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BVKO

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  1. Thank you all. For now, I am going with the censure portion alone then and I appreciate the distinction between the two being provided How's this: "I move to censure the President, Vice-president, Treasurer and Secretary for their lack of compliance, supervision and diligence under their responsibilities as officers of the Association in the selection and the failure to have the consultants contract approved by the Board of directors before any work was started by the consultant." Reasonable ? Thanks
  2. Good morning again. If I could , this is the direction I would like that motion to take: "I move to Censure the President, Vice President, Treasurer and Secretary and that they be investigated to determine if their lack of compliance, supervision or diligence under their responsibilities as officers of the Association has resulted in a financial loss to the Association. " Would that be in order? Thanks
  3. Good morning, Thanks for the input. Here are some details I am a board member and have direct knowledge of these facts: In February of 2022 5 of 9 Directors learned that a contract had existed since 2019, assigning control of the Scope, Schedule, Cost and Bids to a consultant unknown to the AOAO. This contract with the consultant was implemented without approval, discussion, or review by the Board. The managing agent did not confirm the validity of this contract prior to releasing over $70,000 of Association funds. The managing agent’s contract guarantees this protection. The Resort Manager invited this consultant to provide a proposal in June of 2019 and executed it, but it was not acted on by the Board until June of 2022 (3 years later). The Consultant’s contract provided for bid invitations at the discretion of the Consultant. Several of the largest commercial painting firms were excluded from the process. The Consultant also drafted an AIA contract that incorrectly identified himself as a licensed Architect. Did the Officers who knew of the contract in 2019, violate their fiduciary duties by not providing it to all directors or requiring it to be approved by the Board as the Bylaws require? Did the Managing Agent fulfill their fiduciary duties, through the requirements of their contract, to protect the Association, if they released funds without a properly executed and approved contract? It is not my intention to make personal attacks or accusations against fellow Board members. But we need to know what happened to ensure this never happens again. I will continue to request a full and transparent review of these events, with a written report, approved by the AOAO attorney and made available to all owners. If anyone would be willing to help me put a motion together that censures the President, Vice President, Secretary and Treasurer with the goal to be a written report by the 5 remaining directors (Officers excluded from the report), approved by the association attorney that provides a full and transparent review of the Consultant's contract and the Board's involvement with it. No pressure... but the meeting is in an hour and a half : ) Mahalo !
  4. Thank you for your assistance, We have 4 officers on our board who have essentially gone rogue. Would a motion like this be acceptable if passed by the membership? I move to censure the President, Vice President, Treasurer and Secretary for their failures as the officers of the Association to approve, administer or share with directors the contract for the construction of the parking garage. Thanks MH
  5. Aloha Dan and Joshua, Ha : ) … Just as I'm beginning to follow and pretty sure I've expressed the situation, I get confused again of the answers. I know it's all in the details so I just want to be sure we are all on the same page. In the note below, in our case, according to the Association Bylaws, and using our lexicon, Directors and Non-Directors have full right to participate in the proceedings of that body. It is there by default by statute and bylaws. A secondary ability for that participation to be restricted by a vote of the quorum of that meeting is not disputed, just whether or not it was done. In absence of that restrictive determination having been made (which may or may not ever be taken and is not any type of a limit of the full right to participate in the proceedings of that body. That does seem to describe non-board members up to an affirmative motion and vote by the Board to restrict. Here is the relevant portion of the bylaws: All Association members = the 247 Owners in the condominium Association - As in "All Association members who are not on the Board and inclusive of those who are Association members who happen to be Board members also. non-Board members = the universe of all Association members minus the 9 members who also serve on the Board. Hope that clears that up. Mahalo
  6. Thanks, To summarize, Rule 47 does not apply A point of order at the time of the infraction would have been required at the time of the restriction of member participation if the member felt it was not in order Once the restriction of the member was allowed (thru no point of order from a nondirector, and implied consent by the remaining Directors) the motion is voted on, it is done. Does this include an existing passed motion as an "action"? That would indicate that a point of order asking for review of a motion made in violation of State Law and for the Association to determine if it was Null and void would be a matter for the Association to decide with consideration of existing relevant state law? I am gathering that "member" as used in RR's may be synonymous with our term Director of the Board? In that use, non-member would be in reference to a member of the Association (with Voting Rights in Association meetings, but not a Director, with no voting rights in Board meetings, but full rights of participation in the deliberation and discussion of any motion. For clarity, Bylaws and statute in reference to the universe of members, would consist of directors and nondirectors, all of whom are members of the Association. Would that be accurate of RR's use of Member and Non-member as equivalent to Director and non-director in RR's lexicon? Is the last sentence of the above quote a referenceable provision of RR's ? If so, could you provide that citation? I see you are a fisherman, you should come out here! Mahalo!
