Amending Minutes/Reciding Motion

[SFHA Bubba]

In reviewing last years BOD minutes, I noticed We as a Board voted on a motion that was out of order IMHO. We as an HOA live by ByLaws and Covenants. In this case it deals with an item in our covenants.

The motion made: President ABC also asked clarification from board regarding collection of dues once construction of a home has begun. With the objective that future boards would follow the same collection method, a motion by ABC, and a second from XYZ, was made to assess an additional $480 from a homeowner once construction of a home has begun in addition to the $240 the homeowner has already paid as a lot owner; motion passed. 

The Covenant already present: 7.4.1.3 Property Owner agrees to pay Homeowners Association dues and assessments for a home plus a vacant lot. However, if the owner wants to combine two lots and not pay SFHA dues or both, the following apply: no more than two lots may be combined for the purpose of reducing fees; some house and/or garage foundation and structure must be situated on each lot; combining approval will not occur until after all construction is complete; lot dues will convert to the single home dues once the lots are combined and recorded as such.

Lot dues are $240 and Home dues are $720....Homeowner pays the $480 as noted in Covenant once lots are combined at end of project not beginning !

The Board can not amend Covenants, only the association.

All of that to ask....Does this not require amending previous minutes and recinding a motion. If so and after discussion at next Board Meeting, how do We proceed.......Motion out of order, Rescind Motion, Ammend previous minutes....I get lost in all the articles out there available to read and proper steps to take ? 

 

 

 

[Hieu H. Huynh]

The minutes should be a record of what was done (regardless of whether it was proper or not).

[Hieu H. Huynh]

A point of order could be raised that the adopted motion is in conflict with the bylaws and is null and void.

[SFHA Bubba]

Taking minutes of our meetings is not in question, it's the proper steps in bringing up a previous motion that was out of order, recinding said motion and amending minutes of a year old meeting.

edit: Sorry, I posted as you were posting the second time.

 

Edited January 12, 2018 at 02:09 AM by SFHA Bubba

[Hieu H. Huynh]

The minutes of the next meeting would include the point of order.

[Joshua Katz]

37 minutes ago, SFHA Bubba said:

All of that to ask....Does this not require amending previous minutes and recinding a motion. If so and after discussion at next Board Meeting, how do We proceed.......Motion out of order, Rescind Motion, Ammend previous minutes....I get lost in all the articles out there available to read and proper steps to take ? 

 

If the action is still in effect, raise a point of order.  Either it will be ruled out of order, or not, either of which is appealable.  If the chair/assembly decide it was in order, you could then move to rescind it regardless.  It's not clear to me that there remains an unexecuted portion of this motion, though.  I see an "objective" which was not part of the motion (and, incidentally, probably does not belong in the minutes), and a motion only impacting one lot, whose owner has presumably already paid.  If I'm right, there's nothing to rescind, although you could make a new motion to return the money.

In any event, what was done was done, and those are the ways to correct it - not amending the old minutes.  If the motion is accurately recorded, there's nothing to amend.  The only amendment I might think would be proper would be removing the commentary that was not part of the motion, but that's unrelated to the point of order or motion to rescind.  As a general matter, if you later change an action, you don't change the minutes of when it was adopted originally.

[SFHA Bubba]

As noted in first post, there was a motion made, voted on and passed to have the $480 paid when home has begun. Our Covenants state, as noted in first post above, that the $480 is to paid after all construction is complete. There is no question of repaying anyone anything, it has to do with the previous motion recorded in Feb 2017 was out of order in attempting to make a change to our Covenants, which the Board of Directors  can not do, only the HOA members. 

The intent of the motion was to have any future Boards follow the collection method.proposed in the Feb 2017 motion. However, the present board and any future Board has to follow the Covenants now in place. Perhaps I am failing in explaining the issue ?

[J. J.]

3 minutes ago, SFHA Bubba said:

As noted in first post, there was a motion made, voted on and passed to have the $480 paid when home has begun. Our Covenants state, as noted in first post above, that the $480 is to paid after all construction is complete. There is no question of repaying anyone anything, it has to do with the previous motion recorded in Feb 2017 was out of order in attempting to make a change to our Covenants, which the Board of Directors  can not do, only the HOA members. 

The intent of the motion was to have any future Boards follow the collection method.proposed in the Feb 2017 motion. However, the present board and any future Board has to follow the Covenants now in place. Perhaps I am failing in explaining the issue ?

It i understand this correctly, the 2/17 motion has been completely carried out; if so, it is no longer in effect. 

 

Is the board attempting to collect when building starts?

Edited January 12, 2018 at 02:45 AM by J. J.

[Joshua Katz]

13 minutes ago, SFHA Bubba said:

The intent of the motion was to have any future Boards follow the collection method.proposed in the Feb 2017 motion. However, the present board and any future Board has to follow the Covenants now in place. Perhaps I am failing in explaining the issue ?

You know your organization's affairs better than I do.  Regardless, the answer to your original question remains the same: if a motion remains in effect which violates your rules, raise a point of order at a meeting, and appeal if necessary.  If the decision of the assembly (board, in this case) is that you are incorrect, you can make a motion to rescind.  (If that fails, you can also make such a motion, depending on your specific rules, in the parent assembly.)  No change should be made to old minutes as a result of either action; the actions should be recorded in the minutes of the meeting at which they take place.  The minutes remain accurate, even if you later overturn the action or decide it was out of order.

[SFHA Bubba]

2 minutes ago, J. J. said:

Is the board attempting to collect when building starts?

