Tina R

Thank you both.

Nothing is proper about this Board . . .

Thanks @Josh Martin. to clarify, the motion was for the Board to conduct the annual Board election (voting of Board members) - which they said that they instructed members to submit his/her interest in being a Board member. The issue is that the Board is not properly conducting the meetings using Robert's Rule protocol. They will only do the motion to start the meeting then second and motion to adjourn the meeting then second. They do not allow the members to motion a discussion during the session. Members would put in a motion for the floor/discussion in the chat box. But they only allowed the members to speak after it has already adjourned the meeting. If a motion was brought forth in the chat box while the meeting was in progress but the Board only allowed the discussion after it adjourned the meeting - does the 48:4:6 apply?

In a recent HOA Annual Meeting conducted via virtual web, the president decided to mention the conduct of a "challenging" member - how the member has continuously impeded the board from conducting its functions and has caused an increase in legal/service fees for the Association. Because the meeting was via web - the Board disabled the assembled members mics so a member could not bring a motion to object a consideration or point of order. The Board adjourned the meeting to have an "open discussion". During the open discussion, the Board admitted that this member was fined and the board placed a lien on the account without proper due diligence (no notice or hearing) but then discovered that the Board had misinterpreted the Bylaws so the lien was removed from the member's account. The minutes of that annual meeting only states that "Legal fees incurred by the HOA were contextualized." It does not record the true scenario/discussion of the subject matter that was brought forth, per 48:4. There was also a motion for the Board to conduct the annual voting of Board members - again, the Board omitted the motion from the minutes. Our Bylaws state, "Conduct of Meetings: The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meetings and record in a minute book all resolutions adopted such meetings, as well as record of all transactions occurring at meetings." Q: Given the Bylaws and § 48 - Minutes & Reports, and the fact that the Board brought up the matter in its President Report session, is the secretary required to record these subject matters that were omitted?

@Josh Martin The context of the initial Notice just stated, "The annual meeting is to be held on . . . " date, time via electronic video base participation - no agenda just that it is an annual meeting. I asked to confirm if the Board election was to be conducted - which is to be held yearly @ the annual meeting. No response. There was no quorum formed @ the initial scheduled meeting so it was rescheduled because the Board could not ratify the 2024 Budget due to low attendance (no quorum). Hence, my OP. The context of the 2nd Notice for the rescheduled meeting again just stated it was an annual meeting but it came with an agenda - with only the general/normal topics (Reports of Officers, Continuing Business, and New Business). The Notice and the agenda did not state a Board election (actionable item) would be conducted for members' voting. This meeting happened last night. Virtual meetings has helped serve an autocratic Board (in reference to @Joshua Katz word-bomb). The step to "adopt" the agenda to start the meeting was not attempted. The members' mics were disabled so members could not use RONR protocol - only the Board's mics were enabled - basically they are just talking among themselves. Members use the comment field to raise questions/opinions and the moderator operating the virtual tool would respond to members via text but wouldn't allow a debate/discussion. They chose which opinion that they will recognize to enable the mic - No one can interject to "Point of Order" or object to consideration of a question or comment. RONR (12th ed) 9:33 addresses basic types of electronic meetings but I couldn't find how the moderator or chair are to emulate video meeting as if the meeting where in a physical room in order for RONR rules. In regards to the Board election (the actionable item) - the Board just said that they encourage the members to contact the Board if they have any interest then they will consider to conduct the election . . . efforts become pointless and reduced, its not a matter of complacency. So @Gary Novosielski, yes I had a personal desire for an outcome - to have the meeting conducted properly with fairness. I think everyone on this forum hold that same principle. Now, like you, I can only wash my hands from this thread.

Thanks @Josh Martin

@Gary Novosielski - apologies, meant to say the 2nd paragraph first sentence . . . it states, "special meeting OR when other (ie meeting) required by . . ." The Annual Meeting is required by the statute and Bylaws. It states "OR" other required . . . hence, required meeting by statute or Bylaws requires the notice to state the purpose(s) just like a "special meeting." Think we are spiraling over the road kill but not getting too close to clean it because the Bylaws stink. @Rob Elsman - agree. They won't put the board election on the Annual Meeting notice as required.

Thank you all. The first sentence of the first paragraph states, "special meetings or when other required by statute or these Bylaws the purpose or purposes for which the meeting . . . be stated in the notice " The Annual Meeting is a required by statute or Bylaws. An HOA Board does not have an executive board members - the Board's duties per Bylaws is to coordinate and chair the Annual, special, etc. meetings. Unfortunately the HOA management company is just a puppet for the Board - which in itself a whole other can of cr_p. And the Board has refused to retain an attorney for the Association. I do have the Robert's Rules of Order Newly Revised (12th ed.), yesterday fresh from Amazon. But don't have the time to manifest myself to be an expert for tonight's meeting. I appreciate @Josh Martin for the direction and all for the insights - So the alternative word "OR" and that the Annual Meeting is required by statute and Bylaws - is the Assembly or Board free to amend the agenda.

