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. 🤢

I couldn't find restrictions other than what might be considered in executive session. Below is more from that section. Section 356-B:37-b 356-B:37-b Meetings by Telephonic, Video, or Other Conferencing Process. – When the declaration or bylaws provides, the association, committees thereof, and the board of directors may meet by telephonic, video, or other conferencing process, provided that the requirements of RSA 356-B:37-c are also met. Source. 2016, 311:2, eff. Aug. 1, 2016. Section 356-B:37-c 356-B:37-c Meetings of the Board of Directors and Committees of the Association. – The following requirements apply to meetings of the board of directors and committees of the association authorized to act for the association: I. For purposes of this section, a gathering of board members at which the board members do not conduct association business is not a meeting of the board of directors. The board of directors and its members may not use incidental or social gatherings of board members or any other method to evade the open meeting requirements of this section. II. Not less than once each quarter, and at such additional times as may be specified in the condominium bylaws, the board of directors shall, subject to the provisions of RSA 356-B:37-d, hold an open regular meeting during which unit owners shall be afforded a reasonable opportunity to comment on any matter affecting the association. 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. III. Unless the meeting is included in a schedule given to the unit owners or the meeting is called to deal with an emergency, the secretary or other officer specified in the bylaws shall give notice of each meeting of the board of directors to each board member and to the unit owners. The notice shall be given at least 10 days before the meeting and shall state the time, date, place, and agenda of the meeting. IV. If any materials are distributed to the board of directors before the meeting, the board of directors at the same time shall make copies of those materials reasonably available to unit owners, except that the board of directors need not make available copies of unapproved minutes or matters that are to be considered in executive session. V. In the case of self-managed community associations, meetings of the board of directors or committees expressly for purposes of implementation of decisions made in open meetings shall be exempt from the requirements of RSA 356-B:37, 356-B:37-a, and this section. Source. 2016, 311:2, eff. Aug. 1, 2016. Section 356-B:37-d 356-B:37-d Executive Session. – 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. No final vote or action may be taken during an executive session. An executive session may be held only to: I. Consult with the association's attorney. II. Discuss existing or potential litigation or mediation, arbitration, or administrative proceedings. III. Discuss labor or personnel matters. IV. Discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the association at a disadvantage or prevent public knowledge of the matter to be discussed if the board of directors or a committee determines that public knowledge would violate the privacy of any person. Source. 2016, 311:2, eff. Aug. 1, 2016.

I know this is an old post and hope I haven't violated some statute of limitations rule... Our (NH) state statute contains the below statement. This was effective in 2016. Our bylaws don't have this language as they were written somewhere around 2007. "II. Not less than once each quarter, and at such additional times as may be specified in the condominium bylaws, the board of directors shall, subject to the provisions of RSA 356-B:37-d, hold an open regular meeting during which unit owners shall be afforded a reasonable opportunity to comment on any matter affecting the association. 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." We also have a PITA resident that often attends and occasionally offers opinions without having been recognized. I plan on investigating how we might opt to have some BOD meetings that are not open to unit owners and see if we may simply be able to post the recorded session on a Property Management portal or some such. Our meetings run much smoother when the PITA does not attend. So the wording above is a bit odd since we consider ALL our BOD meetings as "open regular meetings". The requirement is that we have one of these quarterly, which we're apparently satisfying many times over. But to have a meeting not open to unit owners would require advance notice to the community, correct? This to avoid folks showing up and being told they couldn't attend.

