Search the Community

We've had some significant dysfunction in our organization recently, which included a secretary who didn't understand what minutes should (and shouldn't) contain. The last several sets of minutes that she prepared were not approved by the board due to inaccuracies and liability concerns. Our new secretary is not sure what to do with these minutes that aren't approved were never fixed (as the previous secretary took any recommended changes really personally). The new secretary wasn't on the board when those minutes were compiled and then rejected by the board. Is it appropriate to pull out any motions she can find, ask the board to ratify those, and compile them in a single document, and to perhaps stamp the draft minutes as "unapproved" and place them in the records alongside the ratified list of approved board motions? What is the best way to handle this?

Hello, We are a small nonprofit and the Nominating chair has asked the question if she can call for a vote on a board prospect during the board meeting, so that the Nominating Committee doesn't need to hold a separate meeting? All members of the Nominating Committee would be present at the Board Meeting. Thanks.

Our group is having a difference of opinion about our bylaws language. Our Chair had not set a date for a required quarterly meeting and with several key issues having short deadlines, several members exercised the following section of the bylaws. "Special meetings of the Board of Directors may be called by the President, or must be called by the President at the request of three (3) members of the Board. The Corresponding Secretary must cause notification of all Board members of the Special Board Meeting by email or mail, not less than ten (10) days prior to the date of the special meeting. The meeting notice must include the time, place, and agenda of the meeting. No business other than the stated agenda of the official meeting notice may be acted upon at a special meeting. A majority of the Board of Directors must be present electronically or physically to conduct business at such special meetings." The letter to the Chair specified a date, time, and agenda and asked the Chair to determine a place. The Chair did not respond to this request directly but instead sent word through the Vice Chair that a regular board meeting would occur six days later and for only one hour with an agenda to be sent later. 1) Does the Chair have the power to refuse to acknowledge the petition or to determine the time, place, and agenda? The agenda items sent by the board members are items required in the bylaws that are not being carried out by the leadership. 2) Can the Chair prevent the group from meeting on the date set by the group? 3) If the Chair has the right to control the meeting and agenda, how does the rest of the board hold him/her accountable? Thanks for your help.

Our non-profit has modified and changed contents around in our rule book. Do we have to read the entire document in front of an open board meeting before we vote on it ??

Improper voting procedures contrary to bylaws and statute allowed the President and Treasurer to remain in their positions for a decade. Bylaws state members elect directors and directors elect officers at 'the first board meeting after the annual membership meeting'. However, the membership has been voting for officers for a decade. The votes held by the developer kept these officers in their positions. A proper election of officers, in accordance with our docs and state statute, was conducted. The long time president was not reelected to her long time position, and she became a member at large. New Board members discovered that over the past decade our association lost thousands of dollars in dues/assessments due to the Treasurer allowing the developer to return to the "Developer Exception" rate of 1/5 the 'normal' rate on repossessed properties. The Developer Exception allows for the developer to pay 1/5 the 'normal' rate on "Unsold" properties. This practice carried the association's revenues below the revenues deemed viable for turnover ... in 2007! New Directors determined that a property cannot be repossessed if it is not 'sold' and demanded full assessments. The Treasurer refused to comply with the decisions of the board and our docs. The board wrote a letter requesting full assessment from the developer on repossessed properties. Proper/full assessments were paid for 2018 & 2019. A campaign of resistance, hostility and misinformation began. Two weeks ago, new directors received an email from the developer that stated we were removed from office. Yesterday we received a 'notice of a special meeting' for August 31, from the Treasurer. The Treasurer notes that the purpose of the special meeting is to recall the officers: President, Vice President and Secretary, and two members at large. See: Treasurer's 'Notice' below. The email is only addressed to 8 people. We wonder if the Treasurer sent a different letter to all the other landowners. Statute - 53-8-24: Officers can be removed 'by the board'. Docs state Officers can be removed by those who elected them. The Treasurer's notice informs that the 'special meeting' is also the 'annual membership meeting'. The BoD had approved a motion months ago, for the annual meeting to be held in October. The Treasurer notice cites 'approved' bylaws that are undated and unsigned, and were held in her home - out - of - state. They are not available for review. The chicanery is unfathomable. An attorney has been contacted. However, a meeting is required to approve the expense of an attorney. Time is now a critical factor. Guidance for proper notice and meeting 'type' is requested. Sincere appreciation for your time and attention. Tammy Treasurer's email 'notice': In accordance with the Bylaws, all approved versions, and other HOA Laws, the members are calling a special meeting in August. This meeting will serve as a General *redacted* Meeting. This notice is being sent out to inform the *landowners* that the meeting will be on August 31, 2019 at the *redacted* Community Center starting at 1:00 pm. This meeting will be for the recall of board members and election of new officers. If you are interested in running for an office please contact Eileen Simmons as soon as possible. Thank you for your time in this matter. If you have any further questions you can contact *redacted*.

Our Alumni bylaws states our board must meet the second Wed of every other month. Our next meeting should be on the 12th of this month and our annual dinner is on Sept 22. One member of the exec. board suggested at a non board meeting where the president and I (VP) were present that we cancel this meeting because we have never had a meeting in the same month as the annual dinner. Our president indicated he was somewhat in favor of cancelling it. Does our president have the authority to cancel the meeting without a vote by the full board? Nothing in our bylaws addresses cancellation of meetings. I might add we are in the process of selecting a new Director and have two new faculty members. One, the VP of External Relations, will be directly over our new Alumni director and was in the meetinng. We will be working closely with the other one on fundraising. The VP has said she was looking forward to coming to this meeting to meet the board and introducing the other faculty member.

We had our regularly scheduled board meeting last week. We had a quorum and we followed our agenda. A board member had an addition and was given the floor. During this time he addressed issues he has with the President/Chair. The president in return began to argue with him. No one stopped this, they finally got to a point they both felt done and the President moved on to the next addition. Before that addition was complete he gave a written resignation and left the building. The Vice President took over as Chair and finished the meeting. We have been told by our national organization that since no one went into executive session the meeting is null and void and the resignation doesn't stand. I would think that would be the boards decision. What are the steps for voiding a meeting? Are there certain rules for when that can be done?