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Guest ROBERTL

SPECIAL MEETING TO AMEND BY-LAWS

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Guest ROBERTL

WE HELD A SPECIAL MEETING TO AMEND THE BY-LAWS. THERE WAS A QUORUM, BUT NOT ENOUGH VOTES TO APPROVE THE AMENDMENT. CAN THE BOARD CONTINUE GETTING VOTES BETWEEN MEETINGS AND COUNT THOSE VOTES AS VALID AT THE NEXT MEETING?

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WE HELD A SPECIAL MEETING TO AMEND THE BY-LAWS. THERE WAS A QUORUM, BUT NOT ENOUGH VOTES TO APPROVE THE AMENDMENT. CAN THE BOARD CONTINUE GETTING VOTES BETWEEN MEETINGS AND COUNT THOSE VOTES AS VALID AT THE NEXT MEETING?

If the bylaw amendment did not receive enough votes to adopt it, then it was defeated. It can be made again at following meetings provided the procedure (which should be) outlined in your bylaws for amendment is followed, including giving notice.

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Guest Edgar

WE HELD A SPECIAL MEETING TO AMEND THE BY-LAWS . . .

It's been a while since we've had an ALL CAPS post. I was almost missing them.

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Guest ROBERTL

REGARDING THIS SAME MEETING. OUR BY-LAWS REQUIRE A QUORUM OF 25% OF THE MEMBERSHIP FOR A QUORUM AT A SPECIAL MEETING. HOWEVER, SINCE A 2/3 VOTE OF THE ENTIRE MEMBERSHIP IS REQUIRED TO APPROVE SUCH AN AMENDMENT, WOULDN'T THE REQUIRED QUORUM HAVE TO BE 2/3 OF THE ENTIRE MEMBERSHIP?

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REGARDING THIS SAME MEETING. OUR BY-LAWS REQUIRE A QUORUM OF 25% OF THE MEMBERSHIP FOR A QUORUM AT A SPECIAL MEETING. HOWEVER, SINCE A 2/3 VOTE OF THE ENTIRE MEMBERSHIP IS REQUIRED TO APPROVE SUCH AN AMENDMENT, WOULDN'T THE REQUIRED QUORUM HAVE TO BE 2/3 OF THE ENTIRE MEMBERSHIP?

No. The quorum required by your bylaws to conduct business and the vote required to adopt certain motions are different concepts.

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REGARDING THIS SAME MEETING. OUR BY-LAWS REQUIRE A QUORUM OF 25% OF THE MEMBERSHIP FOR A QUORUM AT A SPECIAL MEETING. HOWEVER, SINCE A 2/3 VOTE OF THE ENTIRE MEMBERSHIP IS REQUIRED TO APPROVE SUCH AN AMENDMENT, WOULDN'T THE REQUIRED QUORUM HAVE TO BE 2/3 OF THE ENTIRE MEMBERSHIP?

Was at least 2/3 of the entire membership present at the meeting?

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Guest Guest

Was at least 2/3 of the entire membership present at the meeting?

NO, THEY WERE NOT.

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Was at least 2/3 of the entire membership present at the meeting?

NO, THEY WERE NOT.

This puts me in mind of this thread from last year. Since there were not enough members present to adopt the motion, would it have been out of order to bring it before the assembly?

Edited by David A Foulkes

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I would say it's in order, because the motion (all else being equal) is still disposed of, if voted down due to lack of enough votes to pass. Other wise, how far away are we from saying a motion can be ruled out of order due to only a snowball's chance in hell of passing??

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Guest WHammons

Our HOA recently had their annual meeting to vote on new board members and amend the bylaws. Prio to the meeting and due to a situation a few board members dicided to amend the by laws without having a meeting of the members or a special called meeting so the board members didn't vote on it. The President sent an e-mail to the members of the board attaching a copy of the Presidents letter explaining the events of the year and of the amendment to the by laws the members would be voting on. In the letter and on the ballot there was a decision of 4 of the 5 board member to present this amendment to the by laws. The topic to be voted on sent in the e-mail was a complete surprise to 1 board member as they were not informed of this amendment to the by laws as it applied to that board member and any future board members. There was not a meeting where this topic was discussed or was it vote on, so it is not in any minutes showing the board had voted on this to place it before the members for a vote. Was this a legal act. I thought there had to be a meeting of the members with a discussion and then voted on before it could be presented to the members for a vote.

Also, at the annual meeting the way the amendment was worded the members were confused as how to vote. The President and Vice President has a hard time explaining it to the members. The wording made it look like if you voted Yes it was No and if you vote No it was yes. Very confusion and unfortunatly it passed.

This is a long topic but I need an answer as if it was legal and what can be done.

Thanks

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Our HOA recently had their annual meeting to vote on new board members and amend the bylaws. Prio to the meeting and due to a situation a few ..

