SPI

The organization is a "voluntary" Civic Association of homeowners. The politics would be due to years of alleged selective enforcement of covenants, improper recordkeeping, refusals to submit to records requests, and frivolous lawsuits filed by the Board on behalf of the Association without allowing Association input. Absolutely zero transparency. Some of the legal actions were against homeowners for covenant violations, but they were only being filed against individuals that would vote against the Board members or did not pay dues. The other legal actions were filed by myself to force the turnover of records. Even though the court ordered the records be turned over, that didn't happen until I was elected to the Recording Secretary position by the Association less than 30 days ago. This is exactly what I desire the outcome to be. I am not looking for revenge or to ruin anyone (though there may be a few in the Assembly that do), but rather have it on the record that the actions did take place and that such behavior is not appropriate. At least the motion allows the assembly to look at the evidence, discuss, and decide the proper course. I am just hoping we can get this taken care of and move towards healing the community after the past 5 years of this. I believe my motion would be to censure the 5 individuals for their actions as board members during [the dates of the meetings] as it relates to their strategy to manipulate the outcome of the vote by selectively targeting "opposition" homeowners instead of equally serving the community as a whole. *I have now found record of 6 meetings held during that month written by one of the individuals in question that "official" board actions too place, to include the board taking a vote to move forward with The Board's plan ... which they actually gave a code name to. I'm not making this stuff up... its literally documented in the minutes. Last question on this: Would the individuals have to be present or would we be required to send out a notice specifically to these individuals prior to motioning to censure their actions since we are not pursuing any disciplinary actions? They already get invitations to the monthly board meeting since it is open to all members (and all of them are members of the Association). I would like to express my thanks to you guys that help out so much on these forums. I appreciate the input you have provided that I simply could not afford on my meager teacher salary. The board had simply refused to hire a parliamentarian or even entertain the idea. Now that I have a vote on the board and a voice, its time to see about hiring a parliamentarian to assist us! The information they could provide (and what you have already) is invaluable. I know its not valuable but you have my appreciation!

Ok, so this incident occurred a year and a half ago, and after much arguing with their lawyers, I finally received the official minutes of an open session the Board had in a "Special" Board meeting a week before the Member meeting where Board elections would occur. In the minutes, the Board laid out "campaign" strategies to prevent "non-members" from attending, collection of dues only for individuals that would support them and not the opposition (thus making individuals that oppose them non-members), and to solicit favorable area captains to assist in "getting the word out" by "word of mouth only" to encourage "like minded" voters to come to the meeting to vote. They even went so far as to describe "like minded" in the minutes. They also distributed lists of the membership to their "team" of individuals of their "Board coalition" and of the opposition so they could target for campaigning. They then spent the remainder of the board meeting putting together "talking points" for them to go out with for their campaigns. The board also put together a "slate of candidates from the nominating committee" which comprised of people on their "team" and devised a plan to have volunteers or their spouses pass out flyers outside of the meeting to share who the "Board's Slate of Candidates" is. Correct me if I'm wrong, but should a Board be conducting official campaign business during a Board meeting, using their access to information and then distributing these lists? Isn't this an ethical issue? I just seems so wrong. I am not looking to take any legal action. What I want to know is what can be done about this in accordance with RONR? Would this be a situation to censure? Would the Board do it, or should this matter be taken to the entire Association? Only one of the individuals involved with this is still sitting on the Board, but I feel that some type of official statement or decision should be made to express how wrong this is. I just never imagined they would go this far during a Board meeting ... and document it ... then approve these minutes at the next meeting ... then revise those minutes when the records request was made. The ONLY reason I found this version of the minutes was because it was on their records thumb drive that they were ordered to copy and turn over (I was just elected Recording Secretary).

Thank you for your assessments. I am continuing to lobby our organization to hire a parliamentarian to assist us, as we had at one point until they moved away. Your feedback has been very helpful, as always. As soon as I finish the degree I am working on, I will be enrolling in courses to learn how to be one myself. Your contributions have been very inspiring. Please keep up the outstanding work. You are greatly appreciated!

