Parliamentary Procedure Blog

Learn more about Robert's Rules of Order and parliamentary procedure. Click a link below to read recent articles or visit all parliamentary law blog posts at Law Firm Carolinas.

• Who Was Robert and Why Do his Rules Rule?

  Originally appeared as Who Was Robert and Why Do his Rules Rule? from the May 23, 2023 Presbyterian Outlook. As an attorney and professional parliamentarian, I’m sometimes asked, “Who was Robert and why do his rules rule?” It’s a timely question. Henry Martyn Robert, the original author of Robert’ Rule of Order, died 100 years ago on May 11, 1923. Since that time, versions of his parliamentary manual have come to dominate meetings. While other parliamentary manuals are available, Robert’s Rules of Order is the 800-pound gorilla of the parliamentary world. It is the most popular and easiest-to-locate book on meeting procedure. Most … Continue reading →

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• Jim Slaughter Receives Lifetime Contribution Award for Association Work

  Law Firm Carolinas’ partner Jim Slaughter received the Don Buck Lifetime Contribution Award at the recent 2024 Community Association Law Seminar in Las Vegas. The award recognizes attorneys who have demonstrated exceptional commitment to the community association industry. Jim is a past President of the national College of Community Association Lawyers as well as the North Carolina Chapter of the Community Associations Institute. He has written four books on association meeting procedure, including the recent Robert’s Rules of Order Fast Track. Here’s a recent announcement from the Community Associations Institute on the Award. Jim Slaughter presented with the Don Buck … Continue reading →

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• Why the Chair Never Asks “Is There Any Old Business?” (HINT: Because There’s No Such Thing)

  At some point in some board meeting, you’re like to hear a presiding officer ask, “Is there any Old Business?” and wait for a reply. It’s intended as an opportunity for members to raise issue that were addressed at an earlier meeting. The problem with this question is twofold: THERE’S NO SUCH THING AS “OLD BUSINESS“ Whether your parliamentary authority is Robert’s Rules of Order Newly Revised (12th Edition) or some other parliamentary manual, there’s no category of business named “Old Business.” The proper term for business that carries over from the prior meeting is “Unfinished Business.” The difference is … Continue reading →

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• Taylor Swift and Robert’s Rules?

  What do Taylor Swift and Robert’s Rules of Order have in common? Likely not much. However, both were highlighted in the “Top Ten 2023 Outlook Stories” from The Presbyterian Outlook, the magazine of the Presbyterian Church (USA). “What Taylor Swift’s Eras Tour Taught Me about Church” made the list. So did “Who Was Robert and Why Do His Rules Rule?” If you’re curious, the list and full articles can be found at Top 10 Outlook Stories of 2023. Want to learn more about Robert’s Rules of Order and proper meeting procedure? Then check out my two most recent books! Both … Continue reading →

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• New Release: AIP Standard Code of Parliamentary Procedure, SECOND Edition

  If your organization follows The Standard Code of Parliamentary Procedure (often referred to as “Sturgis”), or the AIP Standard Code of Parliamentary Procedure, or you simply want to learn more about parliamentary practices at meetings, there’s a new book to check out: the American Institute of Parliamentarians Standard Code of Parliamentary Procedure, Second Edition. Stay with me here for some necessary background– Originally by Alice Sturgis, The Standard Code of Parliamentary Procedure was first released in 1950 as a simpler alternative to the Robert’s Rules of Order of its time. The Standard Code had fewer motions, updated archaic terms, modernized … Continue reading →

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• 5 Law Firm Carolinas Attorneys Recognized in The Best Lawyers in America

  Five attorneys at Law Firm Carolinas have been named to the 2024 Edition of The Best Lawyers in America. Carole Albright, who is a Board Certified Specialist in Family Law, has been recognized in the practice of Family Law. Keith Black, who is a Board Certified Specialist in Family Law, has been recognized in the practices of Family Law and Family Law Mediation. Steven Black, who is a Board Certified Specialist in Residential Real Estate, has been recognized in the practice of Real Estate Law and Community Association (HOA and condo) Law. Jim Slaughter has been recognized in the practices … Continue reading →

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• Parliamentarian Pro Tips: Assisting Large Meetings

  Large annual meetings and conventions create special demands on the parliamentarian. For example, numerous business items may move very quickly with lightning speed. The large audience and attendees milling about make it difficult to see who wishes to be recognized to speak. Votes by voice or even standing can be hard to judge, and the organization may not have electronic voting capabilities. Larger crowds gathered in one place create problems that are not present in smaller board or membership meetings. That said, Robert’s Rules of Order Newly Revised and other parliamentary manuals tend to focus more on meeting procedure than … Continue reading →

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• Can Boards Make Decisions By Email?

  Recently, a question came up on a national nonprofit list serve about whether boards can and/or should make decisions through unanimous consent by email. Here was my response.   “Since this is a national question and I’m only licensed in North Carolina, what follows is not specific legal advice. Instead, let me provide a general discussion based on my many years of assisting boards as a parliamentarian and attorney. Most states have adopted some version of the model Nonprofit Corporation Act from the American Bar Association. The most recent is the Fourth Edition, but few states have moved to that. Membership … Continue reading →

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• Meister, Slaughter & Marshall Recognized

  Law Firm Carolinas Partner Adam Marshall was a presenter at the Community Association Institute’s (CAI) 2023 Annual Conference in Dallas, Texas. The conference was attended by over 2,600 community managers, homeowner board members, leaders and business partners from 44 states and 10 countries. Marshall and Augustus Shaw, IV, Esq. of Arizona, presented on “Navigating Board Officer Responsibilities and Avoiding Conflict.” Marshall was also recently appointed by the Greensboro City Council to the Greensboro ABC (Alcohol Beverage Control) Board. Marshall has previously served on the Greensboro Human Relations Commission and Greensboro Board of Adjustment as well as Chair of the Greensboro Zoning Commission and … Continue reading →

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• NC Bar Journal Article on Meeting Procedure & Robert’s Rules of Order

  In case it’s of interest, the article “Robert’s Rules of Order: An Interview” appears in the most recent NC State Bar Journal (Spring 2023). The article, by Executive Director Alice Neece Mine, covers what lawyers should know about meeting procedure, why Robert’s is still relevant today, changes in the new Robert’s, virtual and hybrid meeting procedures, common mistakes about meeting procedure, tips for keeping meetings short and productive, and more. As a reminder, both the NC Planned Community Act and NC Condominium Act require that unless otherwise provided in the bylaws, association and board meetings must “be conducted in accordance … Continue reading →

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• Comparing Robert’s Rules of Order Original Versus Current Editions

  Today (February 19) is the 147th anniversary of the publication of the first edition of Robert’s Rules of Order by S. C. Griggs and Company in Chicago. This photograph compares the original edition with the most recent Robert’s Rules of Order Newly Revised (12th Edition). A few differences between the original and current:

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• Parliamentary Lawyers Program – RECORDING

  Due to the strong interest in last week’s “Author Chat,” the American College of Parliamentary Lawyers has made the recorded program available online. The free program includes a discussion of my latest books, changes in the new Robert’s Rules of Order, different parliamentary manuals (and why they are important), parliamentarians, some parliamentary history, and more.  The program can be found at:ACPL Author Chat with Jim Slaughter A copy of the original announcement follows. ACPL Educational Webinar – “Author Chat with Attorney & Parliamentarian Jim Slaughter” The American College of Parliamentary Lawyers is hosting our first free educational webinar for any … Continue reading →

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• Parliamentary Authorities: Robert’s Rules of Order vs Sturgis vs The AIP Standard Code

  In my work as an attorney, Professional Registered Parliamentarian, and Certified Professional Parliamentarian-Teacher, I work with quite a few different parliamentary manuals. That’s because different organizations use different books as their procedural guide for membership and board meetings. I’m often asked about differences, so here’s a guide to the three parliamentary books most likely to be encountered. (If more information is needed, my Notes and Comments on Robert’s Rules, Fifth Edition goes into greater detail as well as compares specific practices between the books.) A “parliamentary authority” is a book on meeting procedure an organization follows because of a state … Continue reading →

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• Reviews Are in for New Parliamentary Procedure Books!

