Jump to content
The Official RONR Q & A Forums

Arthur541

Members
  • Content count

    16
  • Joined

  • Last visited

Recent Profile Visitors

The recent visitors block is disabled and is not being shown to other users.

  1. Arthur541

    BYLAW AMENDMENTS

    BTW Richard Brown Outstanding comments about the bylaw amendment. I would not have thought of any of that. Thanks very much to the others for all your input.
  2. Arthur541

    BYLAW AMENDMENTS

    Thank you gentlemen. I do appreciate the comments, including the comments about my bylaw amendment process. The discussion admittedly did go beyond bylaws. I have an attorney for other aspects.
  3. Arthur541

    BYLAW AMENDMENTS

  4. Arthur541

    BYLAW AMENDMENTS

    Gentlemen I apologize for the delay I just wrote the HOA about issuing threats to owners about entering their properties. Thank you for your responses about the proxies. I am writing to the board about the bylaw amendment and asking that it be re-drafted. I have since heard a complaint from another homeowner that the proxies were simply piled in a box when they were received, there was no security, and there was no meeting. He complained the whole count was done improperly and should be investigated. Guess I am not the only one. The manager seemed to have taken the proxy votes did mass mailings, with no deadlines, and simply counted the votes at various times, until she had enough votes to pass the amendment. I have been told by board members that instead of having another meeting within the 90 days, the board first voted for a 30 day limit, then voted to extend the 30 days, then she simply counted the votes. Ever heard of a board voting for 30 days at at time on proxies? A mass mailing, as opposed to a meeting, for bylaw amendments is authorized in our bylaws. If there were a mass mailing for a bylaw amendment, should there not be a deadline for the ballots to be received and counted?
  5. Arthur541

    BYLAW AMENDMENTS

    Richard Understood. It so happens proxies are allowed for HOAs under Florida Statutes FS 720.306. You say requesting proxies after vote has been conducted in order to try to get enough votes constitutes a continuing breach. Am I missing something? What is the "continuing breach" part. It causes the result of a vote count that includes proxies to be invalid unless there were not enough proxies. The amendment was sent out as a ballot. I have a copy. Then th manager sent out the proxies with the amendment on it. You say you doubt the property manager had any authority to send out proxy forms, or the board to direct her, and that it was still improper. You mean improper in that there was no meeting? Can you elaborate? I am considering a letter to the board and the state about this. Sadly, this property manager has broken a number of rules and violated laws. RONR talks about proxies used for voting purposes. That tells me they are intended for use solely at meetings. There was no meeting. Another issue is the 90 days for the proxies. is the 90 days for an adjourned meeting? If so, then Is that a correct assumption?
  6. Arthur541

    BYLAW AMENDMENTS

    Richard Understood. It so happens proxies are allowed for HOAs under Florida Statutes FS 720.306. You say requesting proxies after vote has been conducted in order to try to get enough votes constitutes a continuing breach. Am I missing something? What is the "continuing breach" part. It causes the result of a vote count that includes proxies to be invalid unless there were not enough proxies. The amendment was sent out as a ballot. I have a copy. Then th manager sent out the proxies with the amendment on it. You say you doubt the property manager had any authority to send out proxy forms, or the board to direct her, and that it was still improper. You mean improper in that there was no meeting? Can you elaborate? I am considering a letter to the board and the state about this. Sadly, this property manager has broken a number of rules and violated laws. RONR talks about proxies used for voting purposes. That tells me they are intended for use solely at meetings. There was no meeting. Another issue is the 90 days for the proxies. is the 90 days for an adjourned meeting? If so, then Is that a correct assumption?
  7. Arthur541

