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Albert

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  1. Thank you. At this time, I am a committee of one. I hold that the Clerk who was present has an obligation to present minutes. The meeting reset was not an option under our bylaws but rather a responsibility of the board of directors. The clerk is not an owner and not a party to the association but hired by the association as manager for a fee; his company is legally known as the managing entity. The half-quorum rule is an artifact of special meetings that the board calls with prescribed notice to owners by USPS. The owners overwrote an alternate meeting set and advertised by the board of directors. The Clerk has refrained from issuing minutes of either the called meeting or the resumed meeting. it is a court that can request/demand meeting minutes by discovery if such exist. The more important minutes are those of the resumed meeting and those too are absent. Your point is well taken that if conflict of interest overrides parliamentary procedure that could more properly be a legal issue. Thank you.
  2. I am in a HOA (timeshares) and the clerk did not record minutes of a seminal meeting. Here is the apparent account. At the hour appointed by the association board on 5 November 2022, the President called the meeting to order. He introduced a Consultant from Atlanta covering for the absent Association Compliance Officer. The Clerk was present but he didn’t take notes. (The Treasurer, was absent.) The president announced that an employee of the Clerk was taking notes. The consultant announced the meeting was inquorate as the thirty owners present—even complemented by written proxies—was less than the required total of 807., half of the owners. The President, seconded by the consultant, announced the meeting was inquorate but proposed that the owners in attendance approve a call to a special meeting after adjournment so that business could be conducted with a quorum of 404. Without objection, a vote was held and the resolution passed. The President adjourned the meeting. My minutes construct seems to be an accurate record. The notes taken for the clerk have vanished and the Clerk is silent. At the resumed meeting, ballots by the corporate owner were sufficient to enable a bargain purchase (6o percent discount) of all timeshares by the CEO of the company that owns about about 30 percent of the timeshaes. He would save about $5 million if the land court approves this meeting. The Clerk and President work for the CEO. The Consultant used to work for the CEO but this was an assignment for a fee. I believe the court should compel the minutes from the Clerk under oath.
  3. Our church is incorporated in a state that requires in-person meetings unless electronic means are established in our bylaws, which bylaws are silent on such and require we follow the latest edition of Roberts Rules secondarily. Due to pandemic edicts, the executive board suspended the annual meeting in April 2020 but has continued to meet as a board electronically. They closed the church. They lost authority to act for the corporation as well as to spend funds in as much as their terms ended in April. They used a clause in the bylaws to appoint themselves, however, to "fill a temporary vacancy" which was only prospective (in April) so as to continue indefinitely "until meeting restrictions were lifted" but restrictions persist. Legally we are required to hold an annual meeting. One thought is that members should request that the board convene a special meeting electronically under force majeure to establish by resolution a bylaw amendment that church business meetings, including executive board meetings, are authorized to convene electronically. (Alternatively, the board could authorize the clerk to circulate a provisional call to an electronic meeting.) Having resolved that authority by a 2/3 vote of record, the church members might have an electronic meeting to proceed with other motions, receive annual and semi-annual treasurer reports and board reports, and specifically elect officers to fill terms that end in April 2021. What is missing is a way to convene an electronic meeting of members to amend the bylaws.
  4. Our outgoing association board has determined to hold its required annual meeting virtually by a conference call. State emergency legislation has enabled a quorum to consist of whomever is present. The first order of business is a role call with usually about twenty four owners. We have two buildings and the bylaws indicate electing directors from both buildings. Having no history of virtual voting, a proposed plan is to elect a director from building one and then a director from building two and so on until we achieve at least four new directors. (We are limited to nine, but two special directors are continuing.) The bylaws allow the number actually elected to be set at the meeting (up to seven is permitted). Should the owners first move to elect a total of four new members either by a vote of ascent or roll call? ‘The bylaws also state (for in person meetings) that members are elected who receive the most votes. Would an election with a role call for two directors from building one work? (We would require a second vote for building two.) Alternatively we could hold nominations for building one directors and, with assent, could close nominations at two with assent and also separately accept the nominations by assent. We have no mechanism to hold-over outgoing directors with one-year terms but would seem to need a vote to re-elect. The concern is long roll call voting over virtual meeting media.
  5. Albert

    quorum

    Thank you for helping clarify my question. When a called meeting is inquorate, RORN states that no business is possible and the proper course of action is to adjourn (with a few exceptions.) I have read advice that the clerk shall record that adjournment action in the minutes to show that an annual meeting was held as prescribed on a conforming date with all notices if such a meeting was legally required. (Our assembly recites a call of the roll in the agenda and our clerk routinely records a brief attendance list of officers, directors, and guests, without the act of calling the roll.) Thus, our legally required meeting would be complete in a time of five minutes without reading the minutes of the prior meeting. If the meeting is adjourned, would officers and committees who have prepared written reports simply defer discussion of these until a subsequent meeting? RONR states that written reports are just subittined without the act of membership approval. Would such reports be submitted for filing and that action be part of the minutes of the adjourned meeting? My reference is to the typical treasurer's annual report and budget for the coming year. An attractive concept is to use a time period after meeting adjournment to take up discussion of submitted budgets and other business progress with the president, treasurer, and board members in attendance. Thus, members could ask questions for clarification and record answers.
  6. Albert