  The reviewing side of Publisher’s Weekly recently posted great reviews of my latest books, Robert’s Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition. Each was also selected as an “Editor’s Pick,” which is described as “a book of outstanding quality.” Because the reviews are on a scrolling site (with latest reviews on top), the reviews are reprinted below. Read these and other reviews at Latest Reviews. Robert’s Rules of Order Fast Track: The Brief and Easy Guide to Parliamentary Procedure for the Modern Meeting Crisp, clear, and always on-point, Slaughter’s “fast track” guide to … Continue reading →

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• What Can Members Vote on at an HOA or Condo Membership Meeting?

  A question came up during a recent online discussion about “what members can do at an HOA or condo membership meeting?” Specifically, the questioner wondered if a member could seek recognition and unexpectedly make a motion to “make the association do most anything.” It’s a good question, and one we community association lawyers spend time analyzing. Hate to say, “It depends,” but facts matters. This is not a question that can be answered in a vacuum without specifics. State statutes and governing documents (usually the bylaws or articles of incorporation) vary as to what authority the membership has versus the … Continue reading →

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• Board of Directors vs. Officers: How to Tell the Difference

  What is the difference between the Board of Directors and corporate Officers?  In the community association world there can be some confusion regarding these distinct corporate roles because they can often be the same individuals. However, if we take a step back we can see that they are actually very distinct roles. Here is some guidance as to North Carolina distinctions. Duties: Board members are tasked with guiding the direction of the corporation. They set the broader vision for the corporation. For example, the Board would be responsible for adopting corporate resolutions, rules and regulations, and other policies and procedures … Continue reading →

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• Best Practices for Board Meeting Minutes

  A question came up during a recent online discussion about “best practices” for board meeting minutes. The answer to questions of what should (or should not) be included in minutes is more complicated than it seems. This article will give a broad answer, but I have to mention there are chapters in both my recent books, Robert’s Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition, on what to include (or not) in minutes, approving minutes, changing minutes after the fact, handling closed/executive session meeting minutes, as well as model minutes templates and skeletal minutes (writing minutes before … Continue reading →

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• Robert’s Rules of Order in US Court of Appeals Decision

  This case mentioning Robert’s Rules of Order appeared in the “Roberts Rules in the News” page of my parliamentary website at www.jimslaughter.com. The decision is a bit of a unicorn. While many news articles mention Robert’s and meetings issues, few court cases do. (Court decisions that make it to published appellate decisions tend to go on for longer and cost more money than most meetings disputes warrant.) Far fewer federal court opinions deal with Robert’s disputes, and this is from a U.S. Court of Appeals, which is shockingly rare. So even though the decision may not be that significant to … Continue reading →

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• Book Review: Run, Don’t Walk, to Buy Robert’s Rules of Order Fast Track

  Ann Macfarlane, a Professional Registered Parliamentarian in Seattle who works with many local governments and is author of Mastering Council Meetings: A Guidebook for Elected Officials and Local Governments, published the following review of Robert’s Rules of Order Fast Track on her website: Reader, I am over the moon about Jim Slaughter’s new book, Robert’s Rules of Order Fast Track. This brief, affordable and funny guidebook will give you the tools to apply Robert’s Rules immediately and effectively. Jim’s humor and focus kept me reading with enjoyment, underlining key phrases, and dotting the text with exclamation points. Jim starts the first chapter, … Continue reading →

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• Is There a Difference between The Standard Code of Parliamentary Procedure (“Sturgis”) and AIP’s Standard Code of Parliamentary Procedure?

  I recently posted that as a result of the new 12th Edition of Robert’s Rules, there are updated “cheat sheets” to the motions most often seen in meetings. On the Charts & Handouts Page of our firm’s parliamentary website are parliamentary motions guides to the most common parliamentary authorities, including Robert’s Rules of Order Newly Revised (12th Edition), The Standard Code of Parliamentary Procedure, Fourth Edition (“Sturgis”), and the American Institute of Parliamentarian’s Standard Code of Parliamentary Procedure. (Different types of organizations tend to use different parliamentary authorities.) That led someone to ask, “Is there a difference between The Standard Code of Parliamentary … Continue reading →

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• Robert’s Rules of Order & Sturgis Motions “Cheat Sheets”

  This year saw the publication of my two new books on proper meeting procedure, Robert’s Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition. With the publication of these books (based on the new 12th Edition of Robert’s), I’ve been asked if there are updated “cheat sheets” to the motions most often seen in meetings. The answer is “yes.” Parliamentary motions guides to the most used parliamentary authorities, including Robert’s Rules of Order Newly Revised (12th Edition), The Standard Code of Parliamentary Procedure, Fourth Edition (“Sturgis”), and AIP’s Standard Code of Parliamentary Procedure, can all … Continue reading →

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• Notes and Comments on Robert’s Rules, Fifth Edition NOW AVAILABLE!

  This summer I let you know about the release of Robert’s Rules of Order Fast Track, a quick go-to guide that provides details on the most used motions, appropriate informal procedures for association boards, and general advice for shortening meetings. Pleased to say it was the #1 new release in its category on Amazon, as small a category as that might be. As a follow-up, the new Fifth Edition of Notes and Comments on Robert’s Rules is now available! Regardless of your level of parliamentary experience, you’ll learn something new from Notes and Comments on Robert’s Rules, Fifth Edition. The book complements Robert’s Rules of … Continue reading →

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• ABA Journal Podcast on Meetings & Robert’s Rules

  If you like podcasts, the American Bar Association Journal interviewed me this month for its ABA Journal Modern Law Library on “Sick of Meetings That Go Off the Rails? Robert’s Rules of Order Can Help.” The discussion covered everything from the importance of proper meeting procedure, board versus member meeting procedure, myths about meetings, minutes, parliamentarians, parliamentary organizations, and more. Depending on your preferred podcast platform, the episode can be found at: Apple PodcastsSpotifyStitcherOvercast Here’s the Modern Law Library website for the episode:

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• NC Bar Association Interview with Jim Slaughter

  The NC Bar Association recently interviewed partner Jim Slaughter about association meetings, parliamentary procedure, Robert’s Rules of Order, and his two new books on meeting procedure. The article can be found in this month’s North Carolina Lawyer Magazine here:Parliamentary Procedure, Robert’s Rules, and Jim Slaughter: Award-Winning Author Discusses Two New Books and More. Jim is an attorney, Certified Professional Parliamentarian-Teacher, Professional Registered Parliamentarian,, and past President of the American College of Parliamentary Lawyers. He has written four books on meeting procedure, including Robert’s Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fourth Edition (with a new Fifth … Continue reading →

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• Update on Fifth Edition of Notes and Comments on Robert’s Rules

  Several readers on Amazon have sent me a message to the effect of, “I have your Robert’s Rules Of Order Fast Track, but can’t seem to find Notes and Comments on Robert’s Rules, Fifth Edition, only the Fourth Edition for the last Robert’s. Where can I find the Fifth Edition?” First off, thanks for reading and for looking for the book! That’s gratifying to me as an author. Hope the books have been helpful. (As an aside, if you found the Fast Track guide helpful, please consider commenting or posting a review here, as that is how people find out … Continue reading →

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• Why Is My Main Motion Not in Order? 