Question: Does RONR provided guidance anywhere in the newest edition on what percentage would be needed to exempt a property from a Covenant? Covenant 33 of our CC&R's allow the Association the reserved and sole right to exempt a property from a covenant violation, if they choose. The problem is that it does not state what percent of the body is required, whether it be a simple majority or supermajority. The only statement on a vote count in our entire CC&R's is in Covenant 34, which states to amend or alter the covenants themselves, it requires 75% of the total owners. We are a Civic Association, so a household/owner does not have to join the Association. The covenants also specifically distinguish a difference between the Association in Covenant 33 (and other covenants) from "the total owners", which is only mentioned in Covenant 34. State law does not appear to provide guidance on this, either. Here is my personal thought: In Covenant 37 of our CC&R's, it states that an owner has the right to prosecute proceedings against anyone violating such covenants and restrictions. An exemption, would be restricting that right. If I recall correctly, RONR requires a supermajority when restricting the right of a member. Would that be a fair assessment? I know this may be a stretch on my part, but we're just trying to make the best decision we know how since we truly don't know where to look for guidance. I appreciate any guidance that can be provided.

The Covid pandemic presented many organizations an unprecedented obstacle where we physically could not meet and our bylaws did not authorize other methods. In fact, in our situation, our state statutes specifically required authorization within our bylaws for specific actions that our bylaws did not address at all. In an attempt to fix this with Hurricane season coming up, we are creating Emergency bylaws. There are two things we are seeking to add to our bylaws: Mail-In balloting and Electronic meetings. The problem is that we often cannot get anyone to agree on anything other than, "we need them in our bylaws". The expectation is that we'll take a year to get enough people to buy into any specific provisions that we create because of all the splinter clichés and old vs. new mentality, so we have to put something generic in place until they're done arguing. Currently, I can get enough people to buy into the following: The Emergency provisions provided in this Article shall be operative during any emergency notwithstanding any different provision in the preceding Articles of the Bylaws. An emergency exists if a quorum of the Association cannot readily be assembled due to a catastrophic event, including but not limited to natural disaster, widespread pandemic, national defense, or similar emergencies resulting in the declaration of a state of emergency or similar declaration by local, state, or national government. President of the Association – or in the absence of the President, the Vice President – with the consent of the majority of the members of the Board of Directors reasonably available, given individually, may enact the following Bylaws provisions to be in effect: Postponement of any regular or special meetings. Such postponement will not extend beyond ninety (90) days from the date designated within the bylaws unless emergency provisions remain in effect. Any business mandated within the bylaws or petitioned by the members of the association shall be conducted after such postponement. Elections and voting by mail-in balloting. Elections and voting by mail shall be conducted in compliance with Robert’s Rules of Order. Authorization of Electronic Meetings. Electronic meetings shall be held in accordance with the adopted method as designated within the Bylaws; or the designated Sample Bylaws Provisions within Robert’s Rules of Order as determined by Board of Directors, if a method is not adopted. The first and most obvious blunder is no one can figure out how to properly word the part that is underlined. The intention is to allow the Board to use the Sample A, B, C, D in the back of Robert's Rules of Order until a method is adopted. The second thing is the wording. I think its worded correctly, but I can't seem to get the Board to authorize us to hire a Parliamentarian to assist us. I'm trying to do the best I can with what they'll give me. Sigh. The last question is whether there is anything else I should be considering as part of the emergency bylaws? It is for a Civic Association (similar to an HOA). Thank you for your time and assistance!

Previously households received 2 votes regardless of how many owners, a husband and wife getting a vote apiece. This became an issue because they didn't allow proxies unless it were for medical reasons, so families with small children would only get to execute one vote and hold less voting power as single-resident and residents where both members could attend. We addressed this previously by revising the bylaws to make all households 1 vote. The association chose to address households that couldn't come to a consensus by stating neither vote would be counted (they would cancel each other out). Fortunately, they are happy with this part, so no need to address it.

