meeting chair, secretary/treasurer

[New Secretary]

The three-person executive board of our 9-unit dysfunctional condominium association just had its annual meeting.  Our 3rd member, who threatens to resign but fails to so, neither attended the meeting nor called in.  My colleague at the meeting does not wish to be on the board but agreed because nobody else would step up  He agreed to be president becasue he has neither the time nor the inclination to be treasurer or secretary.  I am now the treasurer and the secretary, as our bylaws allow.  Both offices were vacant at the start of the meeting due to a resignation and an expired term.

As no president was in office at its call to order, I chaired the meeting by acclimation and remained in the chair throughout.  The newly-elected president does not feel capable of chairing future meetings, nor does he care to do so in any event.  Can someone suggest a  process, if any is available, for myself to chair each meeting going forward? 

Also, when sending out communications to members regarding budgets, monthly assessments and the like, should I sign same as treasure or as secretary?  Our board has historically had all financial communications sent signed and sent by the treasurer--although I have never thought it correct.

Thanks.

[Hieu H. Huynh]

The rules could be suspended at each meeting to allow somesone else to chair it.

[Chris Harrison]

This isn't exactly RONR but your situation as it is right now seems pretty untenable.  You all might want to see if it is possible to get some Board members who actually want to do their jobs (a President who refuses to preside is unacceptable in my opinion), or check any applicable laws (and your bylaws) to determine if it is possible to do away with the Board entirely and let the Association conduct their own business.

[New Secretary]

1 hour ago, Chris Harrison said:

This isn't exactly RONR but your situation as it is right now seems pretty untenable.  You all might want to see if it is possible to get some Board members who actually want to do their jobs (a President who refuses to preside is unacceptable in my opinion), or check any applicable laws (and your bylaws) to determine if it is possible to do away with the Board entirely and let the Association conduct their own business.

I agree with what you write, except for the "unacceptable" part.  Please read the following, which I wrote as prelude to some forum questions I posted a few days ago.  (bad situation all around)

" 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. " 

In short, the new president is all we have right now.  We just organized ourselves yesterday, with 2 of us present.  Our bylaws do not allow for the president to hold any other office, and that is the office he was willing to fill.  The fact of the matter is, if I resign, there is a strong chance that the bills will not be paid, our utilities shut off, etc.  The former board left us with just enough money to pay the expected bills through December 31, but only if everybody fully pays and nobody pays late. It is untenable as you say, but I am doing the best that I can figure out to do.  We are in the process of retaining a management firm.  They agreed to be retained should we vote to do so, notwithstanding the board meeting yesterday at which the litigants acted out and all but threatened the firm that they risked becoming involved in the litigation if they allowed us to "join up" with them.  As of now, they are stilling willing to give us a shot.  We got in a Special Assessment at the meeting, and hopefully most will pay, although one is very unlikely to.

 

[Guest Who's Coming to Dinner]

10 hours ago, Back_On_The_Board_Aug_2018 said:

Can someone suggest a  process, if any is available, for myself to chair each meeting going forward? 

Also, when sending out communications to members regarding budgets, monthly assessments and the like, should I sign same as treasure or as secretary? .

As Mr. Huynh observes, you will have to suspend the rules at each meeting in order for you to take the chair from the president. Such a rule cannot last for more than one session. Any more permanent arrangement would require an amendment to your bylaws.

I believe it would be most appropriate for you to sign all your communications as "Secretary and Treasurer."

[Richard Brown]

11 hours ago, Back_On_The_Board_Aug_2018 said:

The newly-elected president does not feel capable of chairing future meetings, nor does he care to do so in any event.  Can someone suggest a  process, if any is available, for myself to chair each meeting going forward? 

Perhaps I'm overlooking something in RONR, but it seems to me that your organization can adopt a special rule of order that permits the president to select a chairman pro  tem to preside whenever the president chooses not to preside.  I think you can do that even if the bylaws specify that one of the duties of the president is to preside at meetings because that provision would be in the nature of a rule of order and therefore suspendable. 

