocate such positions.

In fact, when I’ve attempted to assert that we as a group have not been following our own rules, or that we need to check our proposed actions for compliance with statutes and governing documents BEFORE we take action,
I’ve been met with accusations about having an agenda, or I have some who have told me what my motives are. In fact, this is also addressed by the same Rules of Order.

Now, as much as I am advocating that the rules be applied equally to the Board and Committees as they are to Owners, I also have to use the same mirror of self-awareness to judge my own words, actions, and intentions. And, I will state for the record that my intention in joining the Board was as much about personal development and gaining skill sets as it was to ensure that no other Owners are abused by the Board (having experienced that myself) as well as the aspect of public service. But, this gets to something Keith was trying to do before he resigned: To define OUR PURPOSE.

I have heard repeatedly at meetings that our purpose is to project the home values in this neighborhood, and that this gets the fancy name of fiduciary duty. It’s true, that is one of the duties that is part of being part of the Board. But, it’s not the PURPOSE. The purpose should (and I’d  argue must) be bigger than that.

Here’s the thing: Again, referencing Jay, I had a discussion on the last day of the trip regarding purpose. He asked me mine, in relation to a business proposal I was considering. He kept asking me my purpose, and after a dozen answers he rejected, he gave me a book: The Amara Raja Way. Each and every employee (a five-figure number) has to read and take tests on this book as part of the training. And, the book makes clear that the group of companies has a purpose that is clearly stated. After that a vision, then values. Each employee, from CEO to janitor must be on board with this purpose, vision, and values, otherwise they don’t work there. And, more than that, if a supplier, or even a customer isn’t in alignment with the same, they don’t do business. EVEN IF IT”S PROFITABLE. 

The result – a hugely successful global group of companies that is quite profitable. Their purpose? 

“To transform our increasing spheres of influence and to improve the quality of life by building institutions that provide better access to better opportunities, goods and services to more people . . . all the time.”
If you’ll note, there’s nothing about profit to shareholders, or making money at all. Yet, they are, in fact, a very large and profitable group of businesses. It’s mostly in India, but, the fact that they have used their purpose and networked relationships with companies all over the world to promote the same purpose outward has resulted in a worldwide influence, not just in someplace you might dismiss as “far away” or “but that doesn’t work here”.

In fact, when I got back to the USA, I called up Ray Brown, who was on the Board of Amara Raja for over a decade. He was also on the Board of Johnson Controls for over 40 years. . I asked him how Jay and his father developed this “Way”, and, of course, there was a surprising answer. They borrowed the concept from Johnson Controls. Not the exact purpose – they developed that and their vision and values statements independently. The problem that Johnson Controls had to conquer was how to motivate management and employees to be united in the effort to deliver profit to shareholders without just using rules and coercion through those rules to keep everyone in line (negative approach). They found that when you only had consistency through having managers who demanded everyone see things their way, you ended up with both rebellion, but also apathy and demoralization. If that manager left, a new manager would then institute their own interpretation of how to get to profit, and so the whole thing would zig-zag through the personalities of managers. A form of chaos.

Johnson Controls found ways to institutionalize their purpose, vision, and values by having an inclusive process. They ended up with something different than Amara Raja, and that’s the point. Institutionalization of these things doesn’t mean it’s a cookie-cutter approach – quite the opposite. It means that the means of stopping differences of opinion from becoming corrosive is to ensure that purpose trumps everything. The vision is looking forward decades, and the values applies to how things are evaluated and decided upon. Much further down the line are strategic and operational plans, which is precisely the location of the goal of profit and delivering value to shareholders belongs. And, by putting purpose first, you can have changes in leadership that may affect operational or strategic plans, but the organization as a whole continues with consistency. 

The only means of consistency was to INSTITUTIONALIZE the purpose, vision, and values, and insist that all who joined in the effort, as well as those who were outside of their control, but within their influence, were in alignment. Alignment isn’t rigid, meaning you can’t be different in any way (identical). It means you are mostly in agreement on most things. You are aligned on the bigger overall purpose, even though you may differ on details. This is how rivalry can be used to build up vs. break up an organization.

