board decision without meeting

[Guest farmersdaughter]

It has become common practice of the current board to get "phone approval" to spend unbudgeted money. They call 8 of 15 board members to get a verbal" yes" vote to spend the money , by-law states they can spend up to $1000.00 per emergency unbudget item without going to the membership. Now my question is should this not be entered into the minutes of the next board meeting so the membership is aware of the approval by the board outside of a meeting? Is there a RRO that address this practice?

[Guest Edgar]

Now my question is should this not be entered into the minutes of the next board meeting so the membership is aware of the approval by the board outside of a meeting?

No.

And, by the way, the practice is completely improper and any such "decisions" are null and void.

[Steven Britton]

The procedure that your board should follow is to call a Special Meeting, if your bylaws authorize Special Meetings. If a quorum doesn't materialize at the Special Meeting and the warranted action is truly an emergency, the board members should adopt a motion to authorize the action, even without a quorum. However, this motion needs to be ratified at a subsequent later meeting.

[Trina]

It has become common practice of the current board to get "phone approval" to spend unbudgeted money. They call 8 of 15 board members to get a verbal" yes" vote to spend the money , by-law states they can spend up to $1000.00 per emergency unbudget item without going to the membership. Now my question is should this not be entered into the minutes of the next board meeting so the membership is aware of the approval by the board outside of a meeting? Is there a RRO that address this practice?

You are correct, in a sense -- board decisions to make expenditures should make an appearance in the minutes of the board.

However, as Edgar points out, unless the bylaws specifically authorize this phone approval process, the so-called decisions made by this method are null and void. Board decisions must be made at board meetings, and are thereby documented in the minutes. Alternatively, if (on rare occasions) emergency expenditures are needed, one or more board members might take the personal risk of authorizing such an expenditure, but any such decision must then be ratified at an actual meeting of the board (which, again, would put the decision on record in the minutes). That is, any such decision must be ratified if it is to become a decision of the board; if the decision is not ratified, the individual members remain personally responsible.

Looking back at your original post, calling '8 of 15 board members to get a verbal "yes" vote to spend the money' sounds very very unlikely to be in accordance with bylaws. Even if your bylaws do authorize absentee voting, they probably don't (and shouldn't) authorize shopping around for 'yes' votes -- i.e. just calling those members you think will agree to spend the money, and not even bothering to call the others once you've collected 8 'yes' votes -- you know, we don't really need to know what those other 7 people think on the issue, since they'd be outvoted anyway, so let's not even bother about notifying them... . Absolutely improper, under the rules in RONR.

edited: to add the underlined sentence -- I did not mean to suggest that all out-of-meeting decisions must be ratified; an assembly is under no obligation to ratify bad or improper decisions by individual members.

[Gary Novosielski]

Completely improper, and they have probably placed themselves on the hook personally for any money spent that was not approved. I can even imagine circumstances where they could face criminal charges.

[Guest farmersdaughter]

Thank , I thought this was completely wrong however the board states it is past practice and until i " started sticking my nose where it doesnt belong no one has had a problem with it". The members that I have talked to say they felt it was wrong but didnt know how to go about getting it done right. Our bugdet is small for a P.O.A at only $95,000.00 a yr after looking at old treasure reports from last year it shows that the board spent over $27,000.00 in unbudgeted expenses. Now if it was to benefit the entire P.O.A it wouldnt seem like such a big deal , however the board only stock the pond that the board members own property around , did maintance on only the shelters and comfort stations that benefits the boards families and repaved roads that surround the board members properties. It seems like the only way to stop this BS is put something plain and simple in the by-laws that prohibit this behavior by this board and boards to follow. Whenever the membership bring something up the standard answer from the board is " I dont see anything in the by-laws that say we cant , so we will continue to do thing as we see fit" We have on several occassions attempted to remove or vote out board members , however with the voting system the way it is we just can pull enough vote to do it. Whomever owns the most property wins!!! Again thanks for all the help!

[Gary Novosielski]

A budget is a resolution by the membership that controls the amount of money to be spent. In effect, it is an instruction to the board on what it may spend without further approval by the membership, and the board may not countermand such a decision. if the rules in RONR apply.

Of course the rules in RONR also mandate "one person, one vote" not "he with the most property wins". So you'll need to carefully study your bylaws to see what the board's enumerated powers actually are. Unless the bylaws give the board exclusive power to make such decisions without membership approval, they do not have that power now, and your bylaws don't even need to be changed.

Boards are, according to RONR, subordinate to the Membership.