However, I don't really think that is necessary since RONR permits the chair to select someone else to preside by unanimous consent or, if there is an objection, by majority vote (as long as there is no vice president ready and willing to preside who objects). It's my understanding you don't even have a vice president.  If you do, he has a right to preside whenever the president vacates the chair unless the assembly, by a two thirds vote, selects someone  else.   See pages 395 and 462 of RONR.  I therefore suggest you not adopt such a special rule of order because it can cause problems later, especially when you have a vice president willing to serve.  Such a special rule would make it easy for the president to keep him from presiding.

I agree with the previous post that suggested you sign correspondence as "Secretary/Treasurer" or "Secretary and Treasurer".  People are used to the term "Secretary/Treasurer" since in so many organizations it is a combined position.

As to your president not feeling comfortable with presiding, perhaps buying him a copy of RONR in Brief will help. There should not be anything difficult about presiding over a three member board, even one that is contentious at times.  Perhaps you can coax him into presiding over time.   http://www.robertsrules.com/inbrief.html

Some might cringe at this statement, but if two out of the three of you are in agreement, you have a two thirds vote and can do most anything you want to... within reason....and as long as it doesn't violate the bylaws.  With a two thirds vote, for example, you can suspend most rules in RONR.  Not all of them, but most of them.

Edited August 25, 2018 at 10:38 PM by Richard Brown

[Guest Zev]

Have you ever watched an episode of "Bar Rescue"? Sometimes Jon Taffer arrives and finds that not only the business is about to fail but in some cases the partners are at each other's throats, family members, or even spouses at the brink of divorce. Jon has to play the role of counsellor and bring peace among the warring parties even before he can work on the marketing strategy. I get the impression that this is what you need to do before Robert's Rules of Order will do its most good.

See if you can get the fifteen individuals in one room and ask them what it would take to arrive at a peaceful resolution, preferably getting rid of the irksome 6-year legal issue, and then making a calm and reasoned choice between distributing the workload in the board among themselves or hiring this management firm and getting rid of the board altogether.

Does any of this sound unreasonable?

[New Secretary]

Re: 3 or 4 previous responses:

For full membership meetings, we will never likely have all 15 individual owners of the 9 units together due to health and age  issues of some individuals;  and due to the nature of the 2 litigants, some owners will never attend, nor do the litigants seem capable of reason.  It is suggested that there may be "health issues" there as well.

The bylaws provide that the secretary presides if the president is absent.  The comment about the absent board member "not calling in" refers to the bylaw provision that a board member can participate in board meetings by tele-conferance.  We are a 9-unit condominium complex with a 3-person executive board.

At a board meeting, it would always be easy to suspend the rules as the president and myself would constitute a majority (2/3)of the board, and while the condo statute provides that all non-board member owners are allowed to attend board meetings, they are not allowed to vote, nor to speak unless the board allows same.

But a full membership meeting could be troublesome  re: suspension of the rules, depending on how many unit-owners attend.  The owners tend to be good about at least providing proxies if they cannot attend, specifically to protect against mischief by the litigants.   But still, not always certain.

Query:  What is the procedure if , 1) the president is not present at the start of a meeting, 2) the secretary calls the meeting to order, and, 3)  the president then arrives, late?  Would the gavel automatically then need to be passed to the president?

 

[Guest Zev]

Two things. First, you are the best judge of whether there is something that is salvageable in this equation. It seems you have a difficult situation at best. I wish you luck.

Second, concerning your questions. Yes, if the president is absent the secretary calls the meeting to order. If the president arrives at any point in time, the president pro tempore simply announces his presence and the president takes the chair. If this occurs in the middle of a motion's consideration, the president may wait until the pending question is voted on, but I know of no rule that prevents him from taking the chair. Some experts on this forum may have other ideas about that issue.

[New Secretary]

Thank you all. 

I suspect that the president will "come around" and be willing and able to chair.  The issue at this moment seems to be how new he is--both to RONR issues generally, and to our group.  He and his wife just became owners within the past year, having taken a deed from the wife's widowed father.  The 85-year-old father remains in the seasonal  unit under a life estate, but the president only came to the board last week at the 2nd meeting that he and his wife had attended.  While they had been vaguely aware that we had "issues",  they had only just very recently experienced them in any real way for the first time.  Nobody else would agree to serve.  I took the final year of a resigning boar member, pledging to resign if we did not "shape up" in reasonable ways--such as by having a second board member would would at least agree to have meetings, attend them, and make a reasonable effort.

