anon

If the governing documents are original to the condominium construction project, and not adopted by a motion at a meeting of the owners, would it still be considered a motion to amend something previously adopted? In other words, are purchase contracts to be treated as membership adoption of governing documents? Totally agree with your pragmatism Dr. Kapur; I am working on a grass roots effort to persuade a group of new members to elect myself and some others to the board in addition to voting down the current board's proposal to amend our governing documents. This path holds the most promise. If I'm not mistaken, the motion to postpone indefinitely would provide an additional opportunity to debate the issue. Would you use it for the purpose of extending your time in debate or do you prefer to avoid the risk of pushing the members patience too far as others have suggested? Thank you for the encouragement! DON'T BOTHER READING THIS IF YOU'RE EASILY BORED (but read on if you're intrigued by drama). My main premise of postponement would be the current board does not represent the owners best interests. I say this despite the fact that this board has obtained an attorney to help them accomplish their ends. Two of five board positions were not filled at last year's elections. A contentious divide soon developed between our members and the board, the president resigned, and the board appointed two interim directors, for a board of four. It appeared that the board had been overtaken by a faction of owners who wanted to avoid an inevitable need for special assessment prompted by a professional building consultant's opinion that our building will continue to be damaged until the siding is replaced. Then an interim director sold, followed by another interim director appointment. Soon after this an elected director sold, leaving one elected director and two interim directors. One third of the owners have since sold for a variety of known and unknown reasons, most certainly including the association's financial condition. The president is an interim director and with a sale pending may soon be a non-member as well. This board is now taking aim at an amendment that will transfer power from the owners to the board by removing a board obligation to repair damage to common property. I can scarcely say this is the board's intention as they released their attorney's opinion which focused on a "possible" conflict between statute and declaration related to the worst case scenario for substantial damage resulting in an owner vote to terminate the association (said conflict being the percentage vote required for this). That isn't even at issue right now, but I suppose it could be a future prospect if the siding isn't replaced before too long. What is at issue is deferred non-substantial damage that must be repaired unless there is unanimous owner consent NOT to repair the damage. Casualty insurance is not a prerequisite for compliance with the provision but the board's attorney recommends making it so, thus eliminating board accountability for prompt repair to the majority of situations resulting in damage. The current board plans to submit their amendment at this year's annual meeting (before the first quarter of the calendar year is out) when all five board positions will be up for re-election. A new board will be in place on the first month after the annual meeting. That is why I don't think it's appropriate to consider the proposed amendment at this time.

I have identified the following possible strategy for opposing an anticipated motion to amend our condominium declarations and bylaws: 1. Object to considering the question. Failing this, 2. motion to postpone indefinitely the motion to amend the condominium's governing documents. Failing this, 3. commit or refer to the board for reconsideration and recommendation at the next annual owner's meeting or a special meeting of the owners if the board desires. Failing this, 4. postpone definitely to the next annual owner's meeting. Failing this, and having to admit a defeated effort to kill the amendment, 5. consider by paragraph (so that amendments to the lengthy amendment may be motioned). Is this strategy unethical, overbearing, or out of order? Is the order of preference correct for motions intended to keep the amendment from passing, and failing that pursuing an organized debate aimed at minimizing the harmful effects of the proposed amendment?

Well, you have all been most gracious to entertain the discussion and I certainly appreciate the deep dive to better my understanding of the situation. As a practical matter I see no good reason to protest the outcome of automatic budget approval at our owner meeting. I had no beef with approving the budget to begin with; I just want to know how to follow proper procedure if that is possible without causing an unnecessary stink about it, to ensure the outcome can be defended should a member protest. In our case, I have no doubt if there had been a motion the budget would have been approved no matter how the motion was phrased. If I have a say in it in the future I will use or encourage use of a "motion to have the owners ratify the Board's adopted budget for calendar year ####." To ensure an accurate count of the percentage voting interest, I will use or encourage use of a roll call method, unless the assembly prefers ballot per a secondary motion. Thanks to the forum discussion I believe I can clearly explain the results (i.e., the motion passes and the budget is ratified unless > 50% of the entire association votes are given in the negative, in which case the motion fails and the budget is rejected). This seems like the most direct and easily understood approach that does not conflict with state law or our bylaws.

