Newbie

Recent annual election resulted in our board having 3 carry over members and 2 new members. At our regularly scheduled monthly board meeting, we proceeded to approve the minutes from the previous month's meeting. Are the 2 new members allowed to vote on this matter (or make the motion or second) given that they were not in attendance in the previous month's meeting?

Our State Statute has the following statement: At its discretion, the board of directors may meet in a meeting not open to unit owners provided the meeting is recorded and the recording is made available to unit owners for up to 30 days upon request. While not strictly a RONR question, our board is planning on having a board meeting "not open to unit owners". We are debating the terms "recorded" & "recording". Some think that simply providing the minutes would satisfy this requirement. Others think at a minimum, we'd need an audio recording or perhaps even an audio/visual recording. Minutes would not be available to unit owners upon request within the 30 days. Even without audio or video, minutes are "recorded", are they not?

While our Bylaws only state that the Secretary shall keep the minutes of all proceedings...etc., our State Statute seems more definitive: "The secretary or other designee duly authorized by the board of directors shall take minutes of all meetings held in accordance with this section and RSA 356-B:37-c. The board of directors shall make copies of the minutes of all meetings available to the unit owners within 60 days of the meeting or 15 days of the date such minutes are approved by the board, whichever occurs first. The association may opt to provide the minutes electronically or publish them on the association website, in which case the owners shall be informed of the web address." We had a debate on the Board last year about the Board being able to approve the minutes from the Annual Meeting that was held the month prior. We did some sort of compromise whereby the Board approved the minutes in "draft form". Then, we still approved them at the Annual Meeting that we had last month. This year, I just want the Board to approve the minutes at our next monthly meeting, post them on our portal, and be done with them. Does that pass muster?

I believe this to be true. Unfortunately our past 3 boards have utilized email voting. Many have not heard of RONR; most don't really care. There are only a few staunch advocates supporting the correct process. As an example of the attitude that prevails within the group, the outgoing President's wife asked the question as to what the ramifications would be if we just ignored the rule stating we could not vote by email. The President of the board previous to that erroneously claimed that if the Bylaws didn't say we couldn't vote by email, then we could (or apparently do anything else the Bylaws didn't restrict). Yes, logically fallacious, but folks use whatever arguments they can put forth to try and get their way. I think for the next couple/three months we're going to continue with the faulty process until we can get our Bylaws amended. I'm not happy having to take this path, but I need to consider the positives of getting things done quickly while maintaining some semblance of harmony within the Association. Folks don't want to have to wait 30 days until the next board meeting to get an approval on replacing a shrub in front of their unit. Thanx. On some days either may apply; on other days both will likely apply. 🙄 I already have copies of RONR, RONRIB, and RR for Dummies. I got them for Christmas last year after being elected to the board. One other director has the IB book, and I recently ordered 3 copies for the remaining directors (2 new to the board this year) that don't have copies. When I give copies to the directors, I'll welcome them to the revolution! 😄 Well I was at least successful in getting us to ratify all email votes at our next regularly scheduled board meetings. So I'll celebrate that as a small win. Thanx for all the suggestions.

We recently held our annual meeting for our HOA. Our Bylaws are silent on the matter of email voting. Last February, our then 7-member board motioned/voted to allow voting by email. I abstained. We recently changed to a 5-member board. One of our agenda items for the annual meeting was to make an addition to our Bylaws to legally allow email voting. During our annual meeting (which had a clear quorum), a motion was made to allow the board to continue to vote by email, which they had been doing for about 3 years. There was debate. I brought up the fact that the original board vote in February was not in order and considered it to be a continuing breech. When a vote was finally taken, it was soundly agreed that the board would be allowed to vote on matters by email. I recognize that our Board is subordinate to the Association. (Does this mean the continuing breech has gone away?) I have also been voted in as President of the Board for the next year, effective now. I believe we should still formulate an addition to our Bylaws, have them approved by the Bylaw-required 2/3 vote for acceptance, and get them on file with our Registry of Deeds. I think we should also define some specific instances where email voting should be a no-brainer, and in other cases, not recommended to vote by email. I think these should be inserted into our "Rules & Regulations Handbook". I know much of the above is skirting the RONR processes or protocols, but I'd like to make sure that we proceed in these areas without getting ourselves into trouble down the road. Are we on the right path so far? And, would appreciate any guidance for someone new to "presidential responsibilities" and only familiar with RONR for about a year now.

Geez. Even tax records don't have to be kept that long! 🤣 😉 From our State Statute: " An electronic or paper copy of all meeting minutes shall be available to the unit owners for at least 3 years after the date of the meeting."

Thank you for the clarification. I thought it might be something like that. Now, given our past history and our president's lack of knowledge of these matters and his disinclination to acknowledge proper protocol, we'll just muddy through until our annual meeting. We have come across a couple that have already given us more than our current firm. It's a combination of understanding our condo docs (statute, declaration, bylaws) along with a bit on meeting management. I agree that a qualified parliamentarian would be very helpful. One of the firms offers twice a year workshops where they invite various people to speak and do question/answer sessions. That alone intrigues me and I would try to attend whenever I could. But budget constraints for a small 3-year old association might hold us back somewhat. At this point, we have to eat the elephant one bite at a time.

