Dear Parliamentarian Vol. 137 August 2007
Dear Parliamentarian Vol. 137 August 2007
Answers to your Parliamentary Questions
drvideo@comcast.net
"Dear Parliamentarian" is written by the author of Parliamentary Procedures Made Simple: The Basics, an 80 minute video that tells how to have better meetings.
Dear Parliamentarian,
The current Board of Directors of our homeowners association has informed the membership that no quorum or majority of votes held by qualified members is required for the election of board members at our annual meeting. Their interpretation is that the board members are elected by the majority of votes actually cast by membership whether it is one vote cast or more. They are in agreement that a quorum of the membership (in person or by proxy) must be obtained to hold the annual meeting, but not that a quorum or majority of qualified votes must be received for an election to be valid.
Previous Board members argue that the Declaration and Articles of Incorporation requires a quorum of 30% on any vote, and that the Board members are elected by the majority of votes cast by members represented by a quorum of 30% of the sum of all the votes held by qualified members or received from a majority of the members . Therefore, it is their opinion that, with our 150 total qualified voters, 45 valid votes must be received in order to elect a new Board of Directors or ,if a majority is required, than 76 must be received. (Article 1, Section 4 and Article 3. 4.1 (B) provided below).
There is conflict with some of the wording in our By Laws and our Articles of Incorporation. However, our By Laws provide that, if any irreconcilable conflict exits, the provisions of the Articles prevail (provided below).
The current Board of Directors has refused to address concerns from members and obtain an opinion from an attorney.
We would appreciate your opinion as to how many qualified votes must be received in order to elect a Board of Directors at an annual meeting of our association. (There are a total of 150 votes held by qualified members in our community).
I have enclosed areas from our documents and Florida Statute regarding quorums and voting. Thank you very much for your assistance.
Permission granted for alteration of question content. Alvina Pitches
Highlighting and underlines provided for emphasis.
The first two sections listed below address conflict within the documents and provide that the Bylaws are subject to the Articles of Incorporation or the Declaration. The remaining sections are in regards to quorums and voting.
BYLAWS ARTICLE 14 CONFLICT
14.0 Conflict. If any irreconcilable conflict should exist , or hereafter arise, with respect to the interpretation of these Bylaws and the Declaration of Articles of Incorporation, the provisions of the Declaration or Articles of Incorporation shall prevail.
BYLAWS ARTICLE 1 GENERAL PROVISIONS
1.1 Bylaws Subject to Other Documents. The provisions of these Bylaws are applicable to the Association, and are expressly subject to the terms, provisions, covenants, and conditions contained in the Articles of Incorporation of WOODFIELD AT HERITAGE OAKS HOMEOWNERS ASSOCIATION, INC. (hereafter referred to as the "Articles ") and subject to the terms, provisions, covenants, and conditions contained in the Declaration.
*********************************************************************
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
Article I. MEMBERSHIP AND VOTING RIGHT IN THE ASSOCIATION
Section 4. Membership Vote.
Voting will be allowed and conducted as called for in the By-Laws. Voting will be allowed by certified written mailed-in ballot on all issues that require a vote by the full Association. The maximum number of votes that may be cast is the sum of all votes held by qualified Class A members and the Class B members either present in person or by written proxy at the time the vote is taken at a meeting, or by actual recorded ownership of platted lots if by certified written ballot. The number of votes needed for a quorum on any vote in person or by certified written ballot of the Association shall be a minimum of 30% of the sum of all the votes held by qualified Class A members and Class B members for any ballot to be valid. All matters to be voted on by the Association shall require a quorum and shall be decided by a majority of those votes cast by owners represented by the quorum. Voting shall also be permitted by
general or limited proxy at any meeting of the Association.
ARTICLE 2 MEMBERSHIP, VOTING, QUORUM, PROXIES
2.1 Quorum. The number of votes needed for a quorum on any vote in person or by certified written ballot of the Association shall be a minimum of thirty percent (30%) of the sum of all the votes held by qualified Class A Members and Class B Members for any ballot to be valid. All matters to be voted on by the Association shall require a quorum and shall be decided by a majority of those votes cast by Owners represented by the quorum unless a greater number of votes are required pursuant to these Bylaws, the Articles or the Declaration.
