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Special Meeting Minutes Requirement


DanL
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A special meeting was called by two board members as is permitted in our HOA by-laws. The call was not put in writing; it was a phone call. The subject was vague, stating they wanted to review some issues that came up at the last open Board meeting. At the meeting, one of the callers of the meeting began the discussion, not the President, who also did not know the purpose. The board member immediately made a motion to remove the President from his office as President, asked if there was any discussion. There being none, a vote was taken and the president was removed by a 4-3 vote. Three members were so surprised they didn't know what to ask or say. It was over in 3 minutes. My question is: Is the motion and the vote at the Special Meeting required to be presented at the the next scheduled board meeting? If so, and it wasn't done, what is the recourse?

Edited by Shmuel Gerber
Edited by moderator to enlarge the font
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Unless your bylaws have very unusual provisions, this was a very irregular action. We will need for you to quote your bylaws in order to give you specific answers and advice. Under Robert's Rules, a the very least a two thirds vote is required to remove an officer - and even then only by the body who elected the officer, and only if the bylaws specifically state that they serve "until their successors are elected." Otherwise, they can only be removed for cause, and they are afforded the rights of due process, which clearly did not happen. 

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From our By-Laws:  Section 2. Election of Officers. The election of Officers shall take place, by secret ballot, at the organizational meeting of the Board of Directors. Section 3. Term. Each officer of the Association shall be elected annually by the Board; and each shall hold office for one (1) year or until his or her death, resignation, expiration of term, removal from said Office by the Board, disqualification, or until his or her successor is elected and qualifies. Section 4. Special Appointments. The Board may elect such other officers, pursuant to Section 1, as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine. Section 5. Resignation and Removal. Any Officer may be removed from Office with or without cause by the Board. Any Officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Also in our By-Laws: Special Meetings. Special meetings of the Board of Directors may be held when called by the President of the Association, or by any two Directors, after not less than twenty-four hours’ notice to each Director.

 

Thanks for your help

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55 minutes ago, DanL said:

A special meeting was called by two board members as is permitted in our HOA by-laws. The call was not put in writing; it was a phone call. The subject was vague, stating they wanted to review some issues that came up at the last open Board meeting. At the meeting, one of the callers of the meeting began the discussion, not the President, who also did not know the purpose. The board member immediately made a motion to remove the President from his office as President, asked if there was any discussion. There being none, a vote was taken and the president was removed by a 4-3 vote. Three members were so surprised they didn't know what to ask or say. It was over in 3 minutes. My question is: Is the motion and the vote at the Special Meeting required to be presented at the the next scheduled board meeting? If so, and it wasn't done, what is the recourse?

The motion is null and void, for two reasons:

  • Notice of a meeting must be in writing, unless the bylaws provide otherwise. (RONR, 11th ed., pg. 89)
  • Notice of a special meeting must include the specific business to be transacted. (RONR, 11th ed., pg. 93)
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Guest Who's Coming to Dinner

Yes, your next meeting will be a parliamentary bonanza. The president should be in the chair, although I wouldn't let it come to fisticuffs if the majority insist on electing a chair pro tem. Before there is any attempt to elect a new president, a member may raise a point of order that the removal of the president is null and void for the reasons that Mr. Martin gave. An appeal and vote may follow.

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Sorry, Members, I had been given some misinformation. A written request of a sort was emailed to the board members by the Treasurer of the Board calling for an executive meeting. The note below is a copy of that document. I have redacted the names. 

All board members responded by email that they would attend, based, on the information provided in the email. The Treasurer called the meeting to order (over the objection of the President) at the start of the meeting, and immediately made a motion to remove the President from his office without cause (By-Laws permit without cause). Another Director immediately seconded the motion without being asked. The Treasurer asked for discussion. One Director asked why the motion was being made. The answer given by the Treasurer was loss of confidence. I know that in the RR's FAQ's it is stated that loss of confidence is not sufficient to remove an Officer. I also know that there were no minutes recorded as a result of this meeting so I don't think the Treasurer would restate that as the reason since any officer can be removed without cause.

I don't understand how this motion is legal except the Treasurer was apparently given the floor by bullying the President. Assuming the motion is legal, I'm still of the opinion that this motion required a two thirds vote in favor to pass. I don't believe it meets the requirement to remove an officer by a simple majority because previous notice had not been given. I don't think the email notice meets that standard. If that's true, the 4 to 3 vote to remove the President doesn't meet the two thirds required as stated on page 653 of RR's. Am I correct? 

