A Vote without a motion recorded

[Guest Nicole]

I am the appointed President of my HOA because there was no quorum met in the Annual meeting which I attended. Therefore, I was appointed as President and not voted in. When we finally did reach a quorum at a future meeting, the membership voted unanimously for 5 Board members to be voted in (myself being one of them). Two things happened:

1) We had no written record (from anyone) of a motion or a second, although we are all pretty sure this happened.

2) 3 of the Board members turned out to be ineligible because they were not in good standing with the HOA

So my questions are 1) is the vote still legal even though there was no written record of a motion or a second and 2) are the 2 Board members (myself being one of them) that were voted in that were in good standings still officially on the Board  and does it mean the other 3 just aren't allowed on?

Thank you!!!

[Hieu H. Huynh]

Minutes should be made for the meeting. The validity of the election is not affected by having no written record. The election of a member not meeting your eligibility requirements is null and void.

[Richard Brown]

1 hour ago, Guest Nicole said:

 3 of the Board members turned out to be ineligible because they were not in good standing with the HOA

In what way were they ineligible and what constitutes "not in good standing"?   Is "in good standing" defined in the bylaws? 

[Richard Brown]

1 hour ago, Guest Nicole said:

I am the appointed President of my HOA because there was no quorum met in the Annual meeting which I attended. Therefore, I was appointed as President and not voted in. When we finally did reach a quorum at a future meeting, the membership voted unanimously for 5 Board members to be voted in (myself being one of them). Two things happened:

Just out of curiosity, how were you "appointed" president?  Who... what group.... "appointed" you?  How long is/was this "appointment" to last?   Were you, perhaps, chosen "president pro tem" just for the purposes of presiding at that meeting?

What is your status now?  Have you been officially elected president?   Also, who (which body) elects the president?  The membership or the board of directors?

What do your bylaws say about terms of office?   Is there language anywhere in the bylaws (usually under officers or elections) to the effect that officers serve until their successors are elected?  If so, the outgoing officers and board members might still be in office, or at least continued in office until their successors were elected.

As to minutes, as Mr. Huynh mentioned, I suggest that someone prepare minutes for your past few meetings, including the annual meeting at which there was no quorum but you were "appointed" president.  It appears that at least some business was conducted at that meeting.  Regardless of what, if any, business was conducted at the annual meeting, it was held and there should be minutes from it that reflect that the meeting was held, whether there was a quorum, and what else was done.... such as you being "appointed" president. 

[Guest]

12 minutes ago, Richard Brown said:

In what way were they ineligible and what constitutes "not in good standing"?   Is "in good standing" defined in the bylaws? 

They were not paid up on their monthly dues.

[Richard Brown]

Just now, Guest said:

They were not paid up on their monthly dues.

Do your bylaws say specifically that a member whose dues are not current "is not in good standing" and is ineligible to serve on the board?  If not, mere nonpayment of dues is not sufficient to suspend a member's rights.

[Guest]

22 minutes ago, Hieu H. Huynh said:

Minutes should be made for the meeting. The validity of the election is not affected by having no written record. The election of a member not meeting your eligibility requirements is null and void.

Great! So the two of us who are paid up on our dues, we are officially part of the Board. And the 3 who are not in good standing (are not up on their dues) are not on the Board. Did I get that correct?

[Richard Brown]

10 minutes ago, Guest said:

Great! So the two of us who are paid up on our dues, we are officially part of the Board. And the 3 who are not in good standing (are not up on their dues) are not on the Board. Did I get that correct?

Maybe, maybe not.  As I asked above, do your bylaws say specifically that a member whose dues are in arrears is not in good standing and is ineligible to serve on the board? 

From the footnote on page 6 of RONR re "in good standing":  "*Members in good standing are those whose rights as members of the assembly are not under suspension as a consequence of disciplinary proceedings or by operation of some specific provision in the bylaws. A member may thus be in good standing even if in arrears in payment of dues (see pp. 406, 571–72). If only some of an individual's rights as a member of the assembly are under suspension (for example, the rights to make motions and speak in debate), other rights of assembly membership may still be exercised (for example, the rights to attend meetings and vote)."

Edited to add:  Also see this from page 406:  "VOTING RIGHTS OF A MEMBER IN ARREARS. A member of a society who is in arrears in payment of his dues, but who has not been formally dropped from the membership rolls and is not under a disciplinary suspension, retains the full rights of a voting member and is entitled to vote except as the bylaws may otherwise provide. (See also pp. 6, 571–72.) "

[jstackpo]

Check what Richard Brown asked you.  Per RONR, non-payment does NOT disqualify someone from voting or serving, unless your bylaws say so.

So maybe the"other three" are on the Board.  (Just lean on them for their dues.)

[Guest]

5 minutes ago, Richard Brown said:

Just out of curiosity, how were you "appointed" president?  Who... what group.... "appointed" you?  How long is/was this "appointment" to last?   Were you, perhaps, chosen "president pro tem" just for the purposes of presiding at that meeting?

