Proxies

[Guest Vernell Thompson]

Our HOA board wants to change the by-law, which states that proxy voting is admissible, to the following:

"All votes of the general membership will be by written ballot only, as published 15 days in advance of any general or special membership meeting. Matters considered for membership vote shall be included on the ballot when submitted by 10/1 and approved by a majority of the Board of Directors, or as submitted by membership petition with the valid signature of twenty HOA members in good standing."

A little background: the collection of assessments in our HOA has been hit or miss at best, in the 30+ years of operation. Invoices are mailed by April 1, due by 4/30 and delinquent if not paid within 30 days, This by-law also provides for interest to be charged, then foreclosure and the payment of attorney's fees, etc.

In 2010 one family didn't pay their dues on time because the invoice was misplaced and also because of miscommunication between the husband and wife. According to the Board, there were multiple attempts to collect the money; according to the homeowner, there were 2 attempts and the invoice was paid immediately after the 2nd attempt (in July). When the Board received the check, they immediately turned it over to the attorney, who then billed the homeowner for his services for collecting the money. The homeowner paid the invoice in full upon receipt.

Several months later, at the general meeting, a motion was made, seconded and approved to return the money to the homeowner. This owner had been on the Board's bad side for a couple of years for her outspoken criticism of some members of the Board. Because of the Board's record of looking the other way when their favored neighbors have been late paying their dues, it was felt that this particular owner was treated differently because of her history with some of the long time members of the Board.

The Board then want to the attorney, who told them that they were correct in their assessment and they did not have to give the money back.

The above amendment change has been proposed so that no one is 'blind-sided'. To some of us, this change is the Board's way of controlling what is discussed at the only general meeting we have each year.

Can they, by Robert's Rules, legally do this?

Thank you for your assistance.

[jstackpo]

Check the exact text of your Bylaws (or "Constitution" or other governing documents) in the "amendments" article.

It is very unusual for the Board to have the power to amend bylaws; commonly that is (one of the few rights) reserved to the full membership in HOAs (and condos, and co-ops).

RONR doesn't say "They can't do that!" but your own rules may very well say so.

[Guest vernell Thompson]

Check the exact text of your Bylaws (or "Constitution" or other governing documents) in the "amendments" article.

It is very unusual for the Board to have the power to amend bylaws; commonly that is (one of the few rights) reserved to the full membership in HOAs (and condos, and co-ops).

RONR doesn't say "They can't do that!" but your own rules may very well say so.

Thanks for your information, Mr. Stackpole. I should have been more clear: these are proposed by-law amendments but we are told that it can be only an up or down vote with no changes. Changing the proposed amendment would trigger the stated 15 day notification period. You are right, the by-laws state that an amendment can be approved only by the membership.

Another proposed amendment concerns voting. The current by-law states that "each member can vote, either in person or by proxy..proxies shall be in writing and filed with the secretary. Every proxy is revocable and shall automatically cease upon conveyance by the member of his lot, at the adjournment of the meeting that the proxy was issuyed for or the suspension or loss of the member's voting rights"

The proposed amendment says "All votes of the general membership will be by written ballot only, as published 15 days in advance of any general or special membership meeting. Matters considered for membership vote shall be included on the ballot when submitted by October 1 and approved by a majority of the Board of Directors, or as submitted by membership petition with the valid signature of twenty members in good standing"

Preliminary plans for verifying the ballots and counting the vote are: The ballots have to be submitted at the meeting; they must be sealed and the name of the owner written across the 'seal'. After the meeting, the committee confirms that only ONE ballot per houshold has been received. After the verification, the ballots will be opened and immediately separated from the envelope/identity and results tabulated. The details will be worked out after the amendment is approved at a special called meeting on 8/29. Then they will prepare the ballots and have them ready to send out by October 1.

Another proposed amendment has to do with election of the Board: Currently: Nominations for the election of the BOD and the Association Officers shall be made from the floor at an annual meeting. and 2) Election to the Board may be made by majority vote of members who are entitled to vote, in good standing, and at attendance, either in person or by proxy, at the annual meeting.

Proposed: Nominations for the election of the Board of Directors and the Association Officers shall be made in writing and delivered to the secretary of the association no later than October 1 of each year and submitted by the nominee. 2) Election to the Board is made by majority vote of members who are entitled to vote, in good standing, by verified ballot at the annual meeting.

I can't find anything in ROR that precludes these proposed changes, but I haven't done a lot of research on the topic yet. Any information will be very helpful.

Vernell

Vernell

[Guest Guest]

I see there are 2 replies to my posting. How do I access them? Thanks

[jstackpo]

#2 is your 4:51 note and the third and fourth are your 8:58 note and this note.

I'll try to respond your 4:51 remarks later on, probably tomorrow.