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intrmom

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  1. Our organization has a small board of 12. We have a standing committee for Bylaws and Rules and Regulations which I chair. At the last meeting an error in a rule was pointed out but no motion was made to change it as I wanted to research it and then present the needed correction to the Board at it's next meeting. Several days later the President of the Board, who also chairs our meetings, sent the board a new copy of the R&Rs which included the punctuation change mentioned above and added several new items that have been discussed but never presented as motions, as well as "reformatted and changed the layout a bit, removed underlining throughout the text, increased spacing, and tried to make the document overall a bit easier to read." He did this without consulting me as the chair of the committee or the full board. In my opinion the president does not have the authority to take such action. I believe the president should have referred his concerns to the R&R committee chair who would have then researched the items to be changed and then reported the findings to the full Board. Can anyone tell me if RONR allows the President's actions in this case?
  2. Sorry for the typo "present" should read presented.
  3. Once meeting minutes have been present and amended if necessary and accepted for filing are they subject to being changed in the future?
  4. Years ago I read somewhere in RONR that the Board of Directors should not sit at a "head table" at the Annual Membership Meeting ( with the exception of the chairman and the secretary). I've tried to find this but cannot. The question has been brought up and I'd like to know if anyone can help me find RONR's position on BOD seating at the annual Membership Meeting.
  5. I am confused regarding our bylaws and absentee voting. If you mail in an absentee ballot but changes are made at the meeting are the absentee ballots still counted since the question has changed or are no changes permitted to the question because we have absentee ballots?
  6. Our annual HOA meeting is coming up soon. Any proposed bylaw amendments must be mailed 30 days prior to the meeting and according to our bylaws, the membership must propose any amendments or addition to the bylaws not the Board of Directors (unless they are doing general revision) I have advised the Board of this numerous times. The President of the Board has proposed 5 bylaw amendments. He says he submitted them as a member of the association and not as a member of the Board. However, on the ballots that were mailed out they have "Note: This bylaw amendment has been proposed by John Smith, Sunshine HOA member and President of the Sunshine HOA Board of Directors." These ballots will be used for anyone wishing to vote as absentee. I believe the ballots are tainted because he added his position and board status. The membership may think these changes are being endorsed by the Board of Directors. Would it be in order for me to move to discount all absentees votes cast because the ballots are tainted? Thank you for any advise you can give me.
  7. Our HOA's annual membership meeting is coming up in July and the President of the Board of Directors, acting as a member of the Association and not as President of the Board of Directors has offered 5 proposed bylaw amendments. Our current bylaw on removal of a director from the Board reads "(A) Any director may be removed for cause at any time at any regular Membership Meeting or at a special meeting of the members of the organization called for such purpose by the affirmative vote of majority of the members present." He proposed to add (B) Removal for cause includes but is not limited to the following: incompetence; willful or gross misconduct; disruptive behavior such as threats, bullying others; insubordination and unruly conduct that impedes Board functioning; unethical, immoral or criminal conduct; lack of attendance; failure to perform duties or breach of fiduciary duty." His rationale is that current Bylaws provide no guidance as to the definition of removal for cause of a Board Director. This amendment remedies that and has been reviewed by the organization's attorney to meet legal requirements." I plan on moving to strike Paragraph B in it's entirety for several reasons. Most of the behaviors mentioned can and should be handled in the meeting when they occur. If a director is engaging in disruptive behavior he should be called to order. If he fails to come to order he should be made to leave the meeting. What bothers me most is the amendment does not say who decides if a director is incompetent, disruptive, insubordinate, immoral, etc. I also have a nagging feeling that if the President has already talked to our organization's lawyer that he did not retain him acting as a member and pay for his legal advice but rather called him, contacted him via email or text and the billable hours will be charged to our organization. Would it be proper for me to ask him if he paid the attorney for this advice? This president is extremely controlling. We are a small board (12) and he debates every motion, makes many motions, and votes on every motion, never trying to show any impartiality. He has been advised more than once that the Bylaws belong to the membership and not the Board of Directors but he continues to push things through. Help.
  8. When a person is nominated for a position on the Board of Directors is it in order for other members to ask questions of that person before voting?
  9. When a new Board of Directors is elected does all old/unfinished business fall from the table?
  10. Our bylaws site that "By-Laws may be adopted, amended or repealed at any meeting of the members by a two-thirds (2/3) vote of the members present and valid absentee ballots cast providing written notice of proposed amendments or changes is included in th notice of the meeting and mailed to the members thirty (30) days in advance of such meeting. Two Board members, acting as member (not Board Members) drafted proposed amendment to the by-laws and are required to get them to the secretary of the Board of Directors so they can be mailed within the 30 days. The members asked for discretion stating this was NOT a Board proposal but a member proposal. The secretary immediately forwarded copy of the email to the President of the Board of Directors who emailed it along with his own added remarks to the entire membership of the Board of Directors and Committee Chairs. He then wrote a proposed by-law amendment sponsored by himself and the secretary of the Board of Directors. He emailed a copy of their proposal to the entire board and intends to bring it up at the board to be discussed and amended. I believe he is out of order. The by-laws clearly state the membership is responsible for the by-laws and the Board is responsible for the Rules and Regulation of our organization. I also believe he is out of order for having question the motives of the members who offered the by-law amendment that he is clearly not in favor of. I believe if he moves his by-law amendment at the annual meeting of the membership the motion is out of order since it was in actuality a proposed amendment of the Board of Directors and not he and the secretary as members. Can anyone help with this one?
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