  While there are numerous reasons why any motion may not be in order, I will attempt to give some guidance on why your main motion would not be in order at a meeting. Main motions are the most common motions, and are how business is done at meetings. You are likely very familiar with these motion, though you probably do not refer to these motions as “main motion.” Motions to have the organization take some action are main motions. For example, common main motions are “I move to adopt the budget,” “I move to adopt resolution 1,” “I move to … Continue reading →

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• Should Meeting Minutes Include Names of Members in Attendance?

  A question came up during a recent online discussion about whether the names of members attending a board meeting should be listed in the minutes, and perhaps even show what time the member arrived. Here’s not one, not two, but THREE answers! First, the good news is there’s no wrong answer. At the end of the day, the minutes are what the specific body within your organization decides by majority vote it wishes to have in its minutes. Different organizations have different style minutes. Second, if you follow (or try to follow) Robert’s Rules of Order there is no answer, … Continue reading →

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• Robert’s Rules of Order Fast Track

  My newest book, Robert’s Rules of Order Fast Track, is now available! My first book The Complete Idiot’s Guide to Parliamentary Procedure Fast-Track (2012) has been very popular, and Penguin asked for a new edition of the book updated for the new Robert’s Rule of Order and to include a discussion of  virtual and electronic meetings. Proper meeting procedure is more important than ever—especially in these contentious times. With that in mind, the book also covers dealing with problem members and problem chairs. To better reflect its focus, the book has been renamed Robert’s Rules of Order Fast Track: The … Continue reading →

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• How to Avoid Yellow Card Hell

  My parliamentary articles tend to be general. Most often, they address broad procedural issues of widespread concern. This one is rather specific, as it addresses a practice most often encountered by state affiliates of the National Education Association (NEA), although some other types of organizations have similar procedures. Different meetings have different methods of recognition, most often due to past practice or convention standing rules. The NEA and its state affiliate meetings have long used recognition cards for those wishing to speak. Unlike voting cards (described in Voting Cards at Conventions & Annual Meetings), recognition cards are different and explained … Continue reading →

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• Is It Time for a Post-Pandemic Bylaws Review?

  The following article from Mark Athitakis appeared on May 15, 2022 in Associations Now from the American Society of Association Executives (ASAE). The full article can be found by clicking here. Is It Time for a Post-Pandemic Bylaws Review? Antiquated bylaws can lock associations into a structure that makes little sense today. One expert explains why now is a good time for a refresh. Among the many things the pandemic has exposed are problems with association bylaws. Meetings were upended and the makeup of membership changed, but an association’s governing documents haven’t always adapted to that new reality. “Some [associations] have … Continue reading →

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• Happy Birthday to the Author of Robert’s Rules of Order

  Today (May 2, 2022) is 185 years since the birth of Henry Martyn Robert, the author of the original Robert’s Rules of Order. He was born May 2, 1837, in Robertville, SC, served in the Union Army, and eventually rose to General in the Army Corps of Engineers. Robert’s first edition, published in 1876, was far different than today’s Robert’s Rules of Order Newly Revised (12th Edition) published by the Robert’s Rules Association. For starters, it was only 176 pages. Robert’s stated intent was to create a “very brief pocket manual, so cheap that every member of a church or … Continue reading →

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• Voting Cards at Conventions & Annual Meetings

  Although COVID-19 is (hopefully) waning, there are still concerns about immediately going back to the way things used to be done at annual meetings. For instance, the most common method pre-pandemic of voting during large meetings was by voice. On any matter to be decided, the presiding officer would ask all those in favor to say “AYE,” and those opposed to say “NO.” With continuing concerns about the virus, both leaders and health professionals have questioned whether hundreds or thousands of delegates should all be yelling in a crowded room at the same time, masked or not. There are alternatives … Continue reading →

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• Completely Updated Parliamentary Procedure Website with Resources

  For almost thirty years, my parliamentary procedure website has had more articles and resources on meeting procedure and Robert’s Rules of Order than most anywhere else online. In part due to the new Robert’s Rules of Order (released 2020), the site has been completely revamped and updated, with all references now to Robert’s Rules of Order Newly Revised (12th Edition). The updated website includes: The updated site can still be found at www.jimslaughter.com. Check it out! Jim Slaughter is an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and past President of the American College of Parliamentary Lawyers. He is author … Continue reading →

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• Thoughts on Bylaws: Individual Amendments, Bylaws Revisions, and Best Practices on Amending Bylaws

  There are usually three main governing documents that most nonprofit corporations have today—corporate articles, bylaws, and board policy. The corporate articles (or “articles of incorporation” or “corporate charter”) are a legal document filed with the state and should have only statutory requirements, such as name of organization, address, service agent, etc. That said, older articles sometimes have additional provisions, including ones touching on governance, such as who can serve as a director, board size, date of annual meeting, etc. If you are considering bylaws changes, make certain to get a copy of any corporate articles to make certain there are … Continue reading →

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• What Is a President-Elect & Pros-Cons

  Because bylaws sometimes have a position called “President-Elect,” I am occasionally asked about the precise responsibilities of the office. A question back has to be “What responsibilities do the specific bylaws provide for the office?” That’s because there is no standard list of duties for a President-Elect in Robert’s Rules of Order Newly Revised, as there are for other officers. So different presidents-elect in different organizations may have different responsibilities based on the bylaws language creating the position. For organizations that follow Robert’s, a President-Elect position exists only if expressly provided for in the bylaws. The sole function of the … Continue reading →

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• Robert’s Rules of Order vs The Standard Code of Parliamentary Procedure vs the AIP Standard Code of Parliamentary Procedure

  A question came up during a recent online discussion of pros and cons between Robert’s Rules of Order and The Standard Code of Parliamentary Procedure. One comment asked if Robert’s was “archaic and obsolete.” Here’s my answer. There are several major parliamentary manuals, with Robert’s Rules of Order being the best known. Robert’s Rules and parliamentary procedure are viewed as one and the same by most of the public. Of organizations that have a parliamentary authority in their governing documents, Robert’s is by far the most common choice (some surveys suggest 80%-90%) . State statutes that prescribe a parliamentary authority for some types of … Continue reading →

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• New Appellate Case: Almason v. Southgate on Fairview Condominium Association

  In a decision issued today (February 1, 2022), the North Carolina Court of Appeals examined several issues that associations deal with regularly—budget ratification, owner attendance at board meetings, rules governing board meetings, and association records requests. Nothing in the decision is groundbreaking, but the findings of the court may provide comfort that your association practices are proper (or may suggest you need to make some changes). Almason v. Southgate on Fairview Condominium Association, Inc. et al. is an “unpublished opinion,” which means the decision is not controlling legal authority and should not be cited in other cases. However, even unpublished … Continue reading →

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• Voting by Written Ballot and Written Agreement in North Carolina