Thank you, this is exactly what I was looking for but my brain was just not figuring out how to word it. This is why I greatly appreciate you and the others that dedicate yourselves to this forum. Words cannot express how much you all contribute to me and the other readers!

So I rewrote the first part of the proposal to say: "Members whose votes, taken together, are at least (15%) of those votes eligible to be cast, in person or represented by proxy, constitutes a quorum ..." The part I'm not sure on is "... so long as no less than ten percent (10%) of the total households eligible for membership is met." The intention is to set a sliding scale that would grow with the membership total, but never drop below 10% of the total households in the community. The feeling is that as more members join, there should be increased effort to include those members (long story, but this is important) but never to drop below a set threshold.

We are currently getting 20% of the total paid members to show up, so many members want that to be our quorum. Unfortunately, its not enough to pass (roughly 40%). They're willing to compromise down to 15%, but its just short the amount of votes necessary to pass (failed by 2 votes). In essence, they want the quorum to increase as the number of paying members increase. At the same time, there are some members that refuse to vote for the motion unless its at least 26 members (10% of the households in our community ... the same number required to call a special meeting). We can get roughly 60% of the people to compromise on something that acknowledges both the 15% of total paid members AND the minimum of the 10% of households in the community. We just don't know the appropriate wording.

My Association use to have a 33% of the eligible voters requirement as a quorum. This was reduced to 15 members in a 252-household community. Their argument was that people were no longer paying dues (dues are voluntary) and people just weren't showing up (lack of a proper notice, which we've already addressed with them receiving a scolding from their own lawyer). Unfortunately, the reduction to 15 members was legal and is binding because enough (misled) people were present and voted to go along with their proposal. After the 12 member board and their friends approved to award a very large contract to a Board member's family, many misled members and members that were not being properly notified became enraged ... long story short, people are showing up! and the bylaws need to be revised to increase the quorum to prevent actions like this from happening in the future. This is my question: What would be an appropriate bylaws wording and quorum count? One of the recommendations is to have a flexible quorum that takes into account the number of members that are paying dues (this will guarantee several members will agree to vote for it). One of the recommendations is to have a firm minimum that takes into account the number of members that are eligible to be members (again, this will guarantee votes). One recommendation is to change the 15 members to 15 percent of the voting power (again, this will guarantee votes). I thought of something like this: Fifteen percent (15%) of the voting power of the association, represented in person or by proxy, constitutes a quorum so long as no less than ten percent (10%) of the total households eligible for membership is met. My concern is the grammar/wording of it may not be the most appropriate. Any suggestions or thoughts?

Well, considering that the petition was signed by the members as required under the bylaws AND their response said, "against the Board's wisdom," its safe to say their own opinion. Also, RONR provides a democratic process for members to state what they wish, so the purpose of my arguments have been why not allow them to speak?

We are a Civic Association (also known as Community Association in some areas), not a Homeowners Association. We are governed by a separate chapter in our States statutes as HOAs and Condos. State law on voting: "Members are not entitled to vote except as conferred by the articles of incorporation or the bylaws."

