Quest

A board member is stating that none of the officers should be allowed to speak during a small debate. We currently use RR's for small boards means the discussions are more relaxed. But I do not know if either allow it. First...after a motion has been made? Second...during discussion before a consensus and motion are made? Thank you

LOL.....thanks I needed that

Thank you...That makes perfect sense...

Good morning, First, let me just say I am grateful for this site. Your experience has been immensely helpful. We are in the process of creating new Bylaws. A board director wants to add a clause about legally documenting the vote specifically our annual or special meeting votes for officers, bylaw or Article changes. In the past we had 'tellers' who count and verify the count...whether by ballot or hand raised count. Now as I understand from reading once the Chair states the motion carried or the ______ was adopted that the vote is now legally binding. I have no problem with requiring, say a notary, to sign the official count for record but to me that does not make it more legal. The objective of the member is to empower members months or even years later to challenge a decision made. (She does not trust the president that was chair at that time and disagrees with the vote/decision made. She believes members should be able to state that decision is null and void if such affirming documents such as the notary are not present. MY contention is that a board could actually neglect to properly take such action and disenfranchise the vote. Am I wrong that the VOTE stated at that meeting is legal and final and such additional burden creates an undo burden that could compromise the vote?

Thank you....I agree.

A Board of Directors, consisting of Nine (9) directors, the president, Vice-President and Secretary/Treasurer shall be elected as set out in paragraph 2 of Articles 1. Terms of the office of the President and Vice President shall be two (2) years. The terms of the office of Secretary/Treasurer shall be one (1) year. Terms of office of directors shall be as set prior to the election according to the vacancies on the board, terms shall be three (3) years, two (2) years and one (1) year and terms shall be stated on election ballots. In the event a vacancy occurs on the board prior to the annual meeting, the President shall appoint a member to fill the vacancy in concurrence with the majority of the remaining board members within forty five (45) days. No two members of one family may be serve as Officers or Directors.

Correct...we have stated reasons to remove a director...failure to remain current on assessments and 3 unexcused absences. * The business and affairs of the corporation and all corporate authority and powers shall be exercised by or under the authority of the Board of directors, subject to limitations imposed by law, The Articles of Incorporation or these Bylaws. * The President shall preside at all meetings of the members and of the Directors and shall have general charge of, and control over, the affairs of the association, subject to the Board of Directors. * * Any Board member absent from three (3) consecutive meetings shall be relieved of his/her office unless excused at each meeting from which he/she is absent. Excused absence determined as sick, working, death in immediate family, vacation or out of town. ** The definition of a member of the P.O.A. Inc. is a property owner who has all membership dues paid up-to-date.

OK....since our bylaws have no adopted cote of ethics there is room for interpretation. A board member's actions OUTSIDE a meeting can be evaluated from some standard code of ethics...the ones I found say nothing about personal matters such as DUI and seem to be clear that behavior deemed harmful to the community such as undermining the efforts of the board to follow governing documents, openly criticizing other board members, or having a personal agenda, violating privacy by disclosing executive session matters or the purpose and work of the board should be considered...(my interpretation). Secondly, the officers have no right to assign discipline. Any disciplinary action can only be taken if the board decides to hole a trial and that should be in the presence of those who elected the board member. Ours are elected by members at large, not officers. **So I think the president should respond to the accuser that he, the president, has no authority to discipline a director based on our own governing documents and that this board member should request a TRIAL.* Here is a question. Our directors are elected by members at large UNLESS we have a vacancy in the year, at which time the President with agreement of the board can appoint a replacement. This member was appointed and approved by roll call vote of the board. So the trial CAN, as I read it, take place within the board itself He can also make a motion that the board form a committee to establish a code of ethics with established stated accompanying disciplines. **

Our bylaws state a director is removed after 3 unexcused absences. It is silent on disciplinary action for any other reason. A Board member recommended discipline of another board member who recently got a DUI. What do Roberts Rules say about discipline where by laws are silent?

This site is immensely valuable! Thank you so much!

Thank you all for responding. Revisiting...Josh, just to be clear...we are talking about 2 different things....required to read out loud at a meeting AND required to read and corrected before approval. So I gather if the minutes have been distributed AND adequate time allowed for reading them has been allocated a member must REQUEST an out loud reading. I understand reading is required.....but gather reading out loud at each board meeting is NOT required...it is only accommodated upon request...is that correct?

