Procedural Errors

[Guest Rocco V. Tricarico]

Special Meeting (Open) of the UOA Board of Directors – January 12, 2017

The Board has approved Three (3) Emergency Electric Generators within the last three months; each is now installed and operating at three separate residences. Each is now ready for Performance Sound Testing, as required by each Unit Owners Executed Agreement. One month ago, at a Regular Board, one of the Unit Owners has refused the testing, which has delayed the Final Approval Process. Performance Testing has been put on ‘hold’ at the request of the Board Chair.

At a properly called open Special Meeting of our condominium Board of Directors, a one line Agenda was distributed to all Unit Owners, by the Chair (President) which stated, "There is going to be a Special Meeting of the S----- UOA Board of Directors on Thursday, January 12, at 3 pm to discuss the requirements pertaining to whole house generator sound testing and screening." (Condo name withheld by author). All six (6) Directors were present, and approximately eight (8) Unit Owners attended. The number of Unit Owners receiving the written notice for the meeting are Eighty-four (84).

Minutes before the start of the meeting, the Chair showed me a copy of a ‘pre-pared motion’ submitted by one of our Directors. I was further advised by our Chair that prior to the meeting, he had agreed to call upon that Director to open the meeting with the prepared written motion to “Delete the requirement for 'Sound Testing'; Screening of the Units; and, a Doctor's Letter to demonstrate the Generators were needed for health reasons.”  This motion was seconded, discussion ensued, and, the vote resulted in a 3 – 2 approval.

Both 'Sound Testing' and 'Equipment Screening' are requirements of the Agreement.

The Doctor's Letter is not required by the Architectural Review Committee, but was furnished by each Unit Owner to strengthen their Applications for Approval.

Neither the Chair, or the Director who offered the motion, showed any interest for further discussion, substitute motions, or, amendments …. Or, welcomed comments from the Unit Owners attending.

A call for the vote resulted in approval for the motion as stated by three to two (3 - 2) votes.

I am having difficulty with an incomplete Agenda; and, the management of a poorly attended meeting (by Unit Owners) and, a ‘hurried’ discussion to the voting process at this ‘Open’ Meeting. My questions follow:-

1- Was it proper and fair for a written Motion to be given to the President before the meeting, and further, be allowed as the first order of business?

2- Shouldn’t the intended first motion been included in the written agenda? Or, at least written into corrected Agenda before the meeting began?

3- Before presenting a ‘Change of Something Previously Approved’ Motion, is it not proper that all Unit Owners be advised that their quorum will be required to vote on all motions presented? No unit owners were reminded to participate in the vote; and, not one vote was cast from the Unit Owners.

4- At the Voting Process, three (3) Directors were neither a majority, or 2/3, of Unit Owners. Were the three Directors correct to impose their desire upon all '80' Unit Owners?

5- Was the Motion incorrectly stated; it appears that this  ‘one-step’ motion to be both 'Rescind' and  ‘Amend’?

6- Where do we go from here to obtain corrective action? The Board Action appears questionable. Was it intended, or an error that the 3 - 2 vote was declared in order by the Chair; without a required quorum, or vote by attending Unit Owners?

Does the ‘previous motion’ stand as approved, allowing the testing to proceed?

[Joshua Katz]

1.  People can give papers to each other outside of meetings, as far as RONR is concerned, without restriction.  The chair should recognize whoever seeks recognition first.

2.  It doesn't sound, from your description, like you had an agenda.  Yes, I recognize there was a piece of paper called an agenda, but from what you've said, it doesn't seem to have contained any items of business, nor did you mention it being adopted as an agenda.  Short of being adopted, it remains a piece of paper.  Therefore, the meeting should follow the order of business in RONR, which it doesn't sound like was done, but that is not a continuing breach.

3.  I'm not exactly sure what you mean to say here, but you've described this as a board meeting.  It would be improper for non-members of the board to vote at a board meeting.

4.  That depends - where did the original decision came from?  If it came from the board, then the board is free to amend it - assuming that, since the board did it in the first place, the board has that authority, it also has the authority to change it.  If it came from the general membership, then the board doesn't, unless you have special rules to that effect, have the power to change it.  Where did this 'Agreement' come from?

5.  I doubt I'm looking at the actual language, but from your description it seems to be a motion to amend, not a 'one-step' motion to rescind and amend.  In fact, I have no idea what a 'one-step' motion to rescind and amend would look like, since by definition, a rescinded motion is no longer in effect and it makes no sense to amend it.

6.  It seems strange to ask us what people at a meeting intended.  I don't see where you're getting this quorum issue from - you've said it was a board meeting, and all board members were present.  If the motion was originally adopted by the membership, the board action can be ignored and a point of order raised at the next board meeting, or membership meeting, at which point the issue can be fought out.  If it was made at a board meeting, I don't see anything out of place, unless I'm missing something.

[Gary Novosielski]

Why would a special meeting follow the standard order of business?

[Josh Martin]

6 hours ago, Guest Rocco V. Tricarico said:

1- Was it proper and fair for a written Motion to be given to the President before the meeting, and further, be allowed as the first order of business?

2- Shouldn’t the intended first motion been included in the written agenda? Or, at least written into corrected Agenda before the meeting began?

3- Before presenting a ‘Change of Something Previously Approved’ Motion, is it not proper that all Unit Owners be advised that their quorum will be required to vote on all motions presented? No unit owners were reminded to participate in the vote; and, not one vote was cast from the Unit Owners.

4- At the Voting Process, three (3) Directors were neither a majority, or 2/3, of Unit Owners. Were the three Directors correct to impose their desire upon all '80' Unit Owners?

5- Was the Motion incorrectly stated; it appears that this  ‘one-step’ motion to be both 'Rescind' and  ‘Amend’?

6- Where do we go from here to obtain corrective action? The Board Action appears questionable. Was it intended, or an error that the 3 - 2 vote was declared in order by the Chair; without a required quorum, or vote by attending Unit Owners?

Does the ‘previous motion’ stand as approved, allowing the testing to proceed?

1.) Yes to both questions.

2.) There is no need for an agenda at all. If a special meeting was called "to discuss the requirements pertaining to whole house generator sound testing and screening," then that is the only business which is in order, so the order of business seems pretty obvious. A special meeting may only consider business included in the call.

3.) As I understand the facts, this was a board meeting. In that event, only members of the board need to be notified of or vote on anything, unless your rules provide otherwise.

4.) At a board meeting, board members vote. Whether your board has the authority to take the action in question depends on your bylaws.

5.) The motion seems fine to me.

6.) This was a board meeting. Board members vote at board meetings. Quorum at board meetings is based on the number of board members present. Whether the board had the authority to take this action is up to your bylaws.

In any event, the next step for those who don't like the board's motion seems to be to call a special meeting of the membership, either to rescind or amend the board's motion (if it was proper) or to declare it null and void (if it was not). Whether the board acted properly will determine whether the previous motion stands.

One piece of information which may be helpful - who adopted the original motion?

[Joshua Katz]

6 hours ago, Gary Novosielski said:

Why would a special meeting follow the standard order of business?

Because my brain doesn't work well in the morning.