[Atul Kapur]

It doesn't look like anyone so far has suggested the use of an Invited Temporary Presiding Officer. The provisions are found on pages 453-4. It mentions a nonmember filling this role, but I don't see why it could not also apply to a member (such as yourself). The two benefits are (a) that it only requires a majority vote to authorize this if the president and vice-president(s) do not object, and (b) that this allows the invited presiding officer to stay in that role even when the president is present at the meeting. Again, this would need to be renewed at the beginning of each meeting.

Of course, it may be that you could benefit from using the section as intended and bring in the services of "an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.)"
This person could role-model for your president or could also do one-to-one training with him/her.

 

16 hours ago, Richard Brown said:

it seems to me that your organization can adopt a special rule of order that permits the president to select a chairman pro  tem to preside whenever the president chooses not to preside.  I think you can do that even if the bylaws specify that one of the duties of the president is to preside at meetings because that provision would be in the nature of a rule of order and therefore suspendable. 

I do not think an assembly can adopt a special rule of order that conflicts with the bylaws. The rule in the bylaws can be suspended at each meeting (because it's in the nature of a rule of order) but if the assembly wishes to change this rule permanently, the only way to do that is to amend the bylaws.  Presumably (according to the fourth Principle of Interpretation of Bylaws) they are in the bylaws for a reason (p. 589-90).

Edited August 26, 2018 at 03:02 PM by Atul Kapur
inserted 2nd paragraph

[Josh Martin]

12 hours ago, Back_On_The_Board_Aug_2018 said:

Query:  What is the procedure if , 1) the president is not present at the start of a meeting, 2) the secretary calls the meeting to order, and, 3)  the president then arrives, late?  Would the gavel automatically then need to be passed to the president?

Well, for starters, I would note that in this situation, the Secretary only presides long enough for the assembly to elect a Chairman Pro Tempore - which could be, but need not be, the Secretary. When the President arrives, he would take the chair... although if the President is agreeable to the Chairman Pro Tempore continuing to preside, the assembly may approve this by unanimous consent or a majority vote.

I also concur with Mr. Brown and Mr. Kapur that, because the President is agreeing to this arrangement, only a majority vote will be required even if the President is present at the start of the meeting. (The Vice President must also agree, but it is not clear whether this organization has a Vice President.) It is only when the President and/or Vice President are unwilling to step aside that a suspension of the rules is required.

I would also note that none of this is to suggest that the assembly may force the President to preside against his will. If the President refuses to preside and the assembly does not consent to his choice of replacement, then the assembly would elect its own Chairman Pro Tempore.

[New Secretary]

As I see it now, the only potential problem re: who presides is at the membership meetings.  At the board meetings, with a 3-person board, we are covered.

As our bylaws provide that the secretary presides at both board and membership meetings if the president is absent, what are the ramifications of a president in attendance who refuses to preside?  Do you think it would be a requirement for the voting body to choose a replacement?  Or might the bylaw provision that the secretary presides in the president's absence be "stretchable" to include presiding in the case of a refusal?  We have no vice-president on our 3-person executive board.

[Gary Novosielski]

RONR requires at a minimum two officers for a meeting: a presiding officer, and a recording officer.

So, if the Secretary is chairing the meeting, it seems to me that a secretary pro tempore should be elected for that meeting.

[Josh Martin]

21 minutes ago, Back_On_The_Board_Aug_2018 said:

As our bylaws provide that the secretary presides at both board and membership meetings if the president is absent,

Oh, you should have mentioned that earlier. That simplifies matters considerably. In this event, the Secretary is like the “Vice President” in this regard. He would be next in line to preside whenever the President does not. No approval of the assembly is required, since this is already provided for in your rules.

23 minutes ago, Back_On_The_Board_Aug_2018 said:

what are the ramifications of a president in attendance who refuses to preside?

None, I suppose. (Many organizations would consider this to be cause for discipline against the President, especially if this happened often, but your organization appears to be taking what  it can get for officers in the circumstances.)

25 minutes ago, Back_On_The_Board_Aug_2018 said:

Do you think it would be a requirement for the voting body to choose a replacement?

No.

