Wild Dunes

Thank you, Mr. Katz.

On 4/18/2024 at 8:28 PM, Jay M said:

Removal from Office
62:16    Except as the bylaws may provide otherwise, any regularly elected officer . . . . .
 

Our confusion in part is with the word officer as bolded. This could be construed as officer of the board, meaning any of our board members. We are concerned about one specific board member [officer] that happens to hold the office of secretary. Does 62:16 apply to the office of secretary interpretation?

On 4/18/2024 at 7:56 PM, Joshua Katz said:

In that case, if you wish to remove an elected officer from their position, you will need to follow the disciplinary procedure in RONR chapter XX.

To be sure I understand. We are removing a director from the office of secretary. That director will remain on the board.  My understanding of what I have read so far in XX is that this chapter is speaking to removing a director from the board. What am I missing?

Edited to add:  and the board can take the action to remove the person from the office of secretary? 

Thank you.

The term of office for Directors shall be two years commencing at the January Board of Directors meeting following the certification of the election and the seating of the new Directors.

Board members, who are association homeowners, are elected each year by the association members for a 2-yr term. The new board, once seated, elects its officers.

The majority of our HOA board would like to remove a difficult board member from officer role, but not from the board. Our bylaws speak only  to removing a member from the board. Does RONR speak to that? I can't find the information. Thank you.

On 3/14/2024 at 12:35 PM, Rob Elsman said:

Thank you. I think the gist of your question has more to do with compliance with the state law or regulations than anything in RONR (12th ed.), so you need to take this question up with an attorney.

Thank you for your help.

On 3/14/2024 at 12:29 PM, Rob Elsman said:

Does your state require this kind of posting?

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.

On 9/20/2023 at 1:26 AM, Atul Kapur said:

On a tie vote, the motion should have been announced as lost. It sounds like the chair announced that it was adopted. As no point of order was made, the motion was adopted (as the chair declared) and is in effect. So there is no need for the motion to be made again.

As Mr. Elsman said, those who are opposed to the motion can move to Rescind the motion that was adopted.

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.

On 9/19/2023 at 12:48 PM, Rob Elsman said:

As Mr. Martin indicated, the announcement of the chair was, in error, that the motion was adopted.  The announcement, though made in error, stands, because no Point of Order was timely raised.

Unless an exception in RONR (12th ed.) 35:6 applies, the way forward is for a member to make the motion, Rescind.  Giving previous notice of the motion, though not required, may make it easier for the motion to be adopted.

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

On 9/19/2023 at 9:47 AM, Josh Martin said:

From the facts presented, you don’t correct it. To the extent there was an error here, this does not constitute a continuing breach. The result announced by the chair stands. A member should have raised a point of order at the time.

(For future reference, on a tie vote, the motion is defeated.)

It’s somewhat unclear to me whether the motion was adopted or defeated since you seem to be saying inconsistent things in this regard. If it was defeated, a member who wants to change that can simply move it again at a future meeting. If it was adopted, a member who wants to change that can move to rescind the motion at a future meeting.

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.

On 9/19/2023 at 4:07 AM, Joshua Katz said:

We'll need to understand a couple things. First, why should it have passed? In RONR, the general rule is that a motion fails on a tie vote. 

As a general matter (but it might depend on the answer to the above), you won't be able to do anything about it other than make the motion again, as it is too late to object to the chair's ruling.

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.

On 9/19/2023 at 4:07 AM, Joshua Katz said:

We'll need to understand a couple things. First, why should it have passed? In RONR, the general rule is that a motion fails on a tie vote. 

As a general matter (but it might depend on the answer to the above), you won't be able to do anything about it other than make the motion again, as it is too late to object to the chair's ruling.

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.

On 1/9/2023 at 7:17 PM, Gary Novosielski said:

Since a tie is less than a majority, there is nothing special about it that requires "breaking".  It is simply a rejection of the motion, just as surely as if everyone voted No.

In the case of an election, a tie vote less than a majority elects no one.  Second and subsequent ballots are typically necessary.

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?

On 12/30/2022 at 10:37 AM, Josh Martin said:

Rob, while I agree with you, based upon my experience, I think we are very much fighting a losing battle on this one.

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.