CatsterB

Thanks everyone!  I will bring up your points at the next mtg.

10 hours ago, Gary Novosielski said:

By cumulative voting, do you mean that a member can cast more than one vote per candidate.  That may complicate what I am about to say.

I have no clue what a "majority of a quorum" is, and apparently neither do the courts.  One guess would be that if, say, a quorum is more than half of the members, then a majority of a quorum would be more than one quarter.   Or maybe a majority of those that show up, presuming that is at least a quorum.. You'll need to figure it out, though others here might have suggestions.

To be elected, a candidate must be voted for on the requisite number of ballots (for that office).  If they do not get a vote sufficient to elect, then they are not elected on that round of balloting.  But they still might be elected on the second or subsequent rounds.  Whoever is elected is dropped from the ballot and additional rounds are held to fill the number of seats that remain.

I messed up the majority of tbe quorum vote.  We had a quorum of 26 the majority would be 14.

The members ate supposed to vote in the board and then the board elects the officers. We only have one round of voting.

In our case we had no vote-no ballot.  All nominations became board members.  People nominated themselves when they found out any number of us could be on the board.  We had 5 nominees and 2 more joined on. So now we have 7 board members none of whom were elected by a majority of the membership. 

9 hours ago, Daniel H. Honemann said:

So your bylaws say there shall be 5, or more board members, that cumulative voting is allowed, and that the vote of a majority of a quorum present at any meeting is necessary to elect?

I nominate your bylaws for our "most horribly drafted bylaws of the year award". Probably win in a landslide.

 

Lol- i agree!  Actually the bylaws & state law say we must have "at least 3" board members. Our bylaws were fine until they changed them wanting more people to be on the board. 

 Our bylaws were amended by an ignorant board that added the words "or more" after the at least 3. So now bylaws say we shall have at least 3 or more board members. Totally stupid IMO and needs rescinding or to be deemed null & void if found in non-compliance with state law.   

Yes votes are cumulative  each condo unit/person gets 1 vote per board position.  If electing 3 directors you would get 3 votes ea, if for 5 directors- 5 votes etc.  You can cast all 3 for 1 person or spread them out between the nominees as you wish. 

I may have confused majority of the quorum comment.  The board is supposed to be elected by majority vote.  If there are 26 present every nominee with 14 or more votes would be elected by majority. Easy if you have a cap of no more than X. Not if its more than "fill in the blank" or whoever wants to be part of the "or more". 

You could have 14 nominees and each of them vote all 14 votes for themselves - then all 14 would be elected by the majority. Then our "or more" board would be 14 directors for a 28 member association. 

Bottom line I believe the election (last wk) should be null & void as no one was voted in bc we has no ballots - no majority vote. Bylaw breach. 

Solution seems to fix the bylaws to add a cap on # of directors & then hold another election. 

Our bylaws say we follow RONR - clearly we havent and we are a non-profit corp. I think this violates our fiduciary duty. 

On 10/21/2017 at 6:37 PM, Gary Novosielski said:

That's not so.  If in fact the bylaws require a written ballot, this provision cannot be suspended, even by a unanimous vote.  And the majority requirement makes it unlikely that any given write-in name would appear on a majority of ballots without substantial prior planning.

 

We have cumulative voting.  So if bylaws say "3, or more"  - there still needs to be a ballot and to be elected you would need a majority vote?

So if we have 26 voting.  We get one vote per nominee.  We had 4 past board and 3 nominated from the floor.  Thats 7 nominees.

7 nominees with a 26 member quorum x 7 votes = 302 votes. 

Bylaws state "the vote of a majority of a quorum present at any meeting".  A majority would be 14 votes or more per nominee to be elected to the board?  

So if they do not get the majority of votes they cannot be on the board bc the majority did not elect them?

19 hours ago, jstackpo said:

Plus any number of write-in votes  which could elect still more people to the Board.

Essentially yes- since the "or more" wording allows anyone who wants to be on the board it invalidates the bylaws requirement for a written ballot.

Furthermore Title 30 of Idaho non-profit law states that boards must consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.

It would seem that the amendment to add "or more" after required (3) would be in violation of Idaho statute.  I would think bc "or more" is not a specified or fixed number.

Wouldn't this invalidate the amendment and the election entirely.  Bylaws should revert to orginal context if amendement wasn't per statute.  The board election would have to be redone and elect 3 members per bylaws.