  When it comes to asking homeowners association /  condo members to approve or reject matters in North Carolina, there are generally two options: the written ballot and the written agreement. These documents and legally dictated processes may look very similar, but they are legally distinct. This article examines how and when using the written ballot versus a written agreement makes sense and how to use each effectively. Written Ballot When you think about being asked to vote on something, most people probably first think of a ballot. Ballots, by definition, allow someone to vote for or against something. For in-person meetings, ballots … Continue reading →

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• Nomination Procedures for Elections

  If you are administering an election for your group or association, then you may have questions about how the nomination process works. Do you need to use an election committee? What are nominations from the floor? What about other methods of doing nominations? Fortunately, it’s not as difficult as it may seem. There are six different methods: (1) nominations by the chair, (2) nominations from the floor, (3) nominations by a committee, (4) nominations by ballot, (5) nominations by mail, and (6) nominations by petition.  Nominations by the Chair is when the Chair selects candidate(s) for a position.  Typically, this method is not … Continue reading →

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• There Is No “Meeting by Ballot” Under New NC Law

  Our firm’s attorneys have seen several recent association mailings entitled something to the effect of “Meeting by Ballot” or “Annual Meeting by Ballot.” It appears there is a belief among some that the recent adoption of House Bill 320 (“Modernize Remote Business Access”) created a new method of members meeting through a written instrument. It did not. As discussed in the recent post Does New Law Mean Associations Don’t Have to Hold Annual Meetings?, North Carolina has two main methods for association members to make decisions: Given these two options, it is also possible to combine a virtual meeting (with … Continue reading →

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• How to Run an Effective Online Meeting

  With the passage of HB 320 (see Jim Slaughter’s article:  Bill Adopted to Allow Electronic Membership Meetings and Voting in North Carolina Associations) we are seeing more communities opting to conduct electronic membership meetings to encourage greater participation and community interest in these meetings. Our attorneys collectively—and particularly our two Certified Professional Parliamentarians, Jim Slaughter and Michael Taliercio—have participated in more virtual meetings than anyone, and we find that having good meeting rules in place before the meeting takes place is key to a successful outcome. Although it usually is not necessary to tailor rules for each individual meeting an … Continue reading →

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• NC Governor Signs Bill Allowing Remote Member Meetings

  As a follow-up to last week’s Community Association Legislative Update (Bill Adopted to Allow Electronic Membership Meetings and Voting in North Carolina Associations), Governor Roy Cooper signed HB 320 (“Modernize Remote Business Access”) yesterday, September 20. The law takes effect effect immediately. NC homeowner and condominium associations (as well as other nonprofit associations) can now choose to hold virtual member meetings or make decisions without a meeting through written or electronic balloting or electronic voting, so long as certain requirements are met. The new law applies to any member meetings noticed as of today. In addition, remote member meetings noticed and held … Continue reading →

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• Bill Adopted to Allow Electronic Membership Meetings and Voting in North Carolina Associations

  NC Community Association Legislative Update – September 15, 2021 Community association (HOA and condo) boards have long been permitted to meet virtually by phone or videoconference, but the ability to hold membership meetings electronically ended with the expiration of the Governor’s Executive Order this spring. Since that time, while members can certainly meet virtually as an informal “town hall” and then vote afterwards by written ballot, it has not been possible to hold virtual membership meetings. And even under the Governor’s prior Executive Order, members could not vote during virtual meetings. That’s all changing with the adoption today of legislation … Continue reading →

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• Law Firm Carolinas: New Shareholder, Partners, Offices and Lawyers

  Law Firm Carolinas announces the following changes: Harmony Taylor, who is in the Charlotte office and practices community association (HOA and condo) law and civil litigation, has been named a Shareholder. Three attorneys have been named Partners: Joe Thompson, who practices residential and commercial real estate, and David Wilson, who practices North and South Carolina community association (HOA and condo) law, both from the Charlotte office; and Jon Raymer, who practices commercial and residential real estate, from the Greensboro office. There have also been several recent additions to the firm: Nancy Guyton and Hunt Harris have joined the Wilmington office. … Continue reading →

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• Should HOA or Condo Bylaws Be Recorded?

  We were recently asked whether bylaws amendments should be filed with the local Register of Deeds. The answer, like many things community association related, depends. Condo bylaws in North Carolina are almost always filed with the Register of Deeds, but not HOA bylaws. The difference is due to initial bylaws for condos being recorded with the declaration, and then amendments need to show up in the public record. If HOA bylaws are filed (but should not be), amendments also need to be unless a later amendment makes clear (as we have sometimes done for associations) that subsequent amendments will not … Continue reading →

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• What Is a Majority Vote?

  Like many things association related, the answer can vary by state and by association. That’s because some state statutes or governing documents define majority differently (“a majority of the entire membership” or “a majority of members present”). But if you’re just talking about “majority,” then under Robert’s Rules of Order Newly Revised (12th Edition) that is “more than half” (NOT “half plus one” or some other language that can give you the wrong number). When used without qualification, a majority vote means “more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or … Continue reading →

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• (Likely Final) NC Extension of Order Allowing Virtual Membership Meetings

  The NC Executive Order allowing electronic membership meetings (Executive Order #198) was set to expire today, Monday, May 10. That Order has now been extended by Executive Order #212 through Tuesday, June 1, 2021. As a result, nonprofit membership meetings may continue to be held virtually so long as certain conditions are met. Such a process is likely needed by some larger associations a bit longer, as a different Executive Order (EO #209) still caps the maximum number of people for indoor gatherings at 100 and for outdoor gatherings at 200 “at the same time in a single confined indoor or outdoor … Continue reading →

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• Q&A on Holding In-Person Association Member Meetings

  Now that North Carolina allows larger in-person gatherings (see NC Easing Covid Restrictions), many of our homeowner and condominium associations are wondering if it is time to restart in-person membership meetings. Here are questions and answers to some of the most frequently asked questions about meetings that we’ve received. Can HOA/condo associations begin holding in-person membership meetings again? Perhaps. There are two aspects to the question: (1) CAN the association membership meeting be held in person?, and (2) SHOULD the association membership meeting be held in person? As with other state Executive Orders, the question of whether members can gather … Continue reading →

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• Governor Extends Order Allowing Virtual Membership Meetings

  Community association leaders and managers have been asking if the Governor would extend the ability to hold electronic membership meetings beyond March 1. The answer as of today is “yes.” On December 31, 2020, Governor Cooper issued Executive Order #185 entitled Extending Prior Executive Orders on Remote Shareholder and Nonprofit Meetings During the COVID-10 State of Emergency. EO #185 extended earlier orders allowing for nonprofit membership meetings to meet virtually so long as certain conditions are met. However, Executive Order #185 had a expiration date of this coming Monday, March 1. A separate Executive Order #195 was issued this past … Continue reading →

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• NC Executive Order Increases Attendance at Association Meetings

  The Governor’s latest Executive Order, EO No. 195 issued this week, really isn’t about nonprofit corporations or homeowner and condominium associations. The Executive Order is instead aimed at easing COVID-19 restrictions on businesses, including restaurants and bars. However, there is one section that may be of interest to North Carolina HOAs and condos. For many months now, North Carolina’s pandemic gathering restrictions have limited indoor meeting attendance to 10 and outdoor meeting attendance to 25 “at the same time in a single confined indoor or outdoor space.” Executive Order #195 increases these in-person attendance caps to 25 for indoor meetings … Continue reading →

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• Does a Virtual Membership Meeting Keep Minutes?

