Special meeting called by board - agenda change

[Lauriemcg]

Good morning all,

 

Our small HOA Board of Directors met for our Regular meeting this month. At that meeting we made and passed a motion to have a Special Meeting (allowed by ByLaws) to finalize the 2016 budget to present to the Members at the General Membership Meeting in January.

 

A request a couple of weeks later was made to discuss another topic (landscape related, non-urgent) at the Special Meeting as well.  No notice of the Special Meeting has as yet gone out - it is scheduled to go out in a couple of weeks.

 

It is my understanding the Special Meetings are called to address specific issues that are not able to wait until the next Regular meeting.  And sense the motion for the Special meeting was specific to meeting to finalize a budget, that pretty much constitutes the purpose and agenda.  Therefore we cannot add other items to the meeting.

 

My recommendation to the Board Member is that the landscape issue can be put on the next Regular Meeting agenda.  I'd like to make sure I'm clear on my understanding of Special Meetings before I give them my response.

 

Thanks

Laurie (HOA Pres.)

[jstackpo]

You are correct about the stated purpose for holding special meetings.

 

However, since the Board makes the decision as to what is "Urgent" or not, if a majority of the Board wants to look after a landscape issue they could add it to the special meeting agenda.  Doing so, whch would have to happen at a Board meeting, would require the Board to adopt a motion to amend something previously adopted - p. 305.  (Perhaps it deals with some plant that thrives only if planted undeneath snow - that might make it urgent for January.  And if that planting costs money it should be part of the Budget discussion and (eventual) adoption.)

[Dan Honemann]

I gather from what has been posted that special meetings of the board may be called by the board, and the board has agreed to call one for consideration of a specific item of business. My guess is that the board will not meet again until before the notice of this special meeting must be sent out, and so there will be no opportunity for the board to amend the motion which it adopted, even if it wanted to. As a consequence, the notice to be sent out cannot state that any other business will be considered at the special meeting other than that which the board has agreed to.

 

If the bylaws permit the President to call special meetings of the board, it may or may not be possible for the President to comply in some fashion with the member's request should she be inclined to do so (which doesn't seem to be the case). 

[Lauriemcg]

The additional item requested for discussion is not of an urgent nature and can be discussed at a later date.

 

Thanks for your comments.  I believe that we are on the right track to keep the agenda as stated when we voted at the last meeting to have the special meeting.  Nice to know, and to know how I might go about it if it was determined to be an urgent item to be brought forward.

 

Thanks!

Laurie

[jstackpo]

Maybe I misread something:  Which body is holding the Special Meeting?  Board, or General Membership?

[Lauriemcg]

Maybe I misread something:  Which body is holding the Special Meeting?  Board, or General Membership?

The Board.

[Gary c Tesser]

Maybe I misread something:  Which body is holding the Special Meeting?  Board, or General Membership?

 

The Board.

 

So nothing changes?

[jstackpo]

OK...    Since the Budget is only a reccomendation to the General Membership for the GM's consideration in January, the GM will be free to make amendments to the budget (unless some other non-RONR rule of yours gets in the way) in January prior to the final adoption.   Presumably the current members of the Board are also general members, hence any one of them can offer the amendment to add the "landscape" items to the Budget at the January meeting.

 

Note I made an assuption - which could be wrong:  I assumed the GM' has the final say on the budget.   If the Board adopts the Budget and then just informs the GM of what is going on and the GMs have no opportunity to make changes.

[Steven Britton]

Good morning all,

 

Our small HOA Board of Directors met for our Regular meeting this month. At that meeting we made and passed a motion to have a Special Meeting (allowed by ByLaws) to finalize the 2016 budget to present to the Members at the General Membership Meeting in January.

 

A request a couple of weeks later was made to discuss another topic (landscape related, non-urgent) at the Special Meeting as well.  No notice of the Special Meeting has as yet gone out - it is scheduled to go out in a couple of weeks.

 

It is my understanding the Special Meetings are called to address specific issues that are not able to wait until the next Regular meeting.  And sense the motion for the Special meeting was specific to meeting to finalize a budget, that pretty much constitutes the purpose and agenda.  Therefore we cannot add other items to the meeting.

 

My recommendation to the Board Member is that the landscape issue can be put on the next Regular Meeting agenda.  I'd like to make sure I'm clear on my understanding of Special Meetings before I give them my response.

 

Thanks

Laurie (HOA Pres.)

If your board decides to take-up the landscaping item, the lack of notice doesn't prohibit them from doing so; however, any action on the items not provided for in the notice should be ratified at the next regular board meeting, or another special board meeting called for that purpose.

However, check your HOA's attorney about requirements for adhering to the POA in your specific jurisdiction.

[Josh Martin]

If your board decides to take-up the landscaping item, the lack of notice doesn't prohibit them from doing so; however, any action on the items not provided for in the notice should be ratified at the next regular board meeting, or another special board meeting called for that purpose.

Actually, the lack of notice does prohibit them from doing so, which is why it would need to be ratified if they acted on it despite the prohibition. Additionally, the board members who took such action would do so at their own risk, and they could be held liable for any costs incurred and/or disciplined if the action was not later ratified. Since we are told that the landscaping motion can wait until the next regular meeting, the "pray for ratification" strategy doesn't seem worth the risk.

[Lauriemcg]

OK...    Since the Budget is only a reccomendation to the General Membership for the GM's consideration in January, the GM will be free to make amendments to the budget (unless some other non-RONR rule of yours gets in the way) in January prior to the final adoption.   Presumably the current members of the Board are also general members, hence any one of them can offer the amendment to add the "landscape" items to the Budget at the January meeting.

 

Note I made an assuption - which could be wrong:  I assumed the GM' has the final say on the budget.   If the Board adopts the Budget and then just informs the GM of what is going on and the GMs have no opportunity to make changes.

Yes, the GM has the final say.  The Board presents the proposed budget to the GM in January. Board members are also general members. The GM has the opportunity to deliberate, amend, vote to approve the 2016 budget at that meeting.

[Steven Britton]

Actually, the lack of notice does prohibit them from doing so, which is why it would need to be ratified if they acted on it despite the prohibition. Additionally, the board members who took such action would do so at their own risk, and they could be held liable for any costs incurred and/or disciplined if the action was not later ratified. Since we are told that the landscaping motion can wait until the next regular meeting, the "pray for ratification" strategy doesn't seem worth the risk.

Generally, Mr. Martin outlines the risks of adopting actions that later require ratification. However, ultimately, it's the assembly's decision whether it chooses to takes this course of action, as ill advised as it may be.

The controlling citation from the RONR is on p. 124 (ll.24-28;ll.32-33), it clearly does not prohibit the assembly from taking actions in this manner; but the action is invalid until ratified; in part the citation states:

"The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include:

• action taken at a special meeting with regard to business not mentioned in the call of that meeting;"