Minutes Approval / time interval / "Small Boards"

[New Secretary]

After a six year "sabbatical" from the Board of our generally dysfunctional 9-unit mostly seasonal condominium association, I am again a board member.  When I agreed to step up, I made it plain that if we did not at least make a good-faith effort to follow our governing instruments and experience reasonable success in the effort, I would resign.  No small threat, as our nine units have only fifteen individual owners, as follows  -- two have just left the 3-person board, the third member is threatening to resign, five are in their late 70s and 80s and in various states of old-age-related health, and two are litigants against the association in a 6+ year ongoing legal feud.  That leaves three persons available to serve should our third member resign.  Two of those three are spouses of the two newly-elected members, which, while not contrary to our bylaws, would not be optimal.  (Thank you for your patience.)

My first question regards approval of minutes.  The association has typically only had its Annual Meeting.  The long-serving Secretary (threatening to resign and unlikely to remain as secretary when we organize ourselves in a couple of days) has sent out minutes 11 months after the meeting, along with the Notice and Agenda for the following year's meeting.  The minutes  have often been considered inaccurate, and I believe they have usually been in improper format, containing all sorts of gossipy , irrelevant information.  The lagging time frame and irrelevant information likley contributes to the problem. We typically have all sorts of corrections made, which, of course, often leads to disagreements THE FOLLOWING year, when the corrected minutes are sent out and discussed again.

I read that when the next regular business session is not to be held within a quarterly time interval, an executive board  "should be authorized to approve the minutes".  Can someone suggest to me what procedures should occur to allow for an executive board to approve minutes of a meeting of the full association?  Can executive board action alone provide for this?  Also, can such approval, if made, be made to allow for the approval of ALL minutes, irrespective of the "quarterly time interval" standard?

In another matter, I would appreciate  any thoughts and considerations about the usefulness (or not), "advisedness" (or not) and propriety (or not) of making our full association meetings subject to the "small board" rules.  With nine units and fifteen owners, we rarely have more than ten or twelve individuals present for a meeting.

Thank you.

 

 

 

 

[Guest Who's Coming to Dinner]

At your upcoming meeting, move to create a special rule that the board be empowered to approve the minutes of the annual meeting. Be prepared to explain the reasons for doing so and to allay suspicion that you are up to no good. It would help to point out that the members can still amend the minutes at subsequent meetings.

As to operating under small board rules, I advise against it. Considering the bouquet of diversity (adversity?) you describe, it would be best to proceed formally. That is the way to avoid discord and delay.

[Josh Martin]

1 hour ago, Back_On_The_Board_Aug_2018 said:

I read that when the next regular business session is not to be held within a quarterly time interval, an executive board  "should be authorized to approve the minutes".  Can someone suggest to me what procedures should occur to allow for an executive board to approve minutes of a meeting of the full association?  Can executive board action alone provide for this?  Also, can such approval, if made, be made to allow for the approval of ALL minutes, irrespective of the "quarterly time interval" standard?

The membership would adopt a motion to authorize the board to approve the current meeting’s minutes. A majority vote would be sufficient. It would also be in order for the membership to authorize the board to approve all minutes of the membership. This would be a special rule of order, which requires a 2/3 vote with previous notice or a vote of a majority of the entire membership.

The board may not authorize itself to approve the membership’s minutes.

1 hour ago, Back_On_The_Board_Aug_2018 said:

In another matter, I would appreciate  any thoughts and considerations about the usefulness (or not), "advisedness" (or not) and propriety (or not) of making our full association meetings subject to the "small board" rules.  With nine units and fifteen owners, we rarely have more than ten or twelve individuals present for a meeting.

Well, RONR does note that an association may use the small board rules if it wishes, by means of adopting a special of order. It is ultimately up to the association to decide whether this is advisable. Other than the notes on size, RONR also has the following comment on when to use formal rules (or not), in the context of providing advice for the presiding officer on how strictly to enforce the rules. It seems applicable here as well.

“Good judgment is essential; the assembly may be of such a nature, through its unfamiliarity with parliamentary usage and its peaceable disposition, that strict enforcement of the rules, instead of assisting, would greatly hinder business. But in large assemblies where there is much work to be done, and especially where there is likelihood of trouble, the only safe course is to require a strict observance of the rules.”  (RONR 11th ed., pg. 456)

Edited August 21, 2018 at 01:47 PM by Josh Martin

[New Secretary]

Thank you both.

Am I to understand that a special rule of order allowing for the executive board to approve minutes of entire membership meetings can be passed if a vote of more than 50% of the total membership votes for it, or if 2/3 of those present at a properly noticed meeting vote for it?  This issue is relevant as one unit owns more than 33%, with the other 8 units owning 7% to 9% each. 

