Annual Meeting Minutes approval

[Guest RobertJ]

Sorry if I'm beating a dead horse -

I advised my other Homeowners Association (HOA) Board Members and Property Manager at a recent HOA Board Meeting regarding the following Roberts Rules of Order references regarding Annual Meeting minutes:

RONR, p. 95, lines 2-3: "Minutes of one Annual Meeting should not be held for action until the next one a year later."

RONR, p. 474 lines 31-34, p. 475, line 1: When the next regular business session will not be held within a quarterly time interval...the executive board or a committee appointed for the purpose should be authorized to approve the minutes."

Following delivery of an opinion from the Property Manager and some written notes on the issue from the Association's Attorney (none of which referenced the above RONR references), a motion to "continue to approve Annual Meeting minutes a year later like we've always done" was made and approved at the recent HOA Board meeting.

I have the following questions:

Did the HOA Board have the authority to decide how the homeowners would decide to have the minutes of the next and subsequent Annual Homeowners meeting minutes approved? I think not, so the motion that the HOA Board passed has no effect.

HOA Boards rely on experts (Property Managers, Landscapers, Attorneys, etc.) to maintain their homeowners assocation. Who should HOA Boards seek advice from regarding minutes approval and other Robert's Rules of Order issues? I think I know the answer - a Registered Parliamentarian.

If an Attorney who is not a Parliamentarian renders an opinion regarding Robert's Rules of Order questions (not citing any RONR references in their opinion), are they overstepping their authority? It would seem so.

[Chris Harrison]

Did the HOA Board have the authority to decide how the homeowners would decide to have the minutes of the next and subsequent Annual Homeowners meeting minutes approved? I think not, so the motion that the HOA Board passed has no effect.

The Board only has the authority that the bylaws or the Membership through an adopted motion gives it (RONR p. 482 ll. 25-29).

HOA Boards rely on experts (Property Managers, Landscapers, Attorneys, etc.) to maintain their homeowners assocation. Who should HOA Boards seek advice from regarding minutes approval and other Robert's Rules of Order issues? I think I know the answer - a Registered Parliamentarian.

They should consult a parliamentarian if the issue is so daunting that the average lay person reading RONR wouldn't know the answer. However, this situation doesn't require the hiring of a parliamentarian because RONR is quite clear that the Membership should authorize the Board or a committee to approve the minutes. My guess is that the Board just doesn't want to be bothered in having to approve the minutes of the Annual Membership Meeting.

If an Attorney who is not a Parliamentarian renders an opinion regarding Robert's Rules of Order questions (not citing any RONR references in their opinion), are they overstepping their authority?

I don't know if I would say that the attorney is overstepping his authority but I would say that someone should actually read RONR before rendering an opinion about RONR (though RONR is clear in what is says so it doesn't seem that any opinion would be necessary).

[Guest RobertJ]

Thank you for your comments. Chris H. Yes, I agree that someone who renders an opinion (especially an Attorney charging hundreds of dollars per hour) regarding an issue within the scope of RONR should read and reference RONR and incorporate RONR references in their opinion just as is common practice on this Discussion Forum.

There are probably multiple reasons why my HOA Board doesn't want to follow RONR as written with regard to Annual Homeowners Association (HOA) Meeting minutes approval, not the least of which are the recommendations of an Attorney and Property Manager to always hold the Annual meeting minutes approval to a year later at the next Annual HOA Meeting, and to not authorize the HOA Board or a committee to approve those minutes. Of course, that recommendation does appear to be contrary to what is stated in RONR. The HOA Board typically reviews and recommends changes to the Annual HOA Meeting minutes at the next Regular monthly HOA Board meeting following the Annual HOA Meeting, so it would be expeditious at that point to have the HOA Board approve the minutes also instead waiting another 11 months to the next Annual HOA Meeting.

[Guest Nancy N.]

I hope this means that Guest Robert J has changed his mind about statements like these:

"So I'm of the opinion that our Annual Meeting minutes are subject to approval by the HOA Board at the next HOA Board meeting a month after the Annual Meeting is held and not by the General Membership a year later."(Post 1)

"It seems that an argument could be made that the Board would have the authority to approve Annual meeting minutes at the next Regular meeting even if not previously authorized by the General membership to do so because of the RONR page 95 reference." (Post 6; emphasis added) (Okay, Post 7 too)

"I interpret "next regular meeting" on RONR page 95 to be the next regular meeting of the Board not the "next regular meeting" of the General membership (the Annual Meeting) to be held a year later. RONR page 94 lines 19-35 would seem to support this interpretation." (Post 9)

[Guest RobertJ]

Yes, Guest_Nancy_N., I changed my mind thanks to those who responded on this forum regarding my misinterpretation. I had initially interpreted "next regular meeting" on RONR, p. 95, line 2 as the next regular meeting of the HOA Board of Directors since there aren't any regular meetings of the General Membership of a Homeowners Association (at least not mine, anyway).

[Guest Edgar]

. . . since there aren't any regular meetings of the General Membership of a Homeowners Association (at least not mine, anyway).

Well, there's the regular annual meeting, no?

m9KAeG

[Guest Nancy N.]

Thank you for the clarification, Guest_RobertJ, and my commendations. It's a rare human who's open-minded enough to change his mind over the course of a day, and even rarer who has the courage to forthrightly say so (my first word-choice was "to admit it," but it's not an admission by RobertJ, it's an assertion. Bravo).

4

[Guest RobertJ]

Guest_Edgar, I don't know if an Annual Meeting is also a Regular Meeting.

Guest_Nancy_N., Thank you for commending me.

[Guest Edgar]

Guest_Edgar, I don't know if an Annual Meeting is also a Regular Meeting.

Well, now you do.

[Gary Novosielski]

I don't know if an Annual Meeting is also a Regular Meeting.

There are few things more regular.