  7. Aloha Dan, Historically (10 years) , Points of Order have been received, acknowledged and determined in Board meetings and/or annual Association meetings. The ability to make motions by members is only permitted in the Annual Association meetings or if the membership (thru 25% of the members at large consent) called a Special Association meeting. As I'd mentioned, my only reference at this time is the 1915 version. In that version, rule 47 states in part: in this version which is why I wonder if similar language survived the 11 revision, seems to address the question of a motion that has been adopted, (whether or not it was challenged prior to passage ) with no survivability mentioned if it conflicts with a rule of a higher order, ie the Bylaws. The restriction of participation by the Chair, while not within the motion itself, was a suspension of rules with out the ability to do so or with out a Board vote approval each time the membership was not permitted to participate. Does a condition created from an improper suspension of the rules, require action prior to passage ? For example, Member participation and discussion is an established and statutorily protected right under the Bylaws and state law as the 72 hour requirement of posting meeting notices, quorum requirements etc. Since the language of participation is also included in Hawaii Statute as follows: Section 514B-125, Hawaii Revised Statutes, is amended to read as follows : " [Æ] S 514B-125 Board meetings . (a) 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 [may} shall be permitted to participate in any deliberation or discussion, other than executive sessions, pursuant to owner participation rules adopted by the board. Would any motion passed thru the Association Board's illegal act to do so, such as 72 hour notice, quorum present or illegally restricting member participation represent a lawful action, therefore a valid action, if it was not legal. In the text above, the amendment took effect July 1, 2017 in which our legislature removed the right completely to restrict participation. The time frame we are discussing prior to the amended version. Any additional insight if the act of the Board was determined to be illegal at the time the motion was passed? Mahalo
  8. I understand and appreciate the complexity of the situation. Mahalo!
  9. Thank you, I've heard that also of other Associations and States. Hawaii's condominium law addresses that subject and our Association docs mirror the Statute on this quote: " Based on what appears to create a statutory and bylaw guarantee unless a quorum takes the affirmative action to determine to not allow participation, does that effect your conclusion? Thanks again.
  10. Aloha, Our Association is 250 condominiums with an elected board of directors from 9 of the 247 members and the Board is the governing body of the Association. Meetings are required to be open to all members in accordance to Robert’s Rules of Order. “All meetings of the Board (whether organizational, regular or special) shall be conducted in accordance with the most current edition of Robert's Rules of Order.” ~ Association Bylaws “BOARD MEETINGS OPEN TO OWNERS. With the exception of executive sessions, all meetings of the Board shall be open to all members of the Association, and Association members who are not on the Board may participate in any deliberation or discussion unless a majority of a quorum of the Board determines that such non-Board members shall not so participate in the meeting.” Association Bylaws First, thanks for having a forum like this! I have done some research, but realized it was the 1915 edition and it is a multipart point of confusion for me. I've inserted quotes from the minutes for accuracy. ( is there a downloadable RR’s 11th edition available for online purchase? I could only find CD and Audio) Thanks to anyone who responds! The questions I have are the following: At a Board meeting, after the presentation of reports, the Chair opened the meeting for questions from the Owners and then closed participation to non-board members. There was no action taken by the quorum of the Board to restrict participation other than the Chairs directive that it would be done. The Directors amongst themselves then discussed, deliberated and polled on 7 controversial proposed rules and made recommendation to the rules committee of what had been decided by the Directors. Minutes describing the above: “Chairman then opened up the meeting for questions from the owners: At the conclusion of the questions from owners, President restricted discussion to the board members and requested board input on the following rule issues to give the Special Rules Committee direction” First Question ~ Did the Chairman, in his capacity as Chair of the meeting, without any record of a determination from the quorum of the Board, satisfy the requirement of the bylaw above to restrict member participation in the discussion? ____________ Minutes describing the above: “Chairman then opened