Genesis

Thank you Chris Harrison and Josh Martin for your kind assistance.

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.

Thank you to GWCTD and Richard Brown for your assistance.

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.

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.

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?

Thank you for your learned responses.

At a meeting of the General Assembly during which the board election occurred, a member who was unfamiliar with Robert's Rules interrupted the reporting of election results. In the minutes of that meeting, there is an asterisk next to the topic, "election of directors," and then, at the bottom of the page after the Secretary's signature, this reference, "John Doe raised his voice, repeatedly interrupting the Chair. The Chair rules John Doe's comments out of order and instructed him to be seated." The question is not whether John Doe was out of order, but if the reporting of this incident in the minutes as described above is proper. And, if not, how should this incident have been reported? Or should this incident have been left off the minutes?

Thank you!

A majority of directors is needed to hold a board meeting. A majority of members is needed to hold an association meeting. But there is no mention of how many board directors are also needed to hold an association meeting. IIs a majority of directors necessary, too, for the association meeting to occur?