Board of Directors Meeting Thursday, May 29, 2025

Purpose of speaking time limits
Speaking time limits are intended to keep meeting discussions focused and maximise participation. They ensure that order is maintained and the proceedings run on schedule.

Time limits also promote fairness by preventing a single member from monopolizing the available discussion time. This way, dominant personalities cannot overshadow quieter members.

RCSC has formally adopted Robert’s Rules of Order as its parliamentary authority.

Has it included the 3-minute rule in the bylaws and adopted as meeting etiquette to guide all open proceedings, The Exchange and board meetings?

What does FYI, our resident Robert’s Rules of Order expert say?? Thanks, in advance, for your advice.

 

If not for the permission granted in the bylaws that allow Members to comment only on motions listed on the agenda, any parliamentarian will tell you that, as a guest, you have no right to speak at all because you are not a member of that assembly.

 

Thanks, FYI. There is no RCSC bylaw mandating a 3-minute time limit, correct?

 

As far as I know, there is no written rule limiting time.

They seem to make-up rules as they go as we now have a ticket machine like the one at the deli counter, and who remembers the bell at the back table?

 

Thanks! I found nothing in our Bylaws or Board Policies, that’s why I asked you!
Could a member, eligible to comment, call for a point of order when they’re cut off after the 3-minute limit is called, to extend their right to speak longer?

 

I would think not! The only permission you were granted was to speak for 3 minutes.

I think if you were to call a point of order it would simply be ignored by the chair because, once again, you are not a member of that assembly and that would exceed your permissible involvement in a meeting of the board.

Just my opinion!

 

EM, I was an underwriter of corporate surety bonds (look it up) which is insurance but it’s not insurance. It would take a few minutes to explain. I did have to learn regular insurance as I also underwrote coverages for financial institutions.

Suretyship goes back at least 5,000 years as it is mentioned in the book of Genesis.

 

Correct me if i'm wrong Tom, but the RCSC can write bylaws that supersede Robert's Rules of Order and the point of them being utilized is when the bylaws are silent on an issue. The whole point of the reference to them is to clarify what should happen in that silence.

 

I would suggest that you are half right!

If there's a rule in Robert's Rules that you don't like, you can write a Special Rule of Order that supersedes Robert's Rules and applies to all future meetings. As an example, Robert's Rules allows each Member to speak during debate twice for 10 minutes each time on each new motion. You would need to adopt a Special Rule of Order to change any of those parameters, like speaking as many time as you want but only for 3 minutes each time.

I would say that if there is no rule in the bylaws about a certain issue that may have arisen, I would say you need to go to the state statutes first. If the particular issue is not addressed in the statutes, then you can go to Robert's Rules.

 

So, the Robert’s Rules refers to debate on a motion to the time limit set at 10 minutes and no more than twice per speaker. This sounds like a reference to a motion, but what does Robert’s Rules state as to open discussion where a motion is not an issue, but rather discussion from the floor on any given topic?

 

Not sure what you're referring to when you say "discussions from the floor" but I assume you're referring to discussions between Directors and Members?

That's a tough question and something I've been concerned with. Technically, once the motion is read by the Chair or the Maker, the motion no longer belongs to the Maker, it now belongs to the assembly (the Board of Directors) where typically debate on the motion by the Directors begins.

There are six stages to a motion:

1 Make Motion

2 Seconding the Motion

3 Chair states the Motion – Motion no longer belongs to the maker

4 Members Debate the Motion

5 Chair puts the Motion to a vote

6 Announcement of Results of Vote


At that point, by allowing Members to comment once the motion has been stated, one could suggest that they are now participating in debate, which is not allowed because they are not members of that assembly.

I know it's a sticky issue. How do you allow the Members to comment if they don't first hear what the motion is? But I guess that's the way it has too be?

As far as discussion by the Director's goes; I would say that they are operating under Procedures in Small Boards meaning they function under a much looser set of guidelines.

"49:21 Procedure in Small Boards. In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects:

1) Members may raise a hand instead of standing when seeking to obtain the floor, and may remain seated while making motions or speaking.

2) Motions need not be seconded.

3) There is no limit to the number of times a member can speak to a debatable question. Appeals, however, are debatable under the regular rules—that is, each member (except the chair) can speak only once in debate on them, while the chair may speak twice.

4) Informal discussion of a subject is permitted while no motion is pending.

5) When a proposal is perfectly clear to all present, a vote can be taken without a motion’s having been introduced. Unless agreed to by unanimous consent, however, all proposed actions must be approved by vote under the same rules as in larger meetings, except that a vote can be taken initially by a show of hands, which is often a better method in small meetings.

6) The chairman need not rise while putting questions to a vote.

7) If the chairman is a member, he may, without leaving the chair, speak in informal discussions and in debate, and vote on all questions."