ISSUE 1: In the notice and agenda they sent (signed by the 5 officers and not discussed in any documented meeting), they restricted the rights to speak or vote to ONLY members that have paid their 2020-2021 dues. I clearly object on the premise that the bylaws do not strip the right to speak and the only reason they would not be permitted is if they have met the conditions to have their membership terminated (see below). Without an agreed upon due date, I have been advised that the delinquency period cannot be assumed to have started other than the last day of the Fiscal Year in which it applies, or Sept 30, 2021. In addition, there would be no reason to include Article III, Section 4 F to strip voting rights from members "not in good standing" following a meeting when one would not be held again for 6 months if they were to lose that right with the loss of membership after 90 days from the beginning of the Fiscal year as they have claimed. My argument is that the voting condition's intent as written is to only strip voting privileges from members who have not paid dues for the current fiscal year until they have either paid, or membership is terminated 90-days after the fiscal year they did not pay. I am also arguing that these members ARE members and DO have a right to speak at the meeting until membership has been terminated. Please advise. ISSUE 2: The officers have also limited speech to 3 minutes per topic at the upcoming special meeting and declared they may cancel the meeting if they feel the needs arises. I argued that the MEMBERS called the meeting by petition. My understanding is that the membership is superior body to the Board they elect, therefore the Officers and Board does not have the authority to limit speech on their superior body, nor may they cancel they meeting based on "Covid" when their own meetings are being held face-to-face and attendance is meeting the quorum count of a regular membership meeting! In addition, my understanding is the limit on speech is 10 minutes and may only be changed by the Assembly if 2/3 of the members vote to do so. Please advise. BACKGROUND: My State Statutes dictates "except as provided in the articles of incorporation or bylaws, special meetings of the members may be called by: ... (e) The holders of at least 5 percent of the voting power of a corporation when one or more written demands for the meeting, which describe the purpose for which the meeting is to be held, are signed, dated, and delivered to a corporate officer;" The bylaws state, "Other special meetings of The Association membership may be called after seven (7) days notice, as deemed necessary by a majority of the Board, or by request in writing of ten (10) percent of the membership to the Secretary." I wrote and had 26 other residents of the association sign the petition, then I presented this to the Recording Secretary on Jan 12th. There were 171 members at the time of the petition being submitted and the board acknowledge that 23 members that signed had paid their 2020-2021 dues. Since then, the Board has tried to disqualify as many of the 23 individuals that signed by either assessing "fees" on them (which is not mentioned or authorized in any of our governing documents), disputing payment of dues, or in my case, returning part of the payment and claiming it wasn't received or they cannot take coins, but the balance is 7 cents (they also refuse to write receipts or take checks). Otherwise, the meeting was called for Feb 23. I am also aware that you will probably need the language of our bylaws to make a better opinion: Article III, Section 1 A. The business and affairs of The Association shall be conducted by an elected Board of Directors (hereinafter referred to as the Board), which shall meet at least once per calendar quarter or whenever deemed necessary by the President or a majority of the Board of Directors. The board shall consist of the officers and committee chairmen elected by the members in accordance with these By-Laws. B. The Board shall control the property, both real and personal, of The Association and be responsible for overall operations and administration. Committees shall carry out their respective responsibilities under the direction of the Board. The Board shall authorize the expenditure of all funds required for the development, maintenance and operation of all Association facilities and activities. Article III, Section 4 C. Meetings of The Association membership shall be conducted in accordance with parliamentary procedure as specified in Roberts Rules of Order, Newly Revised. (yes, its underlined in the Bylaws) F. At all meetings of The Association, there shall be one vote allocated to each property in [Community], which may be exercised by members in good standing. Good standing means that all dues are current as of ten days prior to the meeting at which a vote may be required, and also that there are no other assessments, fines, judgments, or other contractual obligations owed. In the event that the nominal owners of a property cannot present a unified or majority vote on behalf of the property, it shall be deemed that no vote was cast. Article IV, Section 1 Membership in [Association] shall be available and restricted to all adult property owners upon payment of dues. Section 2 All members will pay their dues as recommended by the Board and approved by the membership. Section 3 - Termination of Membership A. Termination of membership shall be automatic upon sale of residence in the [Community], or upon delinquency by a voluntary member of ninety days. B. Membership may be reinstated for the foregoing cause of termination upon paying back dues for the delinquent period. *note: I removed identifying information for the association and community only To date, they have not been able to find or produce any records indicating an action under Article 4, Section 2 has ever occurred other than to set the dues at $125. I submitted an additional request for records to them on February 6th. They have not been able to produce anything that states membership dues are due by Oct 1, the beginning of the Fiscal year, nor do they ever start collection/acceptance of dues until that date. This has raised the dispute of when the dues are actually due and when the "delinquency" period actually starts. Its also important to note that they have cancelled (or indefinitely postponed) every meeting of the Association in 2020 and are attempting to cancel the Spring meeting already. The 90-day postponement of the September Semi-Annual meeting was never held. The election was held only after they were forced by threat of legal action to hold a "special meeting" for the purpose of the election and budget.