2.5 Voting. In any meeting of Members, the Owner of each Lot, subject to the provision of Paragraph 2.2 hereof, shall be entitled to cast one (1) vote except as to Developer who shall be entitled to cast nine (9) votes for each lot owned until the Turnover Date. The vote of a Lot shall no be divisible. The maximum number of votes that may be cast is the sum of all votes held by qualified Class A members and The Class B member either present in person or by written proxy at the time the vote is taken at a meeting or by actual recorded ownership of platted Lots if by certified written ballot.
2.6 Majority Vote. The acts approved by a majority of the Members present or by proxy at a meeting at which a quorum shall have been attained shall be binding upon all Members for all purposes, except as otherwise provided by law, the Declaration, the Article or these Bylaws.
ARTICLE 3 ANNUAL AND SPECIAL MEETINGS OF MEMBERSHIP: PROVISONS
3.2 Notice of Meeting; Waiver of Notice.
( B) Action required or permitted to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the members entitled to vote on such action having not less than the minimum number of votes necessary to authorize such action at a meeting in which all members entitled to vote on such action were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving members having the requisite number of votes and entitled to vote on such action, …
4.1 Board of Directors:
(A) The Board of Directors shall consist of not less than three (3) nor more than seven (7) Directors. The initial Board of Directors shall consist of three (3) Directors. The Board shall continue to consist of three (3) Directors until changed by majority vote of the membership. Directors need not be Lot Owners.
(B) … At the Turnover Date, the Board of Directors shall cause to be mailed to all Members a form upon which each Member shall be entitled to elect at least a majority of the Board of Directors. The nomination form shall be returnable to the Association within fifteen (15) days of its mailing by the Association; nomination forms received after said fifteen (15) days shall be null and void… Within fifteen (15) days after the date upon which nomination forms are required to be received by the Board of Directors, the Board of Directors shall mail to each Member a ballot containing the names of each nominee for the Board of Directors and appropriate space for write-in votes. Each Member shall be entitled to vote for one person for each Director position. The ballot shall be signed and dated by the Member. The ballots shall be returned to the Association Secretary not earlier than fifteen (15) days and not later than thirty (30) days after the date the ballot is mailed, as determined by the Board of Directors. Each ballot shall constitute a written consent within the meaning of Section 617.0701, Florida Statutes, and shall be filed with the minutes of proceedings of Members. The ballots shall not be effective to elect a Board of Directors unless ballots properly signed and dated are received from a majority of Members. The Association Secretary shall tabulate the ballots and provide written notice to each Member within ten (10) days of the date established for the receipt of ballots by the Association of the names of the Directors elected pursuant hereto, or if the number of ballots received were insufficient to elect a Board of Directors, the existing Board of Directors, in its discretion, may call a meeting of Members to elect Directors or may repeat the process above described until a Board of Directors is elected.
4.2 Election of Directors
(C) The election shall be by written ballot (unless dispensed with by unanimous consent) and by a plurality of the votes cast, each person voting being entitled to cast his vote or votes for each of any nominees are there are vacancies to be filled. There shall be no cumulative voting.
*********************************************************************
Florida Statute: 720.306 Meetings of members; voting and election procedures; amendments. --
(1) QUORUM; AMENDMENTS.--
(a) Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests . Unless otherwise provided in this chapter or in the articles of incorporation or bylaws, decisions that require a vote of the members must be made by the concurrence of at least a majority of the voting interests present, in person or by proxy, at a meeting at which a quorum has been attained. - - -
(9) ELECTIONS.--Elections of directors must be conducted in accordance with the procedures set forth in the governing documents of the association . All members of the association shall be eligible to serve on the board of directors, and a member may nominate himself or herself as a candidate for the board at a meeting where the election is to be held . Except as otherwise provided in the governing documents, boards of directors must be elected by a plurality of the votes cast by eligible voters. Any election dispute between a member and an association must be submitted to mandatory binding arbitration with the division. Such proceedings shall be conducted in the manner provided by s. 718.1255 and the procedural rules adopted by the division.
