Rules of order “Any
Member introducing or causing to be introduced a dog into the Society's
premises shall be liable to a fine of £5 inflicted by the
Treasurer. Any animal leading a blind person shall be deemed to
be a cat. Any animal entering on Police business shall be deemed
to be a wombat.” —Rule 50, The Oxford Union Society,
February 2001
We will conduct this meeting according
to Robert's Rules of Order and if necessary
the Marquis of Queensbury's Rules.
All organizations need to
follow a set of standard rules at
board and
membership meetings. This is true for organizations as diverse as our
federal parliament, municipal councils, publicly traded
companies, charity organizations, church groups, trade unions and
motorcycle clubs.
One of the first things that a condo board needs to do is decide is
what set of rules the organization will follow. Government regulations
typically do not prescribe what specific rules should be used in
corporate meetings just that they shall be conducted in accordance with
a recognized system of parliamentary procedure.
Roberts
Rules of Order “Robert's
'Rules of Order' are the rules of a fight; they are intended to prevent
unfair advantage and to give the minority a fighting chance.” —H. S. Elliott
Robert's Rules of Order was first written by Brig. Gen. Henry Martyn
Robert over a hundred years ago. It contains rules of order intended to
be adopted as a parliamentary authority for use by a deliberative
assembly.
The author's interest in parliamentary procedure began in 1863 when he
was chosen to preside over a church meeting and felt that he did not
have the necessary knowledge of proper procedure. In his later work as
an active member of several organizations, he discovered that members
from different areas of the country had very different views regarding
what the proper parliamentary rules were. He eventually became
convinced of the need for a manual on the subject, one which
would enable many organizations to adopt the same set of rules.
A number of changes have been made to recent editions, such as
provisions dealing with video conferences, teleconferences and email.
Currently in its eleventh edition and published under the name Robert's
Rules of Order Newly Revised, it is the most widely used parliamentary
authority in the United States and Canada.
Robert's Rules has a lot of advantages. It is ideal for meetings that
are called to make or approve decisions that effect all of the members
or owners. Many people are familiar with Robert's rules because they
are used by so many organizations. Many organizations, such as trade
unions, run training courses so their members will be familiar with
Robert's Rules.
Finally almost all book stores and many organizations sell inexpensive
and easy to understand copies of Robert's Rules so it is readily
accessible to everyone.
Opposition
to Robert's Rules
Robert's Rules was designed to give equal voice to all in attendance so
that the issues get a fair hearing before being voted on. Corporate
management of publicly traded companies are not comfortable with this.
Business
opposition
Donald A. Tortorice's The Modern Rules of Order is a parliamentary
manual for use in the American corporate world. He stresses that the
chair should have leeway in how he controls the meetings.
His book includes statements such as "Procedural measures are no
substitute for leadership" and "A principal element of these rules is
to place the requisite authority in the hands of the chair to lead the
meeting through its business, using these rules as a guide to what
should be done and not as an unyielding mandate as to what must be
done."
However, he does note that the motion to appeal a decision of the chair
or to declare the chair vacant and elect a new chair remains procedural
safeguards to prevent abuses by the chair.
Lawyers'
opposition
The American Bar Association Handbook recommends the abolition of
parliamentary procedure at shareholder meetings and the strong
concentration of authority in the meeting chair, subject to a fairness
standard of conduct.
The lawyers find Roberts' Rules as inappropriate for several reasons.
First, Robert's and other rules of parliamentary procedure are so
complicated that a typical stockholder is unlikely to understand, or
become well versed in, their operation.
Secondly, Roberts' Rules are not well suited to situations in which
management has already solicited sufficient proxies to control the
outcome of all decisions being made at the meeting.
Roberts' Rules were designed for decision making assemblies in which
each member has an equal vote. As a consequence, Roberts' Rules are not
well suited to stockholders' meetings where each person's opinion or
vote has a different weight depending on the number of shares that
person owns. (This objection does not apply to condo corporations.)
Canadian
condo
lawyers
Many condo corporations in Ontario use Robert's Rules of Order. Not
surprisingly, many condo lawyers urge condominiums to use
Nathan's Rules, a set of rules written by a Canadian lawyer for use in
corporate settings.
Some lawyers, hired by condo corporations to chair their AGMs, will
state at the beginning of the meeting that he or she will be using
Nathan's
Rules while many don't say what rules they are using.
Note:
Weinberg's Rules is now published as "Nathan's Company Meetings". It is
now in its 10th edition.
My
preference
I prefer Nathan's
rules. They are written in clear and precise prose and most owners
should have no problem understanding them.
Unfortunately, the $147.92 price per copy, plus HST and shipping,
puts Nathan's Rules out of reach of most individual condominium owners.
What
do the courts say
The
courts are silent on which set of meeting rules are used. However, the
case of People v. Albany & Susquehanna R.R. (United States)
established that a corporate election will be set aside if a faction of
shareholders conducted the meeting in a manner that bore the appearance
of "trick, secrecy or fraud."
Other court cases have further limited the power of the chair, noting,
for instance, that the chair cannot adjourn a meeting, even in the
absence of a quorum, without a vote of the assembly. The principles of
majority rule must be followed and cannot be abrogated by the chair.