    BYLAW AMENDMENTS

    Thank everyone very much for your comments and questions. I am surprised at what RONR will allow that I would think would be forbidden. I would have thought that if an amendment to a motion that contradicts the motions would extend to a contraction in bylaws. if you can believe it, this amendment was drafted by the association attorney. I have another attorney looking at it for her take. Another wrinkle I just thought of. RONR discusses proxies. I just attached a Limited Proxy that was used after the annual meeting to gain enough votes for the amendment to pass. There were not enough ballots thus not enough votes with the ballots to pass the amendment. The property manager then sent out this limited proxy I attached, without scheduling another meeting to use the proxy. First, as I understand proxies, they are intended to be used at a meeting when an owner cannot attend. The owner gives someone their proxy and that holder then votes at a meeting with that proxy in hand. Instead, this property manager mailed out the Limited Proxy I attached, and without holding a meeting to vote, simply collected and tallied the votes. To me, that is not how it works. As I understand it, proxies are to be used at meetings. There was no meeting held. Was she still correct in simply tallying the proxies that were returned? There was no meeting and no deadline for the limited proxy you see. She just collected them and announced the vote. Comments please. HOA OAK HOLLOW AMENDMENT PROXY 2018.pdf
  8. Arthur541

    BYLAW AMENDMENTS

    Fascinating. Allow me to add another twist. At least one attorney I have asked tells me the amendment contradicts the existing bylaw by changing the number of directors, then contradicts itself. it first states that the directors shall be elected for two year terms, then requires two classes, with one elected for only one year. LWith these contradictions the attorney claims the board should either rewrite the amendment, or be sued for violating the existing amendment. If he is correct, is there something in RONR that restricts an amendment from contradicting an existing motion? Why would an amendment that changes the number of directors and the range of them be allowed to exist in the byIt laws? They contradict each other The statement that directors are to be elected to two terms contradicts the requirement for two classes, and the staggering of the terms in 2018. If he is wrong, would you allow seemingly contradictory requirements to remain in the bylaws?
  9. Arthur541

    BYLAW AMENDMENTS

    Guess Who. Interesting. How do you see it setting the number at between 6 and 9? By stating that the directors shall be in classes, each class consisting of at least three directors? You see that as setting the stage for at least three directors after 2018? Does that not contradict the existing bylaw allowing between 5 and 9? Or is it irrelevant?
  10. Arthur541

    BYLAW AMENDMENTS

    Gentlemen. Sorry for the delay I was reading through the replies. Thank you. I guess I stand corrected on a few issues. Joshua, yes the amendment was added to the bylaws, leaving the contradictory part in place. I was going to attach a file with the rest of the bylaw amendment. I can't seem to do it. The bylaw, with amendment reads as follows: "The affairs of the Association shall be governed by the Board composed of not less than five (5) nor more than nine (9) Directors, the exact number to be determine from time to time by Board resolution. All Directors shall be members. All officers of a corporation, trust, partnership, or other such owner shall be deemed to be members so as to be eligible for Board membership. "Directors shall be elected by the voting interests on the date of the annual membership meeting for a one year term. "All Directors will be elected for a Two(2) year term. The Directors shall be divided into two classes, each class consisting of at least three (3) Directors and such classification based on the time for which they hold office. At the annual meeting held in 2018, the four (4) Directors who received the highest number of votes shall be elected for a term of two years and the three directors who received the next highest number of vote shall be elected for a term of one (1) year. In the event there is a tie in the number of votes which would determine if a Director would serve a one (1) year or a two (2) year term, the remaining Directors shall decide amongst themselves by a majority vote who shall esrve either a one (1) year of a two (2) year term. In the event all seven (7) Directors receive an equal number of votes, the directors shall decide amongst themselves by a majority vote who shall serve either a one (1) or a two(2) year term. At each subsequent annual meeting and election thereafter, the successor to the class of Directors whose terms shall expier that year shall be elected for a term of two (2) years, so that the term of one class of Directors shall expire in each year. “ I think there seems to be another issue here. The state law reads “ANNUAL MEETING.—The association shall hold a meeting of its members annually for the transaction of any and all proper business at a time, date, and place stated in, or fixed in accordance with, the bylaws. The election of directors, if one is required to be held, must be held at, or in conjunction with, the annual meeting or as provided in the governing documents. “ It appears to me that in deleting the part “Directors shall be elected by the voting interests on the date of the annual membership meeting for a one year term.” someone has deleted the bylaw requirement for the election of directors at the annual meeting? Yes? No? Are the comments about contradictions or not still stand? Guess Who You say the amendment sets the board at 7 directors, then allows for six directors thereafter? Does anyone think this amendment still allows the board to increase or decrease its numbers? I appreciate everyone's indulgence here.
  11. Arthur541