If the hoa members want 5 directors they would have to amend the bylaws before a new election.   

9 hours ago, Gary c Tesser said:

CatsterB, do the bylaws require a ballot vote?

(Might not matter much, but maybe)

Hi Gary- yes our Bylaws state that: "Elections of board members shall be by secret written ballot." 

5 hours ago, Greg Goodwiller said:

Actually, RONR does have a bit to say. It is in the section with the heading "A Vote By Mail," on page 424. the end of the section says, "E-mail

58 minutes ago, Joshua Katz said:

If this, rather than what was previously described, is the language in the call of the meeting, then, in my opinion, it is in order to consider this motion at the meeting.  It would not, in my opinion, be in order to 'reconsider' for much the same reason that the motion is in order - the email ballot did not, in my view, take place during the same "session" as the electronic meeting (and certainly not on the same or prior day).  I don't think the Jan. 15 provision puts it outside the scope of the call of the meeting, although only your organization can ultimately make that call.

If you cannot get unanimous consent to your email ballots, and end up conducting electronic meetings, my personal advice would be to scrap email voting.  An alternative, of course, is to change the required vote threshold on email votes.  However, my opinion is that synchronous meetings are always better than asynchronous.  (I also prefer in-person over electronic where possible.)

Thank you.  I too prefer in person meetings.  

It is hard to be recognized by the chair in a conference call.  

Our chair is uninformed re: RONR and its challenging to say the least.

We haved used email to pass motions for convenience between actual mtgs. With 7 board members its alot of emailing back & forth. 

We dont use ballots or a point of contact, the chair replies when she wants usually to someones reply in a email thread.  Its a mess.  We need to set some rules and use a ballot system.   

Thanks again.

 

The main motion was to contract with CDL snow plow co with provision that the any plowing after jan 15 be approved by the board.

The purpose of the meeting" is to select and vote to contract with a snow removal co."

Everyone has agreed on contracting w/CDL as stated in motion-(which makes purpose of mtg as stated actually mute)-  problem is a few disagree with the added provision part of the motion.  So the motion does relate to the purpose.

Would a motion to reconsider- pg 321 apply?  Would chair have duty to reconsider? 

This board only meets quarterly most business is attempted to be done by email which always evolves to a conference call cause no one can agree.

Our bylaws allow for electronic (email) motions.  To pass must have 100% approval.

The email motion was seconded and received majority but does not receive 100% in favor.  A special meeting is called to "discuss the 'content' of the motion'. 

Is the original email motion still on the table for discussion and vote by (voice) in the conference call or does the motion fail and we start over with a new motion? Second/discuss and vote?

Thank you!

I am on a board for an very small HOA-28 units.  Our original bylaws stated that there "shall be 3" board members.  In 2008, the membership amended the bylaws to say there "shall be 5, or more" board members.

Last election-7 people wanted to be on the board.  2 are a husband and wife.  Since we have no cap, there was no vote.  Essentially every member one who wants to be on the board can. Thereby nullifying an actual voted in board. 

We have a very dysfunctional board with 3 members always voting together- running the board, and now his wife has decided to be on the board too. 

That makes a set majority 4 of 7 on the board without a vote of the membership actually electing or voting them in. The 3 of us might as well not be there.  With a board of 5 it would be 4 to 1 which was their original intent.

1. Is it allowed in Roberts Rules to elect a board without a vote? 

2. Would the cure be to rescind prior resolution.  Motion for new amendment with a cap & can it be retro-active to this last non-election.

In emails mostly - but also with interupting that member when they are speaking, with rude remarks in spec meetings in/by conference calls.

We have a board member who is constantly slandering and demeaning another board member he disagrees with in emails.  Are there rules in RONR that cover conduct amoug boards and recourse on how to handle besides asking the presiding officer to censure.  

Can the minutes of a Special meeting be read and approved at the next spec mtg?  Our board has regular meetings every 3 months with special mtgs by conference call inbetween.  They move the have the prior special minutes read into the record minutes of the next special meeting.  I'm the secretary and believe all the spec mtgs min should be read into the record at the next reg scheduled mtg to be ratified by the board?  Is this correct? TY

When a notice of a special meeting is called to effect the removal of a board member is a motion required before the vote or is calling the meeting to order for this purpose sufficient?   

Thank you Richard.