Let's see if I can explain how it unfolded. Immediately after the call to order, and even before we appointed our secretary pro temp, the dissenter was allowed to speak by the Prez. She went into her argument that the meeting was not valid because the Call of the Special Meeting was not mailed, but handed out to individual home owners. Below is the reference she was citing which comes from our Declaration that was written in 2007. 19.1 All notices hereunder, and under the Bylaws and The Act, to The Association and The Board shall be sent by United States certified mail to The Board at Blankity ESTATES CONDOMINIUM ASSOCIATION, c/o Blankity Estates, LLC, P.O. Box xxxx, Blank, New Hampshire xxxxx, or to such other address as The Board may designate, from time to time, by notice in writing to all Owners. All such notices to Owners shall be sent to the address of the Owners at their respective Units and to such other addresses as any of them may have designated to The Board. All notices shall be deemed to have been given when mailed, except notices of change of address which shall be deemed to have been given when received, and except as otherwise provided herein. Note there is reference to Bylaws and "The Act" which is our state statute. That reads as follows: Section 356-B:37-a 356-B:37-a Notice to Unit Owners. – An association shall deliver any notice required to be given by the association under this chapter to any mailing or electronic mail address a unit owner designates. If the unit owner does not designate an address, the association shall deliver notices by hand delivery, United States mail postage paid, or commercially reasonable delivery service to the mailing address of each unit. Source. 2016, 311:2, eff. Aug. 1, 2016. Our position is that notices to Owners aren't required to be mailed, but if they are mailed, the postmark would determine if they were sent out in a timely manner, i.e. satisfying the number of days notice required. Also, that the updated statute (2016) would further allow for delivery directly to an owner's door (like Amazon Prime deliveries). I deem the notice to have been given when it went from my hand to a unit owner's hand. Does it need to be more complicated than that? So she never raised a point of order but rather just went into her diatribe. I raised a point of order, but our Prez did nothing and probably doesn't know what he should do when someone does raise a point of order. In any case we had a solid quorum - 23 of 26 unit owners represented (2 by proxy, which we allow) including the dissenter. We did the ballot vote and had a unanimous 22 votes to go to 5 directors effective at our next annual meeting. Given that our old Declaration references "The Act", could we infer that the statute would take precedence as it is much more recent in publication? We'd never be able to change everything in the Declaration that might have been updated as the statute evolved. We satisfied the requirements for the call at 2 levels: a (strong) majority of the board which was 5 out of 6 board members (Prez was the one not participating) and 25% of the association. We met the time requirement of 7 days in advance of the meeting by delivering 24 with 10 days notice and 2 with 7 days notice. Now, since the meeting has actually been held and a decision made on the number of directors, how would a "continuing breach" occur? And given that 5 out of 6 board members favored having the meeting to begin with, what would be her expectation? Can our board simply shut this down? Thanx again for any/all guidance. It's been very helpful. Difficult to explain to others who know even less than I do, but hopefully it's a learning experience for all of us.

Well we had our special meeting this evening. Our Prez did try to interject that he wasn't in favor of the meeting. He did allow a dissenter to argue that our meeting was invalid. I tried to make a point of order that we were not here to discuss whether we had a valid or invalid meeting. Basically ignored. Once we got around to the business at hand, we had 23 of 26 units represented. Our tellers passed out ballots. Our dissenter declined to accept a ballot. I'll assume we still count the dissenter as part of the residents that allowed us to have a quorum. Our Prez wanted everyone to record their unit numbers on the ballots that were handed out. Another point of order saying that then the ballots wouldn't be considered secret. We got around that speed bump by calling out Unit by Unit and the tellers collected the ballots from each person representing a unit as called. The tellers tabulated the results which ended up as a unanimous 22 votes for having 5 directors. The Prez announced the results. The dissenter threatened to challenge the validity of the meeting. I'm not sure how she plans to do that. Some people asked why she was making a mountain out of a molehill. At least we are now clear on how many positions we will need to fill at our next annual meeting in October. And people can decide to run for one of the two open positions.

I spoke to our Prez today and asked if he'd be attending/chairing the meeting. His reply was "probably". At one point he suggested that perhaps we wouldn't even take a vote based on a motion that "someone" might make. Now I'd raise a point of order saying that motion was out of order and contrary to the purpose of having the special meeting in the first place. But because of our association's lack of understanding about parliamentary protocol, some might actually find it as a legitimate motion. Because, after all, he's the PREZ. I hope it doesn't come to that. We've had enough obstructionism and divisiveness over the past year.

Atul, I agree completely. Unfortunately, we're not in a position to pay someone for their services at this time. And with our current make up, it wouldn't fly with those presently on the board. A few months ago, I motioned that the board should buy copies of RONR In Brief for board members. That would have been a cost of under $50. The motion failed 5-2. Current board members don't know about RONR and they're not interested in learning about RONR. If we go from 7 to 5 board members, we'll be voting for 2 open spots. Hopefully, the incoming folks will be more receptive to meeting protocols. Actually, I know they will be. We just have to do our best to get them elected and turn over the obstructionist attitude that currently exists.

