Minutes and Ammendment to Rules

[Guest Rob]

1. Should minutes only include decisions that were made at a meeting?

 

2. Notice was sent to unit owners about the boards intention to amend 4 of the rules for our HOA.  The board chose not to vote on one of the rules at the meeting, but the others were passed.  A notice was sent to all unit owners of amended rules.  Should the board have tabled the vote it chose not to vote on and included it in the meetings minutes?

 

Thank you.

[jstackpo]

1.  Yes, plus a few "executive" or administrative matters  --  see p. 468ff.

 

2.  If one proposed rule change was not moved at all, then that is the end of it (until next time or whenever the board wants to consider it).

[Transpower]

But the notice contained all the amendments that were moved prior.  So the one that was not taken up at the meeting should be considered at the next meeting under Unfinished Business or General Orders.

[jstackpo]

Nope.    Even though it was in the notice, if the motion (for the particular rule change) was not made it is as though there had been no mention of it at all.  See p. 307, line 25-26; also p. 596, line 22: "the amendment will be introduced".

 

Listing a motion in a notice does not constitute some sort of (mythical) "advance making of the motion", although consideration of the motion to amend comes up as a general order - p. 596, line 25.

[Richard Brown]

I agree with the previous responses by Dr. Stackpole because there is no evidence that the amendments had been moved at a prior meeting.   The notice was of an intent to introduce the bylaw amendments.

 

However, I wonder what the situation would be if the proposed bylaw amendment had actually been introduced (made) at the previous meeting, as some bylaws require, rather than just giving notice of an intent to introduce such an amendment?

 

Might it be that the the proposed bylaw amendment, having actually been introduced at the previous meeting but having to "lay over" for one meeting per the bylaws or special rules, would be in the category of general orders (or unfinished business) for the next meeting and should come up automatically? 

[Josh Martin]

Nope.    Even though it was in the notice, if the motion (for the particular rule change) was not made it is as though there had been no mention of it at all.  See p. 307, line 25-26; also p. 596, line 22: "the amendment will be introduced".

 

Listing a motion in a notice does not constitute some sort of (mythical) "advance making of the motion", although consideration of the motion to amend comes up as a general order - p. 596, line 25.

 

The third item of Unfinished Business includes "Any questions which, by postponement or otherwise, were set as general orders for the previous meeting, or for a particular hour during that meeting, but were not reached before it adjourned—taken in the order in which the general orders were made." (RONR, 11th ed., pg. 358) If these were amendments to the bylaws (which is not clear), then giving notice of the motion makes it a general order. If the assembly's next regular meeting is within a quarterly interval, such amendments will come up as Unfinished Business at the next meeting.

[Transpower]

I agree with Mr. Martin.

[Guest Rob]

The proposed amendment to rules was listed in a notice to the unit owners prior to the meeting.  It was only mentioned at the meeting to the extent that the board re-considered and decided not to vote on that particular amendment. A motion was never made on this particular amendment.

 

Thank you, all.

[mbillard]

The proposed amendment to rules was listed in a notice to the unit owners prior to the meeting.  It was only mentioned at the meeting to the extent that the board re-considered and decided not to vote on that particular amendment. A motion was never made on this particular amendment.

 

Thank you, all.

How did the board go about reconsidering and deciding not to vote on the amendment? That sounds a lot like a motion and vote in and of itself to me. 

[jstackpo]

Speculation,  (I wasn't there, Charlie):

 

Small boards can have pre-motion discussions, p. 488.  Evidently they talked around the subject for a bit in the board, then nobody bothered to actually make the motion to amend.  I suppose they thought it wasn't worth bothering with.   All quite proper.

[Richard Brown]

1. Should minutes only include decisions that were made at a meeting?

 

2. Notice was sent to unit owners about the boards intention to amend 4 of the rules for our HOA.  The board chose not to vote on one of the rules at the meeting, but the others were passed.  A notice was sent to all unit owners of amended rules.  Should the board have tabled the vote it chose not to vote on and included it in the meetings minutes?

 

Thank you.

Perhaps we need to determine whether guest Rob is talking about something that happened at a general membership (owners) meeting or at the board meeting.

 

I have been assuming from the very beginning that the board gave notice of intent to amend the bylaws at the upcoming general membership meeting and then "the board" decided not to move forward with the amendment at said general membership meeting. 

 

Others seem to be under the impression that all of this is happening at a board meeting.

 

I would appreciate it if guest Rob would clarify that point.  This has become rather confusing.

[Hieu H. Huynh]

And I'm not sure whether the "proposed amendment to rules" are bylaw amendments or, perhaps, amendments to their standing rules.

[Guest Rob]

These were proposed amendments for our HOA rules.  A notice was sent to unit owners prior to the board meeting explaining 4 proposed amendments.  Prior to the meeting the board reconsidered and decided not to vote on one particular amendment.  At the meeting it was only mentioned to the extent that the board would not be voting on this amendment.  A motion was never made at the meeting to vote on this amendment. 

 

From reading some of the responses, I guess another question I might add is that should this amendment been voted on at the meeting because it had been included in the notice prior to the meeting?

[Hieu H. Huynh]

No. An amendment does not need to be voted on at the meeting because it had been included in the notice prior to the meeting. 

 

There are different types of rules. Generally your basic rules would be in your bylaws and administrative details would be in your standing rules. Are these HOA rules in your bylaws?

 

Also, a board meeting is different from a meeting of the general membership. Was this a board meeting or a meeting of the general membership of the HOA?

[Guest Rob]

The only rules pertaining to amendments to the rules is that a 10 day meeting notice of the proposed amendments be given and opportunity for unit owner comment prior to the board voting.

 

Board meetings are held monthly for our HOA and unit owners are welcome to attend the open session portion of the meeting.