Virgil

All, I apologize for a less than timely acknowledgement of your thoughtful replies. Yes, our HOA adopted RONA Newly Revised back in 2002. Also, I think being able to cite the paragraph out of "...for Dummies" is brilliant. You pulled through once again with great advice. Best to you all! Virgil

All, I need help with this one; I have 2 years left on a 3 year term as an HOA Board Director. Again, I find myself in the minority because we have a fractured board of 5-4. The newly elected President insists on using Robert's Rules for Dummies. Last year, the board approved using RONR NR 12th. The Executive Secretary even had a copy of it and referred to it frequently. I vehemently disagree using Robert's Rules for Dummies instead of RONR. It seems like we are going backwards without using the "Official" resource/book. Question: How do I convince the Board to accept using the official book? Any ideas would be greatly appreciated, Sincerely, Virgil

Gary and Josh, Thank you both for your input and guidance on the matter. It really is a matter for the membership to manage and set forth a vote to facilitate the recall, as that is their right. Virgil

Gary, I appreciate your sound reasoning regarding the fact that the community signed the petition, therefore, it's the communities responsibility to step up, not up to the remaining board members facilitate action. The minority board members, not included in the recall, must be ready to transact the business of the community. Best to you, Virgil

Dear Group, We have a situation where 25% of the membership have gathered more than enough qualified signatures for recalling 5 board members that happen to be the officers. One board member has recently been recalled, so that leaves 3 non-conflicted members. My question to the group is: Are the 5 members, under recall allowed, per Robert's Rules, to "manage" their own recall? If it is determined that they should be recused, State statutes allow for remaining board members, even one remaining director, to appoint up to 5 directors, to form a quorum, for the purpose to conduct business. The Bylaws and governing documents are silent on this matter. Thank you, Virgil

I would agree as well. The main motion to "hire" is affectively lost. Thanks again for the rapid follow-up. I appreciate all of your responses and advice. With much respect, Virgil

Thank you for your reply. There are several variables to contemplate regarding this issue: 1. The exact wording of the motion and its true meaning. 2. A consideration of precedence should be considered along with the concept of fairness and good faith. (a very similar vote occurred, yielding a different outcome) Peeling back the layers of this issue will show that there were deeper underlying motivations for attempting to reverse the motion. A vote was taken after my initial post resulting in the majority deciding not to proceed with "rescinding" the motion, instead a member of the majority restated a new main motion to not sign the letter of engagement. This resulted in a conflict between two main motions; 1. a 7-2 vote to "Hire" the person. 2. a 6-3 vote to not sign their engagement letter. Regards, Virgil

Mr. Brown, Thank you for the reply. In this case, the motion was to "hire" a person, not contingent on signing an engagement letter. A precedent has been set from a previous motion to hire someone for the same purpose. Best, Virgil

First, I am heartened by all of the responses I have received. Reading through the posts, I agree with many of the responses that there is a need for additional facts that could possibly provide added context. The "Contract" is a letter of engagement by an attorney. The Board President signs "contracts" per the association's By-laws. The motion states: "I move to hire <name> to advise <name> Community." There was a 2nd and the motion carried with a 7-2 vote. The <name> forwarded their engagement letter for the President to sign, which the President changed their mind. Now, an emergency meeting is called to Rescind the motion to hire <name>. Virgil

A main motion was previously passed in open-session. Now, the majority members want to rescind the main motion in Executive Session, out of view of the owners. 35:6 (b) seems to apply because a contract has not been signed by one of the majority directors. My question is: Is it out of order to duck into Executive Session to Rescind a Main motion previously adopted in Open-session? Thank you, Virgil

Thank you, for the response. The assembly is trying to reassess the proper way forward. In some respects, as you suggested, starting over may be the clearest way to proceed.

Addressed to the group: We have a 9 member board. 1 board member filed a code of conduct complaint against the VP and P (for reasons I won't go into here). The VP Resigned. Our By-laws state that the P appoints a 5 member ethics committee to review the complaint. If the P is unable to preside, the VP appoints the ethics committee. The treasurer, against the by-laws, assumed authority to hand pick the 5. The 5 member ethics committee decided that the code of conduct complaint had no merit. The director that filed the complaint, appealed the decision on grounds that the ethics committee members, in the manner they were selected, violated the process. A VP was appointed to fill the VP vacancy. A quorum of 6 directors held a meeting to decide how to proceed with the appeal. During the meeting, it was decided that the 5 member ethics committee was invalid because it was selected by the treasure not having proper authority. Following this, a main motion carried that decided the complaint had no merit. The VP presiding over this meeting voted to create a tie per RONA 12 44:12, thus killing the motion. Question: In the code of conduct complaint appeal, 2 members at the meeting should have recused themselves because they were named in the original complaint. Those members participated the vote that created a tie, thus killing the motion to proceed. Background information: 2 members were absent due to recusal; Appellant (director) and the Respondent (president), 1 director out for personal reasons. 6 members were at the appeal hearing. If 2 directors should have recused themselves, that would have left 4 directors to conduct business. In this scenario, the 4 directors present would not have met the requirement of 5 directors for a quorum. What would be the proper steps forward? The clock is ticking. Respectfully, Concerned director

Thank you for each of your reply. Addressing the first question regarding the manner in which a vacancy is filled; As an example, one director of a nine member board resigns, leaving 8 remaining directors. Those 8 directors have the authority, according to the HOA's By-laws, to appoint a ninth member, but must first post the vacancy to the community. The 8 member board has 90 days to fill the vacancy. Hypothetically, if the community association initiates a recall of the board, as it stands now, only the elected members can be recalled by a 2/3 of the members voting. The issue is how to recall an "un-elected" board director. Elected members my be recalled by exceeding the number of votes they initially received from the original election.

To whom it may concern: I am unable to find a rule that describes the process for removal of an "appointed" director, one that has filled a vacancy left open by an elected director that has resigned. Our by-laws state that a director holding office of president, vice president, secretary, and treasurer can be voted out of their office by a 2/3 vote of the directors, however, removal of an "elected" director from the board, requires a majority vote of the association. Again, I am unable to find a rule dealing with an "appointed' director. With respect, Dan

Thank you for your replies. Here is an excerpt from our By-Laws regarding the "Reserve Director" and a more detailed explanation of my question: A Board Director filled a vacancy from a previous directors resignation with one year left on the term. This year, that term was up and they ran for re-election, but lost and became the "reserve director, coming in fourth. They lost against three candidates. Here's the clincher, one of the current board members with one year remaining on their term created a vacancy, but they made their resignation effective this July 1st, when the 3 new board members are seated, and the "reserve director" is merely stepping into that vacancy. Effectively, never leaving the board. That "reserve director" will be seated for an additional year. The motivation for doing this seems to be an attempt to maintain their majority against the 3 new candidates. Some background is the fact there is a considerable degree of conflict within the HOA. One faction is clinging to power, while the majority within the community are seeking change. I hope I didn't muddy things up too much. Sincerely, Dan Section 7. At the annual meeting, if there are more than three candidates for the Board of Directors, the person who receives the fourth greatest number of votes over a minimum of fifty (50) shall be appointed for one year as the Reserve Director. If a vacancy occurs, the Reserve Director will become a Director filling the unexpired term of his predecessor in office. Should no one qualify as a Reserve Director, or another vacancy occurs between the dates of the annual meetings, the Board of Directors will immediately announce the vacancy and request that interested parties submit a resume. The Board of Directors will select a Director by majority vote of the Board within 90 days of the announced vacancy. (5/85, 5/97, 5/00, 5/17)