Though nothing prohibits separate ballots from being taken for each open position until all positions are filled, I like the single ballot approach for its efficiency. Even simpler, use a blank piece of paper and give instructions to the members for voting. In other words, tell the voting members the maximum number of names for write-in, who is eligible for write-in, what constitutes an invalid or illegally completed ballot that won't be counted, and finally, the unit number for the member's interest being voted (and/or signature if your governing documents require a signature).

I agree with the above conclusion. In thinking about MR. Atul Kapur's four possible outcomes, and in consideration results at my association's special meeting for budget ratification, I think there may be a problem with lack of a motion to ratify the budget. You can't assess voting outcomes without a motion of some kind. As you have indicated, the state says a meeting must be held to ratify the budget and this is synonymous with a requirement for a motion to be made to vote on budget ratification. The chair simply asked if there was a motion to reject the budget, and there was none. It would be incorrect to conclude the budget is therefore automatically ratified based solely on the state's position that failure of a majority of the entire association to reject the budget automatically results in passage of the budget whether or not a quorum exists. No motion. No vote. No budget ratification. Am I understanding you correctly?

In the absence of a quorum the Board's proposed budget would be approved unless a majority vote of the entire association rejects the budget. I believe this is saying the same thing stated in the above quote. In my case, per our Bylaws, a quorum is 60% of the voting interest of the entire association and a majority vote is 51% of the voting interest present. However, the state requires a majority (more than 50%) of the entire association's voting interest to reject the budget. A special meeting was called to order and our chair asks if anyone wants to make a motion to reject the budget. No one did. Meeting over. Budget automatically ratified per state law. At least that's what should have happened. In my case the chair failed to conduct a roll call as required by the orders of the day in our Bylaws. I called for the orders of the day to get results for verify presence of a quorum. The chair dismissed my request on the grounds that the chair was in charge of the meeting agenda. I objected and made a general statement that the Bylaws allow for a motion to be made to authorize changes to the orders of the day, but that a quorum would be needed to allow this business transaction, the chair said I could leave if I didn't like it. Due to my own ignorance on RORN requirements (working on fixing that now), I failed to press for an appeal and a second from someone for a vote to overrule the chair. It turned out to be all for not, as we only had 59% of the voting interest present (no quorum after all). You all have all raised some very interesting questions. My sincere thanks and apologies if it seems I have been immune to being told the right way to do things as suggested by one forum poster. I would appreciate it if anyone can point me to the citation where RORN says every motion must be phrased in the affirmative form. I will continue to search for evidence of this myself since some important stuff in our Declaration and now our state law is posited in the negative form (e.g., ... unless there is unanimous consent NOT to ...). I did see where one forum poster agrees in the absence of a quorum no business should be conducted with the exception of the statutory requirement to call for the meeting and see if someone makes the proper motion with regard to the Board's proposed budget. So, a budget presentation would not be in order if there is no quorum. I can also see how, as someone has suggested, people can get together afterwards to go over anything they want to on their own time - it's just not part of an official association meeting.

I would assume too much advance notice is a recipe for disaster if delaying the meeting actions would cause a hardship on the members. In other words, the concern would be for business becoming stale.

Assuming you want to promote a specific action, you should make the motion and then request suspension of the rules of debate to allow you to use a power point presentation and make another motion to extend your time limit if needed. That way the members can vote on whether they want to listen to the PPT presentation as it is directly related to an argument for the motion. The presentation should not be introduced separate from the motion for action since this could be viewed as an attempt to get around the rules of debate. However, having said that, if the PPT only seeks to educate the members without instigating a specific action, you should make a motion to allow time for your educational presentation to the members . This permission should be sought via the chair for insertion into the agenda so that it can be scheduled like a program before the start of normal business or at the end of normal business as the chair prefers. Educational presentations may plant seeds for others to make motions during the meeting but you should not use it to promote your own idea for action. In this way members can motion for action based on their preference from among multiple options and not a single choice for action. That allows for creativity, including the option to do nothing.

