Puffin

Perfect, thank you.

Ethical it must be. I could not fund this effort alone but will ask other members. From what you know could you give me a rough cost estimate for this effort or, maybe recommend a parliamentarian?

Sadly, most members are intimidated to challenge or even question the bod. As a result, the bod does whatever they want to and all their decisions are made behind the closed door, am sorry to say. But, that is our problem. As you are suggesting – when in doubt- interpretation of our bylaws ought to be done by professional parliamentarian and sent to all members so we all are on the same page. But no way the current board is going to seek such opinion. Not sure if a parliamentarian would work with members who are not on the board or, officially appointed to serve on a committee.

Your statement is hard to swallow specially if not justified. I came to this forum to ask for opinions not insults. Did my statement that Nominating Committee was creating complication in a small Assn upset you? Please do realize that not nominating our friends/neighbors can cause a lot of tension in a small community like our. NOT worth it. This is why hardly anyone – including me - want to serve this year (except maybe the current bod members). Am trying to find a reasonable way that would not cause bad blood while protecting owners’ rights. Is that so hard to understand? But again, many of you gave me the best advice for which I am grateful.

We are simply not qualified to interpret many articles in our bylaws. As I previously mentioned, recent boards always went to an attorney for an advice which was not only costly but also turned out to be quite confusing since their legal opinions varied. You may know, that Florida Condominium Association Law, does not permit nominating committees. Even though nominating committees are still permitted for HOAs they seem to quite rare. Personally, I think that nominating committees is small associations just complicate the voting process.

Yes, we need to amend our bylaws which I have been advocating since 2009. There are just many ambiguous articles. Let's assume - for a second- the Nominating Committee will release their report prior to the meeting. Would the current board have the authority to list the nominees on the ballot and mail it all owners? I realize that is not a fair question but I truly hope that will not happen because it would most likely jeopardize nominations from the floor.

Truly, there is nothing else in our bylaws. I will double check our Articles of Incorporation and also Florida Chapter 617 which governs not-for-profit corporations. Thank you all who help me to understand how the process should work. It all makes perfect sense.

Thank you, again, for your detailed evaluation. As you and Mr. Mervosh described, the Nominating Committee is to release their report at the Annual Meeting, not before. Consequently, the current BOD has no authority to ask the committee for their report prior to the Annual Meeting and mail out the ballot listing those persons nominated. Am I correct?

Please know, that the Florida Law Chapter 720 (HOA Associations) is not very specific in protecting owners’ rights. When the BODs do not comply with the bylaws or any governing documents the members have no place to go except hiring an attorney, not a pleasant alternative. Many, if not all HOAs do not follow Robert’s Rules. Why could not Robert’s rules expand to protect HOAs? Is it a question of funds? Or, is there another reason?

Preparing a ballot is something else. Mr. Honemann, To date, our ballot just listed the names of nominees and we checked off the names of members we wanted to vote for. Please, can you expand if there is more to it?

Yes, this is how I read our bylaws but for years our HOA (and our attorney) seemed to overlook that fact. The committee put on the ballot anyone who wanted to run.

Gary, This is how I understand it. Scenario 1: a. The Nominating Committee will release their report nominating five (5) directors at the Annual Meeting.. b. Other nominations will be taken from the floor. c. All nominated will be listed on the ballot. d. Those present in person - or by proxy - will vote for five (5) members. Scenario 2. a. The Nominating Committee will release their report prior to the Annual Meeting. b. The committee report -along with the ballots -will be mailed to all members in the Annual Meeting pocket. c. At the Annual Meeting other nominations will be taken from the floor d. Those nominated from the floor will be added to the ballot. e. Those present in person - or by proxy - will vote for five (5) members. Note: There are no guidelines in our bylaws as to the Nominating Committee responsibilities. Traditionally the committee just listed all members interested in serving on the board. Nothing more; no evaluation, no report. Nominations from the floor were not taken. Some years, absentee owners voted either by secret ballot, other years by proxy or even by ballot without an envelope. Evidently, this year- for the very first time since 2000 - the committee will be allowed to nominate only five directors. I was asked to serve on the committee but am reluctant to accept since the current board failed to tell me (and others) what our responsibility will be.