What is your status now?  Have you been officially elected president?   Also, who (which body) elects the president?  The membership or the board of directors?

What do your bylaws say about terms of office?   Is there language anywhere in the bylaws (usually under officers or elections) to the effect that officers serve until their successors are elected?  If so, the outgoing officers and board members might still be in office, or at least continued in office until their successors were elected.

As to minutes, as Mr. Huynh mentioned, I suggest that someone prepare minutes for your past few meetings, including the annual meeting at which there was no quorum but you were "appointed" president.  It appears that at least some business was conducted at that meeting.  Regardless of what, if any, business was conducted at the annual meeting, it was held and there should be minutes from it that reflect that the meeting was held, whether there was a quorum, and what else was done.... such as you being "appointed" president. 

I was "appointed" by the Secretary/Treasurer, Vice President and about-to-resign President (all this was overseen by the property management company) of the HOA Board because no quorum of the homeowners were there to "vote" me in officially. This was to last until we did get a quorum to vote in the "official" Board - which we did 1.5 years later sadly. The VP was also replaced a year ago by appointment because the VP & S/T positions were part taken by the developers who are now no longer part of the HOA. The S/T was vacant as of November.

If what you said was true, the election held in November stands and so I am now the "official" President, voted in by a quorum of homeowners/membership, which is what the By-laws say to do.

Terms of office are staggered years and we have yet to decide who is in office for how long because of the conflict we are having the the property manager because he says we are choosing ourselves (the two of us who are current in our dues) who is part of the Board and who is not. When in reality, according to Robert's Rule of Order & our By-laws, the other members can't be elected to the Board due to their lack of paying dues.

Minutes were taken when myself and the new VP were appointed. The meeting in which we had a quorum, I was taking minutes and wrote down everything except the motion and second to the "voting in the Board" issue. At that meeting, we also voted in new language for the By-laws stating we can amend them, a pet policy and parking guidelines.

[Guest]

15 minutes ago, Richard Brown said:

Do your bylaws say specifically that a member whose dues are not current "is not in good standing" and is ineligible to serve on the board?  If not, mere nonpayment of dues is not sufficient to suspend a member's rights.

Yes, it does say that are considered "not to be in good standing" if they are not paid up on their dues and therefore are not eligible to serve on the Board.

[jstackpo]

Well, hold on...   The bylaws may say "not in good standing", but do the bylaws say exactly what "not in good standing" entails?  Is your "therefore..." assertion spelled out in the bylaws?

In Good Standing:

RONR/11 (Robert’s Rules of Order Newly Revised, 11th Edition) defines the term "member in good standing" on p. 6 in the footnote as referring to a member whose membership rights are not in suspension, either as a consequence of disciplinary proceedings (Chapter XX) or by operation of some specific provision in the bylaws of the organization.

So if you use the phrase "in good standing" in the bylaws, be sure to define exactly what you mean: what causes a member not to be in good standing, what he has to do to get back into the good graces of the association, &c. Also, you should specify which membership rights, duties, privileges, &c. are lost or suspended (or retained) by a member as a consequence of his being in "bad standing" as distinct from his being in good standing or ceasing to be a member at all.

 

[Guest]

In case my property manager does not take your words as fact (which he probably won't), would anyone possibly know where to find it in the Robert's Rule of Order where it states: not having a motion or second in writing does not void a vote?

Thanks everyone SOOOO much for your help!! =)

[jstackpo]

Well, a good example is on p. 120 (bottom) where the sample dialog shows the President instructing the Treasurer (&c.) to implement the motion that was just adopted.  Obviously, the motion is nowhere in writing (yet) but it can, and should, be carried out immediately.

[Richard Brown]

16 minutes ago, Guest said:

In case my property manager does not take your words as fact (which he probably won't), would anyone possibly know where to find it in the Robert's Rule of Order where it states: not having a motion or second in writing does not void a vote?

Well, I don't know that RONR says specifically that "not having a motion or second in writing does not void a vote", but RONR is clear that motions do not have to be in writing except in certain circumstances and also that lack of a second is not fatal in the absence of a timely objection (meaning an objection made immediately).  Once debate starts or the motion is voted on, the absence of a second is waived.

See page 33 ff for making a motion.  RONR does not require that motions be in writing.

See pages 35-37 for information regarding a second and the lack of a second being immaterial once debate begins.

[Gödel Fan]

Further on the question of motions having effect if they aren't written down, consider the process for adopting minutes in RONR.  When the minutes are read, the chair asks for corrections.  A correction could consist of "I moved to allocate $1M for gerbil balls at the picnic, and the motion was adopted, but it doesn't appear in the minutes."  This could be handled by unanimous consent or by a vote, but if any motion not written down ceased to exist, there'd be nothing to correct (and we wouldn't be paying for the stupid gerbil balls.)

Which brings me to a solution to your problem - if the minutes have been adopted, amend them using the motion to amend something previously adopted.  If they haven't, amend them prior to adoption.  Then you don't have to worry about the status of motions that aren't in the minutes, since these will be in the minutes.  (But don't include who seconded the motion.)