But as stated, the second sentence of the statute says, " Unless at that meeting the unit owners of units to which a majority of the votes in the association are allocated or any larger percentage specified in the declaration reject the budget, the budget and the assessments against the units included in the budget are ratified, whether or not a quorum is present." To me this says a majority of votes is required to reject the budget. This avoids stagnation in the event that there are not enough voting members attending condominium meetings (a rather common problem for condominiums). So the statute frames the question in a way that ensures a lack of votes will result in ratification of the board's adopted budget resolution, rather than reverting to the last ratified budget which could harm the association due to insolvency or failure to meet other critical financial needs. Thus the statute says ratification is automatic when a quorum is lacking. Otherwise, the statute would be expecting a motion for budget ratification to be adopted by a majority vote of the entire association in the absence of a quorum (i.e., a majority). That is not logical. It doesn't work that way. My questions are geared toward what business can be conducted when a quorum is not present. The state mandated a situation wherein the business of budget ratification can be conducted without a meeting quorum. Some forum members have suggested the managing agent or a board member can make a budget presentation. To me, this is business and cannot be conducted without a quorum. It also wreaks of partiality, giving an unfair advantage to the board with regard to any debate that may be conducted as part of the state sanctioned business related to administering the motion. The chair, and the chair's representatives, should be given no more time to address the budget for ratification than any other association member. Same comment with regard to allowing owner comments unconnected to the debate associated with the motion. The chair should not be allowed to entertain anything but the roll call (required by the declaration; orders of the day), proof of meeting notice (required by the declaration), motion to reject the budget (if any; statutory requirement), and adjournment (required by the declaration). On what grounds do you support doing otherwise?

Being fairly new to the rigors of RONR parliamentary requirements, I was wondering if any of you more studied in parliamentary law and procedure could entertain a discussion on the differences. Can you actually draw a line between them or are there grey areas? It seems like much of what gets discussed on this forum is a mix between the two. Does the expertise of a parliamentarian extend into an understanding of the law?

Sorry for the confusion Zev. I posted another thread "Absent a Quorum." That is where a negative vote scenario was discussed.

Could you please clarify what is meant by "related parliamentary action" in this case? Do you mean until a main motion to waive the annual audit fails? Or something else?

My reading of RONR indicates meeting minutes must contain motions for requests to suspend the rules or grant a request to be excused from duty, and generally only alluding to the adoption of such secondary motions. Since there is a rule against the chair participating in debate, would the act of relinquishing the chair be considered a suspension of the rules or a request to be excused from duty? If the chair must leave the room, would that act be a request to be excused from duty? This is the only guidance I found that speaks to your question.

I appreciate your vigorous participation in this discussion. Thank you!

Thank you for your kind indulgence in my pondering. You raise an issue I had not thought of. I'd be happy to post it in a new thread if that would be better for everyone's consideration. You said the membership may not have authority to order the board to take a specified action. It was always my understanding that the board serves at the pleasure of the condominium owners. If the Declarations do not specifically state actions the owners may direct the board to take does that necessarily mean the board can ignore them with immunity? I have seen where the Declarations say what the board can and cannot do, and what owners can and cannot do, but nothing with regard to what the owners can and cannot order the board to do as long as it is not a prohibited action for either to do.

In this case I would be voting YES to waive the audit requirement, but I am concerned with the hiring procedure in the event that a majority decides to vote NO. How would the substitute motion be worded? I'll try here to facilitate ideas for improvement and learning. "I motion to substitute the following motion to waive the annual financial audit as allowed by RCW 64.34.372(1): waive annual financial audit as allowed by RCW 64.34.372(1) or order the Board of Directors to obtain quotes from at least two registered Certified Public Accountants (CPAs), make a selection for contract award, and manage the contract directly with the selected CPA without involvement from the property manager in order to ensure the auditor's independence." You can probably tell I don't have much experience writing motions. The above seems awkward to me. Another poster on this forum suggested I make a new motion after, but only in the event that the motion to waive the audit is unsuccessful. The timing of such a motion would presumably be during the new business portion of the agenda. That would read as follows: "I move to order the Board of Directors to obtain quotes from at least two registered Certified Public Accountants (CPAs), make a selection for contract award, and manage the contract directly with the selected CPA without involvement from the property manager in order to ensure the auditor's independence."

As you said, the state is concerned about passive condominium owners preventing board action and hindering proper management of the condominium. Absentees in sufficient numbers so as to prevent a majority present and casting in favor of a budget are the norm for many condominiums. Before the state imposed this requirement many boards had sole authority for budget approval. So in effect, the state is saying if you care so much about rejecting the board's budget you must plan on attending a meeting with sufficiently like-minded members to do so. Reject the rejection by saying No, or abstain (better yet, don't bother to be present) in sufficient numbers so as to form a majority against rejection. I agree it may cause confusion and I have seen plenty of legal challenges over the way state ballots are written with regard to votes in the affirmative.