The Parliamentarian
Dear Alvina,
Your answer to the question of electing directors is in the last section under election of directors..."They must be elected by a plurality vote. The exceptions that you highlighted must specifically address officers and not general voting procedures which you have quoted. A plurality means the people who get the highest number of votes are elected to office. This is very common in elected HOA boards and officers. The reasoning is that since many do not attend these meetings, it would be difficult to get a majority to elect someone to office.
The Parliamentarian
PS. Another thought. In my first e-mail response I was looking at the state law. But I want to point out to you that the exception to the voting procedure is the one provided for in your bylaws about electing officers.
The election shall be by written ballot (unless dispensed with by unanimous consent) and by a plurality of the votes cast, each person voting being entitled to cast his vote or votes for each of any nominees are there are vacancies to be filled. There shall be no cumulative voting.
So let's look at this. This is the exception and takes precedence over the other bylaws which have to with "actions" or motions of the association not election to office. I might point out that this does not use the word "majority" but "plurality" which are two different ways of counting votes. The first is more that half of those voting when a quorum is present and the second that which gets the most votes no matter how many are voting or how many are voting.
Another point I would like to make about this bylaw is that it states that a written ballot can be dispensed with by the presiding officer asking "Is there any objection to taking this vote by a voice vote instead of a ballot vote?" If no one objects, then the election can be held that way so there is no record in writing who gets what votes. If you want the members to be elected by a majority vote then you need to change this bylaw. You also need to get rid of the exception and state that the election must be by ballot.
The Parliamentarian
On 8/24/07, alvina pitches <mikealvina@gmail.com> wrote:
Dear The Parliamentarian,
I appreciate your very quick response to our question. In your response, you quoted from 4.2 below. Is that not a conflict with the highlighted area in 4.1? If this is a conflict, how should we resolve the issue?
Thanking you again,
Alvina
4.1 Board of Directors:
(A) The Board of Directors shall consist of not less than three (3) nor more than seven (7) Directors. The initial Board of Directors shall consist of three (3) Directors. The Board shall continue to consist of three (3) Directors until changed by majority vote of the membership. Directors need not be Lot Owners.
(B) … At the Turnover Date, the Board of Directors shall cause to be mailed to all Members a form upon which each Member shall be entitled to elect at least a majority of the Board of Directors. The nomination form shall be returnable to the Association within fifteen (15) days of its mailing by the Association; nomination forms received after said fifteen (15) days shall be null and void… Within fifteen (15) days after the date upon which nomination forms are required to be received by the Board of Directors, the Board of Directors shall mail to each Member a ballot containing the names of each nominee for the Board of Directors and appropriate space for write-in votes. Each Member shall be entitled to vote for one person for each Director position. The ballot shall be signed and dated by the Member. The ballots shall be returned to the Association Secretary not earlier than fifteen (15) days and not later than thirty (30) days after the date the ballot is mailed, as determined by the Board of Directors. Each ballot shall constitute a written consent within the meaning of Section 617.0701, Florida Statutes, and shall be filed with the minutes of proceedings of Members. The ballots shall not be effective to elect a Board of Directors unless ballots properly signed and dated are received from a majority of Members. The Association Secretary shall tabulate the ballots and provide written notice to each Member within ten (10) days of the date established for the receipt of ballots by the Association of the names of the Directors elected pursuant hereto, or if the number of ballots received were insufficient to elect a Board of Directors, the existing Board of Directors, in its discretion, may call a meeting of Members to elect Directors or may repeat the process above described until a Board of Directors is elected.
4.2 Election of Directors
(C) The election shall be by written ballot (unless dispensed with by unanimous consent) and by a plurality of the votes cast, each person voting being entitled to cast his vote or votes for each of any nominees are there are vacancies to be filled. There shall be no cumulative voting.
