Wild Dunes

Thank you for your help.

Yes, our state and our bylaws require a 3-day advance notification.

Our HOA meets our 3-day advance notification of a board meeting by posting the agenda which includes all the meeting information as to place, time, along with other items of the day such as approval of minutes, unfinished and new business, etc. This agenda plus any packet information is also distributed to the board members at that time. If that agenda content is revised, posted, given to board members, the morning of the board meeting, does that revised agenda still meet the advance notice requirement. Thank you.

Thank you, Mr. Novosielski.

Is there a guide as to using the forum. I particularly have not been able to grasp how to reply, with or without quotes.

Thank you. I did misunderstand a previous post. I do apologize, I'm a RONR novice. No, no point of order was made and the motion was adopted and in effect. It will be on the next agenda to rescind.

Thank you for the reply that I have bolded. We will study this.

Yes, I understand the motion is defeated on a tie vote. Unfortunately, it was not ruled that way. Thank you for the clarification, it will come up in the next board meeting.

As I stated in my question, I understand it failed. Unfortunately, the chair's ruling was incorrect. Thank you for the explanation that the motion will have to be made again.

It should not have passed. It was a tie and should have failed but the ruling was incorrect. Thank you for your clarification.

A vote on a motion resulted in a tie vote. The tie vote was incorrectly adopted (announced it failed when it should have passed). How do we correct this? We are an HOA board and this is not covered by our Bylaws.

My apology for the delay in replying to your responses. Thanks to each of you for your responses which have given us a much needed understanding of this issue.

Mr. Novosielski: I apologize, but I haven't figured out how to use the quote option. From your reply: The paragraph you cited refers you to 9:27, where we learn: "Reading and approval of the minutes of an executive session must take place only in executive session, unless that which would be reported in the minutes is not secret. When the minutes of an executive session must be considered for approval at an executive session held solely for that purpose, the brief minutes of the latter meeting are, or are assumed to be, approved by that meeting." Clarification on the bolded line has been requested.

As I've shared in past posts, our HOA does things a bit differently from what is in RONR - and we're working on changes. In the meantime, we have a question on minutes of an executive session (ES). RONR 48:13 says minutes of an ES must be read and approved in ES. This is where our HOA has been doing things differently. We have an Agenda for each monthly board meeting. If there is business to be conducted in ES, ES is listed on the Agenda as an Agenda item. The board moves into a small room to conduct the ES and when finished moves back out to the main room and votes on items that require a vote from the ES. The motion does not contain any confidential information. The HOA's policy for ES minutes approval: >the minutes, without any confidential information shared, are included on the next regular board meeting agenda along with the minutes of the past month's minutes > those minutes are (hopefully) approved. If minutes are to be approved in ES only, at the next regular board meeting, we would be required to hold an ES simply to approve those minutes if there was no other ES business, and that would repeat month-after-month as there would be an ES and minutes would have to be taken and approved. The other option is to approve those minutes at the next ES which could be months' off. Our Bylaws do not speak to this.

Thank you, Mr. Novosielski. So well explained.

Thank you. That supports my interpretation. Now to continue search on breaking the tie, as the 8 members are eligible to vote, we don't have a tie-breaker position. Again, thank you, Mr. Brown, for your quick response. I always hope to get a reply from you.

We have an HOA board of 9 members. At the seating of the 2023 board, which will occur shortly, board officers will be elected - president, VP, Secty, Treasurer. One of our board members will be absent due to illness (COVID). That leaves us with 8 members present. Can the absent member give his proxy to vote for him, and if so, could it be to another board member or to one of our homeowners? Our bylaws do not speak to proxies for this situation; they do allow for proxy voting for the annual meeting, and this proxy requires specificity as to matters covered under the proxy and the member's signature to be notarized. A tie vote is anticipated for one particular office. If a proxy cannot be used, how do we break the tie?

Mr. Brown, Mr. Martin, I am in agreement as to RONR re not adopting an agenda at each monthly meeting. Unfortunately, this is our current procedure and just another one to be added to the list to get us more in line with RONR compliance.

I should have included this in my original question: Our Bylaws state that the new term commences at the January Board of Directors meeting following the certification of the election and the seating of the new Directors. We have historically had the current board open the meeting and approve the agenda; this is what has been done but not in our Bylaws or other governing document. Following that the current board is retired and the new board is seated. Our board president wants to change the order and have the incoming board approve the agenda.

Our HOA holds monthly board meetings. We have an agenda that we approve at each meeting (I understand from prior discussions that approving an agenda each month is not necessary, but for now, that’s what is done). In January we will be seating the 2023 board. Following our agenda, we call the meeting to order, do flag salute, another couple of items, then retiring of the 2022 board and seating of the 2023 board, election of officers, and then on to business items. A question has arisen regarding the order of items on the agenda pertaining to “Approval of the Agenda;” this is not covered in any of our governing documents. Does the outgoing or incoming board approve the agenda?

Per our state statutes for planned communities associations, meetings of the board of directors shall be open to owners, except that at the discretion of the board, the board may close the meeting to owners other than board members and meet in executive session to discuss private or sensitive topics which are listed as: 1. Consultation with legal counsel; 2. Personnel matters, including salary negotiations and employee discipline 3. Negotiation of third party contracts; and 4. Discussion of delinquent assessments. Our Bylaws do not speak to Executive Sessions (ES). We do have an article in our Bylaws that states : The current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of the Corporation in all cases not provided for in these Bylaws. Other sources such as the Community Association Institute (CAI) states: Board members are not to reveal to any owner, resident, or other third party, the discussions decisions and comments made at any meeting of the board held in ES. We are attempting to compose an explanation of ES for the board’s understanding and guidance, and also to members of our HOA who do not understand the confidentiality of ES. Questions or concerns are: Situations – can they be under the umbrella of the topics provided by the state? Examples: 1. A board member violates the rule of confidentiality. If that violation involved sharing private information e.g. on an employee, it could be discussed under 2. Personnel matters. But what if the information shared is sensitive or private but does not fall into one of the categories listed by the state statutes? 2. Can discussion of a possible legal issue be discussed to determine if it should be referred to legal counsel? Thank you.

The agenda is posted in advance for all homeowners to see and board members receive the agenda + any supporting documents in advance to allow them to study the issues. Items of New Business are listed.

Yes, we are somewhat nonstandard. We do have Unfinished Business as an agenda item. If the item I am inquiring about was New Business when adopted, would we then put it under Unfinished Business to Amend?

Thank you all for your responses. I do understand, and have commented on in prior postings, the issues our board has with the rules. We are working on it.

We have a Rules & Regulations document which the Board has the authority to make changes to. Our Board meets monthly and produces an agenda for that meeting, including New Business items, among other items (approval of agenda and prior meeting minutes, Unfinished Business, Treasurer’s Report, Other Business, etc.). I understand from previous discussions that an agenda is not needed, but for now, that’s the way our Board is operating. Under New Business, the Board recently voted to approve and update an amenity as to charge + tax. It was later found that the tax rate that was used was wrong. We now need to correct that amendment. At the same time, we want to eliminate the specificity with the tax in our document. Rather than writing the cost as $XX.XX + $X.XX tax eff [date], we would like to record as $XX.XX + current tax rate. I understand RONR §35 (and other) to say that we can Amend Something Previously Adopted. My question pertains to the Agenda. As previously mentioned, we produce an agenda for our monthly meeting. The original item was adopted under a New Business item #. How would we introduce this Amend Something Previously Adopted? Do we list it under New Business with the original item # or do we list it under New Business with a new # but referencing the original item #?