Posts: 1,252
Threads: 10
Joined: Sep 2014
Originally posted by reni:
In the chain of authority, a policy does not supersede our bylaws. A "memorandum" does not supersede our bylaws.
I do concur that bad behavior is counter productive and needs to be curtailed and I would suggest turning to our Bylaws for this.
Just a healthy discussion here...How can we turn to our bylaws if our bylaws doesn't have specific language on enforcement measures when there are behavioral issues at board and membership mtgs? That's what the policy's for.
I think we disagree on whether or not Executive Session can be called for any other purpose than what is allowable per our bylaws...
It's a good time for the Bylaw Committee to take a look at the executive session bylaw.
On the topic of HPPOA CORPORATE POLICES.............my copy doesn't read what yours reads either!!!
Your corporate policy as well as your conduct policy are different? What's going on? The Corporate Policy by the way did have a minor tweaking that was approved by the board at the last mtg as I stated earlier. I don't know if the amended copy is available yet.
Posts: 703
Threads: 15
Joined: Jun 2013
Aloha Mermaid,
'Just a healthy discussion here...How can we turn to our bylaws if our bylaws doesn't have specific language on enforcement measures when there are behavioral issues at board and membership mtgs? That's what the policy's for."------------------------------------------------------------------
My suggestion in turning to our bylaws was in reference to first and foremost, adopting a version of Robert's Rules of Order as required by our bylaws and then Following the procedure . It does give the chair authority to conduct the meeting with some leverage of control.. RR Handbooks have suggestions of how to help diffuse unruly participants .
I realize this is Not always enough with some and I am Not AT ALL opposed in having a policy established " that
has specific language on enforcement measures" .
My letter to Board members addressed 2 points.
I received a copy of a memorandum/policy . It did not state that it was a Policy adopted by our Board of Directors .
(To avoid further confusion, the simple fix would be to provide the actual adopted policy in lieu of passing out the 2/13 memorandum )
My other point is objecting to holding Executive Session for "discussing Board Member behavioral allegation". This is not in our bylaws. Discuss , yes, Just not in Executive Session.
Is this even in the adopted policy???
Posts: 1,252
Threads: 10
Joined: Sep 2014
Aloha Reni,
[quote]Originally posted by mermaid53
HPPOA Memorandum No. 2 Conduct Policy dtd 1/19/2014 is our adopted policy. It references our bylaws, our personnel handbook, Robert's Rules 11th edition, and HRS Chap 414D Hawaii Nonprofit Corporations Act. Also references, "Rescission - Any previous Board motions that specified procedures for misconduct. Mandated Date of Review - 3 yrs."
"Attachment A Board Conduct Procedures C. If the noted behavior continues or escalates, the offended Board Member or HPPOA staff may request an Executive Board session to discuss the behavior and render a ruling by the Executive Board in reaction to the behavior. When the Board Member's behavior is addressed to a lot owner/member, the member may ask the Board to intervene, resulting in an Executive session. If the Board is called to Executive session as a result of a behavioral allegation, the result could be a formal reprimand by the Board.
D. In an Executive Session convened to address alleged misbehavior, the allegation is stated or read and the person perceived as acting in an inappropriate manner can rebut the allegations. After discussion, the Executive Board votes by majority vote, utilizing secret ballot, whether to issue a formal reprimand and the reason for the reprimand."
I believe this policy provides the option to go into Executive Session for these issues. I could be wrong and I need to go check the minutes, but I thought prior to June and Bruce resigning in October 2014, the board approved which version of RR's were going to be utilized.
Posts: 173
Threads: 0
Joined: Nov 2014
quote:
Originally posted by mermaid53
Aloha Reni,
[quote]Originally posted by mermaid53
HPPOA Memorandum No. 2 Conduct Policy dtd 1/19/2014 is our adopted policy. It references our bylaws, our personnel handbook, Robert's Rules 11th edition, and HRS Chap 414D Hawaii Nonprofit Corporations Act. Also references, "Rescission - Any previous Board motions that specified procedures for misconduct. Mandated Date of Review - 3 yrs."
"Attachment A Board Conduct Procedures C. If the noted behavior continues or escalates, the offended Board Member or HPPOA staff may request an Executive Board session to discuss the behavior and render a ruling by the Executive Board in reaction to the behavior. When the Board Member's behavior is addressed to a lot owner/member, the member may ask the Board to intervene, resulting in an Executive session. If the Board is called to Executive session as a result of a behavioral allegation, the result could be a formal reprimand by the Board.
D. In an Executive Session convened to address alleged misbehavior, the allegation is stated or read and the person perceived as acting in an inappropriate manner can rebut the allegations. After discussion, the Executive Board votes by majority vote, utilizing secret ballot, whether to issue a formal reprimand and the reason for the reprimand."