I know that doesn't really answer your question regarding a dialog between a Director and Member, but remember, the Board no longer wishes to get into a dialog. They have instructed Members to state all their comments and questions within their 3 minute time limit and the Board will respond at the end of your time.

 

In reading the Arizona Revised Statutes, Article10-3701, it states that meetings have to have a 10 day notice period prior to the meeting date. Nothing is referenced to any kind of time limit placed on a speaker at any time during any meeting.
10-3701. Annual and regular meetings; exceptions

A. Unless otherwise provided in the articles of incorporation or bylaws, a corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

B. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

C. A corporation may hold annual and regular membership meetings in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold annual and regular meetings at the corporation's principal office.

D. At regular meetings the members shall consider and act on any matter raised and that is consistent with the notice requirements of section 10-3705.

E. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

F. Notwithstanding this chapter, a condominium association shall comply with title 33, chapter 9 and a planned community association shall comply with title 33, chapter 16 to the extent that this chapter is inconsistent with title 33, chapters 9 and 16.
The items bolded note that members shall act on any matter raised, meaning members have the ability to raise whatever topic the member chooses as noted as “any topic chosen”. Nowhere in the ARS are time limits established for members to speak.

 

Being that the ARS are basically silent on any rules governing debate, I would say that the following statute applies. I would also say that it probably applies to John's concern about the RCSC having specific qualifications to serve as a Director?

10-3206. Bylaws

A. The board of directors of a corporation shall adopt initial bylaws for the corporation.

B. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

 

Thank you FYI for the very relatable link provided. The board has “instructed members” is an administrative action that is defended against the members how? Why is an administrative action against an entire corporate entity upheld and by what evidence or standard? What legal standing does an instruction hold that can deny a member’s right to speak freely, when the topic warrants additional time?
In my opinion, I find no legal standing or basis , except for an administrative action, that the board has established “instructions” to member activity.

 

So what do you suggest as an option? Would simply prefer that they eliminate the permission in the bylaws that allows Members to comment on motions? That would IMHO only seem to drive a wedge in-between the Board and the Members even deeper?

But of course there needs to be some accommodation for the Members to express their opinions and concerns, but when all is said and done, it only the Board that decides!

Not really sure where your end-point of this conversation/issue is going? What is it that you would like to see?

 

But there is no bylaw stating any provision about limiting the amount of time a member can speak at.a meeting. The provision of managing and regulating the affairs of the corporation refers to bylaws of a corporation, of which nothing of the sort is written in regards to regular meetings of the members. Limitations of the ability to speak is not inconsistent as it is not addressed in the bylaws or the ARS.

 

What I would like to accomplish is the ability to convey a complete and comprehensive message as to action plans. Actionable items such as an instructor led training class for new directors when elected. Actionable items such items that offer member benefits such as a “welcome wagon” type group established. Action item for support of a RCSC printed newspaper/newsletter delivered to every address in Sun City. If I write the entire list here on TOSC, my fingers will cramp up. We have all spent years speaking to the needs of the corporation and the members, but no action ever comes of it. I want to see these items turned into action. I want some time to discuss these items and present in a clear and concise way, not running to the back of a line, like a child at a dodgeball game. Hope that conveys my thoughts on my desire to speak about ideas that need more than three minutes..

 

I 100% agree with that statement.

I have been harping for years that they need to document many of their rules, but they have no interest in doing so.

Just as the Corporate Documents have a listing for Board Policies, that list also needs to have a listing for Special Rules of Order. And what could some of those Special Rules be?

They seem to be functioning under their own Standard Order of Business so I would suggest writing a Special Rule that includes items that are not listed in the Standard Order of Business like listing the need to actually approve the agenda ( if an agenda has not been approved, it has no effect on the meeting other than acting as a note of reference).

How about authorizing the use of a Consent Agenda? RONR will tell you that you can only use a Consent Agenda if its authorized in the bylaws or Special Rule of Order (RONR 41:32)

A Special Rule of Order could also list the use of only those specific items listed in the Procedures in Small Boards that they want to use?

Look, I think our bylaws leave a lot to be desired. I'm looking forward to seeing what the Ad Hoc Bylaw committee comes up with. I hope they make the bylaws concentrate more on how to and the rules to conduct a meeting rather many other issues that in my opinion belong as a Board Policy!

I'm about to enter the "I don't give a shit" crowd because nothing really seems to change.

 

We have spent years speaking to a wall!

 

FYI,
This is why we need action items! We need these ideas and solutions put forth in a way that produces results. Results as in the items are implemented or are being studied with a specific response date established. The board needs to pay attention to the members and seek ways to include the ideas presented. The process changes and projects suggested are valid, and have credibility and credence to their applications. The board could lighten its load if it would allow the members to step up and provide their expertise.