    BYLAW AMENDMENTS

    Excellent Bruce! Thank you for your reply and analysis. You say there is a contradiction and a priority involved. You see the contradiction too, then. Unfortunately, the amendment has already been voted on by the owners. And yes it is tedious and time consuming, and with this manager and board, not likely to go anywhere. This manager has written two books, one on condos and one on HOAs and teaches classes. As a formerly licensed property manager and a member of the NAP, I know a little something about RONR and bylaws. Half the time she is wrong about rules and what she tells people. But the board takes everything she utters as gospel. She hands the board something and they give it their blessing without proof reading. It is astonishing and discouraging. She will likely tell me the amendment overrules the existing bylaw provisions and she will hear nothing else. That is until I bring in an attorney. That said, I seriously doubt this board will put anything to the owners now for a vote. You said you see a priority? I seemed to have missed what that priority is in your reply . Are you saying that the existing bylaws should overrule the amendment somehow? I don't how to prove it, but I submit the existing bylaws should overrule the amendment. What is the priority you see?
  12. Arthur541

    BYLAW AMENDMENTS

    My HOA just amended our bylaws to start staggered terms. They also contradicted what the bylaws used to say for the number of directors, between 5 an 9. The bylaws read "The affairs of the Association shall be governed by the Board composed of not less than five (5) nor more than nine (9) Directors, the exact number to be determine from time to time by Board resolution. All Directors shall be members. All officers of a corporation, trust, partnership, or other such ower shall be deemed to be members so as to be eligible for Board membership Amendment "All Directors will be elected for a Two(2) year term. The Directors shall be divided into two classes, each class consisting of at least three (3) Directors and such classification based on the time for which they hold office. At the annual meeting held in 2018, the four (4) Directors who received the highest number of votes shall be elected for a term of two yers and the three directors who received the next highest number of vote shall be elected for a term of one (1) year. ..." There is more. I think you get the gist of it. Question is about the amendment. As I see it, the amendment contradicts the provision allowing for between 5 and 9 directors by fixing the board at 7 directors. In that case, is there a priority? Does the amendment fixing the number at 7 take precedence? Or does the amendment fixing the number at 7 take effect?
  13. Arthur541

    COMMITTEES

    Thank you for your reply. Along those lines, when the board does appoint someone, they must appoint members, by name, to the committee, as members. Yes? Then that determines a quorum and they have regular meetings. A board cannot just have a pool of committee members, or appoint "liaison" board members. I am asking because attorneys tell me they are condoning this with their boards and actually telling their boards to just throw Robert's Rules out the window for some Florida Administrative Codes. Are you seeing this anywhere. It seems pretty sloppy way of setting up committees. I am told by attorneys judges have penalized associations for this kind of sloppiness. Know anything about this? Arthur
  14. Arthur541

    COMMITTEES

    Thank you for replying. A very good point about the "pool" No, the bylaws do not authorize the president on his own to establish committees and then appoint members to those committees. What the bylaws state is "The Board may, by resolution duly adopted, appoint committees. Any committee shall have and exercise such powers, duties, and functions as may be determined by the Board from time to time, which may include any power which may be be exercise by a committee." Comments?
  15. Arthur541

    COMMITTEES

    Is there such a thing as a pool of members for a committee in RONR? I do not think so. I am asking because my HOA has gotten into the habit of making up "pools" of members for committees, from which the chair calls a few and sets up a meeting. Comments?
×