  We’ve recently been asked if there should be minutes of a North Carolina association membership meeting held virtually pursuant to the Governor‘s temporary Executive Order. The short and best answer is “yes.” Why? Most all North Carolina homeowner and condominium associations are incorporated nonprofits. The NC Nonprofit Corporation Act provides that “minutes of all membership meetings” are one of the records a nonprofit corporation “shall keep.” Robert’s Rules of Order Newly Revised (12th Edition), the default statutory parliamentary authority for NC community associations, also provides that minutes should be kept of an annual meeting. The temporary Executive Order that allows … Continue reading →

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• Differences Between Virtual and In-Person Large Annual Meetings or Conventions

  [NOTE: This article follows-up Lessons Learned from Large Virtual Conventions, Representative Assemblies, and House of Delegate Meetings, which examined the practical and procedural aspects of large online meetings.] At this point, the genie of virtual meetings is out of the bottle. And likely not to go back in. While it was inevitable that electronic meetings would become more commonplace, the pandemic has instantly made everyone fairly expert at Zoom, GotoMeeting, Microsoft Teams, and other virtual platforms. There is clear benefit to online collaboration, particularly with smaller meetings. Boards of 10 to 25 (or possibly more) can sometimes meet online much … Continue reading →

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• Yes, You Can Hold a Productive North Carolina Annual HOA/Condo Meeting During a Pandemic

  In these first few weeks of 2021, we’ve heard from a number of associations who never got around to holding their 2020 annual membership meeting. That’s understandable given how difficult 2020 was. COVID-19 made large in-person gatherings extremely difficult and sometimes impossible. Various state Executive Orders have at times restricted attendance at meetings from only 25 to fewer. (10 is currently the number of members who can be present at an indoor association meeting.) As a result, many associations decided to wait to hold the annual meeting until things improved. But here we are, one year after the first US … Continue reading →

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• New NC Executive Order Extends Ability to Hold Electronic Membership Meetings

  As one of the last Executive Orders issued in 2020, Governor Cooper has extended the ability of North Carolina associations (including HOAs and condos) to hold virtual membership meetings. How Did We Get Here? Current COVID restrictions limit NC indoor meetings to 10 and outdoor meetings to 25 “at the same time in a single confined indoor or outdoor space.” These limits must be considered when planning any in-person association membership or board meeting. Prior to the pandemic, associations boards could meet virtually, but not association membership meetings. However, on April 24, 2020, the Governor issued Executive Order #136, which … Continue reading →

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• Coronavirus (COVID-19) HOA & Condo Blog Articles

  Since February of this year, we have posted a number of articles on how community associations should respond to the coronavirus crisis as well as changes in HOA/condo practices that may need to be considered. For ease of finding, these articles are linked below: The Coronavirus, Flu, and HOA/Condo Association Meetings – 2/26/20 Coronavirus: What Should Homeowner and Condominium Associations Do? – 3/1/2020 “Let’s Have Our Meeting or Convention Online!” – 3/14/2020 How to Hold Your North Carolina HOA/Condo Hearing in a Pandemic – 3/24/2020 Should My Community Close Its Common Areas Due to COVID-19? – 3/25/2020 What to Do … Continue reading →

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• Lessons Learned from Large Virtual Conventions, Representative Assemblies, and House of Delegate Meetings

  During the COVID-19 pandemic, virtual meetings such as Zoom and GoToMeetings have been invaluable for allowing people to interact face-to-face online. However, as helpful as virtual meetings can be for smaller groups, large gatherings of hundreds or more pose different problems. That’s particularly the case for very large conventions, representative assemblies, houses of delegates, and governing councils. Such meetings are more complicated when held online because of the number of delegates and usual types of business (credentials, rules, bylaws amendments, large budgets, legislative programs, resolutions, numerous new business items). In addition, such meetings typically see more motions (amend, refer, close … Continue reading →

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• New NC Executive Order Extends Virtual Membership Meetings Through December 29

  Membership meetings of North Carolina nonprofit corporations, including homeowner and condominium associations, can continue to be held virtually/electronically for at least the next 60 days. Since September 1, North Carolina’s Phase 2.5 (now 3.0) restrictions have limited indoor meeting attendance to 25 and outdoor attendance to 50 “at the same time in a single confined indoor or outdoor space, such as an auditorium, stadium, arena, or meeting hall.” Such requirements should be taken into account when planning any association in-person membership or board meeting. Executive Order #136 issued by the Governor on April 24, 2020, allowed for nonprofit membership meetings … Continue reading →

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• NC Executive Order Again Extends Electronic Membership Meetings

  Membership meetings of North Carolina nonprofits, including homeowner and condominium associations, can continue to be held virtually/electronically for at least the next 60 days. Since May 20, North Carolina Phase 2 restrictions have limited indoor meeting attendance to 10 and outdoor attendance to 25, which makes it rather hard to hold an in-person association membership meeting. (It can be done, it just requires certain physical arrangements, numerous proxies, or both.) Executive Order #136 issued by the Governor on April 24, 2020, allowed for nonprofit membership meetings to be held virtually under certain conditions. That Executive Order expired on June 23, … Continue reading →

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• New Robert’s Rules of Order

  The latest Robert’s Rules of Order Newly Revised has been released! For organizations that follow Robert’s Rules of Order, most tend to use the newest edition. That’s because either a state or federal law or the governing documents refer not to a specific numbered edition, but to the latest edition. For instance, two North Carolina state statutes (NCGS § 47F-3-108 & 47C-3-108) provide that as to homeowner and condominium associations, “meetings of the association and the executive board shall be conducted in accordance with the most recent edition of Robert’s Rules of Order Newly Revised.”  Identical language can be found … Continue reading →

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• How to Hold a North Carolina HOA or Condo Virtual Membership Meeting

  Normally (not during a pandemic), virtual membership meetings of homeowner and condominium associations are not permitted. As noted in this Coronavirus, Flu, and HOA/Condo Association Meetings article, members usually have two options for making decisions outside of meetings: (1) “action by written (unanimous) consent” and (2) “action by written ballot.” In addition, for declaration amendments the NC Planned Community Act and Condominium Act allow adoption by “written agreement” from members, which is a different no-meeting process. But recognize that none of these count as a “meeting.” They are all methods of making decisions without a meeting. So, if you want … Continue reading →

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• 2020 CAI-NC Annual Conference Educational Sessions ONLINE

  The Annual Conference of the North Carolina Chapter of the Community Associations Institute will be virtual this year. While the Conference is officially next week, July 23-24, there will be many more educational opportunities on issues of concern to HOAs and condos. Registered attendees at this year’s Conference will choose 4 of 12 learning sessions to attend on Conference days (July 23-24). But one of 12 recorded sessions will be opened each day for viewing online Monday-Thursday in the 3 weeks following the Conference. You can attend or re-attend any as part of Conference registration. In addition, presenters will “attend” online the day … Continue reading →

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• New Firm Name & Partners

  New Firm Name The law firm of Black, Slaughter & Black, PA will now be doing business as Law Firm Carolinas. The firm, which practices in North and South Carolina, has four offices: Greensboro, Charlotte, Triangle (Garner) and Coastal (Wilmington). New Partners In addition, three attorneys have been named partners in the firm: Jennifer Ruby, who does general civil litigation, business litigation and appeals. Ruby is a graduate of the University of North Carolina at Chapel Hill (2006) and Elon University School of Law (2010) and is based in the Greensboro office. Michael Taliercio, who manages the firm’s HOA/condo assessment … Continue reading →

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• New NC Executive Order Again Allows Electronic Nonprofit Membership Meetings

  NC Executive Order #141 issued on May 20 (and still in effect as of July 3) currently limits indoor meeting attendance to 10 and outdoor attendance to 25, which makes it rather hard to hold an in-person association membership meeting. By statute, NC nonprofit association boards have long been allowed to meet by telephone conference or video conference, so long as everyone can simultaneously hear everyone else. However, there has been no such statute for association member meetings. On April 24 the Governor issued Executive Order #136, which allowed for nonprofit membership meetings to be held virtually under certain conditions. … Continue reading →

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• “Let’s Have Our Meeting or Convention Online!”

