Voting in our association

[mikalac]

This thread is an expansion of voting that began in the thread "Notice of owner annual meeting". The more I read our governing documents, the less certain I am.

 

Note 1: I left out the "good standing" of members because it is not germane to the issue.

Note 2: A "unit" (a condo home) can have 1 or more owners (members). 1 or 2 owners (members) may own more than 1 unit (although I don't think that situation exists at present).

 

Master Deed: "Each member shall be entitled to cast one (1) unweighted vote for each Unit to which he holds title in all elections of Directors and all other natters on which voting my Members is required."

 

Bylaws on voting on questions: "Each Owner shall be entitled to such vote(s) for each Unit to which he holds title as provided in the Master Deed. There shall be no more than one (1) vote per Unit."

 

More on Bylaws voting: "A majority of votes cast at any duly constituted meeting of the membership shall be sufficient for approval of those questions submitted to a vote of the membership."

 

Bylaws on amendments: "These By-Laws may be altered or repealed, or new By-Laws may be made, at any meeting of the Association duly held for such purpose, and previous to which written notice to Owners of the exact language of the amendment or of the repeal shall have been sent, a quorum being present, by an affirmative vote of fifty-one (51%) percent of all of the Members at a duly called meeting at which a quorum is present.  A quorum for the purpose of amending these By-Laws shall be fifty-one (51%) percent of the Members."

 

I conclude from the above extracts:

 

1. On any question, whether associated with the bylaws or not, there is 1 vote per unit.

 

2. On any question, a majority of the votes cast wins.

 

3. After all the voting on bylaws question has been completed, 51% of the members (not units), must approved the amended bylaws.

 

Am I correct or not?

[Edgar Guest]

Bylaws can only be properly interpreted by reading them in their entirety, something that's beyond the scope of this forum.

[Timothy]

Bylaws can only be properly interpreted by reading them in their entirety, something that's beyond the scope of this forum.

 

Besides which, this gets into legal issues, since the Master Deed is involved.

[Shmuel Gerber]

Norm's conclusion makes no sense regardless of what the (mis)quoted extracts mean, so I think it's safe to say, no, he is not correct.

[Timothy]

That's true, but I think Norm is looking for someone to tell him what does make sense.

[mikalac]

Probably Dan will terminate this thread because it does not involve RR, but if he does not soon enough, I want to know from Tim and Shmuel whether

 

1. The texts make no sense

2. My conclusions make no sense

3. Both make no sense.

[Edgar Guest]

I think Norm is looking for someone to tell him what does make sense.

 

I think Norm is looking for someone to tell him that he makes sense.

[Shmuel Gerber]

Probably Dan will terminate this thread because it does not involve RR, but if he does not soon enough, I want to know from Tim and Shmuel whether

 

1. The texts make no sense

2. My conclusions make no sense

3. Both make no sense.

 

1. The texts make sense to me, if the obvious typos are corrected. Keep in mind that when a specific provision is applicable, it always prevails over a more general one.

 

2. Your conclusion #3 makes no sense to me, but this goes back to several of your earlier monstrosities of a forum topic (parts of which you may have deleted), which I certainly do not want to involve myself in at this point. I will just say that to adopt a bylaw amendment, an assembly votes to adopt the amendment. It does not vote on the amendment and then vote to approve the bylaws as amended.

[Richard Brown]

1. The texts make sense to me, if the obvious typos are corrected. Keep in mind that when a specific provision is applicable, it always prevails over a more general one.

 

2. Your conclusion #3 makes no sense to me, . . . .

 

I will just say that to adopt a bylaw amendment, an assembly votes to adopt the amendment. It does not vote on the amendment and then vote to approve the bylaws as amended.

 

Thanks, Shmuel.  I was thinking the same thing, but you explained it in fewer words that I would have.

 

Perhaps Norm is a bit confused about one issue:  If new amendments (secondary amendments) are proposed at the meeting to the proposed amendments, those secondary amendments....the ones that "perfect" the ultimate bylaw amendment.... can probably be adopted by a majority vote.  I interpret it as just requiring that the final version of each amendment must be approved by 51 percent of the members in attendance in order to be adopted.

 

Edited to add:  I suppose that what I described as "secondary amendments"  may actually be a primary amendment and secondary amendments.  The original proposed bylaw amendment is actually a main motion, correct?

[mikalac]

I interpret it as just requiring that the final version of each amendment must be approved by 51 percent of the members in attendance in order to be adopted.

OK, I think I have it correct in my mind now. There is no final approval of the bylaws following all the amendments as is done with seriatim, where all the amendments are approved, but there is a final round to make any changes and then approved the total document, which avoids having to rescind portions.

[Edgar Guest]

OK, I think I have it correct in my mind now.

 

I trust we'll all have a good night's sleep.

[Guest Zev]

Edited to add:  I suppose that what I described as "secondary amendments"  may actually be a primary amendment and secondary amendments.  The original proposed bylaw amendment is actually a main motion, correct?

