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  1. Thank you for your responses. I hope this helps to clarify: The Bylaws state that no director may vote on a motion in which he/she has a personal or pecuniary interest, from which I surmised that the named officers in the motion, whether one, two, or three officers, could be excluded from voting on the motion to remove them from their offices (not to remove them as directors). The bylaws also say that although directors are elected by the general assembly, however should a seat be vacated, the vacated seat can be filled by the vote of the majority of the remaining board even if a quorum is not achieved. And the director who fills a vacated seat holds that seat until the next election regardless of the length of the remaining term allocated to that seat; elections are held yearly, with directors serving staggered terms. I look forward to your further responses. Thank you!
  2. The nine directors must be members of the association. Directors are supposed to be elected by the association. However, some became directors when they replaced retiring or resigning directors. As successors to retiring or resigning directors, they were supposed to be elected by the board, but they were actually selected by the President who had control of the majority of the board and assured them of their election. As a result, they are "symbolic" directors who do not actively participate except to agree with the President and vote as he instructs them.
  3. We have a board of nine directors. The President displays his personal differences with some directors and makes disparaging (and false) remarks of them, even putting those statements in writing. He behaves similarly to members because of differences in opinion. Recently, the Vice President was discovered to be ineligible to be on the board and the Secretary vacated his seat due to multiple absences from meetings. But both remain on the board at the President’s insistence. They, with two other directors who fear retaliation and mistreatment, are also the President’s supporters and comprise the board majority. They make decisions outside of meetings, often by phone or email, excluding other directors from discussion or deliberation. Our bylaws state that directors’ terms “are for ___ years and until their respective successors have been elected.” The bylaws also state that, “Any officer may be removed either with or without cause by vote of a majority of the members of the Board and successor elected, at any regular meeting of the Board or any special meeting called for such purpose.” But RONR appears to require investigation and trial to remove those officers from office. Roughly half our members are unaware and/or apathetic so we will not be able have the necessary percentage to remove the three directors, just remove them from office. (1) Which rule is superior, the bylaws or RONR? (We would like to forego the time and expense of investigations and trial since the offenses have been obvious.) (2) Is it possible to put into one motion the removal of all three officers? Due to the “no conflict of interest clause” in the bylaws, the three would not be able to vote on that motion. (3) Do the successor officers have to be named in the same motion, or can the successors be named and voted upon in separate motions? (4) Do we have to have all three new officers or can just the President and Secretary’s offices be filled? (5) At what point can this motion be made? For instance, can a “point of order” be made immediately as soon as the meeting is called to order? While an agenda is provided in writing, it is customarily unapproved and we are able to add motions. We think that the two fearful directors may start acting independently if the current President was removed from office. Then, we might be able to have open discussions and fair decision making.
  4. Thank you George Mervosh, Richard Brown, and Atul Kapur for your kind assistance and guidance.
  5. There are members who cannot attend the annual meeting at which our annual election will occur but who want to be nominated as candidates. They have secured other members to nominate them from the floor. First of all, if there is nothing in our association's governing documents that prohibits nominations from the floor of absentee members, is this allowed under RONR? Next, must these nominations be seconded? Then, must these nominations from the floor be accepted by the absentee candidates? If these nominees have assigned proxies to other members, can those other members accept nominations on their behalf? After the election, there is an organizational meeting to determine our officers. Because directors and members are allowed to participate electronically in our meetings as long as they can all simultaneously hear and deliberate with the rest who are present, will the newly elected directors who are physically absent but are present electronically, be allowed under RONR to participate in the election of officers?
  6. Can you please direct me to where this is said in RONR?
  7. Thank you Richard, Joshua, and Hieu for your assistance and humor!
  8. At the start of the board meeting, the Chair makes his report. The meeting is open to the assembly. Often the report includes false or misleading information which cannot be supported by evidence or documentation whereas the correction can. Because there is no motion, what can I do to correct his statements? "Point of order" seems out of place at this point.
  9. Thank you Chris Harrison and Josh Martin for your kind assistance.
  10. What is Robert's Rule about legally dangerous board members (making representation as if he represents the board when he does not)? Or board members who make false statements to persuade? Can they be censored? The removal process is difficult and time consuming.