Please start a new thread (use the 'start new topic' button) for your new question. Your question is really sufficiently different from ROBERTL's question (the discussion of which hasn't even been wrapped up that) that it needs its own thread.

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Guest ROBERTL

If the bylaw amendment did not receive enough votes to adopt it, then it was defeated. It can be made again at following meetings provided the procedure (which should be) outlined in your bylaws for amendment is followed, including giving notice.

WHAT AUTHORITY CAN I QUOTE TO THE BOARD TO DEFEND THAT POSITION?

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WHAT AUTHORITY CAN I QUOTE TO THE BOARD TO DEFEND THAT POSITION?

The problem with this request is that the board's position (believing that the vote on the motion is still in limbo, and therefore continuing to collect 'votes' after the meeting is over) is the outlandish one. It is difficult to find exact on-target quotes forbidding every kooky idea that people can come up with. That being said, stay tuned, and I'm sure we can manage to dredge up some relevant citations.

Here's one:

'it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting' (RONR 11th ed. p. 263 ll. 18-22)

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First off, would you mind turning your caps lock off? Using all caps in a forum such is this is the equivalent of SHOUTING!!!! And I read you "loud" and clear.

What authority? Tell 'em I said so.

Okay, seriously.... how about asking them to show you where it says they can keep accumulating votes outside of a meeting? That's gonna be one bizarre rule that supports that position. Then, while they're shuffling around ahem-ing and looking back and forth between them, you can open your RONR 11th Edition to page 4, starting at line 3 and going to line 9. Also, page 5 line 3 to 9 as well. (You'll want to look at this first, though, just to be prepared)

You see, business takes place at a "regular or properly called meeting....when the necessary minimum number of members, known as a quorum, is present." (extracted from both citations.

When there's no meeting going on, there are no members present, no quorum present, so there's no business going on either.

You'll also want to read over Section 44 where variation on the standard majority vote are discussed and explained, including a 2/3 vote of the entire membership.

And your leadership should know all this, so either they don't (and you should consider getting some new people in there, or getting them some education) or they do but are disregarding the rules (in which case you should consider getting some new people in there, or..... nah, that's all).

Edited by David A Foulkes

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Guest ROBERTLNY

First off, would you mind turning your caps lock off? Using all caps in a forum such is this is the equivalent of SHOUTING!!!! And I read you "loud" and clear.

What authority? Tell 'em I said so.

Okay, seriously.... how about asking them to show you where it says they can keep accumulating votes outside of a meeting? That's gonna be one bizarre rule that supports that position. Then, while they're shuffling around ahem-ing and looking back and forth between them, you can open your RONR 11th Edition to page 4, starting at line 3 and going to line 9. Also, page 5 line 3 to 9 as well. (You'll want to look at this first, though, just to be prepared)

You see, business takes place at a "regular or properly called meeting....when the necessary minimum number of members, known as a quorum, is present." (extracted from both citations.

When there's no meeting going on, there are no members present, no quorum present, so there's no business going on either.

You'll also want to read over Section 44 where variation on the standard majority vote are discussed and explained, including a 2/3 vote of the entire membership.

And your leadership should know all this, so either they don't (and you should consider getting some new people in there, or getting them some education) or they do but are disregarding the rules (in which case you should consider getting some new people in there, or..... nah, that's all).

Can the meeting be adjourned to another date after a quorum has been established and the voting has started, when the required amount of votes to approve has not been attained?

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Guest ROBERTL

First off, would you mind turning your caps lock off? Using all caps in a forum such is this is the equivalent of SHOUTING!!!! And I read you "loud" and clear.

What authority? Tell 'em I said so.

Okay, seriously.... how about asking them to show you where it says they can keep accumulating votes outside of a meeting? That's gonna be one bizarre rule that supports that position. Then, while they're shuffling around ahem-ing and looking back and forth between them, you can open your RONR 11th Edition to page 4, starting at line 3 and going to line 9. Also, page 5 line 3 to 9 as well. (You'll want to look at this first, though, just to be prepared)

You see, business takes place at a "regular or properly called meeting....when the necessary minimum number of members, known as a quorum, is present." (extracted from both citations.

When there's no meeting going on, there are no members present, no quorum present, so there's no business going on either.

You'll also want to read over Section 44 where variation on the standard majority vote are discussed and explained, including a 2/3 vote of the entire membership.

And your leadership should know all this, so either they don't (and you should consider getting some new people in there, or getting them some education) or they do but are disregarding the rules (in which case you should consider getting some new people in there, or..... nah, that's all).

The following is a quote from the meeting minutes of the above referenced meeting - "A motion was made by the floor and seconded to adjourn the Special Meeting to March 28, 2012 and to continue the collection of ballots/proxies and to re-open the meeting and tabulate the votes at a time when enough votes have been received. The majority of owners in attendance approved the adjournment of the meeting at 8:40pm." What are your thoughts on this action by the board?

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