Because of the personalities presently involved,  it has long been impossible for us to do anything that requires a 2/3 vote.  But a 50% +1 vote is fairly easy as the owners are good about giving proxies when they cannot attend.

The comments re: small board rules are what I expected, but positive reinforcement is helpful. 

 

 

[Chris Harrison]

3 minutes ago, Back_On_The_Board_Aug_2018 said:

Am I to understand that a special rule of order allowing for the executive board to approve minutes of entire membership meetings can be passed if a vote of more than 50% of the total membership votes for it, or if 2/3 of those present at a properly noticed meeting vote for it? 

Not completely correct.  It is a majority of the ENTIRE membership (without previous notice) or a 2/3 vote if notice was given. See RONR p. 17  ll. 28-31.

 

[Richard Brown]

Just to make sure you understand Chris Harrison's and Josh Martin's posts about a two thirds vote:  That means a vote of two thirds of those present AND VOTING.  Two thirds of the votes cast.  Twice as many yes votes as no votes.  A  two thirds vote is not based on the total membership or the members who  are present (unless the bylaws specify otherwise), but is two thirds of the votes cast.

With a large membership, a two thirds vote is usually easier to get than the vote of a majority of the entire membership.  But, in a small board where most or all members usually attend, a vote of the majority of the entire membership (of the board) is often easier to get.

Example:  You have 100 members.  The vote of a majority of the entire membership would require 51 yes votes regardless of how many members are present.  But if 60 members vote, regardless of how many are present, 40 yes votes would be sufficient for a two thirds vote.

But, assume you have a board of 12 members.  If all members are present and vote, a two thirds vote would  require 8 yes votes.  But, a majority of the entire board membership would require only 7 yes votes.

[New Secretary]

28 minutes ago, Chris Harrison said:

Not completely correct.  It is a majority of the ENTIRE membership (without previous notice) or a 2/3 vote if notice was given. See RONR p. 17  ll. 28-31.

 

it seems counter-intuitive.  One might think that it should be more difficult--not less-- to pass something with no notice.

Special rule of order aside, can we provide at a full membership meeting that the minutes for  that meeting be subject to approval by a board meeting?  If so, what vote would be required?  Would the matter have to have been included in the notice and agenda for that meeting?

As for the annual membership meeting we just held, can we provide at the soon-to-be-held special meeting that those minutes for the prior meeting be subject to board approval?  If so, again, would the matter need to be on the special meeting's agenda?  Note that our bylaws provide for two types of membership meetings--the annual meeting, at which a board member term expires and a replacement is elected (and whatever else is places on the agenda).  All other membership meetings are at the call of the president and are referred to as special meetings.  Same general notice and agenda requirements.

[Atul Kapur]

RONR says that special meetings only can deal with the business that has been noticed in the notice of meeting.

Further, special meetings usually do not approve minutes of previous meeting. I said "usually" because you could, if you wish, include with the notice of the meeting "approval of annual meeting minutes" and then you could do it then.

Just a final point regarding the two different thresholds of voting. If you give notice, then you could pass a Special Rule if you pass EITHER of the two thresholds. So if you get 2/3 of those voting OR you get a majority of the entire membership, then it passes. So providing notice does not make it more difficult to adopt,  it gives you an extra option.

[Joshua Katz]

28 minutes ago, Back_On_The_Board_Aug_2018 said:

it seems counter-intuitive.  One might think that it should be more difficult--not less-- to pass something with no notice.

 

It is. Suppose there are 100 members. To get a majority of the entire membership, you need 51 votes in the affirmative. To get a majority vote, you could have as few as one vote in the affirmative, if everyone else present abstains. Two-thirds is, by definition, more difficult than a majority. There are some fun math puzzles if you try to compare 2/3 to a majority of the entire membership, but there's no need to figure that one out (except in the case of bylaw amendments). Two-thirds and a majority of the entire membership are the relevant thresholds without notice, while a majority of those present and voting is sufficient with notice.

[Josh Martin]

53 minutes ago, Back_On_The_Board_Aug_2018 said:

it seems counter-intuitive.  One might think that it should be more difficult--not less-- to pass something with no notice.

I apologize for any confusion. I will try to be more clear. If no notice is given, the rule may be adopted only by a vote of a majority of the entire membership. If notice is given, the rule may be adopted by a vote of a majority of the entire membership or by a 2/3 vote, whichever may be obtained.

Since your assembly has a small membership and high attendance, it may well be that it is no more difficult to adopt a special rule of order when no notice is provided, however, it is certainly not the case that providing notice will make it more difficult to adopt such a rule.

53 minutes ago, Back_On_The_Board_Aug_2018 said:

Special rule of order aside, can we provide at a full membership meeting that the minutes for  that meeting be subject to approval by a board meeting?

