New Secretary

Thank you for distiguishing between the two types of meetings. If bylaws make no mention of "regular" meetings, would we be allowed to call and conduct same? The bylaws mention "Annual" and "Special" meetings for full membership meetings and only mentions "Annual" meetings for the executive board--although for the executive board, the bylaws provide: " . . .the E/B shall meet at meet three times each fiscal year (in addition to the annual meeting of the E/B), unless all members of the E/B waive such requirements as to a particular meeting or meetings." I assume that the bylaws anticipate quarterly meetings??? Note that one of our E/B members often refuses to participate and often fails to even acknowledge communications. It is all-in-all a tough spot for us.

Thank you both. Actually, we are a dysfunctional, very small, condominium association association. The very thin gene pool is 15 individuals, 6 of whom are over 75 years old and unable or unwilling to participate beyond giving proxies when unable to attend meetings, and 2 more of whom have been opposing the association in court for 6-plus years. I have recently returned to the board after a 6-year absence with at least a 3/4-hearted agreement from one of the other 2 board members to go along with attempts to do things "right", so long as I do the vast majority of the work. So---"No", past boards have followed little to none of the niceties of RONR, as "We are not General Motors", and "We are too small to bother with that sort of thing." I think I will go with "Special", as we really have no "Regular" meetings. We meet when there is some change to decide upon, or to deal with budget matters or the litigation.

Folks, Should there be any particular designation on notices/agenda/minutes of an Executive Board, non-annual meeting of a condominium association? The bylaws refer to the "Annual Meeting", at which meeting the board elects its officers for the year, and which meeting must be held within ten days of the Annual Meeting of the full membership--at which membership meeting the expiring board member position is filled. The bylaws refer to other e-board meetings simply as "meetings". For full membership meetings, the bylaws refer to the "Annual Meeting" and to other membership meetings as "Special Meetings". So, for Executive Board meetings--"Regular Meeting"? "Special Meeting" Simply, "Meeting"? Something else? Thank you.

Every time I see more of the generous advice and comments of this forum, I re-read things a little more carefully. The president is to preside at all meetings of "either body at which he is in attendance" -- the context being of the executive board, and/or of the full membership. If he is absent, the "senior officer" shall preside. If no officer, then "the body holding the meeting shall elect a person to preside." The duties of the secretary indicate that in the absence of the president he shall "exercise the powers and perform the duties of the President". Our 3-person board has a reluctant president who has agreed to serve on the board because nobody else will, and who wanted to be president because he is time-constrained and believes that that office will take the smallest amount of time and effort. He does not yet feel comfortable presiding. I am now the secretary and the treasurer. Our third board member threatens to resign but does not, and it is unclear if she will be participating--but it obviously makes things even more difficult than they already are.

Another question comes to mind. Our bylaws indicate that the president shall preside at all meetings at which he or she is present, and if not present, then by the senior officer present, and if no officer is present, then by any member of the body. This could not be an issue with the 3-person board, as if no officer is present, then there is no quorum. (Non-board member owners are by statute required to be noticed on all board meetings, and required to be allowed to attend--but neither to speak or vote.) But as to a membership meeting, if the president is present but refuses to preside, would it be the case that the body is constrained to choose a presiding officer only from among other officers present? As I presently sit as secretary and treasurer, the president and I are the only two officers of the group. The third board member holds no office. Do these facts add anything to the analysis?

As I see it now, the only potential problem re: who presides is at the membership meetings. At the board meetings, with a 3-person board, we are covered. As our bylaws provide that the secretary presides at both board and membership meetings if the president is absent, what are the ramifications of a president in attendance who refuses to preside? Do you think it would be a requirement for the voting body to choose a replacement? Or might the bylaw provision that the secretary presides in the president's absence be "stretchable" to include presiding in the case of a refusal? We have no vice-president on our 3-person executive board.

Thank you all. I suspect that the president will "come around" and be willing and able to chair. The issue at this moment seems to be how new he is--both to RONR issues generally, and to our group. He and his wife just became owners within the past year, having taken a deed from the wife's widowed father. The 85-year-old father remains in the seasonal unit under a life estate, but the president only came to the board last week at the 2nd meeting that he and his wife had attended. While they had been vaguely aware that we had "issues", they had only just very recently experienced them in any real way for the first time. Nobody else would agree to serve. I took the final year of a resigning boar member, pledging to resign if we did not "shape up" in reasonable ways--such as by having a second board member would would at least agree to have meetings, attend them, and make a reasonable effort.