Coming back to our HOA, we are at a crossroads here. We rejected an HOA Management company because they, along with the Board that controlled them, abused some of our Owners. In it’s place, the Owners chose a path of self-governance as a solution to that problem. But, because the individuals who volunteered each have their own ideas on how an HOA should be managed, we end up with a zig-zagging direction that changes with each change in leaders as well as majorities on the Board. And, from my observation, there’s a concerted effort by some to use calculated approaches to utilizing the majority, even if it’s temporary due to the members at a particular meeting, to try to cement their approach through use of multi-year terms to achieve the goal of “consistency”. 
This will fail, every time. Even with luck. 

If the simple fact that the numbers change, the HOA changes, that is a recipe for endless battles for control of the Board. And, after many reviews of HOA horror stories, it’s the foundation of all of these stories. 

Keith tried to set us on the right course by getting us to focus on our purpose (although I think he called it a mission statement). It made the minutes, but the moment he resigned, it was discarded as rubbish. Not even another discussion at a meeting (we’ve had 3 since). I think this was a very large mistake. Without setting this in place, not only for when we are serving, but to create an institution that continues well past our own terms of service, then any one of us who thinks they are accomplishing something should see this as an example. All of our work can be instantly made into a waste of time by simple majority vote. It’s self-defeating, demoralizing, and the catalyst for conflict that leads to the horror story outcomes we are all well-aware of. 

If we don’t have a purpose beyond fiduciary duty, we will create a community of people who have a minority who feels oppressed. That minority may swing like a pendulum between one minority and another, but if you all can’t take an honest look in the mirror and realize that is exactly what’s already happened, then I’d argue that you may not, in fact, be looking beyond your own self-interest. If you think that being the champion of fiduciary duty without consideration for other duties, other purposes, other visions, and other values, then you are almost certainly going to leave some minority feeling like they weren’t heard or included. You cannot say (out lout, in particular) that the Board RULES, and that Owners have no say in between annual votes because they already decided. That’s literally the opposite of what our governing documents, and Robert’s Rules of Order require. While the Board may decide by majority votes, their decisions are required to be IMPARTIAL to their own views. The views of the community are tantamount. And, because fidiciary duty is merely one of many considerations, the reason why an HOA is both a business and government is because it is allowed legally to use the Business Judgement Rule to justify it’s positions vs. being judged purely on the fiduciary duty aspect.

Making even a minority miserable so that everyone enjoys a potential 2-6% of value on their homes is a terrible purpose. Yet, this is the often-repeated reason why HOAs fail. The purpose, if executed correctly, along with vision and values, delivers precisely that fiduciary outcome because it’s the only means of people rationalizing the setting aside of their wants for the greater good. It’s much easier when there is a purpose that everyone agrees upon – and that may, in fact, be hard to articulate initially. But, just because it’s hard doesn’t mean it shouldn’t be done. In fact, I’d say it’s actually necessary at this point.

So, bringing this all back to the point about Robert’s Rules of Order, as I have attempted to bring up the fact that the Board and it’s ACC/CCR Committees did, in fact, violate state statutes and our governing documents in 2018, and now 2019, I’ve repeatedly had both at meetings and in emails, several attempts to assign motivations to my actions. In fact, RROO addresses this.

I found this document regarding a Code of Conduct, which I do not see articulated in our governing documents in a clarified way. 
https://rayassoc.com/site/userfiles/Coherent-Governance-Policies.pdf
To build trust among members and to ensure an environment conducive to effective governance, members will:

a. focus on issues rather than personalities 
b. respect decisions of the full board 
c. exercise honesty in all written and interpersonal interaction, never intentionally misleading or misinforming each other, checking out assumptions and not assigning motives or agendas. 
d. criticize privately, praise publicly 
e. make every reasonable effort to protect the integrity and promote the positive image of the board and one another through open, honest and transparent dialog with each other, the district and the community 
f. never embarrass each other or the district g. practice active listening, hearing people out and extending equal voice h. not monopolize the conversation i. use respectful body language j. exercise integrity in making decisions based upon students’ best interest 
k. agree to disagree agreeably 
l. inform other members and the superintendent of significant and politically sensitive media contacts.

It’s just an example, but I’ve emphasized the fact that, if you look at many examples of Code of Conduct in groups, there are similar approaches to tamping down what is going in our organization. Again, having a Code of Conduct is the means of institutionalizing how interactions by email, meeting, or any interaction should be considered. 