I would look for more information before attempting to vote on this. It is possible that the constitution and bylaws address each other in ways I have not anticipated. Does the constitution address one type of meeting while the bylaws address another? What does the constitution say about notices in general? "All notices given under the provisions of this Constitution or the Bylaws or rules or regulations shall..." Similarly, what do the bylaws say in context? Is there a different section for different types of meetings? Are we talking apple to apples? In other words, can the intent of your documents be discerned sufficiently enough for a reasonable person exercising standard care to make a decision for proper action. The purpose of a meeting notice is normally to provide a reasonable amount of time for members to attend the meeting. The constitution may contain provisions for resolving conflicts with the bylaws. The potential for meeting notice conflicts may exist between the constitution and state law as well. Some state laws specifically address how to handle certain conflicts between the state law and the declaration or bylaws. After all, it is conflict we are seeking to avoid in specifying rules for anything. If you say there is no conflict with the exception of the advance notice, and there is no instruction on which document shall prevail in the event of a conflict, then I have to agree with Mr. Katz, and argue in debate for compliance with the highest order document, which is the constitution in your example, and I would vote for this choice of action. I'm still trying to wrap me head around how the requirements could be interpreted to apply to both notice periods and call for two separate notices. This seems illogical to me in considering any intent not to inflict harm (inefficiency and confusion being considered a harm to me, but then, who am I in the order of things?). Would using the most generous advance notice avoid trouble with the members and any other interested parties?

Trained parliamentarian input is requested to help me prepare a properly worded motion that is contingent on the outcome of a motion to waive our condominium's annual financial audit. The draft motion is provided in quotes below. "If the motion to waive the annual audit is not adopted, I move to order the Board of Directors to obtain quotes from at least two registered Certified Public Accountants (CPAs), make a selection for contract award, and manage the contract directly with the selected CPA without involvement from the property manager in order to ensure the auditor's independence." To be in order, must this motion be made before or after debate on the main motion and in any case before the vote on the main motion?

Sounds like there may be a difference of opinion on this forum regarding how to interpret the bylaws. Is the primary focus on the words "at least" 51% of the voting interest present? In other words, if RONR requires a two-thirds vote as a percentage of votes cast then this would apply as long as it exceeds 51% of the voting interest present? What a mess...

"Absent a Quorum Gary Novosielski replied to anon's topic in General Discussion You would not use a motion to reject the budget. The proper motion is one to approve the budget. Then, according to the state regulation you quoted, a majority of No votes would be required to reject the budget. The only actual difference between this an any other main motion is that a tie vote would pass the motion." What is your basis for forming a motion statement with the affirmative vice negative vernacular? Since the state requires 51% of the entire association to reject the budget, a motion for budget approval vice rejection would not allow for a proper determination. For example, 31% voting interest present votes for approval of the budget and 42% voting interest present votes against approval of the budget. You would conclude the budget is rejected based on the results, yet the state requirement for 51% rejection was not met and therefore the budget is approved. I'm intrigued by the focus on how a tie would be handled and I assume that is why you have forced the motion to be one that assumes the desired outcome as approval. However, again since the state requires 51% of the entire association's voting interest for rejection there would be no possibility of a tie and the budget would automatically be approved in the absence of the 51%.

My condominium bylaws, Section 2.7 Majority Vote, states "Except as otherwise provided by statute, by the Declaration, or by these Bylaws, passage of any matter submitted to vote at a meeting where a quorum is in attendance shall require the affirmative vote of at least fifty-one percent (51%) of the voting interest present." Bylaws Section 2.9 Parliamentary Authority, states "In the event of dispute, the parliamentary authority of meetings shall be the most current available edition of Robert's Rules of Order." When RONR requires a two-thirds vote for an incidental motion, such as limiting debate, is it safe to assume the count must be from votes present and cast (vice votes present)?