I am a new secretary. Our HOA board has had a practice of distributing minutes as members enter meeting....allowing members time to read and offer corrections, then approve them. This has been done the past 5 years. Last night a new board member stated the minutes had to be read out loud according to RR's unless otherwise stated in bylaws. I have read the rules now and see options, like voting to waive it, on this but my question is this... WHY? In order to address this from a perspective other than' It's RR's'. What is the purpose, significance to reading them out loud? Thank you,

Thank you

Thank you

Roberts rules for dummies So...let's say our board is addressing a motion to change the pool to a salt pool. As secretary I can address that issue the same as all other board member in turn. And all debate has ended and the question presented by the chair...I can vote? Just to be clear, not addressing a vote affecting one's self...and what I was reading that confused me is a difference in the Board meeting and a full Member meeting addressing things like elections and bylaws...I know I could vote there but in our monthly general business meeting there seems to be a consensus of officers cannot vote...only the 9 directors Odd...our board has held the consensus without any specified RULE that that office cannot. So HOW does this affect the concept of a quorum? Our bylaws designate directors and 3 officers. I was under the understanding that our Quorum is 5...the majority of 9. Is it instead a majority of 12? Or does the quorum remain 5 and the officers don't count? I know this is an extension of my first question. IF I need to ask for clarification in a seperate thread just let me know.

I have read several things that have left me unclear. We are an HOA board of 9 directors, a President, VP and Sec./Treasurer. ALL are elected positions by the membership annually. I am pondering running for the upcoming vacancy of Secretary/Treasurer. Will I be sacrificing my right to debate and vote? I understand in our annual member meeting officers can vote in ballot. But I read two different things regarding voting rights of OFFICERS. Thank you

The president canceled the meeting finally acknowledging that without us there is no quorum. so I am mailing the letter and I was very careful Mr. Martin to avoid the wording you pointed out are inaccurate and implemented the statement that it is the President's responsibility to verify the information I presented and to inform the board so we can just move forward. I am sending the letter certified.

What I mean is the decision is his to accept these facts and take charge or block it.

Josh, based on my letter after rereading it. I did not ASK...I am attaching it here. Based on this I am still a little fuzzy on going forward due to expecting resistance from 2 of the remaining 3...I am still fuzzy on my next step when attending the meeting Monday. One point not added to the mix because I did not see it's relevance...the President has since OFFICIALLY resigned and the VP is the presiding president. Should I write him a letter stating the fact that I did withdraw my request to be relieved of duty before the next assembly therefore I a still a member citing RONR and Fact 18 along with a statement that the 3 remaining members are no longer a quorum so the decision is his? He is not familiar with Roberts Rules but has agreed we should apply them going forward.

Since that was presumed and not questioned by them it would likely not be in the minutes...just the action taken.

You have been so helpful

Since it is likely this event was recorded in the minutes should that be when the POO is raised? When the minutes are presented for approval?

Explain appeal

Ok...short synopsis of what I face...this is an extension of my previous question regarding resignation/quorum concerns. This blow up took place in January meeting because after consulting with an attorney a course of action was deemed not legally sustained by our current bylaws and even though the direction was supported by the POA members unanimous vote in 2015 the correct paper work was not presented and filed by our former attorney. Some members, who clearly wanted to exploit our weak moment argued that rather than allow the attorney to draw up corrected documents to remedy that, we should completely revise our bylaws...the blow up prevented an consensus or quorum vote. In the nest meeting that I did not attend a vote of a quorum is stated in the minutes as, "The second order of business discussed moving forward with ____________law frim on getting bylaws legal. ____recommendation was that we move ahead with this plan of action. The motion was made by ____ and seconded. The board voted with 100% carry of motion". The minutes do not contain any of the recommendations that preceded this. I was TOLD it was recommended each member bring in 2 suggestions for change to be discussed and sent to the attorney. Here is hiccup #2 At the NEXT meeting that was diminished to 3 that view themselves as a legal quorum (questionable based on state law) a COMMITTEE of 2 was formed to revise the bylaws. I am uncertain how to proceed. My OBJECTIVE is to challenge the formation of this committee with a motion to challenge the legality of the 3 party quorum claim. . The objective is to get them to rescind their previous decision voluntarily or force the issue back to the attorney. Should I enter a POINT of Order regarding their previous actions based on my belief they are in error ...they will intend to blast forward so my actions must be consistent with RR's of order. Or should I make the motion to suspend any action until an attorney rules and then within the DEBATE present the option of rescinding since we will have returned to what is without question a legal quorum of 5. My terms may not be accurate here as I am just learning the language.

Good point...I will see what I can find through my own research and it this matter persists after Monday's meeting with the 3 blocking withdrawals I will consult with an attorney. However the first statement seems clear to me..."A majority of the number of directors fixed by the Bylaws' Our bylaws fix that number at 9 IMHO