Dear Alvina,
Before I can comment further, I would need to see a copy of all your documents. What you have sent me about the board election, 4.1 (B) and and 4.2 are in direct conflict with each other. I notice that you have three dots after 4.1(B) and then it says "At the turn over date" this could be applying only to that particular election. If an attorney is looking at this for the board, he is not looking at excerpts from documents but he has the entire document. I would have to do the same. If you would like a professional opinion on this subject, I would need to have all your documents and I would have to charge a fee for this. Also, I may not give you the answer that you want because I don't give parliamentary opinions to suit some one, but what the truth is. However, after I tell the client what the truth of the documents state, I can try to help them achieve their goals if that is possible to do.
The Parliamentarian
Hello,
I am the secretary of our homeowners association. If this is free advice please reply. Our property manager writes out the minutes and emails them to me. I check them for accuracy, make corrections (dates, missing motions, spelling) and then forward it to the remaining board members so they can make sure I did not miss anything.
I realized that we were putting too much into the minutes which was causing controversy and problems among several BoD members. Following Robert's Rules, I recently stripped the minutes down to the essentials. The chair called me for a meeting with her and told me this was not to be done, that this information had to stay in the minutes because we do not keep any other type of documentation. I begged to differ. She pulled my minutes. We now have 7 sets of minutes not placed before our board yet. Some because I would not make all of her wording changes which came in after an agreed upon time.
1. How do I get the minutes onto the agenda?
2. It is also my understanding that any changes to the minutes once they are finished, must be permanently in the minutes using underlining and strike-outs to show that changes were made after the secretary's initial writing and that they must stay in the minutes. She asked me where to find this in writing. Can you help me out? I know I saw it somewhere.
Noel Miner
Secretary & Director RHPOA
Dear Noel,
What goes into the minutes varies. Robert's Rules of Order Newly Revised, 10th edition, says that minutes record what was done not what was said. These are called action minutes. I used to teach this approach until recently when an organization that I am in had to use the minutes in a court trial. I now have a very different view of minutes.
I now recommend putting some back ground information in to the minutes of why a motion was made. It helps those reading the minutes later to understand why the decision was made. I am currently the board secretary of an organization. For example if the Treasurer writes us a letter with the Treasurer's Report with important information about transfers of large amounts of money, or discrepancies in monetary procedures, I put this in the minutes because Treasurer's Reports have a way of not being filed. Since the minutes are used in auditing the books, the audit committee can find out what happened during this time. If a committee reports that certain repairs need to be done to our facilities and the board makes a motion to do them, I put into the minutes the committee information so that anyone reading the minutes can understand why the board took the action. I do not put in debate, but I may put in important factual information that comes out of the debate. If we had some of this information in prior minutes it would have helped us with out court case. I think the most important thing for your HOA to do is to come to some agreement what you need to have in the minutes. Remember minutes are also the history of your HOA. I always ask myself, if someone was reading these minutes ten years later would he understand what happened at our meeting and why we made the decision.
Now about making corrections. I have several books on minutes, and by the way, I have written a very comprehensive training manual about minutes, called "McMintues". You can find out about it on the first page of our home page: parli.com. To make a correction you draw a line through it and then add the information above the correction or in the margin. One book says to date it. No one says to initial it. At the bottom of the minutes, the secretary should write that the minutes were approved as read or corrected, the date it was done, and then write his initials. The secretary always signs the minutes when presented not after they are read. If you have Robert's Rules of Order Newly Revised, 10th edition it has a section on corrections.
Now about getting the minutes on the agenda. Approving the minutes is the very first item of business after the president calls the meeting to order. See Robert's Rules about that, also. If minutes are never official approved then they are not considered the official minutes of that meeting.
Dear Robert:
This is Pam Morrison from Mukilteo again. I am looking forward to the CD you are sending on Nominations and elections.