  11. Thank you to GWCTD and Richard Brown for your assistance.
  12. Every year three seats of a nine-member board are up for election. Our election rules also state, “the board may only fill vacancies in its membership to serve until the next annual or duly noticed special association meeting. Notice of a special association meeting to fill vacancies shall include notice of the election. Any special association meeting to fill vacancies shall be held on a date that allows sufficient time for owners to declare their intention to run for election and to solicit proxies for that purpose.” And regarding any special meetings of the association, “…(b) Special meetings of the association may be called by the president, a majority of the board, or by a petition to the secretary or managing agent signed by not less than twenty-five per cent of the unit owners as shown in the association's record of ownership; provided that if the secretary or managing agent fails to send out the notices for the special meeting within fourteen days of receipt of the petition, the petitioners shall have the authority to set the time, date, and place for the special meeting and to send out the notices and proxies for the special meeting at the association's expense in accordance with the requirements of the bylaws and of this part; provided further that a special meeting based upon a petition to the secretary or managing agent shall be set no later than sixty days from receipt of the petition. (c) Not less than fourteen days in advance of any meeting, the secretary or other officer specified in the bylaws shall cause notice to be: (1) Hand-delivered; (2) Sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the unit owner; or (3) At the option of the unit owner, expressed in writing, by electronic mail to the electronic mailing address designated in writing by the unit owner. The notice of any meeting must state the date, time, and place of the meeting and the items on the agenda, including the general nature and rationale of any proposed amendment to the declaration or bylaws, and any proposal to remove a member of the board; provided that this subsection shall not preclude any unit owner from proposing an amendment to the declaration or bylaws or to remove a member of the board at any annual association meeting.” Question: There are at least six known members of the assembly running for the three seats this year. If a 4th board member wants to resign so that 4 seats are open for election at this year’s Association’s Annual Meeting and does not want the board to fill his seat until that Annual Meeting, when is the most opportune time to resign? Would the day of Annual Meeting suffice? Could the resignation take place at the Annual Meeting? Please assume that proper notice of the Annual Meeting and election to vote for 3 open seats has been provided to the association's members and that the 4th board member does not want the board to select his replacement and instead wants the association's members to have a fair opportunity to elect his replacement.
  13. From the association's Bylaws: "Voting shall be on a percentage basis. Each apartment shall be entitled to a vote equal to the percentage of the common interest assigned to such apartment in the Declaration. Votes may be cast in person or by proxy by the respective apartment owners as shown in the record of ownership of the Association..." and "Election of directors shall be by cumulative voting by secret ballot at each annual meeting and any special meeting called for that purpose. Directors shall hold office for a period of three years and until their respective successors have been elected, subject to removal as herein provided, except that at the first annual meeting three directors shall be elected for one year terms, three directors shall be elected for two years terms, and three directors shall be elected for three years terms." From State Statute: "Voting for elections; cumulative voting. (a) If the bylaws provide for cumulative voting for an election at a meeting, each unit owner present in person or represented by proxy shall have a number of votes equal to the unit owner's voting percentage multiplied by the number of positions to be filled at the election. (b) Each unit owner shall be entitled to cumulate the votes of the unit owner and give all of the votes to one nominee or distribute the votes among any or all of the nominees. (c) The nominee or nominees receiving the highest number of votes under this section, up to the total number of positions to be filled, shall be deemed elected and shall be given the longest term. (d) This section shall not prevent the filling of vacancies on the board of directors in accordance with this chapter and the association's governing documents.
  14. Our homeowners association uses cumulative voting and also allows for voting by proxy. For the election of board members, an association meeting is required. Quorum is a majority of owners by percentage of common interests. Every year at least three seats on the board are open; there are a total of nine seats. To be elected, a board member must have the majority of votes. This year, we have three open seats and six candidates. If 51% of owners are present in person or by proxy and satisfy the quorum requirements, then is 3 (seats) x 51 (percent present) equal to the number of total possible votes? What is the threshold that a candidate must meet to be seated? More than (3 x 51) divided by 2, or more than 76.5? If not, what is your calculation please? Since only one candidate can have the majority of votes, does this process then require at least two more re-votes to fill the remaining two seats, assuming that a candidate was seated in the first vote?
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