Newbie

Newly elected directors take office once the annual meeting is adjourned. Then a quick meeting of the directors is held for them to vote in officers. That's how it's been done the last couple of years. But based on wording "until respective successors are elected", does that mean the outgoing directors are done at the point election results are announced? Seems like there should be a logical transition point or "passing of the baton" if you will. "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." "The Board of Directors shall annually elect all of the Officers of The Association as set forth in Section "III" of these Bylaws, such officers to be elected from among the members of the Board of Directors. The meeting for the election of officers shall be held at a meeting of the Board of Directors to be called immediately following the annual meeting of The Association of Owners."

Another excellent point. Glad I shop here "from time to time". How about this? The below homeowners hereby call for a Special Meeting of The Association for the purpose of determining the number of Directors effective as of the elections at the upcoming annual meeting.

Those are all excellent points which I will abide by. As a relatively new association, many don't care about parliamentary rules if they even know there is such a thing. I was trying to preemptively derail some possible points of contention once the meeting was actually called. We have some "know it alls" that try to disrupt by making unsupported statements that they view as gospel. Realistically, the purpose of this meeting is very simple - picking a number from 3 to 7. In theory, once all the "social yak-yak" has been dispensed with, it should take no more than 10 minutes. (Fingers crossed.)

"The presence at any meeting of The Association of twenty-five (25%) percent of Owners, in person or by written proxy, in response to notice of all Owners of record given in accordance with Section II., Subparagraph "A" or "B" of these Bylaws, shall constitute a quorum."

I think yes... Under the heading of "VOTING": The vote appertaining to any unit may be cast pursuant to a proxy or proxies duly executed by or on behalf of the unit owner, or, in cases where the unit owner is more than one person, by or on behalf of any such persons. The proxy or proxies shall list the name of the person who is to vote. No such proxy shall be revocable except by actual notice to the person presiding over the meeting, by the unit owner or by any such persons, that it be revoked. Any proxy shall be void if it is not dated or if it purports to be revocable without notice as aforesaid. The proxy of any person shall be void if not signed by a person having authority, at the time of the execution thereof, to execute deeds on behalf of that person. Any proxy shall terminate automatically upon the adjournment of the first meeting held on or after the date of that proxy. The board of directors of the unit owners' association shall devise procedures to assure that all proxies voted at any meeting are valid and were duly executed by association members having the right to vote.

Easy one first: "Each unit depicted on site plans and floor plans shall have one vote." RONR is specified as our parliamentary authority, however many in the community (and on the board) dismiss it as unnecessary. Thus we have the need to define a majority in writing. I believe we've done things in the past by plurality which was not correct. It may have served someone's need, but not proper protocol. We'll have to think about the ballot concept. Thanx for weighing in.

Does this Call pass muster? Are there any obvious points we may be missing?

Homeowners plan to call for a Special Meeting to determine the number of board members for next year. The current board president prefers to do this at the annual meeting. We likely will decide to go from 7 to 5 board members. The proponents of calling the Special Meeting would like the number of directors to be determined prior to the annual meeting so that candidates have time to declare their intent to run for the board prior to the annual meeting to avoid confusion. Here is the proposed Call. The top section comes from our Bylaws. Any suggestions are welcome. Call for Special Meeting of The Association BYLAWS I. BOARD OF DIRECTORS. “The number of Directors shall be determined by the Owners from time to time but only at annual meetings or special meetings of the Owners called for that purpose.” Meetings. B. Special Meetings. Special meeting of The Association may be called at any time for the purpose of considering matters which by the terms of the Declaration require the approval of all or some of the Owners or for any other reasonable purpose. Said meetings shall be called by written notice, signed by a majority of the Board of Directors, or by the Owners having one-fourth (1/4) of the total votes, and delivered not less than seven (7) days prior to the date fixed for said meeting. Said notices shall specify the date, time and place of the meeting, and the matters to be considered thereat. The below homeowners hereby call for a Special Meeting of The Association for the purpose of determining the number of Directors for Fiscal Year of 2020. The meeting will be held on Sunday, September X, 2019 at 1 PM in the driveway of Unit xxR. In the event of inclement weather, the meeting will be held inside the garage at Unit xxR. The majority vote to decide the number of Directors will be by ballot and undertaken by those present and voting with one vote per unit. “Majority” is defined as “more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions”. A quorum of 25% of the Association will be required to put the matter to a vote. Proxy voting will be allowed. (Signature page follows.)