I believe this policy provides the option to go into Executive Session for these issues. I could be wrong and I need to go check the minutes, but I thought prior to June and Bruce resigning in October 2014, the board approved which version of RR's were going to be utilized.
The bylaws CAN NOT be changed by a motion! The bylaws clearly state what can be processed in ES and that is all. Sine 414-D has no provisions for ES the bylaws have the ultimate authority over ES and the only way they can be modified is through a bylaw vote.
Any reference to adding to the bylaws isn't worth the paper it's written on, you should know better than that.
All other business is to be done in public at a BOD meeting. Think about it the board could make any motion they want, approve it and do business in the dark, there are no exceptions.
Posts: 703
Threads: 15
Joined: Jun 2013
Per watchdog,
"The bylaws CAN NOT be changed by a motion!
All other business is to be done in public at a BOD meeting. Think about it the board could make any motion they want, approve it and do business in the dark, there are no exceptions."
------------------------------------------------------------------------------------------------
This is my position as well. A policy can not stand if it is contrary to our bylaws.I did get a response to my email from a board member and I appreciate that . I reiterated this exact point in my response , added another thought and advised to verify the authority of this policy with an attorney. Here's the other thought.
Allegations of conduct misbehavior (members or Board members) and the way the Board reacts is a potentially libelous situation. (I'm not in agreement that a policy of this nature be passed without the blessing of our association's attorney). Our well intended directors might think that following this procedure personally protects them from liability . Does it? Did we the Association give the Board authority to meet behind closed doors to discuss behavior of board members or association members? We did not.
I realize I think differently from most. My partner and I owned and operated our own Corp.s on Oahu for close to 25 years. My thought process is not that of "blame".... it's more of fixing the root cause. Our livelihood depended on this type of reasoning.
We can not fix a problem by violating the Federal law, State statues, county ordinances or our bylaws. Nothing "get's fixed" with this reasoning.
Posts: 1,252
Threads: 10
Joined: Sep 2014
I checked the past minutes...no the board didn't address the topic of which RR's they would be using during their tenure.
Regarding the Conduct Policy...this was in effect during watchdog's tenure and I didn't hear him advise the board otherwise, nor object when it was used to address a situation that may have involved himself, or his staff or directors'. Incidents that were public knowledge but the details were discussed in executive session, sometimes w/an attorney present.
Watchdog, this discussion is about behavioral issues w/members, employees and directors being conducted in an executive session.
Reni, maybe you should suggest at the next board mtg that they consult with an attorney since you're pretty adamant of your viewpoint. Then it can be resolved and put to bed.
Posts: 173
Threads: 0
Joined: Nov 2014
quote:
Originally posted by mermaid53
I checked the past minutes...no the board didn't address the topic of which RR's they would be using during their tenure.
Regarding the Conduct Policy...this was in effect during watchdog's tenure and I didn't hear him advise the board otherwise, nor object when it was used to address a situation that may have involved himself, or his staff or directors'. Incidents that were public knowledge but the details were discussed in executive session, sometimes w/an attorney present.
Watchdog, this discussion is about behavioral issues w/members, employees and directors being conducted in an executive session.
Reni, maybe you should suggest at the next board mtg that they consult with an attorney since you're pretty adamant of your viewpoint. Then it can be resolved and put to bed.
Previous bad behavior does not warrant current of future bad behavior by the board.
Posts: 218
Threads: 10
Joined: Dec 2005
hppwatchdog beat me to it. As I have posted before:
"A bad act is a bad act, no matter how many times it is committed or by whom."
I am appalled that anyone would assert otherwise, no matter what the underlying reason.
Posts: 218
Threads: 10
Joined: Dec 2005
On another matter:
Mermaid is partially right in that an Executive Session can be used to consider the conduct of an employee, as stated in the Bylaws about the ambit of an Executive Session. There is no need for this inclusion in a conduct policy, employee handbook or memorandum - it is a waste of time, paper, ink and electricity.
However, hppwatchdog is right that 414D has no mention of what can or should be included (or not) in the Bylaws for the domain of an Executive session. Therefore, the Bylaws are the final authority on this question (personnel issues, matters of litigation, or matters of attorney/client privilege).
Any policy, handbook, memorandum, etc. must comply with the Bylaws, or they, too, are a waste of time, paper, ink and electricity. Any attempt to justify actions not sanctioned by the Bylaws (both positively and negatively) could be considered an effort intended to contravene those Bylaws.
Posts: 1,252
Threads: 10
Joined: Sep 2014
A healthy debate going...
As stated earlier, this is something for the bylaw committee to look at and meanwhile, those that are adamant about their stance should propose the board consult an attorney.
An attorney won't be consulted by the BLC until all proposed amendments are completed and that is a way's away.
|