Yes, this is correct. The proposal to amend the bylaws is a main motion.

 

2) Permissible primary and secondary amendment of the motion to amend the bylaws is usually limited by the extent of change for which notice was given, as explained below.

and

ISOLATED CHANGES. If only an isolated change is to be made in the bylaws, it can be treated as any motion to Amend Something Previously Adopted (35),...

[mikalac]

I'm over my head again. I don't know what Tim, Shmuel, Richard and Zev are talking about, except that I'm not doing things correctly. Can I start over?

 

Note: I use the word "motion" instead of "question" because motion is easier for the members to understand.

 

1. You know what the relevant texts say, I presume.

2. The members vote on each amendment. 1 unit vote per amendment. There are 20 bylaws amendment in all, 13 of which are mine. There are also 7 bread and butter motions of mine to vote on.

3. "That's all folks." as far as all 27 (20+7) motions are concerned. There is nothing more to do. We move on.

4. If, and that's a big if, we get to my revision, if the members accept my motion to consider it as a whole (rather than seriatim), then they vote on each proferred amendment, but these amendments are not final (to avoid a Recision) until the entire revision is presented for a final vote.

 

Am I getting warm?

 

Addendum: Maybe it would be better, in my request for the members to approve the agenda, to put my 7 bread and butter motions first, my revision second, and the 20 individual amendments last. Since my revision likely will experience a quick demise, I then have a second chance with my 13 (of the 20) individual bylaws amendments.

 

No?

[Josh Martin]

I'm over my head again. I don't know what Tim, Shmuel, Richard and Zev are talking about, except that I'm not doing things correctly. Can I start over?

 

Note: I use the word "motion" instead of "question" because motion is easier for the members to understand.

 

1. You know what the relevant texts say, I presume.

2. The members vote on each amendment. 1 unit vote per amendment. There are 20 bylaws amendment in all, 13 of which are mine. There are also 7 bread and butter motions of mine to vote on.

3. "That's all folks." as far as all 27 (20+7) motions are concerned. There is nothing more to do. We move on.

 

You have the process for considering individual amendments correct. As noted, it's not for us to interpret your bylaws.

 

4. If, and that's a big if, we get to my revision, if the members accept my motion to consider it as a whole (rather than seriatim), then they vote on each proferred amendment, but these amendments are not final (to avoid a Recision) until the entire revision is presented for a final vote.

 

Am I getting warm?

 

You do not need to vote on each of the changes you have proposed, since those are already part of the revision (which is voted on at the end). You would vote on any amendments to the revision, and yes, none of this is final until there is a final vote on the revision.

 

I also strongly advise against considering a revision as a whole, unless you are very certain that very few amendments will be offered. The only difference between considering a revision as a whole and by seriatim is that in the latter case, the assembly will debate and consider amendments for each article separately. With consideration as a whole, the debate and amendments may jump all over the place.

 

Addendum: Maybe it would be better, in my request for the members to approve the agenda, to put my 7 bread and butter motions first, my revision second, and the 20 individual amendments last. Since my revision likely will experience a quick demise, I then have a second chance with my 13 (of the 20) individual bylaws amendments.

 

No?

 

It is correct that if the revision is considered first and as defeated, you will essentially have a "second chance" since you will also got to make the individual bylaw amendments. I don't know whether this will give you a better chance of adopting anything or not. You know your assembly's members better than I do.

[mikalac]

You have the process for considering individual amendments correct. As noted, it's not for us to interpret your bylaws.

 

Thanks. Maybe I'm beginning to learn something about parliamentary law. It hasn't been easy.

 

You do not need to vote on each of the changes you have proposed, since those are already part of the revision (which is voted on at the end). You would vote on any amendments to the revision, and yes, none of this is final until there is a final vote on the revision.

 

As the notice stands, my 13 bylaws amendments are #7 and my 1 revision is #9. They put the 3 motions ahead of mine to first eliminate RR ahead of them hoping that if these 3 motions are adopted, then my 13 amend. and revision will be DOA. However, I now have a workaround those so I'm comfortable, except that the chair might make illegal moves, in which case I can only appeal the entire meeting to the NJ DCA (Dept. of Community Affairs), which has legal jurisdiction over the NJ Condo Act.

 

I also strongly advise against considering a revision as a whole, unless you are very certain that very few amendments will be offered. The only difference between considering a revision as a whole and by seriatim is that in the latter case, the assembly will debate and consider amendments for each article separately. With consideration as a whole, the debate and amendments may jump all over the place.

 

The 13 amend. and the 1 revision are separate motions (questions). I did that because I didn't know earlier how the OOB would be set up. Originally, I wanted to consider my revision As A Whole was because there are 200+ amendments, but only 20 are substantive (in my view). I figured that the members couldn't care less about the small stuff, which would expedite the process. Seriatim means looking at the superficial wording changes, which would take forever and the members would simply go home. However, now that I've given members confidence to speak up, they might do a lot more than I expected them to consider. Now that I've seen the notice and have had time to think about the "big picture", I'm likely to leave all just as given in the notice, except to put my 7 b&b motions first. (I already received good vibs on them via emails.)

