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
Category Archives: Corporate Law
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
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
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
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
Community Association Records Requests – Who Can Get What, When and Why
Member records requests is a frequent topic of consultation with boards and managers. The law in North Carolina is somewhat nuanced when it comes to what constitutes a record of the association, and who is entitled to review that record and under what circumstances. Here, we look at North Carolina law generally related to records requests and how a community should evaluate and respond to a request for records. In this state, homeowner, property owner and condominium members have certain document inspection rights under the Nonprofit Corporation Act, Chapter 55A of the North Carolina General Statutes, and the Planned Community … Continue reading
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
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 Certified Professional Parliamentarian, Jim Slaughter—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 association has, the issues … Continue reading
Does New Law Mean Associations Don’t Have to Hold Annual Meetings?
Since HB 320 passed (see Bill Adopted to Allow Electronic Membership Meetings and Voting in North Carolina Associations), we’ve had questions to the effect of “Do we have to hold annual member meetings anymore?” The thinking seems to be that because the new law allows decisions by “written ballots or electronic voting” that you could use those methods and forego the annual meeting. That is, a written or electronic ballot could be sent out for everything that needs to be handled at the annual meeting and then have no meeting at all. Anyone who suggests that the new law … Continue reading
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
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
Simple Summary Of The “Free” Step-Up In Basis For Estate Assets And Possible Changes with the Proposed American Families Plan
Most of my clients do not have to deal with estate taxes due to the current 11.7-million-dollar exemption per spouse. Despite this, there are still many important conversations involving taxation that may come up in the initial estate conference at the death of a loved one from deferred income tax with inherited IRAs, fiduciary tax returns, taxation of income earned by irrevocable trusts, and the big one that always comes up and which is the focus of this blog, capital gains taxes. Capital gains tax is not an estate tax or related to death at all, but it is still … Continue reading
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
Guilford County Mask Mandate-Effective August 13, 2021
As a result of the latest COVID-19 surge and the more contagious Delta variant, Guilford County has issued a mask mandate that becomes effective today, August 13, 2021, at 5:00 P.M. The mandate will remain in effect until the earlier of: 1) expiration or termination of the Proclamation of a Local Emergency, 2) January 8, 2022 at 5:00 P.M., or 3) modification or revocation by the Guilford County Board of Health. The mandate states: 1: Individuals must wear Face Coverings when indoors in all businesses, establishments, and public places. 2: All businesses, establishments, and public places must require that all … Continue reading
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
EEOC Issues New COVID-19 Guidance to Employers
From time to time throughout the COVID-19 pandemic, the Equal Opportunity Commission (“EEOC”), who is tasked with overseeing and administering federal anti-discrimination laws, including Title VII of the Civil Rights Act and the Americans with Disabilities Act (“ADA”), has issued guidance to employers seeking to smartly balance compliance with federal laws and regulations against the need to keep workers, customers and visitors to their businesses safe. With more businesses re-opening their doors and vaccines readily available, the EEOC released updated guidance to help struggling employers. In particular, the EEOC confirmed that: Employers can require all employees physically entering their workplace … Continue reading
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
NC Community Association Legislative Update – May 14, 2021
Like everything else during this past year of COVID, the legislative process has also been different. Usually by now in the first year of a new session of the General Assembly, a number of bills that could affect North Carolina HOAs and condominiums would have been introduced. Some would move forward, and some not. In contrast, this have been a fairly quiet year for community association proposals. Almost certainly that’s because of the focus and attention on economic and health issues. That said, there are a few proposed bills that, if adopted, would impact community associations. Yesterday, May 13, 2021 … Continue reading
(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
Department of Labor announces changes to independent contractor or employee determination
In the final days of the Trump Administration, the Department of Labor put forward clarifications to help businesses determine whether workers could properly be classified as employees or independent contractors. Under the new guidance, the Department of Labor would initially consider only two factors – specifically, the level of control the individual has over his or her own work and the opportunity for profit or loss due to his or her own personal investment. If, and only if, these factors were inconclusive would businesses then proceed to evaluate or consider the level of skill of the role involved, the permanence … Continue reading