 

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I'm a past board member and served under this President for one year. He was elected to the Board for two consecutive terms and was elected by two different Boards to be their President. There has been little conflict among the Board Members nor with the Community with the exception of one Board member, who has been trying to take over the decision making. At this Executive meeting, when the majority vote was  believed to be valid with a 4-3 vote, the President made a comment about this whole discussion being BS and walked out of the meeting. (He then officially resigned from the Board the following day). The vice President resigned his position voluntarily after the President was ousted, because he knew what was coming (his words to me). The board members present (now 6 in number) proceeded to elect new officers. There was an announcement naming the new officers in our weekly newsletter with no explanation about what happened. At the next regular Board meeting, there was no explanation as to what caused the changes of President and vice President. I'm wondering if they are required to make the motion to remove the President and then vote in an open meeting?  

Your help and comments are greatly appreciated.

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I believe that the written notice as posted would not be sufficient to satisfy  the RONR requirement that notice of a special meeting must describe the specific business to be transacted, in this case the removal of the president. However, as Mr. Huynh pointed out, the president's resignation and the subsequent election of new officers has resulted in the desired result being achieved. I'm not sure that anything can be done to reverse these actions at the moment, unless you want to start this process of removal without cause all over again.

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2 hours ago, Hieu H. Huynh said:

It appears that the desired result was achieved.

 

2 hours ago, Bruce Lages said:

I believe that the written notice as posted would not be sufficient to satisfy  the RONR requirement that notice of a special meeting must describe the specific business to be transacted, in this case the removal of the president. However, as Mr. Huynh pointed out, the president's resignation and the subsequent election of new officers has resulted in the desired result being achieved. I'm not sure that anything can be done to reverse these actions at the moment, unless you want to start this process of removal without cause all over again.

But as I understand the facts, the election of subsequent officers also occurred at the special meeting, and are therefore also null and void. Additionally, I suspect that the resignations have not yet been accepted. So the removal and the elections could be declared null and void, and the resignations could be withdrawn.

It seems to me that the proper course of action would be to raise a Point of Order that the removal and subsequent elections are null and void. If this fails at a board meeting, they can try again at a meeting of the membership.

I agree that it would have been preferable if the President and Vice President had not submitted their resignations, but I don’t think it’s time to give up just yet.

Edited by Josh Martin
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Guest Who's Coming to Dinner
6 hours ago, DanL said:

I'm wondering if they are required to make the motion to remove the President and then vote in an open meeting?

Is that really your question? I think "no," because nothing you have posted requires this action to be taken outside of executive session.

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1 hour ago, Josh Martin said:

But as I understand the facts, the election of subsequent officers also occurred at the special meeting, and are therefore also null and void. Additionally, I suspect that the resignations have not yet been accepted. So the removal and the elections could be declared null and void, and the resignations could be withdrawn.

It seems to me that the proper course of action would be to raise a Point of Order that the removal and subsequent elections are null and void. If this fails at a board meeting, they can try again at a meeting of the membership.

I agree that it would have been preferable if the President and Vice President had not submitted their resignations, but I don’t think it’s time to give up just yet.

Josh, you may have missed the post where DanL quotes the bylaws with specific provisions relating to resignations.

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Guest, What puzzles me about this part of the process is how the Board should inform the membership that their President was removed from office and why they are staring at a new set of officers at the front of the room. This new set of officers made no reference to the change and conducted business as if nothing happened.

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1 hour ago, Shmuel Gerber said:

Josh, you may have missed the post where DanL quotes the bylaws with specific provisions relating to resignations.

I did miss that part. Thanks.

It thus unfortunately seems that, even though the removal was improper, the President and Vice President are certainly out of office now, since they resigned and the bylaws specifically provide that no acceptance of resignations is necessary for them to be effective.

 

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Thanks to everyone for your input. My thinking at present is to give the information to the former President. He may choose to expose the shenanigans at the next open board meeting during the Member comments portion... although he has to carefully weigh the damage it may do to the Association's reputation. Our Board meetings are open to the local media which always attends and reports. They love to report conflicts!

 

 

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