up the meeting for questions from the owners: At the conclusion of the questions from owners, President restricted discussion to the board members and requested board input on the following rule issues to give the Special Rules Committee direction” This would also describe the approach taken for votes on motions or other matters requiring votes of Directors. In some cases, all discussions of a motion during the discussion period of the motion are closed to members. In some rare cases, members might be given an opportunity to provide their input after the making of the motion and second before discussion would be closed to non-Board members thru the vote by the Directors. If a motion was passed by the Board on items similar to those below, under either of the Chair's restrictions of members to participate in the entire discussion and deliberation of the motion, would the Action approved by the Board be: Valid and enforceable _______ OR Null and Void _______ Approve required policies and/or requirement upon the membership, Passage of House Rules Passage of Budgets Approval of legal opinions Acceptance of contracts Acceptance of Insurance proposal Based on my only resource at the time of the 1915 version, under Art 8 rule 47, in 1915 it looks like it would be null and void based on the superiority of the Bylaw over a rule of the Chair. With the giant assumption that my interpretation is accurate, have revisions changed that interpretation? Rule 47 in part 1915 J No motion is in order that conflicts with the laws of the nation, or state, or with the assembly’s constitution or by-laws, and if such a motion is adopted, even by a unanimous vote, it is null and void. No rule that conflicts with a rule of a higher order is of any authority; c. In the event some or all of the motions passed are null and void, how does the Association correct an issue in existence for years potentially effecting most of the actions taken by the Board? _____________________________________________ d. Is it an option of Association to correct past digressions thru a blanket correction or would each motion need to be reintroduced open for discussion and passed again? __________________________________ e. What if the vote the 2nd time was different than the first, retroactively unwinding any approval for use of Association funds which have been spent? f. Is it an option to start doing things correctly at this point and ignore the past record as flawed but not corrected? Mahalo! Sorry if too many questions or they aren’t clear. Novice here! Aloha! Confused in Hawaii
  11. Aloha, I'm hoping to find a "protocol" that might be available in a link or forward that would provide a newly appointed Special Committee Chair that was appointed by the chair that would give me a reference for: Required notice of scheduled committee meetings Records needing to retained from the committee ( are mailed notices, agendas, minutes of meetings and committee reports ) all required to be maintained and then turned over the Secretary of the Association? Is a special committee required to allow members to attend the committee meetings, participate, etc? Our past special committee meetings have been named by the Chair without a motion or vote and the chair of the committee and it's members were appointed at the same time. All committee meetings we private with the 3 members and no members (of a membership of 247) were notified of meetings, invited to attend, and not provided any info other than the committee report. There is a criticism that this is nothing other than a discussion of Board business with the potential of a specific outcome and that the deliberative process and intent of the Committee is to remove the membership from participation and discussion. It's looks like a special committee is required to be open to the membership, notices sent, etc with a less formal and restricted forum than a Regular Board meeting and the primary function is to enable open discussion by all members desiring with the Committee members then charged with the duty to recluse only for the preparation and the committees recommendation as noticed by a sole vote of the Committee Members. Excerpt from 52 RR ~ " It is the duty of the chairman to call the committee together, but, if he is absent, or neglects or declines to call a meeting of the committee? it is the duty of the committee to meet on the call of any two of its members. In small special committees the chairman usually acts as secretary, but in large ones and in all standing committees, it is customary to elect a secretary, who keeps a brief memorandum of what is done, for the use of the committee. Members of the society have a right to appear at the committee meetings and present their views on the subject before it at such reasonable times as, upon request, the committee may appoint. But during the deliberations of the committee no one has a right to be present, except members of the committee. Thank you very much
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