Guest Bob Murphy Posted May 26, 2012 at 12:57 PM Report Share Posted May 26, 2012 at 12:57 PM A few board members unhappy with our current COA management company conducted a search on their own for a new company.New company made presentation at April Board Meeting. No proposal presented to entire board prior to that time.One unhappy board member made a motion to switch management companies to the new company and motion was adopted / majority vote, the unhappy board members. Minority vote of board members are happy with current company.New company presented proposed management agreement to Board. Board requested the new company's proof of insurance.After reviewing the proposed agreement and binder of insurance provided, red flags started to reveal themselves that merited further investigation.The COA attorney reviewed the proposed agreement and advised the business named in the proposed agreement is not registered to do business in our State, is not licensed as a community manager business with our State, and is not a named insured on the certificate of insurance provided. He also noted the agreement is heavily weighted in favored of the new company and has suggested language to protect the COA, more red flags.Our COA president is planning on rescinding the adopted motion, but I found in an internet search a State Association of Parliamentarians tip site stated that if a motion results in a contract and the other party has been informed of the vote, the motion cannot be rescinded. What does "results in a contract mean"? proposed contract? signed contract?If the motion to switch to the new company was adopted and now after further review this is not a business the COA should be doing business with legally, what is the proper action to be taken by the Board to discontinue down this path? Link to comment Share on other sites More sharing options...
jstackpo Posted May 26, 2012 at 01:01 PM Report Share Posted May 26, 2012 at 01:01 PM This is probably a legal question, not a parliamentary one, but if no (legally binding) contract has been signed, it would seem that the adopted motion has not (yet) been carried out and can be rescinded.But double check with your lawyer -- I sure ain't one. Link to comment Share on other sites More sharing options...
Trina Posted May 26, 2012 at 01:23 PM Report Share Posted May 26, 2012 at 01:23 PM It seems to me that if the contract hasn't been signed, either party is still free to opt out. An individual would just say, "I changed my mind." An assembly changes its mind by rescinding the previously adopted motion. I don't see why legal advice would be needed at this point, but I'm probably missing something...However, since your organization apparently has an attorney, asking the attorney's opinion (as Dr. Stackpole suggests) shouldn't be too difficult.Although you said:"Our COA president is planning on rescinding the adopted motion,"I assume you mean that the Board will consider rescinding the motion (the president doesn't have authority to rescind a motion adopted by the assembly, under the rules in RONR). Link to comment Share on other sites More sharing options...
Guest Bob Murphy Posted May 26, 2012 at 02:00 PM Report Share Posted May 26, 2012 at 02:00 PM Thank you both for your responses.Dr. Stackpole: The legal opinion was recently received and distributed to the Board Members for review. If I understand your comment, since the contract has not been executed, rescision is the proper action at this juncture.Trina: Yes, you are correct. The course of action the President is planning is by a motion to rescind the previously adopted motion.Thanks again! You both ave been very helpful and hope you enjoy your holiday weekend. Link to comment Share on other sites More sharing options...
J. J. Posted May 26, 2012 at 05:25 PM Report Share Posted May 26, 2012 at 05:25 PM Thank you both for your responses.Dr. Stackpole: The legal opinion was recently received and distributed to the Board Members for review. If I understand your comment, since the contract has not been executed, rescision is the proper action at this juncture.Trina: Yes, you are correct. The course of action the President is planning is by a motion to rescind the previously adopted motion.Thanks again! You both ave been very helpful and hope you enjoy your holiday weekend.This might help, but what exactly was the motion that the board adopted regarding this?Further, note that there is no prohibition in RONR that would prevent an organization from rescinding a contract (see p. 308). That applies to a different motion, Reconsider (p. 319, d.).While there is no procedural prohibition on rescinding a contract, there may be legal liability for doing so. I would suggest that you consult with an attorney if you plan to do so. Link to comment Share on other sites More sharing options...
Guest Bob Murphy Posted June 17, 2012 at 04:54 AM Report Share Posted June 17, 2012 at 04:54 AM Thank you all for your comments. I apologize for not responding sooner, but we thought this was a dead issue but realize action does need to be taken to end it once & for all.The Motion made, seconded, and carried was to switch management companies to "Blank" Management Company.A contract has not been executed, and a search committee of non-board members has now been appointed to seek out and then present prospective management companies for the Board's consideration.We are currently without a management company because the previously one was notified prematurely of the change.What would you suggest as the wording for the motion to kill this issue? Would this be appropriate: "Motion to rescind the previously adopted motion to switch management companies to "Blank" Management Company, and the management search committee to present prospective management companies at the October Board Meeting for the Board's consideration."Many thanks! Link to comment Share on other sites More sharing options...
jstackpo Posted June 17, 2012 at 06:56 AM Report Share Posted June 17, 2012 at 06:56 AM Your phrasing is just (about) fine. You might propose and adopt two motions for clarity: one to rescind the switch to "Blank", the second to tell the search committee to find another company. Link to comment Share on other sites More sharing options...
Guest Bob Murphy Posted June 17, 2012 at 01:03 PM Report Share Posted June 17, 2012 at 01:03 PM Thank you so much, Dr. Stackpole, for your time! This RONR Discussion Forum is a great resource and really helped out during a very trying time. Have a great day! Link to comment Share on other sites More sharing options...
jstackpo Posted June 17, 2012 at 01:13 PM Report Share Posted June 17, 2012 at 01:13 PM Looking back at post #6 you may not need the second motion. From what you said in #6 that committee is already established and appointed. Just ask them what is taking so long... Link to comment Share on other sites More sharing options...
Guest Bob Murphy Posted June 17, 2012 at 06:35 PM Report Share Posted June 17, 2012 at 06:35 PM Thank you, Dr. Stackpole, for your input. The search committee was appointed recently by the association's President (as she has the authority to do based on our Bylaws) after it was discovered during contract negotiations "Blank" Company's credentials and proposed contract were subpar.Now the search will be done correctly and thoroughly by offering multiple management companies to bid on the services needed and their credentials checked before presentation to the Board for its consideration.The reason the October Meeting is mentioned in Post #6 is we are located in Florida, and 3 out of the 7 directors live up North during the summer months. They will not return to their winter homes in Florida until that time to participate in the interviewing of potential replacement companies. Thank you again! Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted June 17, 2012 at 06:54 PM Report Share Posted June 17, 2012 at 06:54 PM What's a COA?(acronymfinder.com proves to be amusing but not helpful in this instance. Conchologists of America? Concertgebauw Orchestra of Amsterdam? -- in Florida?)(2 tries) Link to comment Share on other sites More sharing options...
Guest Bob Murphy Posted June 17, 2012 at 07:19 PM Report Share Posted June 17, 2012 at 07:19 PM Nancy N., I apologize for using the commonly used acronym of our community. COA = Condo Owners Association Link to comment Share on other sites More sharing options...
jstackpo Posted June 17, 2012 at 07:30 PM Report Share Posted June 17, 2012 at 07:30 PM (2 tries)Oh come on, Nancy N. Bite the bullet and register/log in -- then we can send you private mail messages via the internal mail system here... Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 17, 2012 at 08:37 PM Report Share Posted June 17, 2012 at 08:37 PM Oh come on, Nancy N. Bite the bullet and register/log in . . . What makes you think "she" hasn't?I trust, for example, that you don't think that I haven't.zSSDdd (<-- if this turns out to be correct, as evidenced by its still being here, I'll be very surprised) Link to comment Share on other sites More sharing options...
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