Yes. 

53 minutes ago, Back_On_The_Board_Aug_2018 said:

If so, what vote would be required?

A majority vote.

53 minutes ago, Back_On_The_Board_Aug_2018 said:

Would the matter have to have been included in the notice and agenda for that meeting?

No.

53 minutes ago, Back_On_The_Board_Aug_2018 said:

As for the annual membership meeting we just held, can we provide at the soon-to-be-held special meeting that those minutes for the prior meeting be subject to board approval?

Yes.

53 minutes ago, Back_On_The_Board_Aug_2018 said:

If so, again, would the matter need to be on the special meeting's agenda?

It would need to be included in the call (notice) of the meeting, because a special meeting may only consider business included in the call. It does not need to be on the agenda.

21 minutes ago, Joshua Katz said:

It is. Suppose there are 100 members. To get a majority of the entire membership, you need 51 votes in the affirmative. To get a majority vote, you could have as few as one vote in the affirmative, if everyone else present abstains. Two-thirds is, by definition, more difficult than a majority. There are some fun math puzzles if you try to compare 2/3 to a majority of the entire membership, but there's no need to figure that one out (except in the case of bylaw amendments). Two-thirds and a majority of the entire membership are the relevant thresholds without notice, while a majority of those present and voting is sufficient with notice.

The question was regarding the proper threshold for adopting a special rule of order, in which case the requirement is a 2/3 vote with notice, or a vote of a majority of the entire membership without notice. As has been clarified, however, a vote of a majority of the entire membership is still an option if notice is given.

[Joshua Katz]

4 minutes ago, Josh Martin said:

 The question was regarding the proper threshold for adopting a special rule of order, in which case the requirement is a 2/3 vote with notice, or a vote of a majority of the entire membership without notice. As has been clarified, however, a vote of a majority of the entire membership is still an option if notice is given.

Okay, now I understand the question better. Yes, there are mathematical circumstances where a 2/3 vote is harder, in some sense, than a majority of the entire membership. But, as Mr. Martin says, when notice is given, whichever is easier remains an option. Giving notice never makes it harder.

I should have read the thread from the beginning.

[New Secretary]

47 minutes ago, Josh Martin said:

It would need to be included in the call (notice) of the meeting, because a special meeting may only consider business included in the call. It does not need to be on the agenda.

 

 I knew I know little, but I guess I know less than I thought.  I'm not at all clear on how to put a matter on the call/notice, as opposed to putting a matter on the agenda.  Our notices and agenda have always generally been one document referred to as "Notice/Agenda", with the first section being the what/time/place information, followed by the agenda items.

On the plus side, we have a presentation scheduled by a property management firm that might be assisting with all this should we retain them.

 

[Guest Zev]

On ‎8‎/‎21‎/‎2018 at 3:59 PM, Back_On_The_Board_Aug_2018 said:

I'm not at all clear on how to put a matter on the call/notice, as opposed to putting a matter on the agenda.

If this organization makes known to its members what subjects or motions are scheduled to be considered at the next meeting, then that is what notice is.

[New Secretary]

1 minute ago, Guest Zev said:

If this organization makes known to its members what subjects or motions are scheduled to be considered at the next meeting, then that is what notice is.

Thank you.  I have plowed through the some of the material and come to at least partially understand that what many put on an "agenda" should really just be part of the notice.  I always thought that notice was just time and place and matters to be discussed were part of an agenda.

[Josh Martin]

14 hours ago, Back_On_The_Board_Aug_2018 said:

Thank you.  I have plowed through the some of the material and come to at least partially understand that what many put on an "agenda" should really just be part of the notice.  I always thought that notice was just time and place and matters to be discussed were part of an agenda.

The call (or notice) of a meeting includes, at a minimum, time and place. In the case of a special meeting, the notice must also include the matters to be discussed. There are also some motions which require notice even for a regular meeting, or for which notice lowers the threshold required for adoption. Those items may be included in the call or may be announced orally at the previous regular meeting, if there is less than a quarterly interval between the meetings.

An agenda includes the general headings of business and also may include particular items of business, placing these items in a particular order and (if desired) the particular times at which some or all of those items are to be considered. While a draft agenda may be distributed ahead of time, the agenda is not binding until it is adopted at the meeting.

Additionally, RONR suggests that an assembly which has regular meetings more often than quarterly has no need for an agenda, and that the assembly should instead simply use the standard order of business in RONR or a special order of business suited to the needs of the organization. Special meetings also frequently have no need for an agenda, as the meeting is limited to conducting the business in the call, which often only includes a single item, making the question of what order to consider the items in moot. It is conceivable, however, that a special meeting could be called for a number of items, in which event an agenda may be desirable.

[New Secretary]

Thanks Josh.  I'm getting there.