Was revote legal?

[kentyrr]

Greetings,

We are a condominium association in Oregon. All unit owners make up our membership, and we have a board of directors for regular monthly meetings. Every April, we have an annual meeting of all members, at which we vote in new Directors and other business (and eat dinner!). Our bylaws state that we must have, whether present or by proxy, 50% of our general members in order to have a quorum, and that a vote requires 50% of all members (not just 50% of those in attendance) to pass.

In our annual meeting last month, we had 57%, so we had a quorum. The meeting notice included an item of business, which I'll just call the "IRS Resolution," and the proxy ballots provided a place to indicate Yes or No for this vote, although nowhere did it provide specifics of what the resolution was. As a result of this omission, many of the members who returned proxy ballots simply did not vote either way for the IRS Resolution (ie abstention). During the annual meeting, therefore, only 47% of the members voted for (or against) the resolution, and it failed.

Here's where this gets interesting, at least to my point of view. This IRS resolution is tax-related, and something of a "no-brainer", meaning everyone should have wanted it to pass. The entire room was shocked. We were trying to figure out whether we could run it through another ballot vote, but our pre-prepared ballots didn't include the IRS Resolution after the first ballot cycle, having assumed the question would be settled easily. One of our members, a retired lawyer and armchair parliamentarian, rose and addressed the chair: "I move to adopt the resolution by unanimous consent." And so it was adopted with no audible objections.

My questions:

1. If the motion failed the first ballot due to insufficient votes, is the issue considered "settled"? - do the Nays have it (and win)?, or by failing due to lack of majority does it remain a pending question?
   
2. In the case that it is a settled question, can it then be moved to reconsider the vote, when it is obvious that a significant group of the voters (those who voted by proxy ballot) are not present to persist their votes? (This assumes there was a voter who voted "Nay", so they have standing to raise the motion to reconsider. [and isn't this an interesting idea, that someone should vote Nay in order to ensure they have standing to raise the motion to reconsider, should it prove necessary?])
   
3. In the case that it is not a settled question, is it acceptable to pass the motion by unanimous consent? Doesn't that disenfranchise those who voted by proxy ballot, as they are not present to object? [For all we knew at the time, the proxy ballots could have held a significant "Nay" vote.]
   

I hope that I have provided the requisite information, but stand ready to answer any questions as may be necessary for clarification.

Thank you for your kind assistance,

Ken Tyrrell

[Dan Honemann]

Greetings,

We are a condominium association in Oregon. All unit owners make up our membership, and we have a board of directors for regular monthly meetings. Every April, we have an annual meeting of all members, at which we vote in new Directors and other business (and eat dinner!). Our bylaws state that we must have, whether present or by proxy, 50% of our general members in order to have a quorum, and that a vote requires 50% of all members (not just 50% of those in attendance) to pass.

In our annual meeting last month, we had 57%, so we had a quorum. The meeting notice included an item of business, which I'll just call the "IRS Resolution," and the proxy ballots provided a place to indicate Yes or No for this vote, although nowhere did it provide specifics of what the resolution was. As a result of this omission, many of the members who returned proxy ballots simply did not vote either way for the IRS Resolution (ie abstention). During the annual meeting, therefore, only 47% of the members voted for (or against) the resolution, and it failed.

Here's where this gets interesting, at least to my point of view. This IRS resolution is tax-related, and something of a "no-brainer", meaning everyone should have wanted it to pass. The entire room was shocked. We were trying to figure out whether we could run it through another ballot vote, but our pre-prepared ballots didn't include the IRS Resolution after the first ballot cycle, having assumed the question would be settled easily. One of our members, a retired lawyer and armchair parliamentarian, rose and addressed the chair: "I move to adopt the resolution by unanimous consent." And so it was adopted with no audible objections.

My questions:

1. If the motion failed the first ballot due to insufficient votes, is the issue considered "settled"? - do the Nays have it (and win)?, or by failing due to lack of majority does it remain a pending question?
   
2. In the case that it is a settled question, can it then be moved to reconsider the vote, when it is obvious that a significant group of the voters (those who voted by proxy ballot) are not present to persist their votes? (This assumes there was a voter who voted "Nay", so they have standing to raise the motion to reconsider. [and isn't this an interesting idea, that someone should vote Nay in order to ensure they have standing to raise the motion to reconsider, should it prove necessary?])
   
3. In the case that it is not a settled question, is it acceptable to pass the motion by unanimous consent? Doesn't that disenfranchise those who voted by proxy ballot, as they are not present to object? [For all we knew at the time, the proxy ballots could have held a significant "Nay" vote.]
   

I hope that I have provided the requisite information, but stand ready to answer any questions as may be necessary for clarification.

Thank you for your kind assistance,

Ken Tyrrell

Unfortunately, the answers to your questions depend upon a proper understanding of what your bylaws say (and perhaps applicable law), not upon the rules in RONR.

See the answer to FAQ #10.