You also told me to write in my Rules questions. I hope this is the proper way to do that. Here are the hot questions.
These both deal with our board's self-professed authority, not given under their specific stated "powers."
1) Our board members state: "Where the Rules don't say we can't, we can do whatever we decide."
Our board members have invented their own arbitrary rules for members to follow as situations have risen.
It is my understanding that the Rules are a directive to follow, not to circumvent by this perceived loophole statement.
Where do the rules explain their authority as the written policy to be followed.
Of course the amendment procedure then adds to or subtracts from the body of the Rules as the association so votes.
2) This is a bylaw that our renegade board is also using to justify their arbitrary decisions and rule making.
They hinge their authority to do whatever they want--even refusing to follow specified written Bylaws--by referring to the the last phrase in this bylaw statement- they see this phrase as a "blanket authority" to avoid Rules procedures any time they choose.
"6.2 PARLIAMENTARY RULES. Roberts Rules of Order (current edition) shall govern the conduct of all Association proceedings, when not in conflict with Washington law, the Articles of Incorporation, the Declaration, these Bylaws, or a ruling made by the Person presiding over the proceeding."
Please interpret this last phrase. Notice the use of present tense in the critical words.
Is the authority of "the Person" limited to a specific meeting, and does "a ruling" to deviate from the Rules first require an affirmative vote by the proper number of members attending the meeting, prior to a "ruling by the Person" to disdain Rules procedure?
I do hope you can advise me so I can pass on your expert response to others like me who are attempting to intervene against the bullying authority of this group of board members.
I thank you so much for your time and comments...I'll be checking my email frequently for your reply!
pam morrison
Dear Pam,
I am speechless. This is the second e-mail that we have received within the last two days that shows how people in America, the land of the free, the lovers of self-government, is losing it. Tyranny is slowly taking over.
May I suggest that you go to our Web site <parli.com> and scroll down to "newsletter". It is immediately after the HOA link. When you get into the newsletter, go to Volume 8, Issue 1, June 2002. The title is "Where does it say we can't do it?" I think this will help you and your members understand how governing documents are written. I hope it will also give members a better respect for law and the parliamentary authority.
To be honest, I have never read anything like the last sentence in this provision in your bylaws.
"6.2 PARLIAMENTARY RULES. Roberts Rules of Order (current edition) shall govern the conduct of all Association proceedings, when not in conflict with Washington law, the Articles of Incorporation, the Declaration, these Bylaws, or a ruling made by the Person presiding over the proceeding."
This last sentence basically nullifies the parliamentary authority and makes whoever is in the chair the rule maker. You might as well not have a parliamentary authority because the presiding officer decides the rules and can make them up as he or she goes.
The only way to remedy this is to elect someone knows the rules, loves democracy, and then allows the members to amend that particular bylaw by striking out the last sentence. Then you will have some form of democratic process restored.
Thanks for writing.
The Parliamentarian
Good morning, The Parliamentarian:
Thank you for your prompt and thoughtful reply.
I still have some questions, but I need to write you when I get back early this afternoon.
I am still confused about how you are interpreting the entire Bylaw 6.2 that I quoted.
Until I get back to you, mull on this if you would:
In our Bylaws document "6.2 Parliamentary Rules" is a bylaw. A bylaw can only be amended by 2/3 affirmative vote of the membership as stated in our complete Bylaws document. How can a "ruling by a person presiding at a proceeding" cancel or have authority over a bylaw and the amendment bylaw?? Theoretically, if this is possible, could a "ruling made by a person at a proceeding" have the authority to cancel ALL the bylaws?? Think about it...
Thanks again,
Pam Morrison
Dear Pam,
I know it must be difficult for you to get your thinking around this last sentence of the bylaw because it is so contrary to our democratic process to have one person be the rule maker. However, the reason one person can do this is because the way the bylaw is written which gives him that authority. However, this bylaw does not give the person the authority to over rule state laws or bylaws. It just gives him the right to over rule what the parliamentary authority says. Look at the bylaw carefully.
