Genesis

"All meetings of the board, other than executive sessions, shall be open to all members of the association, and association members who are not on the board shall be permitted to participate in any deliberation or discussion, other than executive sessions, pursuant to owner participation rules adopted by the board. All board meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised. Unless otherwise provided in the declaration or bylaws, a board may permit any meeting to be conducted by any means of communication through which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. If permitted by the board, any unit owner may participate in a meeting conducted by a means of communication through which all participants may simultaneously hear each other during the meeting, provided that the board may require that the unit owner pay for the costs associated with the participation.The board shall meet at least once a year. Notice of all board meetings shall be posted by the managing agent, resident manager, or a member of the board, in prominent locations within the project seventy-two hours prior to the meeting or simultaneously with notice to the board. The notice shall include a list of business items expected to be on the meeting agenda."

Ever since the pandemic, board meetings are no longer scheduled in advance and the meeting date for the next meeting is not decided in advance. The bylaws require 3 days' notice before the meeting but sometimes we are given less than 3 days' notice. Many of us cannot adjust our schedules without enough notice and wonder if this is how the board tries to avoid our questions, especially about big-ticket projects. When we attend the meeting, it is apparent that the board knew sooner than the 3 days that they were going to hold their meeting. Sometimes it feels like they held a meeting before the meeting because they rush through motions and vote with minimal discussion if any. What can be done? Are the decisions made in those meetings legitimate?

I thank all of you for your guidance.

Thank you to you both for your help.

So the second motion, despite 36:6 and 10:26(3), having exactly the same wording as the first motion, is considered proper? And, yes, it was adopted by the Board on this second attempt. BTW, the Board chair, when lacking enough votes to carry a motion he supports, will conference-call missing members to garner their votes, then allow those members to "leave" the meeting immediately (by ending the call) after the desired motion carries.

A motion (to do X) was made, seconded, but failed to garner the majority of votes and thus was not adopted. Immediately thereafter, a member belatedly joined the meeting and another member who previously voted against the first motion decided to change his mind. The same motion was made again, seconded, and the majority voted in favor of the motion. Notification that this second motion was an improper motion was ignored. At the next meeting, a motion to reconsider the improper motion was made. No one seconded the motion, no vote was called, and as a result the motion to reconsider failed. Does the very first motion (which was not adopted) still stand? The Board went ahead and did X. If an improper action, what can be done? Make another motion to reconsider again? Or make a motion to rescind or amend?

Thank you!

Thank you to all contributors!

Whenever a particular board member votes contrarily to the president's vote, he immediately makes comments such as "what an idiotic vote," "an irrational decision," "unjustifiable," etc. Although most directors ignore those comments, those who also vote contrarily to the president (and are usually in the minority) are aware of these personal remarks and are afraid to comment for fear that they, too, will be denounced in public. What can be done? Call a point of order? Censure?

Can a board that qualifies as a small board waver between "small board rules" and "regular board rules," using whichever rule is beneficial to the board at that time, for instance, regarding the chair making motions and voting, or regarding limiting the number of times a director may speak to a motion?

Thanks to all for your help!

State statute requires the consent of at least 67% of the assembly to amend the assembly's bylaws. However, within the bylaws themselves, there is a statement that by a "general or special resolution of the Board," a certain provision in the bylaws may be altered. The Board treated the resolution as if it were a motion, replacing the term, "motion," with the term, "resolution," seconded it and voted. What is the difference between a motion and a resolution? What is a "general" resolution versus a "special resolution"?

Thank you, Richard! Your advice is greatly appreciated!

The Board uses a consent calendar to circumvent discussions on controversial issues. What are the parliamentary steps to opposing the use of a consent calendar?

Thank you, Rob and Josh, for your help and guidance.

The board's draft version of its latest meeting minutes was distributed to the board for review. We have a custom of studying the previous meeting's minutes and other documents pertaining to what will be covered in advance of that meeting so that directors do not use valuable meeting time to read. A director did not attend the board meeting and did not provide a written report for the committee he heads. However, another director, the assistant chair of that committee, provided a verbal report. That report included actions taken by the absent director which were not approved by the board (board approval was required). To absolve himself from responsibility, the first director (the one who was absent) wants to amend the meeting minutes to reflect a committee report that makes others appear responsible for his actions. He will attend the upcoming board meeting. Is it proper for that absent director to amend the minutes of a meeting which he did not attend, even if it was just a committee report? What parliamentary action (motion) can be made to reverse the amendment?

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!

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.

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.

Thank you George Mervosh, Richard Brown, and Atul Kapur for your kind assistance and guidance.

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?

Thank you!

Can you please direct me to where this is said in RONR?

Thank you Richard, Joshua, and Hieu for your assistance and humor!

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.