Wild Dunes

On 12/29/2022 at 2:42 PM, Josh Martin said:

We lack sufficient facts at this time to answer this question. What do your bylaws say about when new board members take office?

In the event the bylaws are silent on this matter, there is no doubt that the incoming board would approve the agenda, because they are already board members before the meeting even begins. So far as RONR is concerned, board members take office immediately upon the election becoming final, unless the bylaws provide otherwise.

"An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time (see 56:27). If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." RONR (12th ed.) 46:47

If your association does have its own rules on this matter, it will be necessary to look at exactly what those rules say to answer this question.

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.

On 11/20/2022 at 11:10 AM, Shmuel Gerber said:

But if the agenda is simply provided in advance of a meeting for information, with no intention of adopting it, then it would make perfect sense to list any known items of new business under the category of New Business. 

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.

On 11/16/2022 at 11:28 PM, Gary Novosielski said:

Agenda business items normally are General Orders, and so would be best included under the heading Unfinished Business and General Orders, which you don't don't seem to have.  So your agenda may be somewhat nonstandard.  However, some organizations list specific items under New Business which are expected to be moved, although it's not required by any rule.

RONR does not make any mention of item numbers, but if you are repealing a particular decision that had an item number, it would make sense to refer to it by number in the motion to repeal.

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 #?

We have been operating as stated in your opinion. Thankfully. 

Thank you, Mr. Brown.

We are an HOA board of 9 representing our association broken in to 9 areas or districts with a representative for each district voted on by the membership. Per our Bylaws, we also carry 4 alternates that are elected at large at the same time as the district representative election. A board member who also served as VP has resigned; an alternate, per our Bylaws, filled the board seat, but the office role remains vacant--we will vote on that at our next monthly meeting.  Our Bylaws state:

Vacancy: Vacancy in the office of president shall be filled by the vice-president. The vacancy thus created in the office of vice-president and any other vacancy shall be filled by a vote of the Board of Directors.

Election: At the first Board of Directors meeting in January, the District Representative forming the Board of Directors shall, by secret ballot, elect the president, vice-president, secretary and treasurer.

The bylaws are clear that at our January meeting we elect officers by secret ballot of the BOD. We board members are unclear if a vote by secret ballot is also called for in the event of a vacancy such as the one described, or if the board can accept a volunteer and vote by voice or roll call vote, eliminating the secret ballot.

Thank you, Mr. Novosielski, for that last confirmation. I will add it to my notes in event it comes up--as it very well could!

Yes, my stance was that he is no longer a member, therefore, not privileged to review the minutes. We had a board member that was insistent that this was incorrect, that because the former board member was present during the meeting, he should review the minutes. I had to find support for my argument.

Thanks to all who replied.

Policy is to members. The point was made that this now former member should review the minutes as he was a member at the time of the meeting.

Yes, his resignation was properly accepted.

Thank you.

A board member resigned eff. immediately at the end of a board meeting. Our policy is that a draft of the unapproved minutes be circulated to board members for their review within 2 days following the meeting.  Should the member who resigned be included in this review as he was part of the meeting? Thank you.

Mr. Katz: The confusion has been whether the mailing could in any way be considered a meeting. Your reply clarifies that for us. Thank you.

We did not hold in-person annual meeting in 2020 or 2021. due to COVID restrictions. We did not hold either of these meetings virtually. We did mail an agenda and all accompanying documents and reports that are always a part of our meetings. We had no actions to vote on other than the minutes of the 2019 meeting for which it was announced they would be voted upon at next in-person meeting. We consulted our attorney on this and received confirmation that we were correct in what we were doing under COVID.

Are we required to have some manner of minutes for the 2020 and 2021 meetings? If so, would we state that an in-person meeting was not held due to COVID? If so, what else should we state in the minutes?

Thank you all for your help with this.

I need to clarify my earlier questions. I apologize for not being clear. 

Points:

1. Our board is made up of 9 members, making 5 a quorum. We are not subject to the Open Meeting Law.

2. While it involves our board, this is about committee meetings.

3. Our board president is not required by any of our governing documents to participate in any committee meetings. It is generally understood that the board president attends meetings as a matter of choice or as invited by the committee. He can provide input on issues and ask questions, but he does not vote as he is not a member of the committee, with the current exception: he is an actual member of one of our committees, something that we have not had happen in the past.

3. For example, we have a XXX Committee that has 7 members, 3 of whom are board members. Our board president attends this meeting as a non-member.