Within Bylaws Article II - Membership, Meetings, Voting: "5. Notice of Meetings: Written or printed notice stating the place, day, and hour of any meeting of the Members shall be delivered, either personally or by mail to each Member entitled to vote at such meeting, not less than ten(10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President or the Secretary of the Association ("Secretary") or the officers or persons calling the meeting. In the case of a special meeting or when other required by statute or these Bylaws [SIDE NOTE: Bylaws & state statute require at least 1 annual meeting/year.], the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at the special meeting except as stated in the notice." Per § 47F‑3‑108. Meetings. "(a) A meeting of the association shall be held at least once each year. Special meetings of the association may be called by the president, a majority of the executive board, or by lot owners having ten percent (10%), or any lower percentage specified in the bylaws, of the votes in the association. Not less than 10 nor more than 60 days in advance of any meeting, the secretary or other officer specified in the bylaws shall cause notice to be hand‑delivered or sent prepaid by United States mail to the mailing address of each lot or to any other mailing address designated in writing by the lot owner, or sent by electronic means, including by electronic mail over the Internet, to an electronic mailing address designated in writing by the lot owner. The notice of any meeting shall state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer." Regarding Financials: Within Bylaws Article III Board of Directors: Number, Powers, Meetings under Accounts & Reports: "(g) an annual report consisting of at least the following shall be distributed to all Members within seventy-five (75) days after the close of each fiscal year: (1) a balance sheet, (2) an operating (income) statement; and (3) a statement of changes in financial position for the fiscal year . . . " Above has nothing to do with RONR, but the background seems to be of importance for guidance to be given in context of how to address per RONR rules during the actual rescheduled meeting because our Bylaws references that meetings are to be conducted by RONR protocols. The crux of 62:2-15 (Remedies for Abuse of Authority by the Chair in a Meeting) is the Board's refusal to conduct the Board election annually (The term of the Board is only 1 year). I attempted to motion this issue in the initial annual meeting but the Board claimed they did not start the meeting then terminated it because a quorum was not present then rescheduled the meeting.

@Gary Novosielski please expand . . .scenario #2 office appointed by the board, if the person resigns, board accepts resignation then appoints another board member to replace the vacant office - does the person still remain on the board and have ex-officio status until the next formal board election?

The meeting notice and agenda did not list actionable items for members' approval. Nor did it properly provide proxy or voting forms with instructions within the 10-day requirement. The Board is refusing to conduct the annual board election (which it acknowledged that it is required to be exercised during the annual meeting). Instead, now they are using the rescheduled annual meeting (it was rescheduled due to low attendance of the initial date) to ratify the budget without a quorum (they can do per state 47F statutes if properly disclosed on the notice (which was not))). In addition, the board has yet to provide 2023 financials of how $$ were spent to fully review the Association's financial health. I am new to formal meeting protocols and needing guidance on the proper way to address/correct the Board's noncompliance to RONRIB, Bylaws and state guidelines.

I agree. The context of the Bylaws, as a whole, with the state's statute would be the best HOA guidance rather than just on Robert's Rules. Things become very convoluted if one is relying on just one guideline to usurp another guideline - best to take a step back and look how the rules intertwine and what is applicable to the situation to keep civility. 😉

Hi ACC, I empathize with your situation. The purpose and gratefulness of finding this forum are due to HOA conflicts/contradictions of the Board's management of my HOA. Generally, most of HOA CCSRs and Bylaws refer to Robert's Rule for guidance of how a meeting is to be conducted. However, Robert's Rule refers to the Declaration/Bylaws as the highest rule of authority to conduct a meeting. I'm not an attorney, but I interpret that the key to the 20% is required for the members present PLUS a majority of the directors shall constitute a quorum for the "transaction of business." of the scheduled meeting (you don't have a quorum if only 2 of 5 Board members are present). However, based on your Declaration (or CCSR), if "a larger quorum is required by the Declaration" (usually for votes to amend a Declaration or Bylaws or ousting a Board member, etc.) then >51% members + majority of the directors need to be present to constitute a quorum. For additional guidance, become familiar with your state's guidelines which is based on the date of your Association's Declaration and Bylaws formation/filing (either §GS, §47A through §47F statutes). Hope that helps you further. . .

JJ & LMsrber - think your inquiry relates to a topic "Actionable Item needing members vote" discussion feed that I posted yesterday . . .

Thanks Josh Martin AND everyone - greatly appreciate all insights as I navigate through. This is an annual meeting of members of an HOA (filed as a non-profit organization). RONRIB (3rd ed.) pg. 85 states, "In the majority of groups, the highest level of rules in contained in a document of the organization called the bylaws." pg 86 states, "The activity of an organization must be conducted in compliance with its bylaws, and a main motion that violates them is not in order."