Technically, he did not have the authority to do this on his own. Nor did he have the authority to not fill a vacant board position with 4 months left to go until our next elections. Or to claim that our bylaws were higher in standing than our state statute. Or several other things that have happened or been discussed over the past several months. Our problem has been that no one sought to challenge him on some of these things, or if someone did, we didn't have enough support to prevail. He does not know what a point of order is, much less to rule it to be well taken or not well taken. Our board members don't know what to do in the event someone wanted to appeal the ruling of the chair. As we go from a 7-member board to a 5-member board next month, and with elections for 2 openings, I'm hoping to effect some changes moving forward. Also coming up will be a change in our property management company. We're looking for someone to better serve us in the management of our meetings as well as our association. The present company was less able to provide those aspects to us. And not only less able, but often served at the direction of the president to support his suggestions and philosophies.

Whenever there shall occur a vacancy on the Board of Directors due to death, resignation, removal or any other cause, the remaining Directors shall elect a successor Director to serve until the next annual meeting of The Association, at which time said vacancy shall be filled for the unexpired term. After our first resignation, our President "suggested" that we not fill the vacancy because of the short time until our next elections. (That would be 4 months.) Since the board was then at 6 directors and split into factions of 3-3, any motion to fill the vacancy from either side would likely have resulted in a tie vote and a failed motion. Our second resignation occurred just a couple of weeks ago. I could agree to not filling the second vacancy since our annual meeting will be next month. This is how we've rolled for the past 10 months. Clearly, in my opinion, we should have filled the first vacancy. But there are some that don't think the rules apply unless/until they want them to.

Yes, the resignations were accepted by the President. The resignations were submitted via email and replied to via email. I value the opinions. Coming to this forum for help and the experience of knowledgeable people who can provide suggestions and opinions is why I post my questions. As I've seen in many other posts, folks have questions about how to interpret their bylaws. I understand RONR don't supersede the bylaws in an organization, but in many cases the bylaws are ambiguous. So while I might have my own thoughts about how to interpret a passage, others may have a different opinion. Putting the question to the experienced people on this forum is a resource I appreciate. With all due respect, an answer that tells me "you tell us" is simply not helpful. If I could tell you, I wouldn't need to ask. If it was a bylaw in your organization, what would you do? If you don't want bylaw questions included in the discussions, maybe you should just say that. And if you did say that, and I missed it, I apologize. I thought the "correct" answer was 3 as well. But not knowing a lot about certain of Robert's Rules, I thought there might be a possibility that the answer was 4. So if the issue were to come up at our next board meeting, I'd like to have some backup to support the "3" against a possible argument of "4". I can't ask that you review our bylaws for other aspects, but I would be interested to hear your "not widely accepted opinion".

As I was reading that after posting, I wondered about that. Also, does that mean that something that might typically require a 2/3 vote to pass is now subject to a simple majority threshold? Is it something we should consider amending/deleting? (I hope that's not considered a hijack that requires a new thread.)

You would be interested in an unlearned person's interpretation of bylaws not relevant to you? Or, you didn't know the answer, either?

Our Bylaws read as follows for quorums: Meeting of the Board of Directors. Fifty-one percent (51 %) or more of the members of the Board of Directors shall constitute a quorum and, if a quorum is present, the decision of a majority of those present shall be the act of the Board of Directors. We started out with a 7-member board. Over the past 3 months, 2 directors resigned and were not replaced per our President's "suggestion". When we have our next board meeting how many directors will we need to satisfy the quorum requirement? Thanx.

I am not offering an answer to this issue since I'm not qualified. However, in our neck of the woods, we need 2/3 of the association to add/delete/alter a bylaw. I believe it then it has to be submitted to the State office to be recorded. Only after it has been recorded can the updated bylaw be in play. That doesn't sound like something that can be done at the same meeting. Is this common practice in other states?

OK, getting a bit confused now, which is easy for me. We can do this: At its discretion, the board of directors may meet in a meeting not open to unit owners provided the meeting is recorded and the recording is made available to unit owners for up to 30 days upon request. And we can do this: The board of directors and association committees may hold an executive session only during a regular or special meeting of the board or a committee. Our "regular" board meetings occur the third Thursday of each month except for the month we have our annual meeting. So I think we could identify one of those "regular" board meetings and make it a meeting not open to unit owners. (We would have to record it.) Whether in an open or closed meeting, we could enter into executive session and if any unit owners did happen to be in attendance, they would be asked to leave. Now if a matter came up that required dealing with it as an urgent (but not emergency) basis, could we call for a meeting of the board to handle that? Is that what you'd consider a "separate" closed meeting? It's all about keeping everyone happy, right? Our PITA friend is happiest when scouring the neighborhood for boogers to pick and then finding one. 🤢