Am I guilty of these infractions? Yes. That’s called honest self-reflection. I look at that list and realize that some of you may feel offended by things I have said or written, which is not my intention. However, my commitment has been and continues to be to use this public service as a means for self-improvement.

And, this is what concerns me. After a contentious meeting in November, I was walking down he street with a  Board member who didn’t like that I said we had to use the Business Judgment Rule to judge whether we were or were not creating legal liability regarding fiduciary duty. That, in turn, required understanding how the Courts in Colorado had judged this matter, and that meant reading articles and even case opinions so that we understood the boundaries. He responded that if he had to “read a bunch of legal stuff” to be on the Board, he wasn’t interested in being on such a Board. He literally said he refused to take the time to become fully informed.

Ever since that interaction, I’ve noted who is literally saying that they are being “driven crazy” by my repeatedly insisting that we follow the rules ourselves vs. those who may initially say “I don’t agree”, but then actually take the time to read the information that they should be seeking out for their own personal development on their own, but who appreciate the other board members who inform them. In the end, they sometimes change their mind and agree a valid point has been raised. Other times they continue to disagree, and provide themselves the citations of articles, laws, or governing document citations that substantiate their decision. There’s yet others who dig in their heels and simply say YOU are wrong. YOUR interpretation of the law is wrong (even if it’s citing others who are legal professionals who are advocating a position). And, they seldom back up their position with anything other than a form of superiority through expertise or experience

We have to stop this. And, the only means of doing this without creating our own HOA horror story  is by following Robert’s Rules of Order. It’s the foundation of protecting all minorities, now or in the future. It’s the only way that the best interests of the community aren’t simply voted out by a majority who puts their personal opinions or self-interests first. Even if that is nothing more than ego or pride. Public service requires humility, but doesn’t necessitate humiliation. 

And, when there are people who have such thin skin that they can’t ever take criticism are in charge, holding them accountable with the rules that apply to them is difficult. I want to make abundantly clear that efforts to get us to look at past violations by the Board or Committees of statutes or the governing documents isn’t intended to embarrass or humiliate anyone. All anyone has to do is say “I am sorry, that was a mistake”, and we can move forward. What I am getting in response to the subjects I am attempting to bring up at Board meetings is a combination of maneuvers to push the subjects off the agenda, restrict or end their discussion prematurely, or to table urgent matters without a vote. Combined with accusations that assign motives and agendas, it’s created a tension that is unnecessary – if we could simply admit we were wrong, and when necessary, publicly document and note the wrongdoing, apologize to the people who received the wrongdoing, and set a policy and agenda going forward that avoids repeating the wrongdoing. 

It’s the resistance to any of these steps in favor of solely “moving forward’ and “burying the hatchet” that is the issue. You can’t run people over with a truck and then claim it was their fault for getting in the way – and, oh, by the way, stop complaining and bury the hatchet when the driver of the truck refuses to take any responsibility. We have to look at our past actions honestly, and, if there’s resistance, Robert’s Rules of Order provide the path to ensure that even a majority can’t abuse the power of a majority vote to sweep it under the rug.

I hope some of you actually read this. I doubt, at this point, even one of you will dare to write back at this point. But, since motives and agendas are being assigned to me, I prefer to document mine in full before my actions are judged otherwise. I intend to push for institutionalized consistency by using the procedures in Robert’s Rules of Order to fully examine our past actions so that we can move forward in a deliberate way to ensure that no other Owners are denied their rights to appeals/mediation/hearings because of uninformed approaches to governance. That is my purpose in taking actions – and I will not accept anyone’s fantasies about how this purpose delivers personal gain over the interests of the community.

I think it would be best if we started with defining our purpose, as Keith had tried to get us to do. I will be making motions to put that on the record. If you wish to defeat such a measure on the record, so be it. But, Robert’s Rules of Order define the process for making sure the Owners know that at least someone tried. And, the majority is free to live with defeating such a measure, and the appearances that come along with that. 

From this point forward, I do not believe there should be any argument. We must follow our Policy, and we must use Robert’s Rules of Order. I will make a motion at the next meeting, if we can’t come to an agreement between now and then. I will also recommend that we create a Code of Conduct similar to the aforementioned link and list above. We clearly need this in place as we enter into a period of time in which there is contention about our direction in Enforcement of Rules, and consideration of other matters. 

Sincerely,

Andy