Mr. Gerber, I understand your position that the title contains a grammatical (?) error. I read on this forum that in many cases the items brought up for discussion are legal matters, not parliamentary matters. Given that, do you think a court would consider this an egregious enough error that the concept of using RONR as the parliamentary process would be invalid? I'm having a difficult time convincing 5 other board members and a biased secretary that we should be using RONR. I'm wondering which would be the easier task - converting 5 non-believers or getting the NH Legislature to fix a grammatical error or typo. I don't know how often State Statutes get updated or the process by which that happens. But if you do and are willing to help I'll go along with it. I thank those that have provided some inputs that I will try out at our next meeting. Interesting aside from J.J.'s comments - our president made a tongue-in-cheek comment at a recent meeting that speed limit signs in NH were just guidelines. And people running stop signs isn't unique to Boston, I see it almost daily up here in NH.

Please elaborate. Are you picking a nit because the apostrophe is in the wrong spot?

Our State statute includes this passage: "III. Except as otherwise provided in the bylaws, meetings of the association shall be conducted in accordance with the most recent edition of Roberts' Rules of Order Newly Revised." Our bylaws do not reference any different wording such that RONR would not be our parliamentary process. Yet, we still have non-believers. I think this is simply an act of defiance to not acknowledge RONR. If people don't know the rules, they won't be obligated to abide by them. Our secretary, who is not a board member but a property management employee, contributes to this cluster by telling naive board members that RONR should simply be "used as a guideline". What tactful but stern statement(s) can I combat this attitude with?

Since my last reply to this post, we have had 2 board meetings. I had managed to get the "proposed special rules of order on the agenda the last 2 months. For the February meeting, the item was "tabled". Not the proper motion, I know, but the board's way of saying "not dealing with that now". The March meeting was held yesterday and there was actually some discussion on the rules. But the discussion was more about why we need them. And also a challenge that we don't need to use RONR. (We do, per our state statute.) No one on the board (5 of whom are now in their second year) have a copy of RONR or RONRIB. I did bring my books to the meeting so people could see them. I made this motion: I move that the Association purchase the book “Robert's Rules Of Order Newly Revised, In Brief” for all board members who wish to have it. I got a second; the Treasurer asked how much the book cost ($7.50); and the motion fell to the floor by a vote of 2-5. The person who seconded the motion actually went to a local bookstore and purchased it himself. I did pass out copies of the "gold sheet". Not sure if that will yield anything. After another motion to table, I suggested that we postpone discussion to a working meeting of 1 hour sometime next week. We'll see how that goes. Tough dealing with folks who don't want to acknowledge the rules because then they might actually have to abide by them.

What if the Secretary is not a board member? In our association, our Secretary is a property manager for our management company who was elected to serve as the Secretary. This person cannot make motions or vote on matters.

Do your bylaws include anything about board members being subject to background checks? Perhaps that's another avenue to pursue if they do. But it may not change the overall process you may need to go through.

Our Secretary has taken to modifying board member's motions or points of order. This is happening, best case, with the President's approval; or worst case, at the President's behest. Words are important. Does RONR view this practice as acceptable? While we may not expect our Secretary to transcribe things word for word, a few such items that have been brought up have been submitted in writing either before the meeting, or after the meeting via email when the member who made the point of order or motion sent it along. At that point, I would think it quite easy to copy/paste into the draft minutes. But the Secretary has taken to providing their own "spin" on the matter. Regardless the outcome of the matter, I view this as a transgression of the process and perhaps a violation of an individual's rights as a member of the board. Our board members are largely ignorant of RONR protocol and think what the Secretary is doing is fine as long as the "main point comes across". I realize that if a majority of our board thinks this way we can't expect otherwise. I'm hoping to provide some education to these folks although some are not interested in order to continue to promote their own self interests. Thanx for any guidance and suggestions.

Nor do I. It was the panacea we were waiting for. 🙄

Cuz it matches our attention span or memory capacity?