Sorry, Gary, I goofed.

Am very sorry, I meant to say I conclude: No ballot stating who is nominated by the committee will NOT be sent out to all owners in the annual meeting packet. True? Annual meeting: 1. The nominating committee will nominate 5 members. 2. Other nomination will be taken from the floors and added to the ballot. 3. Those present will vote as they wish 4. Those holding the proxies for absentee owners will vote as they wish

To conclude: No ballot stating who is nominated by the committee will be sent out to all owners in the annual meeting packet. True? Annual meeting: 1. The nominating committee will nominate 5 members. 2. Other nomination will be taken from the floors and added to the ballot. 3. Those present will vote as they wish 4. Those holding the proxies for absentee owners will vote as they wish

Gary, good point and voting by proxies for directors was recommended by our law firm -which is one the largest in Florida - a few years ago. When questioned, they changed their opinion and allowed the absentee owners to vote for directors by ballots (but not secret ballots). Again, appreciate your response.

Hieu, as you can probably tell, interpreting voting for directors by absentee owners is over our heads and the legal opinions vary. Our HOA has less than 50 units and only about 25% members- many of which are seniors live- here full time. Yes, I totally agree we ought to amend the By-laws written in 1983. Thank you for your replies.

Dear Hieu, Yes, the proxy voting is allowed by the State of Florida. I just cannot figure out how absentee members vote for board members. The Assn. attorney seems to have different opinions every year, am sorry to say. This is why I have turned to you for an assistance. In other words, if you lived in our HOA how would you interpret the voting procedures for directors in By-laws?

There are no provisions in Florida HOA laws even discussing ballots. Our By-laws have two articles related to Voting. Article I. Voting - which allows votes to be cast in person or by proxy. Article III. Directors - which states that the election for directors shall be by ballot. I'd appreciate your opinions. Am truly not clear how absentee owners can/should vote. (see below) I. VOTING (1) In any meeting of members, the owners of each townhouse unit shall be entitled to cast one vote as the owner of a townhouse unit unless the decision to be made is elsewhere required to be determined in another manner (2) If a townhouse unit is owned by one person, his right to vote shall be established by the record title to his townhouse unit. ...... (3) Votes can be cast in person or by proxy. A proxy must be designated in writing by any person entitled to vote, and shall be valid only for the particular meeting designated by proxy. It must be filed with the Secretary before the appointed time of the meeting or any adjournment of the meeting. (4) No member shall be allowed to exercise his vote or serve as a director unless he is current on all assessments. ARTICLE III: DIRECTORS A. The affairs of the Association shall be managed by a board which shall consist of not less than three (3) nor more than five (5) directors. B. Election of directors shall be conducted in the following manner: 1. Election of directors shall be held at the annual members’ meeting. 2. A nominating committee of three (3) members shall be appointed by the Board of Directors not less than thirty (30) days prior to the annual member’s meeting. The committee shall nominate one person for each director then serving. Other nominations may be made from the floor. 3. The election shall be by ballot (unless dispensed with by unanimous consent) and by a plurality of the votes cast, each person voting being entitled to cast his votes for each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting.

George, thank you muchly, this is quite helpful. I'd like to ask one more question: How do absentee owners vote? Again, By-laws state: The election shall be by ballot (unless dispensed with by unanimous consent) and by a plurality of the votes cast, each person voting being entitled to cast his votes for each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting. Background: For years, the Nominating committee just collected names of the candidates, which were placed on the ballot. Nothing more. Absentee owners always voted for directors by ballot inserted in an envelope (secret ballots). The HOA attorney told the BOD the envelopes are no longer required (Florida state law which I cannot find) and therefore member's privacy is not protected. Consequently many absentee owners are reluctant to vote. For everything else absentee owners voted by limited or general proxies.

Our HOA was incorporated in 1982 but our By-laws were never signed or recorded. . In 2009, the BOD was informed of this fact. Needless to say this anomaly was never corrected. The recent BODs do not follow the By-laws especially Voting procedures and Fiscal Management responsibilities. My question is: Do we even have valid By-laws? Thank you, in advance, for your opinions.