We have no one at this time that have given the Architectural Committee house plans but We normally have a couple of homes a year built. When they do start building, We are not supposed to collect anything according to our Covenants until the House is complete, then and only then is when We collect the extra $480 dollars. I as a Board member am simply wanting to make it known at our next Board meeting that We, thru a motion that passed by the Board in Feb 2017, made an attempted change to our Covenants, which We as a Board can not do.

We do not have provisions in our ByLaws that says We are required to follow Roberts Rules but I am simply wanting to follow them personally as close as I can when the need arises. At the end of the day this will probably be easily fixed and I am placing to much importance on things like recinding motions, amending minutes, motion out of order....etc.

Thanks for all the responses tho, it's always a learning experience for me when reading these threads.

 

[Guest Who's Coming to Dinner]

16 minutes ago, SFHA Bubba said:

The intent of the motion was to have any future Boards follow the collection method.proposed in the Feb 2017 motion. However, the present board and any future Board has to follow the Covenants now in place. Perhaps I am failing in explaining the issue ?

First of all, there will be no striking out or amending of past minutes. The minutes are a record of what was actually done, right or wrong. Unless you have a time machine, you cannot rewrite history.

So you have a motion in effect which conflicts with the bylaws. That makes it null and void. To get the fact recognized, you must raise a point of order at a meeting. The result of that point, and the appeal which may possibly follow it, are recorded in the minutes of that meeting.

[SFHA Bubba]

6 minutes ago, Joshua Katz said:

If the decision of the assembly (board, in this case) is that you are incorrect, you can make a motion to rescind.  (If that fails, you can also make such a motion, depending on your specific rules, in the parent assembly.)  No change should be made to old minutes as a result of either action; the actions should be recorded in the minutes of the meeting at which they take place.  The minutes remain accurate, even if you later overturn the action or decide it was out of order.

That in itself answered it all, so Thanks. We as a Board get along great and without being cocky sounding, they will understand the mistake and I'll simply raise a point of order which will then be reflected in our minutes and any future collections will adhere to what is stated in our present Covenants.

[SFHA Bubba]

14 minutes ago, Guest Who's Coming to Dinner said:

First of all, there will be no striking out or amending of past minutes. The minutes are a record of what was actually done, right or wrong. Unless you have a time machine, you cannot rewrite history.

So you have a motion in effect which conflicts with the bylaws. That makes it null and void. To get the fact recognized, you must raise a point of order at a meeting. The result of that point, and the appeal which may possibly follow it, are recorded in the minutes of that meeting.

First of all, there was never a mention of "striking out" and very much realize "minutes are a record of what was actually done, right or wrong." As for "there will be no amending of past minutes", correct me if I am wrong but does not section 35 in RONR, 11th ed give details on how best to "Amend something previously adopted" ?

It's also the Covenants I have been speaking of not the ByLaws but I digress.

[Joshua Katz]

19 minutes ago, SFHA Bubba said:

As for "there will be no amending of past minutes", correct me if I am wrong but does not section 35 in RONR, 11th ed give details on how best to "Amend something previously adopted" ?

Yes, adopted minutes can be amended.  They only should be amended, though, if they are inaccurate or incorrect in some way.  Your objection here is to what was done, not to how it was recorded.  By the way, the motion to rescind something previously adopted, which I suggested would be appropriate if your point of order failed, forms a pair with the motion to amend something previously adopted.  In any case, what's appropriate here is to (if the point of order fails) change what was done, not how it was recorded.  I mean, can you falsify your minutes via this motion?  Sure, but you shouldn't - for many reasons, but in part because it would render the minutes of your next meeting unintelligible.  Which is just an example of the general principles as to why we don't falsify records - because the records tell a story which evolves over time, and they exist precisely so that people can understand the story.  

Or look at it another way.  Suppose some homeowner complains of their treatment during the period between the motion's adoption and your point of order (if it is accepted).  Would you rather explain the way they were charged with the minutes of the February 2017 meeting as they are, or as they'd appear if you took out this motion?  Either way (apparently), they were charged incorrectly, but in the latter case, it would also appear that there was absolutely no reason, no good-faith belief, etc. for the charges to be billed as they were.  That puts you in a worse position.

Disclaimer:  I am not agreeing, or disagreeing, with your claim that the motion was out of order.  I'm simply telling you how to proceed on that basis.  

[Gary Novosielski]

30 minutes ago, SFHA Bubba said:

First of all, there was never a mention of "striking out" and very much realize "minutes are a record of what was actually done, right or wrong." As for "there will be no amending of past minutes", correct me if I am wrong but does not section 35 in RONR, 11th ed give details on how best to "Amend something previously adopted" ?

Yes, it does, and that is the tool that would be used to amend past, and already approved, minutes in the event that an error in properly recording what was actually done is later discovered.

[Gary c Tesser]

23 minutes ago, SFHA Bubba said:

First of all, there was never a mention of "striking out" and very much realize "minutes are a record of what was actually done, right or wrong." As for "there will be no amending of past minutes", correct me if I am wrong but does not section 35 in RONR, 11th ed give details on how best to "Amend something previously adopted" ?

The reference to "striking out" was probably about the idea of amending the minutes.  Yes, you correctly read Section 35.  But look at p. 308, #b (OK OK, "b" is not a number) :  so, it is impossible to undo the fact that the motion, however erroneously, was made and adopted; and it is unconscionable  (see p. 299, last four words) to propose that the minutes record anything other than what happened.

(But actually I don't think that that is actually what you have been proposing, I think we are all in agreement and there is only a misunderstanding and we are all on the same page (as the contemporary instant-cliche' goes).)