  Due to the Coronavirus, in the last several weeks we have received a lifetime’s worth of questions about moving in-person business meetings and conventions to some type of electronic format. Our firm’s two Professional Registered Parliamentarian attorneys have assisted many clients in doing just that—board meetings, annual meetings, houses of delegates, etc. However, before jumping online there are considerations that should be addressed. Is an Electronic Meeting or Electronic Voting Allowed? There are two main online approaches to conducting business: (1) an electronic meeting and (2) electronic voting. An electronic meeting attempts to mirror an in-person meeting to some extent—members … Continue reading →

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• The Coronavirus, Flu, and HOA/Condo Nonprofit Association Meetings

  This is one of three articles on dealing with the Coronavirus and its impact. This blog looks at how association boards and members transact business outside of in-person meetings. See also Coronavirus: What Should Homeowner and Condominium Associations Do? and “Let’s Have Our Meeting or Convention Online!” As of today (February 27, 2020), estimates are that the Novel Coronavirus has infected 80,000 people worldwide, and killed 3,000. Flu statistics are even more shocking, with about 26 million Americans infected and 14,000 U.S. deaths. While I hope these crises will soon go away, we have been asked what to do if … Continue reading →

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• Details on the 2020 National Community Association Law Seminar

  As past President of the College of Community Association Lawyers (CCAL), I provide details each year on CAI’s national Community Association Law Seminar. Without question, the Law Seminar is the premiere HOA and condo legal program held each year. This year’s Law Seminar is the 41st annual and will be held January 15-18, 2020, in Las Vegas, NV. While the Law Seminar is mostly attended by attorneys, it’s not limited to attorneys. Other participants include insurance professionals, community association managers, and other industry leaders who wish to learn about HOA/condo law trends and practices. For insurance professionals who advise homeowner … Continue reading →

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• Best Lawyers Recognition 2020

  Law Firm Carolinas and two of its attorneys have been named to the 2020 US News Best Lawyers in America. Jim Slaughter has been recognized by Best Lawyers in the practices of Community Association Law and Real Estate Law. Keith Black has been recognized by Best Lawyers in the practice of Family Law. Law Firm Carolinas is again the only firm in North Carolina with a listing of “Community Association Law.”

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• Should an Announcement of Election Results Include Votes by Candidate?

  This question was recently asked on a national HOA/condo list serve: “In a board of directors election, should the vote totals by candidate be released to the membership?” Without question, the answer of how election results are announced could vary by state, depending on state statutes. If a statute provides a specific process for elections, that process should be followed. Similarly, if the organization has clear provisions in its governing documents, such as the bylaws, follow that process. However, for associations that follow Robert’s Rules of Order Newly Revised, either due to state law or the governing documents, there is … Continue reading →

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• New Firm Facebook Page

  Law Firm Carolinas has a new Facebook page where you can keep up with firm activities, read recent blogs, and find out where attorneys are speaking (and includes a photo from this morning’s Piedmont Education Breakfast where Steve Black spoke on Declaration Amendments: Pandora’s Box)? The new page can be found at www.facebook.com/BlackSlaughterBlack. We ask that you follow it, like it, and share it!

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• Jim Slaughter Recognized for Pro Bono Service

  Attorney Jim Slaughter was recently recognized by the Greensboro Bar Association for his pro bono work by being named to the Herb Falk Society. The Herb Falk Society honors Bar members who have performed 75 hours or more of pro bono service hours during the year, which includes free or reduced legal services to clients and activities to improve the legal profession. This is Jim’s 7th year of recognition. His is pictured here with Judge Teresa Vincent, 2019 President of the Greensboro Bar Association.

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• Committee of the Whole

  “Committee of the Whole” is a type of committee described in Robert’s Rules of Order Newly Revised (12th Edition)(see RONR Section 52). While not commonly used, some large assemblies and legislative bodies follow the process. Without question, the procedure is an odd one. The normal presiding officer leaves the chair and a chairman of the committee is appointed. Members can speak in debate on the main question or amendment as often as they can get the floor. Only certain motions are in order. The committee is intended to adopt a report to be made to the assembly and then votes … Continue reading →

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• Does Your Board Meeting Need a Parliamentarian?

  In large association membership meetings or conventions, it is common to find someone serving as parliamentarian (whether a member or outside credentialed professional). A question I’m often asked, though, is “Does our board meeting need a parliamentarians”? (For purposes of full disclosure, I’m an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, past President of the American College of Parliamentary Lawyers, and author of two books on meeting procedure.) A parliamentarian is simply an adviser to the presiding officer and other officers, committees and members on matters of meeting procedure. There is no one-size-fits-all answer, but:  As a takeaway, here are … Continue reading →

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• Proxies & Proxy Voting at Membership or Board Meetings

  Proxies and Proxy Voting at Membership Meetings Our attorneys get lots of questions about proxies and proxy voting. And that’s understandable, as proxy issues at meetings can get very confusing. A proxy is similar to a power of attorney as could be used to open a bank account or sell a car for another person. If proxies are permitted at a meeting, the proxy can likely be given to any person or entity. That’s because the person carrying the proxy isn’t really who is at the meeting–the proxy giver is. FYI, most parliamentary books like Robert’s Rules of Order Newly Revised … Continue reading →

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• HOA & Condo National Law Seminar and Other Programs

  Several HOA/condo association learning opportunities are coming up that you may wish to attend, both in North Carolina as well as nationally. Details for each program can be found below. 2018 National Community Association Law Seminar The national Community Association Law Seminar is the premiere HOA and condo legal program held each year. The year’s Law Seminar, sponsored by the Community Associations Institute (CAI) and the College of Community Association Lawyers (CCAL), is the 39th annual and will be held January 31-February 3 in Palm Springs, CA. The Law Seminar is mostly attended by attorneys, but it’s not just for … Continue reading →

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• Taliercio Elected National Officer for Parliamentary Lawyers

  Law Firm Carolinas attorney Michael Taliercio has been elected 2018 national Treasurer of the American College of Parliamentary Lawyers (ACPL). Taliercio is a Professional Registered Parliamentarian with the National Association of Parliamentarians and a Fellow in the ACPL, which recognizes attorneys who have distinguished themselves in the practice of parliamentary law, including lawyers who advise conventions, condominium and homeowner associations, governmental bodies, and nonprofits.

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• In the Robert’s Rule of Order, can a chair overrule a motion to call the previous question?