6.2 PARLIAMENTARY RULES. Roberts Rules of Order (current edition) shall govern the conduct of all Association proceedings, when not in conflict with Washington law, the Articles of Incorporation, the Declaration, these Bylaws, or a ruling made by the Person presiding over the proceeding."
It says "That Robert Rules shall govern the conducting of all association proceedings (meetings) when it does not conflict with state laws, declaration or bylaws. " That is normal wordage. Robert's is always the last on the totem pole or document hierarchy. It fills in when the other documents are silent on an issue which is usually related to making of motions, etc. However, whoever wrote this bylaw, added that Robert's Rules shall not conflict with a ruling made by the person presiding. So if a person presiding ruled that a motion to amend was not in order, when Robert's Rules would allow it, then the person presiding has the final say and not Robert' Rules. And you will not be able to appeal from the decision of the chair because the bylaw gives the presiding officer the last word. You need to get this bylaw amended. You will never be able to protect your individual rights and correct procedures as defined by Robert's unless you amend this bylaw.
The Parliamentarian
Hello and thanks for the good work you do!
I have what I hope is a rather quick question; however, as I see some
questions posed to you require complex answers, I would not be surprised if
this one turned out less simple then I expect!
Our Board has decided to hold an open vote within our HOA. At the
recommendation of the MGT company an amendment to the original motion was
added as follows: "Anyone who does not vote will be counted as a yes vote".
On an aside I thought that MGT company had a fiduciary to the HOA members
not the board. This all occurred @ a meeting that was held @ 0800 in the
morning (pre the board, it is more convenient for the board members that
way).
I don't the original motion being the issue, the amendment seems
fundamentally flawed to me.
The motion passed.
The HOA adopted RONR as our governing parliamentary principles
I believe that this motion is now rendered null and void as it specifically
affects the rights of absent voters and the motion itself (the one affect
absent voters) happened without the input of absent voters.
Our next meeting (after enough outcry will be @ 1900) is 9-6-04. Would a
point of order be appropriate to rectify this issue, or now that it has been
done are we stuck with this?
Regards,
Eric
Dear Eric,
I wonder from what country your management company comes? It certainly couldn't be from where democratic ideals are prized. It sounds like someone wants this adopted no matter what the members want.
Let's understand some basic parliamentary principles:
1. Members have a right not to attend meetings. So therefore, unless they attend by proxy, they have no voting rights at all. The chair does say "all those in favor, say "aye". Those opposed say "no." Those not present say "aye" or "no." How absurd.
2. In counting votes, only those with marked ballots can be counted. Everyone is allowed to abstain. That means not to voice an opinion and not to be counted.
The first question I would ask is how are they counting those not voting? Does that mean everyone has to sign a ballot and then they go down the rolls of those absent members and count them as affirmative votes? Is this the same as going to the polls in a national election and all those not voting still being counted?
Next, how can a board make this type of decision for the members? It is not valid and I would make a point of order to that point. If they refuse your point of order, the appeal the decision of the chair. IF that is refused then make a motion to rescind the amendment. Try to do this in a courtesy manner. You want to succeed.
Normally when organizations do something different then the parliamentary authority, they either put it in bylaws or special rules of order. That means previous notice and a two thirds vote to adopt.
Please let me know what state you are in. There may be some group that can help correct this.
The Parliamentarian
We passed a motion at the last meeting approving salary increases for personnel. However, there is an error in the motion that awards an incorrect amount of salary increase. Can we rescind this motion and make a new one with the correct amount?
Dear Dan,
Have the people who have been given the increase been notified of the increase and the amount?
The Parliamentarian
Yes. They were informed they'd get a certain amount, but the motion awards them more.
Dan
Dear Dan,
The rule about rescinding is if someone has been notified or it has been carried out then the members can't rescind it. So if the people have been notified of a lesser amount than what the motion states, then you can go back and amend the motion to the amount that was told to these people. The motion to amend something previously adopted needs previous notice and a majority vote, or no notice and a two thirds vote or a majority of the entire membership, whichever is easier to obtain.