Re: 3 or 4 previous responses: For full membership meetings, we will never likely have all 15 individual owners of the 9 units together due to health and age issues of some individuals; and due to the nature of the 2 litigants, some owners will never attend, nor do the litigants seem capable of reason. It is suggested that there may be "health issues" there as well. The bylaws provide that the secretary presides if the president is absent. The comment about the absent board member "not calling in" refers to the bylaw provision that a board member can participate in board meetings by tele-conferance. We are a 9-unit condominium complex with a 3-person executive board. At a board meeting, it would always be easy to suspend the rules as the president and myself would constitute a majority (2/3)of the board, and while the condo statute provides that all non-board member owners are allowed to attend board meetings, they are not allowed to vote, nor to speak unless the board allows same. But a full membership meeting could be troublesome re: suspension of the rules, depending on how many unit-owners attend. The owners tend to be good about at least providing proxies if they cannot attend, specifically to protect against mischief by the litigants. But still, not always certain. Query: What is the procedure if , 1) the president is not present at the start of a meeting, 2) the secretary calls the meeting to order, and, 3) the president then arrives, late? Would the gavel automatically then need to be passed to the president?

I agree with what you write, except for the "unacceptable" part. Please read the following, which I wrote as prelude to some forum questions I posted a few days ago. (bad situation all around) " After a six year "sabbatical" from the Board of our generally dysfunctional 9-unit mostly seasonal condominium association, I am again a board member. When I agreed to step up, I made it plain that if we did not at least make a good-faith effort to follow our governing instruments and experience reasonable success in the effort, I would resign. No small threat, as our nine units have only fifteen individual owners, as follows -- two have just left the 3-person board, the third member is threatening to resign, five are in their late 70s and 80s and in various states of old-age-related health, and two are litigants against the association in a 6+ year ongoing legal feud. That leaves three persons available to serve should our third member resign. Two of those three are spouses of the two newly-elected members, which, while not contrary to our bylaws, would not be optimal. " In short, the new president is all we have right now. We just organized ourselves yesterday, with 2 of us present. Our bylaws do not allow for the president to hold any other office, and that is the office he was willing to fill. The fact of the matter is, if I resign, there is a strong chance that the bills will not be paid, our utilities shut off, etc. The former board left us with just enough money to pay the expected bills through December 31, but only if everybody fully pays and nobody pays late. It is untenable as you say, but I am doing the best that I can figure out to do. We are in the process of retaining a management firm. They agreed to be retained should we vote to do so, notwithstanding the board meeting yesterday at which the litigants acted out and all but threatened the firm that they risked becoming involved in the litigation if they allowed us to "join up" with them. As of now, they are stilling willing to give us a shot. We got in a Special Assessment at the meeting, and hopefully most will pay, although one is very unlikely to.

In the meeting minutes of a 3-person board, is it proper for the minutes to say "member C was absent and did not call in", or is the same simply presumed if member C is not listed as in attendance?

The three-person executive board of our 9-unit dysfunctional condominium association just had its annual meeting. Our 3rd member, who threatens to resign but fails to so, neither attended the meeting nor called in. My colleague at the meeting does not wish to be on the board but agreed because nobody else would step up He agreed to be president becasue he has neither the time nor the inclination to be treasurer or secretary. I am now the treasurer and the secretary, as our bylaws allow. Both offices were vacant at the start of the meeting due to a resignation and an expired term. As no president was in office at its call to order, I chaired the meeting by acclimation and remained in the chair throughout. The newly-elected president does not feel capable of chairing future meetings, nor does he care to do so in any event. Can someone suggest a process, if any is available, for myself to chair each meeting going forward? Also, when sending out communications to members regarding budgets, monthly assessments and the like, should I sign same as treasure or as secretary? Our board has historically had all financial communications sent signed and sent by the treasurer--although I have never thought it correct. Thanks.

Thanks Josh. I'm getting there.

Thank you. I have plowed through the some of the material and come to at least partially understand that what many put on an "agenda" should really just be part of the notice. I always thought that notice was just time and place and matters to be discussed were part of an agenda.

it seems counter-intuitive. One might think that it should be more difficult--not less-- to pass something with no notice. Special rule of order aside, can we provide at a full membership meeting that the minutes for that meeting be subject to approval by a board meeting? If so, what vote would be required? Would the matter have to have been included in the notice and agenda for that meeting? As for the annual membership meeting we just held, can we provide at the soon-to-be-held special meeting that those minutes for the prior meeting be subject to board approval? If so, again, would the matter need to be on the special meeting's agenda? Note that our bylaws provide for two types of membership meetings--the annual meeting, at which a board member term expires and a replacement is elected (and whatever else is places on the agenda). All other membership meetings are at the call of the president and are referred to as special meetings. Same general notice and agenda requirements.