  This question was asked elsewhere online, and my answer may be of interest to others– Unfortunately, without more facts the answer is likely “it depends.” If your adopted parliamentary authority is Robert’s Rules of Order Newly Revised (11th Edition) (“RONR”), there are several competing considerations: (1) RONR § 47 (p. 449) provides that the presiding officer has an obligation “to state and to put all questions that legitimately come before the assembly as motions . . . .” (2) However, RONR § 47 (p. 450) provides that the presiding officer should “protect the assembly from obviously dilatory motions by refusing … Continue reading →

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• Best Lawyers Recognition

  Two attorneys at Law Firm Carolinas have been named to the 2018 edition of U.S. News – Best Lawyers. Best Lawyers recognition is based on peer reviews and client recommendations. Barbara Morgenstern been recognized by Best Lawyers in the practice of Family Law as well as Family Law Mediation. Barbara has also been named a “Legal Elite” by Business North Carolina magazine and a North Carolina Super Lawyer for Family Law. She is a Certified Specialist in family law by the NC State Bar, a Fellow of the American Academy of Matrimonial Lawyers, Past President of the NC Chapter of the American Academy of Matrimonial Lawyers, … Continue reading →

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• The Benefits of a Professional Verbatim Convention Reporter

  Having served as parliamentarian to hundreds of conventions, I’ve worked with different types of court reporters who used different methods to provide verbatim transcripts of the proceedings. These included stenographic court reporters using audiotape, specialized court reporting machines or laptops. At times I’ve also seen voice writing court reporters using a stenomask as you might see at a trial. With no disrespect towards others, I want to give special recognition to convention reporters Jack and Dee Boenau (pronounced BAY-no) of AmeriCaption, Inc. Because we’re on the convention circuit together, Jack, Dee and I see each other at conventions ranging from 300 … Continue reading →

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• Challenging the Chairman of a Meeting

  Have you ever been at a meeting that you did not believe was being run properly?  Is the chair ruling every motion out of order?  Were you unsure on what you could do or did you feel like there was nothing you could do?  Fortunately, there are actions that you can take in these situations.  If your group utilizes Robert’s Rules of Order Newly Revised, then there are several procedures that allow you to challenge the chair if you believe the meeting is not being run properly. One procedure some people might not be aware of to challenge the ruling … Continue reading →

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• Using the Motion to End Debate to Keep Meetings on Time

  I am regularly asked how to keep a meeting from going on too long. While there are avariety of different procedural tools that can keep a meeting from running on forever, the motion to end debate (also known as the motion for the previous question) is probably one of the best procedural options available if your group utilizes Robert’s Rules of Order Newly Revised. Put simply, the motion to end debate is the motion that seeks to end discussion now and to take a vote on a pending question (or questions). The motion requires a second and then a two … Continue reading →

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• HOA’s: Follow Your Bylaws & Proper Parliamentary Procedure

  We are regularly asked by association clients if it really matters how precisely meeting rules are followed. “Can’t we just vote on this proposal by e-mail?” “What’s the consequence if the meeting notice is not exactly right?” Without exception, our advice is always: FOLLOW THE RULES. As an example of “what can happen?” comes the North Carolina appellate case of Willomere Community Association, Inc. and Nottingham Owners Association, Inc. v. City of Charlotte and Charlotte-Mecklenburg Housing Partnership, Inc. (November 1, 2016). The moral of the story is that procedural rules for meetings and voting when making decisions should be followed very … Continue reading →

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• Parliamentary Procedure Manuscript Wins National Community Association Award

  Running a Darn Good Meeting: What You Need to Know About Parliamentary Procedure Receives 2015 CAI Law Seminar Best Manuscript Award I recently learned that my session at the 2015 Community Association Law Seminar in San Francisco on “Running a Darn Good Meeting: What You Need to Know About Parliamentary Procedure” has received the Best Manuscript Award from the College of Community Association Lawyers. Because of the Award, the manuscript has been made available online at Best Manuscript Award in case it is of interest. The national Community Association Law Seminar, sponsored by the Community Associations Institute (CAI) and the … Continue reading →

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• The U.S. Flag Code and Proper Use of the Flag

  Most of us learned growing up that during the Pledge of Allegiance we’re supposed to stand at attention facing the American flag with our right hands over our hearts. Persons in official uniform render military salutes. Hats should be removed unless part of a uniform or religious attire. Less known is the fact that these practices are prescribed by federal law. The Flag Code in United States Code Title 4 Chapter 1 details proper behavior towards the American flag. While the Code was originally just a guide for flag etiquette created by the National Flag Conference in 1923, Congress made the … Continue reading →

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• How Is the Motion to Lay on the Table Misused?

  For today’s blog on one of the most misused parliamentary motions (“to Table”), here’s a Q&A from Notes and Comments on Robert’s Rules of Order, Fifth Edition: HOW IS THE MOTION TO LAY ON THE TABLE MISUSED? Because the motion to Lay on the Table is not debatable, requires only a majority vote, and has high precedence, members can be tempted to use it to kill the main motion. This is an improper use of the motion to Lay on the Table. “In ordinary assemblies, the motion to Lay on the Table is not in order if the evident intent … Continue reading →

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• Does the Chair Vote in the Event of a Tie?

  In board and membership meetings you’ll sometimes hear the phrase that the chair gets to vote “in case of a tie vote.” But is that accurate? In short, no. The chair only being permitted to vote in the event of a tie is not the general rule, would be unfair, and is not language found in any of the major parliamentary authorities, including Robert’s Rules of Order Newly Revised (12th Edition). While a few state statutes and some bylaws have such language, that’s mostly due to a misunderstanding of common parliamentary practices. So, what’s the general rule in Robert’s and other parliamentary manuals? Chair Voting … Continue reading →

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• 2015 Community Association Law Seminar Not Just for Lawyers!

  A highlight for me each year is the national Community Association Law Seminar, sponsored by the Community Associations Institute (CAI) and the College of Community Association Lawyers (CCAL), which I serve as 2014 President. Hands down the Law Seminar has the best speakers and programs of all the events I attend. While there is an emphasis on law at the “Law” Seminar, the program is not just for attorneys. Attendees include community association managers, bankers, other industry professionals and even homeowners. An entire concurrent CE program is for insurance professionals who work with homeowner and condominium associations. Law Seminar Details The 2015 Community Association … Continue reading →

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• How to Chair a Convention or Large Membership Meeting

  Most of the time, I seem to be advising boards on how to run less formal meetings. That’s because the major parliamentary authorities, such as Robert’s Rules of Order Newly Revised (12th Edition) and The Standard Code of Parliamentary Procedure (“Sturgis”), recognize that boards with not more than about 12 members present can follow more relaxed procedures (and only be more formal if the circumstances require it). For examples of smaller board procedure, see Board Procedures Versus a Membership Meeting or Convention. Even so, you will occasionally encounter larger meetings—homeowner or condominium membership meetings, conventions, church meetings, shareholder meetings, membership meetings of … Continue reading →

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• Buy a Book and Support the National Association of Parliamentarians!

  Prior to having two books published last year, I hadn’t given much attention to the bookselling world. Sometimes I’d buy a book from the National Association of Parliamentarians (NAP) at the Biennial Convention or National Training Conference. Or from Barnes & Noble if I happened to be there. Or from Amazon if there was free shipping.  Book purchases were really about convenience, since all the books seemed to cost generally the same. In fact, when you think about it, why would an organization like NAP go to the trouble to maintain an online bookstore? For one, NAP publishes original works related to parliamentary procedure … Continue reading →

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• Support CAI — Buy a Book!