OK, I have the "reference" our board member is citing. She sent it out in anticipation of our meeting next Thursday. Here is the reference, although she only sent out the section that I highlighted. Board Meetings There is no language in the Condominium Act that requires a set period of time for Board meetings, such as twenty-one for Annual Meetings and seven for Special Meetings. Check your documents, usually in the Bylaws for how much time must be given for Board meetings. And, frequently Boards can now conduct business through email, Skype, teleconferences, etc. But to ensure the actions are valid and enforceable, it is best to affirm all of the actions at the next official Board meeting by having someone make a motion to accept all of the actions taken by the Board via email, Skype, etc. since the last meeting of the Board. Such a notation should then go in the minutes of the Board meeting. The reference comes from a NH lawyer's web site. He has several pages related to condo law, and touts himself as "a full-service condominium law firm". He has 3 separate sections that talk to our state statute with the intent of making it a bit clearer for lay persons unfamiliar with some of the language used. In general, I think he did a decent job. He often mentions to "check your documents/bylaws" for various subjects. And when he quotes directly from the statute, he provides the proper reference. While this may provide some information to the reader, I do not believe it can be used as a citation for our HOA to allow for email voting. With the 1 exception I noted previously regarding the approval of meeting minutes, nothing else in our state statute, declaration, or bylaws specifically allows for email voting. I think she believes that because it was written by a lawyer that we would be able to adopt it ourselves. I believe the only way we can do this is via a bylaw amendment.

Here is our president's reply on why he's editing minutes: "the January minutes are not "my" interpretation of the minutes, but are in fact a culmination of the boards inputs. These minutes have been agreed upon by the majority of the board and as such will be presented for motion to accept at the next board meeting . Once the motion and second are made, they will be open to discussion by any / all seated board members. Any additions, deletions or edits will be decided by the board." And this was my last reply to prez and secretary: "The one thing that the board does not get to decide is if a motion that was made is included or not included in the minutes. If a main motion is made, it must be included in the minutes. Since it was not included, it is out of order to request approval on those minutes. "So once again, I will ask the question that (president) and (secretary) continue to ignore: "Are you willfully refusing to enter my motion into the minutes?" While the "culmination" that he speaks of involves inputs by 2 other board members of a small matter as well as his own personal edits, a resolution that I made was not included. The resolution has been submitted to the board and secretary at least 3 times now. Seems it keeps getting "lost". Thus my question to them.

The information he's sending out is not in the form of individual suggestions to passages or paragraphs. He's made changes to a PDF document. So he's either doing this on his own or the secretary is complicit in helping him do it. I don't know if he has edit rights to the documents which are kept by a management firm that we employ. Our secretary serves as a property manager of that firm and obviously as our secretary.

That's a good suggestion. I did go back and see if there were any provisional statements that could link to the statement about approving minutes by email. I could not find any. Our Declaration and Bylaws appear to be silent on the email subject.

Yes, we are all free to offer our inputs to the secretary. It's more an issue of the president (on his own) deciding which inputs to accept and which to ignore. I wouldn't want to curtail board members rights to suggest additions/deletions/edits to the draft copy. The Prez then makes edits to the draft minutes, asks for approval, then sends out a note like this: "M, would you be so kind as to prep the enclosed January minutes for next Thursday's meeting? Any questions, please give me a shout. " At this point, I don't know if Mr. Prez believes these minutes are final approved version or are still draft minutes. I know my inputs are not all included.

Earlier in this thread, I noted this passage in our state statute: VI. The board of directors may approve the minutes through the use of electronic means such as email, video conferencing, fax machine, or PDF files transmitted over the Internet. Technically, then, this would be a legal process for the approval of minutes. While still a cluster, because of several iterations of the same document, I will have to yield on this point.

I think this is a very valid point. I will try to work on that.

That is understood. The member declined/ignored my request to share the "magic solution". Guess I'll find out next Thursday at our next board meeting. And our president has now taken to editing our draft minutes and sending them out to the board for "approval". I have a few problems with this. First, I think it's an underhanded way of getting board members to vote via email. Second, inputs from others are not included which basically is a form of censoring. Third, why is the president sticking his thumb into the secretary's duties? (OK, I admit I have my theories about the third point, and it's more rhetorical in nature.) But, is there a legal way to keep meddling-prez out of the minutes-editing activity? Our issues with this board of 7 is that for anything that might require a 2/3 vote, we won't have the numbers. Prez has 2 puppets in his pocket. I am understanding the frustrations I've seen in other threads about rogue presidents or a lack of empathy on the board, or apathy of the board. I suspect like many other boards, we need members to grow a spine and not put up with some of these transgressions.