Don Smaltz’s comments at the ArrowCreek Board meeting on April 14, 2015, were very rudely interrupted by rogue, disrespectful persons. Here is his intended presentation:
By Don Smaltz
Members of the Board, before I begin, let me tell you that I will be explaining why the opinion letter issued by Eva Segerblom on March 3, 2015 is incorrect, as a matter of fact and as a matter of law.
I will also tell you why it is important – to all ArrowCreek members – that the Board must follow the Roberts Rules of Order in conducting their Board meetings.
Therefore, I am requesting that my remarks not be limited by your 3-minute rule, but that I have at least 8 minutes to conclude these remarks.
1st: WHAT IS MY POINT?
The Board is currently following an unlawful set of procedural rules.
By a Resolution passed on November 1, 2011 the Board created its own special Parliamentary Rules of Procedure. That Resolution is unlawful, because the Board may not pass a Resolution which is in conflict with a By-Law passed by the members. A By-Law trumps any resolution by the Board. (Note Exhibit 1 – Board of Director’s Resolution Pertaining To Parliamentary Procedure)
2nd: WHAT IS THE AUTHORITY FOR MY STATEMENT THAT THE BOARD’S PROCEDURE IS UNLAWFUL?
The Bylaws for this Association were enacted May 9, 1997. Section 2.05 entitled Conduct of Meetings provided that the chairman: shall conduct each such meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or principles of procedure. ( Note Exhibit 2 – Section 205 of AHOA Bylaws dated 1997)
However, a year later – in June 1998 – By-Law 5.07 was passed by vote of the ACHOA members. It changed Rule Section 2.05 and required Robert’s Procedural govern stating “…all meetings of the Association shall be conducted in accordance with the procedural rules specified in the most current edition of Robert’s Rules of Order.”
(Note Exhibit 3 – Certificate OF First Amendment adding Section 5.07
[As recently as 5 months ago, Eva Segerblom’s office issued a legal opinion stating: the “By-Laws may be amended or repealed by approval of [a] majority of the regular members…” ]
3rd: WHY DOES IT MATTER WHAT PROCEDURE THE BOARD FOLLOWS?
The object of Robert’s Rules is to provide rules of procedure that permit the assembly to transact business legally and to control the conduct of its members in an orderly procedure, recognizing: that all members are equal; the right of the minority to be heard on questions; the right of the majority to govern, so that there is justice for all.
So these rules of procedure promote: Order, Equality, Rights of Minority to be heard, and Rights of Majority to govern.
Within the time constraints imposed by this Board, I will give you just two examples of the difference between the Board’s own rules and Robert’s Rules:
1. The 3-minute rule – No matter how important the subject, there is an arbitrary limit of 3 minutes for member comments. Robert’s Rules requires that a member have ample time to present a position, within reasonable limits.
2. A member has no right to have a motion placed on the agenda of a Board meeting. Robert’s Rules says any member may move to add an agenda item or propose any change to the agenda before the Board meeting.
FINALLY: WHY IS SEGERBLOM’S OPINION LETTER INCORRECT AS A MATTER OF FACT AND LAW? For at least three reasons:
1st: The opinion quotes Nevada Revised Statutes section 116.3106(2), which authorizes a Board to adopt its own rules “except as otherwise provided in the bylaws.” In our Association, there is a specific By-Law 5.07 mandating that the Board follow Robert’s Rules. She ignores it!
2nd: The opinion goes on to quote By-Law 2.05, but uses the language in the By-Law as it originally appeared on May 13, 1997. The opinion letter completely ignores the fact that, the next year, this provision was effectively repealed by 5.07 which requires that the Board follow the Robert’s Rules of Order.
3rd: the opinion attaches as authority a copy of page 486 of Robert’s Rules. However, that provision only authorizes a board to adopt its own special rules of order to the extent that those rules do not conflict with the Association’s rules, such as those in the By-Laws. (Exhibit 4 – Page 486 of Robert’s Rules of Order)