 

It is correct that if the revision is considered first and as defeated, you will essentially have a "second chance" since you will also got to make the individual bylaw amendments. I don't know whether this will give you a better chance of adopting anything or not. You know your assembly's members better than I do.

 

Actually, I know very little about the members because in the last 12 months since the last owner meeting we went from 100 members to 315 because these Ryan homes are selling like hot cakes. Therefore, all my motions are really experiments to test the opinions of the entire community for the first time. No matter what happens to my motions I always win even if I lose. When I win I learn something and improve the community. When I lose, I learn something valuable for the next meeting.

 

 

[Josh Martin]

 

Originally, I wanted to consider my revision as A Whole was because there are 200+ amendments, but only 20 are substantive (in my view). Seriatim means looking at the superficial wording changes, which would take forever and the members would simply go home.

 

I'm not sure you're yet clear on the distinction between consideration as a whole and seriatim consideration.

 

In either case, it is not necessary to review each of your "200+ amendments." When a revision is considered, you are not proposing individual amendments. Rather, you are proposing a single amendment - one which replaces the bylaws in their entirety with a new version. It's not necessary for the chair to go through and point out what was changed. In your debate, you are free to focus only on the major changes.

 

When seriatim consideration is used in such a case, the chair will ask whether there is any debate or amendments for Article I. After that is completed, he will then ask if there is any debate or amendments for Article II, and so on and so forth. Finally, after all articles have been dealt with in this manner, the chair will ask if there is any further debate or amendments to the revision. At this time, members can propose any changes - possibly something for an article that is done with that they didn't realize until later, or perhaps they wish to add an entirely new article. Keep in in mind that when I say any amendments, I mean any amendments to the revision. You don't need to speak up for your amendments - they're already in the revision.

 

If consideration as a whole is used instead, all that is different is that the orderly process I just described is not used. Instead, the chair would simply ask if there is any debate or amendments for the revision. So if there's more than a handful of members who wish to speak in debate or offer amendments, the process will be very messy, and probably longer.

[mikalac]

I'm not sure you're yet clear on the distinction between consideration as a whole and seriatim consideration.

 

I think that I am. Read on and then let me know if you think that I am guilty of excessive hubris.

 

In either case, it is not necessary to review each of your "200+ amendments." When a revision is considered, you are not proposing individual amendments. Rather, you are proposing a single amendment - one which replaces the bylaws in their entirety with a new version. It's not necessary for the chair to go through and point out what was changed. In your debate, you are free to focus only on the major changes.

 

I understand this. If no one makes any amendments, then the revision flies alla Paradiso senza Purgatorio o Inferno con "Lasciate ogne speranza, voi ch'intrate".

 

When seriatim consideration is used in such a case, the chair will ask whether there is any debate or amendments for Article I. After that is completed, he will then ask if there is any debate or amendments for Article II, and so on and so forth. Finally, after all articles have been dealt with in this manner, the chair will ask if there is any further debate or amendments to the revision. At this time, members can propose any changes - possibly something for an article that is done with that they didn't realize until later, or perhaps they wish to add an entirely new article.

 

I think I understand this too. The chair may go paragraph by paragraph, 28 single-spaced pages, and not by Article. There are XVII Articles but maybe 200 paragraphs. Could be too tedious for the members to hang around.

 

If consideration as a whole is used instead, all that is different is that the orderly process I just described is not used. Instead, the chair would simply ask if there is any debate or amendments for the revision. So if there's more than a handful of members who wish to speak in debate or offer amendments, the process will be very messy, and probably longer.

 

If wasn't concerned about members asking a lot of questions before I educated them on their rights to participate. Now that they've come alive what you just described might very well happen. That's just fine with me. In my scale of values, establishing democracy and losing is more important than letting a junta run things and winning. I'm happy, no matter whether Seriatim or As a Whole prevails.

[Josh Martin]

I think I understand this too. The chair may go paragraph by paragraph, 28 single-spaced pages, and not by by Article. There are XVII Articles but maybe 200 paragraphs. Could be too tedious for the members to hang around.

 

Okay. If the chair does, in fact, try to do this, I'd suggest making a motion that the revision instead be considered by article, rather than going to the other extreme and proposing that it be considered as a whole.

[mikalac]

Okay. If the chair does, in fact, try to do this, I'd suggest making a motion that the revision instead be considered by article, rather than going to the other extreme and proposing that it be considered as a whole.

I'll make a note of this. I might try it, but you must remember that the members are neophytes, still timid, and not likely to oppose the chair. Later, as they gain confidence, all hell might break lose. Anyway, I could try it. The more the members are asked to participate in the process, the more their confidence will grow to take the initiative and speak up. That's good for a healthy, democratic community.