The Parliamentarian
On 8/15/07, Ross <rokjr@cox.net> wrote:
We have a management company that oversees our homeowners association, they are very powerful, 2 years ago when they had our streets repaved with a rubberized asphalt, I did speak up about the extra cost, having a speed limit of 20 MPH, we do not need sound proof streets, this same company has done work for the management company’s other projects, after the job was completed, I requested a meeting with the management manager of our HOA because of poor workmanship, she refused to meet with me, she sent me a letter telling me that I was not to contact any board member either in person or by Telephone, if I had a question I was to contact the management company, that she would answer any question that I might have I sent 3 e-mails plus 2 telephone calls, no return call.
I have asked for the past 2 years expense account, all billing that have pertained to our HOA, all services, contractors that have preformed work in our HOA properties, all fees that the Management company has received from our HOA, they have refused to give me this information that I have requested, during the last meeting held in July I asked what relationship the management Company has with the Landscape Company that does our landscape work, I was told none, the management Company and the Landscape Company both had the same name until the management Company became a subsidiary of their original Company, HOA Management Company when we signed a contract, Asset Management, Landscape Company name, Asset Landscape,
What must I do to receive the report of expenses paid, plus a list of all contractors that have preformed work for our HOA the past 2 years, and the total fees charged by the Management Company
Ross Kloeber
Litchfield, Park, AZ
Dear Ross,
Look to see if the state laws state that any member of an HOA can see the records of the HOA. That certainly should include minutes and other documents. Since the HOA is paying the management company, I should think that the board should have a copy of all the work done. If there is such a law, then you have the right to ask the secretary of the HOA to see the information. The law usually states how to proceed. If that is the case, then write a letter to the secretary with your request and state the law that supports it. If this is not in the HOA law it is no doubt in the law in which the HOA is incorporated under. This is a standard law that is in effect in most states.
The Parliamentarian
On Aug 15, 2007, at 6:01 PM, Robert McConnell wrote:
On 8/15/07, Claudia Wiehl <claudiajw@comcast.net > wrote:
We had a committeeman verbally resign from a board of a club last
night. Now today he is continuing to conduct business as usual.
There is no stipulation in the by-laws that relates to a person
resigning other than how he is to be replaced. What we need to know
is - is his verbal resignation before the board binding or must it be
in writing?
C. Wiehl
Dear Claudia,
Did the board vote to accept his resignation?
The Parliamentarian
On 8/15/07, Claudia Wiehl <claudiajw@comcast.net> wrote:
No they did not.
Dear Claudia,
This is what Robert's Rules Newly Revised, 10th edition states: When a resignation is given, usually in writing, the presiding officer puts the resignation to a vote. "The duties of the position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted."
Since no vote was taken, the person is still in the office and should carry on his duties.
The Parliamentarian
On 8/11/07, James D. Bush <captainjdbush@cox.net> wrote:
Dear Parliamentarian: In a condo homeowner's association we recently had a rather tumultuous meeting regarding appointment of the BOD to fill vacancies due to resignations. The president had resigned in writing with an effective date three weeks prior to the emergency meeting. Following his barrage of memos to the remaining Board, the Secretary resigned. The remaining BOD of Directors consisted of three Directors. Only one of these members was available on site to conduct business of the association. This member posted notice of an emergency meeting after accommodating the Treasurer's request to be present. The afternoon before the meeting, which had been posted for ten days, the Treasurer posted another agenda, stating he was allowing the resigned President to return to the BOD. Our By-Laws clearly state the resignations accepted in writing and by the Secretary are effective immediately upon receipt. The treasure insisted he was leaving the President on the Board because" I SAID SO". A point of order was raised to have the Treasurer review the By-Laws, which address resignations and the filling of vacancies on the BOD. The Treasurer still insisted "because I said so". The Treasurer then stated he had spoken with the third remaining Board Member, and that his wishes were for the President to return. A speakerphone conversation was initiated with the reaming Board Member in which he stated he never had a conversation with the Treasurer to that effect, and in fact did not want the President to return to the board.