Well, that's why I ask some of these questions on the forum. Thank you for taking the time to respond. We are a relatively new HOA and this will actually be our first ever called Special Meeting. So while I'm trying to drive the meeting (although I'm not the Prez), I'm clearly still on my learner's permit. And since our Prez actually doesn't support the Special Meeting, we're trying to make sure he doesn't mess it up (intentionally or otherwise). Thus perhaps an extra level of caution/agita.

Thank you, Josh, for your time putting that response together. Clearly, I have a long way to go before I'm no longer "Newbie"! From your description above, I think going the ballot route would actually be easier. None of our folks are anywhere near parliamentarian basic knowledge and I'm not sure I could explain why we'd be doing all the things we're supposed to be doing. I recall reading something about "blank" in either the RONR In Brief or the "for dummies" book. Now I have a better understanding of what it means. Another thing I recall about ballot votes would be something about "tellers" if that's the right term. If we go that route, I believe we'll have to ensure ballots go to those with the right to vote, then be collected, counted, and reported. Can we identify the tellers in advance?

Our Special Meeting has been called, with pushback from a couple of folks. We'll consider that noise level at this point. Below is our proposed agenda which I was planning on handing out to folks upon their arrival. Burgundy text are comments or questions that I'd like to run by the Forum. I also included a draft of the meeting minutes to see if we have proper format and content. Thanx for any/all inputs. · Call to order. · Motion to request someone to serve as secretary for the meeting, record the proceedings, and publish the minutes. (Note: Our Property Manger typically serves in the Secretary role, but we don’t wish to invite her.) · Motion to adopt the agenda. (Hopefully this serves to keep our President, should he attend, from trying to somehow derail these proceedings. He is not in favor of the special meeting, but we have 5 board members, which represents a majority, who are.) · Motion to confirm the number of residents present and voting to include any proxy votes. Announce the count and establish the majority criteria. (We likely will have spouses in attendance. Our bylaws stipulate 1 vote per unit.) · Motion to propose the vote be taken as a counted show of hands. (I learned this on this site/string. Hopefully this works, but if need be, I will have printed ballots should we need to go that route.) · Motion to decide the number of directors (between 3 and 7) to be effective as of the elections at the upcoming annual meeting. o Those in favor of having 3 Directors raise your hand. o Those in favor of having 4 Directors raise your hand. o Those in favor of having 5 Directors raise your hand. o Those in favor of having 6 Directors raise your hand. o Those in favor of having 7 Directors raise your hand. · The vote for “X” directors has a majority. · Motion to adjourn. The Special Meeting of the Association of XYZ was held on Wednesday, September 4, 2019, at Unit 16R. Present: List of all in attendance. (Do officers retain their titles in a special meeting, or are they relegated to simply resident status? Is President supposed to chair the meeting? We list everyone that attended, correct? Not just the spouse that actually voted?) X called the meeting to order at 6:30 PM. X motioned to request a person to serve as Secretary for the meeting. X was nominated/volunteered. All in favor. X motioned to adopt the agenda. All in favor. X motioned to confirm the number of residents present and voting to include any proxy votes. The number of those present and voting was E.G. 17. That results in a majority criteria of E.G. 9. X motioned that the vote be taken by a counted show of hands. All in favor. X motioned to decide the number of directors (between 3 and 7) to be effective as of the elections at the upcoming annual meeting. The counts were as follows: · 3 directors: x votes · 4 directors: x votes · 5 directors: x votes · 6 directors: x votes · 7 directors: x votes The majority results in E.G. 5 directors to be effective as of the elections at the upcoming annual meeting. X motioned to adjourn. Note: The minutes of the special meeting are approved at the next regular meeting. Not that this should be included in the minutes, but just as a reminder for us.

I don't think the Bylaws use that exact language. Rather, the statement is: "The members of the Board of Directors shall serve until respective successors are elected, or until their death, resignation or removal; provided that if any member ceases to be a Unit Owner, his membership on the Board of Directors shall thereupon terminate." So while new Directors may be elected and announced during the annual meeting, the meeting has continued until adjourned and then the Directors meet to elect officers. There is no wording that says Directors will have to wait days/weeks/months to assume their duties.