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Hi all, So a very difficult situation has arisen where the entire Board of Directors of my small HOA is being being considered for recall. According to our Bylaws, Officers are Directors, but not all Directors are Officers. A majority of the community wasn't specific whether it was to remove the title of Officer or Director but I think it's a safe bet they mean "yes" (both). And all 3 Directors are to be considered. My question is, can a Motion to Suspend the Rules be made to get the Chair? In addition to a copy of RONR (and RONR in Brief), I have 2 books on Roberts Rules that give a conflicting opinion on this: one says yes, one says no. I think, however, our Bylaws, which state the following, prevent this, where it says the President "shall preside at all meetings," the word "preside" being key: the president is an authority at any meeting and as such shall Chair them all.

I agree, that does seem to be the case. Understood. The text in the minutes is that it is an "ad hoc advisory committee." They are performing research for the community.

I appreciate your thoroughness. Glad I found this forum!

Understood. Here are the 2 mentions: Quorum. At any meeting of the Association, members having at least twenty percent (20%) of the voting rights entitled to be cast at such meeting, present in person or by proxy, shall constitute a quorum, except when a larger quorum is required by the Declaration. Quorum and Vote. (a) A majority of the directors shall constitute a quorum for the transaction of business.

Hi Josh, thank you for the clarifications. The only things that I can find in this organization's bylaws about quorum are the required number of participants and the things quorums can do, usually revolving around voting. It says absolutely nothing about announcing them. It just seems like a good idea for this small (18 unit) HOA, so I have been working toward getting us in the habit.

Hi all, As I understand it, at the beginning of every meeting, no matter if it is a meeting of the Members or of the Board, quorum should be recognized and placed into the minutes. It was recently pointed out to me (not on this forum) that regardless of whether they are given recognition or not, a quorum of Directors and a quorum of Members is established regardless if the required number of individuals turn up at the meeting. In other words, it really doesn't matter if the Board gives them recognition or not. I would still opt to do it but in that same conversation it was also recommended to me that in general, if recognition is to be given, both a Director Quorum and a Member Quorum should be recognized (separately). My question is, if Members are not allowed to conduct business during a Meeting of the Board, does recognizing a Member Quorum at the beginning of the meeting need to be performed, regardless? And therefore, should both Member Quorum and Director Quorum only be recognized during a Meeting of the Members?

It's relevant though. The motion to form the committee was a fiasco and the attorney took the reins.

That's an interesting point. Why do you say that?

Rob and Joshua, Thank you for your responses. This particular HOA of which I am president consists of only 18 members so I do not think such an Executive Committee is in our future, as even the 3-member board that exists right now consists of the only 3 members of the entire HOA that volunteered and were elected. I won't rule it out entirely, but with things the way they are now, I do not see it happening. Is there anything that either of you can point to that I might use as a reference regarding this prescription? i am currently involved in an argument as to whether it's a common, acceptable, or recommended (or necessary) practice or not.

Hi Gary, Yes. A general HOA Member. That is correct, the motion was made at a Meeting of the Members. Yes and yes, in mid-February.

Hi, My HOA makes a distinction between Meetings of the Members and Meetings of the Board. When reviewing and approving minutes at the beginning, it seems appropriate to do so based on type, for example, a Meeting of the Members should review minutes of the previous Meeting of the Members, and likewise for Meetings of the Board. Is this a common, acceptable, or recommended practice? Are there any examples, texts, or experts that can be pointed to that do so?

Apart from the Architectural Review Committee, the bylaws mention comittees in only the one paragraph I have quoted and section 4.14, which specifically mentions Covenants Committees. Understood. Point also taken. Thanks for clarifying. I think I know what to say now. The committee in question was formed hastily and I am willing to let it stand but during this upcoming meeting I want to set parameters for its operation: goals and a due date, etc.

Hi Josh, thank you for your response. I have a Board Meeting coming up in just a few hours so I wanted to make sure I say the right thing. (And yes, my organization is an HOA for which I am President.) That makes sense. The point I am trying to make to the members (without really saying it) is that the committee that they have motioned to form has no deciding power, which rests with the Board. I've been reading Robert's Rules for Dummies (4th edition of course) and that was what I've gotten from it thus far. Maybe. I'm still new to this and my sources are scattered. I'll admit ChatGPT is one of those sources, which I've fed both our bylaws and a copy of Robert's Rules to. After having a closer look, RRfD does say this: I think the first quote I made of yours above is the safest thing to run with. I don't want to discourage participation.

Hi all, My organization's bylaws state the following: Is it an accurate interpretation that all power is thus granted to The Board of Directors to form committees and by appointment, which supersedes the ability for any member to form committees per RONR? In other words, are members thus excluded from forming committees?