4. Our committees are open for all owners to attend.

If, in a committee meeting, we have 4 board members present (3 members + board president) and another board member, who is an owner, also attends, we then have 5 board members present, and 5 board members constitutes a quorum of our board. Does that board quorum apply to a committee meeting? Would it then be applied that a quorum of board members makes the meeting or gathering a board meeting? Is this then called a board meeting, which we could not hold because we have not followed the 3-day advance notice for one thing? Should we ask one board member to leave? What if the guest board member refuses to leave if asked?

Hope I've been a little clearer here. Thank you.

On 3/31/2022 at 4:34 PM, Josh Martin said:

This confusion arises for several reasons:

1.) Whoever is taking the minutes is the secretary in the parliamentary sense, in a similar fashion to how whoever is presiding at the current time is the chair.

2.) It is generally assumed by RONR that the person who holds the official title of Secretary is also the person who takes the minutes, unless the person is absent in a particular case. Societies do not necessarily have multiple secretaries, but if they do, the recording secretary is the person who takes the minutes. (Although I question whether your group has properly created the position of recording secretary, since I take it the bylaws were not amended to add that position.)

3.) Finally, what often complicates these things is the fact that there are actually two different parts in RONR - the signature (which occurs at the time the minutes are written and submitted) and the initials (which occurs at the time the minutes are approved). As previously noted, the primary reason why a person other than the Secretary would take the minutes is because the Secretary is absent. The Secretary might, however, be present when the minutes are approved. In such a case, the secretary pro tempore would take and sign the minutes, and the regular Secretary would initial them.

 

We certainly do have confusion. Our board needs to work through issues such as this and take action to remedy. We're trying--small steps.

Mr. Martin, your clarification here is quite helpful. Thank you. 

On 3/31/2022 at 8:34 PM, JustinPappano said:

Although, whenever there is ambiguity, if who signs the minutes matters to your organization, I'd recommend adopting a clear-cut rule on the topic! 

 

Thank you. I agree on the rule.

On 3/30/2022 at 11:52 PM, Gary Novosielski said:

Whoever took the minutes will sign the minutes.

I assume you amended your bylaws to create the new office of Recording Secretary.  Why isn't this an elected office?

Our boards for the current and past year simply could not get a secretary that would/could take minutes. The decision was made to appoint a recording secretary, not a board member. And no, the bylaws were not changed. I don't know why it is not an elected office; it has just been a board appointed role.

I have read conflicting information on these boards. Part of the conflict could come simply from the response being applied to 'secretary' assuming the secretary is taking the minutes. I can't quote the posts here, but there are varied replies, some saying that whomever takes the minutes, signs the minutes, and others that point to the secretary. 

Our HOA board has a secretary as one of its officers. We recently appointed a Recording Secretary to take and process our meeting minutes. Does the Secretary or Recording Secretary sign the minutes?

We are an HOA that is managed by a small board and that employs a community manager. We are in the process of hiring a new manager. Our final candidates will be interviewed by the full board in privacy. At our board meetings we go into Executive Session as needed. For this interview process, can we hold just an Exec Session or do we have to call a regular meeting and move into ES? Our governing documents do not speak to this.

On 3/21/2022 at 2:16 PM, Atul Kapur said:

I take it that item 322 was never even moved, which is allowed. So business was never even started, and cannot be considered "unfinished."

So this would be New Business.

By the way, if it had been moved and then withdrawn, "the situation is as though it had never been made" RONR (12th ed.) 33:18. So, again, it would be New Business.

True, the item was never moved. Thank you for the additional reference to 33:18. Your help is appreciated.

On 3/21/2022 at 12:00 PM, Rob Elsman said:

I take it that item of business 322 was withdrawn by unanimous consent--right?  If so, the item of business may come again before the board at the same meeting or any future meeting by way of a member making an appropriate main motion during the handling of new business.

Having said that, a homeowner association's board almost always meets frequently enough not to observe the custom of adopting an agenda at the beginning of each meeting.  If Robert's Rules is the board's parliamentary authority, the board already has an established order of business.  The board should follow the standard order of business at its meetings instead of adopting an agenda.

Many years ago our board adopted the rule of having a new agenda approved at each meeting. I understand Robert's Rules on the subject, but it is what it is.  Thank you.

We are a small HOA board. We have Unfinished Business and New Business on our agenda and we number those items. At our last meeting our agenda was approved with New Business item I'll call 322. 322 was withdrawn later in the meeting without any discussion or motion. If the author changes mind and wants to bring it to the next board meeting (or perhaps the May or June meeting), does it return to the agenda as a New Business item with a current number or does it go under Unfinished Business?