    quorum

    The minutes in question recite "questions were asked" and that is certainly short. I am unclear how the chair appropriately gives the floor to a member to ask a (trivia) question unrelated to a main motion of business. The issue is trying to salvage something from the effort to travel to another state to attend an owners meeting without a quorum, and efficiently using what can be conducted at such a meeting venue. How can members move the chair to alter the orders of the day that do not include Q&A unrelated to officers reports to an informal meeting after adjournment? As to "old business" that appears on our annual agenda, would this include tabled motions and deferred actions from the previous annual meeting? If a quorum is not present, does a tabled motion die? I seem to recall reading in the forum that extraneous informal business or even a scheduled guest speaker might be deferred to transpire after the close of the official business meeting. In our meeting (or any meeting) with no quorum present, could a member appropriately move to adjourn after stated "business" on the agenda is complete? After the reports of officers and committees, if any, we routinely have a topical area for new business. Noting no new main motions are allowed without a quorum, and the rationale that Q&A is not discussion for deliberation and debate of business, a meeting without a quorum might reasonably adjourn.. I believe written reports, such as the treasurer's documents, are submitted without a vote of acceptance, so that "business" should proceed. Can a privileged motion to adjourn be introduced with a brief explanation? In the case discussed , with no clerk to record Q&A, and unrelated questions not on the agenda, and with the Q&A report of record to be only that a member asked an extraneous question, it is unclear how the chair is to yield the floor to a member to ask a question except to clarify an officer's report or a committee's report. In this event, might an ad hoc committee conduct informal business and discussion after the adjournment of the called meeting?
  7. Albert

    quorum

    Related quorum issue. An unsatisfactory assembly without a quorum was recorded. Can a member raise the point of order after the presiding officer calls the meeting to question whether a quorum is present? Could the members ask the president for a sense of the meeting as to the agenda of the official assembly with no quorum? At a recent required annual meeting of my time-share association, an informal Q&A session was included before adjournment but only included superficially in artificial minutes. (“Owners asked questions.”) The Q&A was most significant because we already had the managers’ proposed budget and accounting. The clerk was absent so an employee of the manager took notes. The president was absent so that the treasurer presided while the manager, as an assistant of the treasurer, reported finances. It served as the only “report of officers” on the agenda. No business was conducted. The acting president did not determine and announce that no quorum was present. Three months later, the elected clerk signed the notes that summarized the managers’ remarks so as to attest that the association annual meeting had occurred. Are minutes to be taken of a meeting without a quorum?
  8. The acting clerk for the May annual meeting of our time-share association delayed making his minutes available until July. One thought is that the Clerk of an assembly has a duty to make available his draft account of a meeting proceedings in a timely way. Some states have adopted a rule that a community association shall make copies of minutes available by email on request of a member whenever minutes are kept. To be avoided is the interpretation that minutes of the annual meeting are not “kept” until recorded. My preference is for the assembly to a standing rule that states that the Clerk shall make his minutes available within seven days of the meeting, and avoid phases that means as soon as possible.
  9. My recent reading about home owners associations (time-share and condominiums) do generally allow by right owners to attend but not participate in board of directors meetings. And in Massachusetts, a law in 2017 requires the clerk of a HOA to make available on request emails of minutes kept of all board meetings. In a way it is an open meeting rule except for executive board meetings, where casual attendance is disallowed.
  10. A timeshare association has voted to set the total number of association board directors at three. The developer, who wrote the bylaws so as to control the non-profit incorporated association, has the ability to appoint to the association Board an outside superior director, the director's director (DD), with "2/3 the voting power of the board" for allowed business purposes. (These purposes may include replacing a treasurer or naming a new management contractor.) The association elects other directors (dd) for a year but a Board shall act to fill a vacancy until the next annual meeting (without superior voting power by DD). The term of a DD is unstated but developer can appoint him or remove him at any time or leave the position vacant if DD should resign, but where the board determines that a vacancy exist it shall fill the vacancy (until annual meeting). The documents state: a quorum for action (except filling a vacancy) by the Board as the presence of one-half of the voting power of the Board. "During any vacancy in the position of DD, that position shall nevertheless still be deemed to represent is appropriately retained percentage (here 67 percent) of the voting power of the Board for the purpose of determining the presence of a quorum of the Board." Does the word "presence" signify physical presence and preclude proxy voting or attending by telecommunication at board meeting? The meaning of the voting power could be that the DD has 5 votes and the other two directors have one vote each, giving the DD a vote of 5/7 on any decision and each dd one vote. Does this mean that unless the DD appears at any meeting no action is valid? Is a temporary absence adequate for the board of two to act to fill a vacancy and restore the board count to three? According to the documents, for filling a vacancy the DD position does not vote anyway to fill vacancies, and two members of three would constitute a quorum who shall fill any such a new board member until annual meeting. Would the developer be precluded from adding his DD until the next annual corporate meeting? .
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