In 2019 Washington State enacted requirements for condominium associations to "...set a date for a meeting of the unit owners to consider ratification of the budget not less than fourteen nor more than fifty days after providing the budget. Unless at that meeting the unit owners of units to which a majority of the votes in the association are allocated or any larger percentage specified in the declaration reject the budget, the budget and the assessments against the units included in the budget are ratified, whether or not a quorum is present." My condominium bylaws invoke the current edition of RONR, identify two types of owner meetings (special and annual), and require roll call as the first order of the day at owner meetings. If notice of an owner's meeting is issued for the purpose of ratifying the budget, and there is no quorum in attendance at this meeting (as verified by the required roll call), is it proper for the managing agent or Board Treasurer to provide a budget presentation with comments, questions, and answers to follow? Or should the only business be roll call, budget ratification (i.e., motion to reject the budget, debate if the motion is seconded, any incidental motions, and a vote), and adjournment? Is there any way a budget presentation could be interpreted to be part of a program rather than association business even though the assembly will be considering budget ratification for action immediately following this presentation? Can the Chair impose time-limited round robin restrictions for the comment, question, and answer session that follows this presentation without a two-thirds vote for approval by the assembly?

Background: A condominium association had their 2019 annual meeting January 8, 2019 with a quorum present as required by their bylaws. During this meeting a motion was made to direct the board to submit a supplemental budget for owner ratification/rejection by April 8, 2019 to fund siding replacement and improve the association's financial condition. The motion was seconded, friendly debate ensued, and a vote was taken. The motion passed unanimously. The board has sole responsibility for preparing association budgets per the bylaws. Washington State condominium statutes and condominium covenants apply to budget preparation. RONR 11th ed. apply to conduct of association and board meetings per the bylaws. The board immediately appointed a finance committee to recommend a supplemental budget. The committee surveyed owners to determine their preference from several funding options using an estimated cost based on three bids obtained by the board. A committee report with a recommended supplemental budget was submitted to the board at the end of February. The board did not raise a motion for adoption nor did they respond to an individual owner complaint made via correspondence immediately after the deadline for board action had passed. The board then hired a professional building inspector and obtained a report in April 2019 that recommended immediate siding replacement to prevent continued damage due to water penetration. In August 2019 the board ordered an updated professional reserve study (a funding plan) that deferred siding replacement for 17 years and identified significant costs for immediate and on-going siding repairs. November 2019, the board submitted their 2020 budget proposal for ratification/rejection at a special meeting of the owners. The 2020 budget did not contain funds for siding replacement nor improve the association's financial condition. Nonetheless, the 2020 budget was ratified as there was no motion by any owner for rejection. Opinion: Condominium's are democratic organizations and the board must act on behalf of the owners and in their best interests. When polled, 41.42% of the association owners indicated they were willing to pay a special assessment for siding replacement, 45.15% did not want a special assessment, and a crucial 13.43% remained silent. An overwhelming majority were against taking a loan using association reserve funds as collateral. Since the poll in February, owner interest has changed hands creating additional uncertainty with regard to support for a special assessment (19.54% against and 4.95% for special assessment sold their units). The goal was to have the association vote on a special assessment for siding replacement, but the board must prepare a supplemental budget for this to happen. Rejecting the 2020 annual budget would not have achieved the goal and it would have made things worse by requiring default to the 2019 budget with 15% lower income. Things have deteriorated over time due to the association's poor financial condition and deferral of repairs. Question: What if anything should be done at the 2020 annual association meeting to address the board's failure to execute the motion owners adopted at their 2019 meeting? a. Run for election to the board and try to influence the adoption of a 2020 supplemental budget for owner ratification of a special assessment. b. Censor the board at the upcoming 2020 annual association meeting for failure to act on an owner adopted motion (assuming this motion won't be in order until after elections since the bylaws prescribe orders of the day, placing elections ahead of unfinished business). c. Both a and b above. d. Do nothing (accept the situation, avoid the added responsibilities of being on a board, and sell when you find a better home). Any other suggestions?

Caution is advised before rushing out to revise your bylaws to require a majority vote be based on votes "present" vice votes "present and cast." Consider whether or not there will be enough votes present to fill each position with a majority of the voting interest. Since abstentions cannot be prevented and there may not be many votes present based on potentially low quorum requirements and small organizations, you may end up with more unfilled positions than desired. In fact, there may be a remote possibility for none of the open positions to be filled. Provisions for a majority vote by those present, rather than present and cast, gives power to abstainers who may want to prevent certain candidates from being elected despite the fact that some positions may go unfilled. After elections, your organization may follow requirements for filling vacancies.