Thank you both. Am I to understand that a special rule of order allowing for the executive board to approve minutes of entire membership meetings can be passed if a vote of more than 50% of the total membership votes for it, or if 2/3 of those present at a properly noticed meeting vote for it? This issue is relevant as one unit owns more than 33%, with the other 8 units owning 7% to 9% each. Because of the personalities presently involved, it has long been impossible for us to do anything that requires a 2/3 vote. But a 50% +1 vote is fairly easy as the owners are good about giving proxies when they cannot attend. The comments re: small board rules are what I expected, but positive reinforcement is helpful.

After a six year "sabbatical" from the Board of our generally dysfunctional 9-unit mostly seasonal condominium association, I am again a board member. When I agreed to step up, I made it plain that if we did not at least make a good-faith effort to follow our governing instruments and experience reasonable success in the effort, I would resign. No small threat, as our nine units have only fifteen individual owners, as follows -- two have just left the 3-person board, the third member is threatening to resign, five are in their late 70s and 80s and in various states of old-age-related health, and two are litigants against the association in a 6+ year ongoing legal feud. That leaves three persons available to serve should our third member resign. Two of those three are spouses of the two newly-elected members, which, while not contrary to our bylaws, would not be optimal. (Thank you for your patience.) My first question regards approval of minutes. The association has typically only had its Annual Meeting. The long-serving Secretary (threatening to resign and unlikely to remain as secretary when we organize ourselves in a couple of days) has sent out minutes 11 months after the meeting, along with the Notice and Agenda for the following year's meeting. The minutes have often been considered inaccurate, and I believe they have usually been in improper format, containing all sorts of gossipy , irrelevant information. The lagging time frame and irrelevant information likley contributes to the problem. We typically have all sorts of corrections made, which, of course, often leads to disagreements THE FOLLOWING year, when the corrected minutes are sent out and discussed again. I read that when the next regular business session is not to be held within a quarterly time interval, an executive board "should be authorized to approve the minutes". Can someone suggest to me what procedures should occur to allow for an executive board to approve minutes of a meeting of the full association? Can executive board action alone provide for this? Also, can such approval, if made, be made to allow for the approval of ALL minutes, irrespective of the "quarterly time interval" standard? In another matter, I would appreciate any thoughts and considerations about the usefulness (or not), "advisedness" (or not) and propriety (or not) of making our full association meetings subject to the "small board" rules. With nine units and fifteen owners, we rarely have more than ten or twelve individuals present for a meeting. Thank you.

The Non-Profit Corporation Act does in fact cover the matter fairly specifically, and the Condominium Act indicates provides that such associations must qualify as non-profit corporations, subject to that Act. Thanks again.

Our condominium bylaws state that at a certain point in time (long past-at the annual meeting whereby the "declarant" turns over board control to the owners), all three board members must resign and elections held to replace them. Highest "vote-getter" serves until the 3rd annual meeting hence, 2nd vote-getter serves until the 2nd annual meeting sense, and 3rd vote-getter serves until the next annual meeting. Bylaws then provide: "Thereafter, each member of the Executive Board shall be elected for a term of three years." Note that other drafting in our governing instruments have been accepted to be somewhat less than optimal in some areas. (late edit) Note that another member has just now informed me that the relevant Non-Profit Corp. Statute provides the answer. I have not referred to it yet, but will do so shortly. Perhaps our issue is solved. It was clear who was elected to which opening. Thanks for info to date.

Greetings, Two members of our three-person condominium executive board were replaced at an annual meeting of the full association. Member A was elected to replace a member whose three-year term was ending and who chose to not seek re-election. Member B was elected to replace a member who had sold her condominium the day before the meeting and was therefore no longer eligible to serve. The person no longer eligible to serve was ending the first year of what was to have been a three--year term. Member B now claims to have been eligible for a full three-year term, as there is no specific language stating that the term for a member filling a vacancy is not in fact a "new", full, three-year term. Are our bylaws deficient in their language, or is there something in RONR that covers? I have always assumed that when such a vacancy occurs, the term of the vacant office remains unchanged, and that the replacement person only finished the remainder of the term--but now it has been questioned. Any thoughts appreciated.