25 minutes ago, Back_On_The_Board_Aug_2018 said:

Or might the bylaw provision that the secretary presides in the president's absence be "stretchable" to include presiding in the case of a refusal?

Yes.

13 minutes ago, Gary Novosielski said:

RONR requires at a minimum two officers for a meeting: a presiding officer, and a recording officer.

So, if the Secretary is chairing the meeting, it seems to me that a secretary pro tempore should be elected for that meeting.

I would normally agree that a Secretary Pro Tempore should be elected in such cases (since it is difficult to preside and take minutes at the same time), but this organization seems to really struggle to get anyone (other than the OP) to do anything, so the Chairman Pro Tempore may have to just deal with performing both roles.

Additionally, it remains my opinion that no rule in RONR requires these two minimum officers to be different people, so the assembly is not required to elect a Secretary Pro Tempore in this instance.

[New Secretary]

Another question comes to mind. 

Our bylaws indicate that the president shall preside at all meetings at which he or she is present, and if not present, then by the senior officer present, and if no officer is present, then by any member of the body.  This could not be an issue with the 3-person board, as if no officer is present, then there is no quorum.  (Non-board member owners are by statute required to be noticed on all board meetings, and required to be allowed to attend--but neither to speak or vote.)

But as to a membership meeting, if the president is present but refuses to preside, would it be the case that the body is constrained to choose a presiding officer only from among other officers present?  As I presently sit as secretary and treasurer, the president and I are the only two officers of the group.  The third board member holds no office.  Do these facts add anything to the analysis?

 

[Josh Martin]

3 minutes ago, Back_On_The_Board_Aug_2018 said:

But as to a membership meeting, if the president is present but refuses to preside, would it be the case that the body is constrained to choose a presiding officer only from among other officers present?  As I presently sit as secretary and treasurer, the president and I are the only two officers of the group.  The third board member holds no office.  Do these facts add anything to the analysis?

No. An assembly may elect anyone it wishes as a Chairman Pro Tempore, whether or not that person is an officer, a board member, or even a member. Based on the additional facts you have provided however, it seems this may not be an issue.

Edited August 26, 2018 at 04:16 PM by Josh Martin

[Gary Novosielski]

23 hours ago, Back_On_The_Board_Aug_2018 said:

Another question comes to mind. 

Our bylaws indicate that the president shall preside at all meetings at which he or she is present, and if not present, then by the senior officer present, and if no officer is present, then by any member of the body.  This could not be an issue with the 3-person board, as if no officer is present, then there is no quorum.  (Non-board member owners are by statute required to be noticed on all board meetings, and required to be allowed to attend--but neither to speak or vote.)

But as to a membership meeting, if the president is present but refuses to preside, would it be the case that the body is constrained to choose a presiding officer only from among other officers present?  As I presently sit as secretary and treasurer, the president and I are the only two officers of the group.  The third board member holds no office.  Do these facts add anything to the analysis?

 

I think a careful reading of that bylaws provision would be wise.   Very often, it will be apparent that quorum and presiding duties are specified for all meetings of the organization itself, but not to board or committee meetings, which are left to their default values.  

[New Secretary]

56 minutes ago, Gary Novosielski said:

I think a careful reading of that bylaws provision would be wise.   Very often, it will be apparent that quorum and presiding duties are specified for all meetings of the organization itself, but not to board or committee meetings, which are left to their default values.  

 Every time I see more of the generous advice and comments of this forum, I re-read things a little more carefully.

The president is to preside at all meetings of "either body at which he is in attendance" -- the context being of the executive board, and/or of the full membership.  If he is absent, the "senior officer" shall preside.  If no officer, then "the body holding the meeting shall elect a person to preside."  The duties of the secretary indicate that in the absence of the president he shall "exercise the powers and perform the duties of the President". 

Our 3-person board has a reluctant president who has agreed to serve on the board because nobody else will, and who wanted to be president because he is time-constrained and believes that that office will take the smallest amount of time and effort.  He does not yet feel comfortable presiding.  I am now the secretary and the treasurer.  Our third board member threatens to resign but does not, and it is unclear if she will be participating--but it obviously makes things even more difficult than they already are.

Edited August 27, 2018 at 04:32 PM by Back_On_The_Board_Aug_2018