This is an email I sent to the HSVPOA Board of Directors regarding the gross and flagrant violation of our Governing Documents, especially our Bylaws and the suspension of these Bylaws in order to convene a Governance Committee meeting.
Dear HSVPOA Board of Directors,
The Governance Committee was approved by the Board on August 16, 2017. The Governance Committee is the committee where all of the governing documents are reviewed, and/or revised, or the committee can create a new governing document. It is then presented to the Board for a vote. The committee is comprised of three board members and the CEO. The Governance Committee is a Standing Committee and is in violation of our governing documents, particularly our Bylaws.
“The Governance Committee is a Standing Committee that is in flagrant violation of HSVPOA’s Bylaws. In particular, the Governance Committee violates Article XII, Section 4, H. This Bylaw reads:
“a member who is serving on the Board of Directors, or whose spouse presently serves on the Board of Directors, shall not serve on a Standing Committee, until after completion of service on the Board of Directors.”
The Governance Committee has been in violation of the Bylaws since its inception in 2017. I believe since 2017 any drafting and/or revisions of our bylaws, covenants, the CMP (CMP is a Governing Document) or any other governing document should be null and void because the Governance Committee does not have legal standing.
Previously, I contacted the Board and asked for the Governance Committee to be disbanded. This information is at the link below. The emails at this link are paraphrased to make reading easier. Link to article on disbanding the Governance Committee
At the HSVPOA Board Meeting held on June 19, 2019, Board Chair, Cindy Erickson, announced the suspension of the rules (Bylaws) in order to revise the Bylaws and committee charters.
See partial transcript from the meeting below:
The Board Chair stated:
“I asked the Board for their concurrence that we suspend the rules to allow the Governance Committee to convene to discuss how best to quickly resolve those inconsistencies. I did get a majority of the Board to agree to allow us to do that and we did that yesterday morning for three hours, I think it was. So, we worked on that and produced the document that you see in the Board packet today.”
Recommended revisions to Bylaws from illegal Governance Committee HSVPOA15RecommendedRevisions-to-Bylaws-Art.-XII
Bylaws: ARTICLE XIX Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order shall govern in all cases to which they are applicable and in which they are not in conflict with the organization’s Bylaws or any special rule of order.
The Board violated Robert’s Rules of Order by suspending the Bylaws. The Bylaws is a contract between the corporation and its members. Suspending Bylaws does not fall under any special rule of order.
“Know when you can’t suspend the rules”
“Unless you provide a rule to allow you to make exceptions, you probably don’t want to have any rules at all. But some rules cannot be suspended:
Constitution and bylaws: Your bylaws are a contract between members, and they can’t be suspended, no matter how great a vote to suspend them may be. Nor can they be suspended because the rule is just too inconvenient. The same goes for any procedural rules written into the laws governing the organization (such as state corporation laws).” Link to Quote from “Robert’s Rules and the Motion to Suspend the Rules
Taking any action that conflicts with bylaws is wrong
“Whenever the U.S. Congress enacts a law that treads on the fundamental rights of a citizen, that citizen can take ’em to task and show Congress just how the law is unconstitutional. Well, bylaws are like that, in a way. Adopting a motion or taking any action that conflicts with your bylaws is wrong — and, under Robert’s Rules, any such action is null and void.” Link to Quote from “The Role of Bylaws Under Robert’s Rule
Disband the Governance Committee immediately
Our Parliamentarian failed to enforce Robert’s Rules of Order pertaining to the suspension of the Bylaws. Due to the Board’s serious infractions of the Governing Documents and Robert’s Rules of Order as pertaining to the Governance Committee, I am again requesting that the Governance Committee be disbanded immediately.