  Prior to having two books published last year, I hadn’t given much attention to the bookselling world. Sometimes I’d buy a book from the Community Associations Institute (CAI) bookstore at the Annual Conference or Law Seminar.  Or I might purchase a book from the National Association of Parliamentarians on meeting procedure. Or from Barnes & Noble if I happened to be there. Or from Amazon if there was free shipping. Book purchases were really about convenience, since all the books seemed to cost generally the same. In fact, when you think about it, why would any organization like CAI go to the trouble to maintain … Continue reading →

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• Unanimous Consent: Good Presiding Officers Use It!

  Sure, you can use formal procedure to handle routine, noncontroversial matters in board and membership meetings. But why would you? Let’s look at a typical meeting example: Chair: Is there a motion to approve the minutes?[uncomfortable silence, finally followed by]Member: I move to approve the minutes.Chair: Is there a second?[uncomfortable silence, finally followed by]Member: Second! Chair: It is moved and seconded to approve the minutes.  Is there any discussion?[no, there isn’t]Chair: The question is on the motion to approve the minutes.  Those in favor of approving the minutes, say ‘aye.’ . . . Those opposed, say ‘no.’  The minutes are approved.[FYI, everyone … Continue reading →

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• Notes and Comments on Robert’s Rules Receives 2013 Phifer Award

  Notes and Comments on Robert’s Rules of Order, Fourth Edition [now Notes and Comments on Robert’s Rules, Fifth Edition, updated for the 2020 Robert’s] has received the 2013 Phifer Award from the Commission on American Parliamentary Practice (CAPP), an affiliate of the National Communication Association (NCA). The Award recognizes distinguished scholarship in parliamentary procedure and was presented to authors Jon Ericson, Gaut Ragsdale and Jim Slaughter at NCA’s recent 99th annual convention in Washington, DC. The Phifer Award is named for the late Gregg Phifer, a longtime professor of communication and instructor of parliamentary procedure at Florida State University. “While … Continue reading →

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• What Happens if You Lose Quorum During a Meeting?

  My last blog concerned “What Happens if You Don’t Have Quorum at the Start of a Meeting?” A related question is, “What happens if you start the meeting with a quorum, but lose it during the meeting?” While the issue of quorum at the beginning of a meeting can be complicated, the issue of vanishing quorum can get downright confusing. That’s because you can end at a different result depending your type of organization (nonprofit corporation, membership meeting, board, shareholder meeting, governmental body, HOA, condo association, etc.) and location (different states have different statutes). What is the Significance of Meeting Quorum ? Under common … Continue reading →

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• What Happens if You Don’t Have Quorum at the Beginning of a Meeting?

  Quorum is the minimum number of members who must be present at a meeting to transact business. The requirement protects the organization by preventing a very small number of members from taking action on behalf of the entire organization. While there are some exceptions (see below), no motions or votes should occur unless there is a quorum. What Is the Right Quorum? Quorum can be an absolute number (“five members of the board”) or a percentage (“20 percent of the votes in the condominium”) and is usually established in the governing documents, such as the constitution or bylaws. However, quorum is … Continue reading →

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• Should Annual Meetings Approve Minutes?

  Like board meetings, an annual meeting of a nonprofit, condominium association, or homeowner association should keep accurate minutes. After all, adopted minutes are the official record of actions taken at a meeting. Well-written minutes may be the best proof of whether a proposal was adopted or the exact wording of a motion, possibly even years later. (See “A Minute on Meeting Minutes” for tips on best practices.) Who Approves Annual Meeting Minutes? But who should vote to approve annual meeting minutes? It’s not uncommon for such membership meetings to take up the minutes as an early item of business at the following annual meeting. But … Continue reading →

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• A Minute on Meeting Minutes

  Adopted meeting minutes are the official record of actions taken at a meeting.  As a result, well-written minutes can be invaluable. In the event of a dispute, minutes are the best proof of whether a proposal was adopted or the exact wording of a motion. State statutes and governing documents can, but usually don’t, address what must be in meeting minutes (a few statutes regulate the minutes of governmental bodies and condos/HOA’s). Even without such guidance, if you follow Robert’s Rules of Order, you’re in luck.  The current edition, Robert’s Rules of Order Newly Revised, gives excellent advice on minutes. The short version … Continue reading →

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• The Filibuster and Robert’s Rules of Order

  The term filibuster has burst back into the public consciousness due to several high profile political happenings. Senate Majority Leader Harry Reid has threatened a “nuclear option” in the United States Senate to prohibit filibusters of certain presidential nominees. And recently in Texas, state Senator Wendy Davis used a 13 hour filibuster to defeat an abortion bill by speaking until the legislative clock ran out. Many news reports on these two events have mentioned the filibuster in the context of parliamentary procedure and the parliamentary manual, Robert’s Rules of Order. Twitter even reported that during Senator Davis’ filibuster the phrase … Continue reading →

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• Free Parliamentary Motions Guide to the Current Robert’s Rules of Order

  The latest Robert’s Rules of Order is Robert’s Rules of Order Newly Revised (11th Edition)[now the 12th Edition published in 2020]. Each new edition brings changes to procedure (the 11th Edition lists 120). If you go hunting in Robert’s, you’ll find more than 80 different motions, but that’s more motions than you’ll likely need in a lifetime of meetings. Robert’s Rules of Order permits small boards to operate quite informally. Even large membership meetings can survive on fewer than about a dozen motions. Click the following motions guide for a Roberts Rules of Order PDF. Visit www.jimslaughter.com for other charts and motions guide to Robert’s Rules … Continue reading →

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• Finding the Right Robert’s Rules of Order

  At several recent association meetings I’ve seen members using the wrong Robert’s Rules of Order (that is, books that look like Robert’s, but aren’t). Does which version of Robert’s Rules is used make a difference? Absolutely!  Many organizations dictate in their governing documents that a particular parliamentary book will be followed when transacting business. State statutes often require corporations, nonprofits, or government bodies to follow specific rules or even Robert’s Rules. For instance, both the N.C. Planned Community Act and the N.C. Condominium Act provide that community association membership and board meetings must be conducted according to “the most recent edition of Robert’s … Continue reading →

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• Happy Birthday, General Henry Martyn Robert!

  Today (May 2) is the 176th birthday of the author of the original Robert’s Rules of Order, Henry Martyn Robert.  He was born May 2, 1837, in Robertville, South Carolina. Henry Martyn Robert and Roberts Rules of Order History The current edition of the book, Robert’s Rules of Order Newly Revised (11th Edition)[now the 12th Edition released in 2020], would be hardly recognizable to Robert.  His 1876 Pocket Manual of Rules of Order for Deliberative Assemblies was 176 pages long.  Robert’s vision was to create a “very brief pocket manual, so cheap that every member of a church or society … Continue reading →

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• Meeting Myths

  5 Myths About Meetings & Parliamentary Procedure If your association meetings are organized, properly run and stay on track, consider yourself lucky. If not, it’s likely your association is spending time on things it shouldn’t or isn’t doing things it should. There are several reasons why you might be having troubles. Let’s dispel some common meeting myths and explore what it takes to run a good one. yth #1: Parliamentary Procedure Doesn’t Matter. Many associations dictate in their governing documents that a certain parliamentary book will be followed when transacting business. In fact, North Carolina and other states have statutes … Continue reading →

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