My question: The remaining BOD initiated a vote of the remaining members to fill the vacancies with volunteers from the membership. This is how our by-laws read that "vacancies shall be filled by the remaining Board Members by majority vote". A new BOD is now in place, but our concern is, what is the proper procedure for a board when the Chairman of the meeting refuses to follow the By-laws or Roberts rules of order, by definitely stating "because I said so". He falsely stated the intentions of a fellow Board Member, he pre-dated another notice to give the appearance of complying with the three day notice in the By-Laws. Obviously censor will be done by the new Board and most likely proceedings to remove him from office will take place at the next scheduled meeting of the Board.
Captain James D. Bush ACA
Aftermath Marine Insurance Services
Society of Accredited Marine Surveyors
American Institute of Marine Underwriters
ABYC Standards Accredited
Dear James,
I would hope that the new board reigns in this officer. The new board members will need to be on their toes--really know the governing documents and not allow this officer to get away with running things his way.
If I were on the board, I would first try to reason with the board member. IF he still persisted in this bad behavior, I would get the other board members on board and spend a meeting talking with him. If he still persisted, then the obvious step to take would be censure and then removal.
I hope there is someone that can first appeal to his sense of democracy and working together as a democratic group. These situations are always difficult and usually end in great strife within the association.
The Parliamentarian
On 8/8/07, The Parliamentarian parrott <jcp4646@yahoo.com> wrote:
Hello, Last Sunday our church held deacon elections. The ballots were put in the
offering box and was given to the lady counting the ballot. He placed the money
in the bag and took it home. The committee counted the ballots immediately and
contacted the chairman who in turn contacted the four members who received the highest
number of votes. The next day the treasurer's who took the money up discovered a ballot
that he says was in a check. The treasurer was also on the ballot but lost by one vote.
He now says that this ballot should be counted which will make he tie with a man.
Should this ballot be counted? Thanks for your advise.
Hello there,
You certainly have a problem. First, ballots should be taken in a different container than the collection. Since the Treasurer contacted the board the next day, and that one vote made a difference, I certainly would have another election for that one position in fairness to all. And please come up with another way of collecting ballots. Why not have a meeting after church or some other time than during the church service to vote for deacons. This is an important part of the functioning of your church and should be given just as special care as coming to your worship service.
The Parliamentarian McConnell
Registered Parliamentarian
On 8/2/07, Stephanie Ball <stephanielball@verizon.net> wrote:
In regards to Board elections, often Proxy's are received grating the secretary the power to cast a vote. If the member does not select a candidate and ask the secretary to cast the vote, how should those votes be cast. Should those proxy's be divide up amongst all candidates or should that default to any Board members up for re-election or is it at the secretaries discretion to cast that vote for whom ever they choose.
Most of our homeowners sign and send in proxy's asking the secretary to cast a vote without choosing a candidate for themselves.
At our last BOD elections all blank signed proxy's were given to existing BOD members up for re-election.
Dear Stephanie,
What exactly does your proxy say? Does a blank proxy imply that the person can vote however they want to vote? Or does a blank proxy mean "abstention"? If a ballot with peoples names on it were left blank in a regular election, it would be considered a "non-vote" or an abstention. Perhaps that is the way it needs to be handled. In that way, no one would get any votes. Usually when names are on a proxy and it is considered limited, meaning that the member is instructing the proxy holder to vote they way the member has designate, then that is the way the proxy holder is to vote. So if that is the case, and the member has not checked a name, then the proxy holder can't vote for any one.
If you have a lot of blank proxies where members should be checking off a name, then you need to explain to your members that the proxies will be counted in the quorum (if that is what you do) and not be designated to any nominee. If you send information out about the nominees with the proxy, perhaps more people will check off a name. A blank proxy could be members sending a message to the board that they are not happy with any of the nominees. Something to think about.
The Parliamentarian