Board member resignation

[Guest Melissa]

Hoping someone can help.  We just had our HOA board election last month and a member that was nominated and accepted the position at the time now resigns. The board now nominated a homeowner as well as a member that is on the board this year but did not get voted back in for next. The votes are tied at 2 to 2 and the only other person on the board to vote is one of the nominees. Are they allowed to vote?

[Bruce Lages]

The key to the answer to your question is not "nominee', but 'on the board'. If this person is a current member of the board, and it is the board that is voting, then that person can vote. His or her status as a nominee is irrelevant unless your rules say otherwise.

[Guest Who's Coming to Dinner]

4 hours ago, Guest Melissa said:

Hoping someone can help.  We just had our HOA board election last month and a member that was nominated and accepted the position at the time now resigns. The board now nominated a homeowner as well as a member that is on the board this year but did not get voted back in for next. The votes are tied at 2 to 2 and the only other person on the board to vote is one of the nominees. Are they allowed to vote?

Is your board empowered to fill prospective vacancies? There is no vacancy at this time because the winning candidate does not occupy the office. The vote would normally have to wait until the beginning of the new term.

[Guest Melissa]

We have voted and agreed to fill the position now. The deciding factor which is a board member and also one of the nominees is being told they can't vote because they are a nominee. During our Election the nominees vote all the time so just wondering if this is different and why?

[Gary Novosielski]

There is no rule against voting for yourself.

[Richard Brown]

4 hours ago, Guest Melissa said:

Hoping someone can help.  We just had our HOA board election last month and a member that was nominated and accepted the position at the time now resigns. The board now nominated a homeowner as well as a member that is on the board this year but did not get voted back in for next. The votes are tied at 2 to 2 and the only other person on the board to vote is one of the nominees. Are they allowed to vote?

 

6 minutes ago, Guest Melissa said:

We have voted and agreed to fill the position now. The deciding factor which is a board member and also one of the nominees is being told they can't vote because they are a nominee. During our Election the nominees vote all the time so just wondering if this is different and why?

Guest Melissa, I can't tell from your posts exactly what is going on. 

Have the "new" board members taken office yet? 

Also, was the person who resigned (or declined to serve) actually elected prior to resigning?

How many vacancies actually exist?

I agree with my colleagues that being a "nominee" does not prevent a member from voting for herself... or for anyone else.  The question is whether this person is a member of the board at the time that the vote to fill the vacancy takes place.

 

[Guest Melissa]

The person that resigned does not take office till January 1st. She did win the vote at the annual elections last month. I (who currently holds the position) was the runner up. Our management is telling us our current board has to vote someone in. She also told me I am not allowed to vote for myself and the 4 members need to figure it out and give her an answer because as of now it's a tied vote

[jstackpo]

Since you are, I take it, a Member of the Board, you are entitled to vote on ALL Board matters, including filling the vacancy.

Your management is dead wrong (unless there is some special rule in your bylaws).  Ask the management to show you the rule preventing you from voting -- I'll bet they won't be able to.

[Joshua Katz]

1 hour ago, Guest Melissa said:

Our management is telling us our current board has to vote someone in. She also told me I am not allowed to vote for myself and the 4 members need to figure it out and give her an answer because as of now it's a tied vote

Why do we get so many questions about situations where organizations are taking orders from their employees? The manager works for you (not you personally, but the board) not the other way around. The board should not let her push it around.

[Richard Brown]

1 hour ago, Guest Melissa said:

Our management is telling us our current board has to vote someone in. She also told me I am not allowed to vote for myself and the 4 members need to figure it out and give her an answer because as of now it's a tied vote

Agreeing with my colleagues, you absolutely have the right to vote on filling the vacancy unless your organization has a superior rule which prohibits it.

In addition, if there is some controversy as to whether or not you may vote, it is your board, not your management company, which has the right to make that decision. However, RONR is quite clear: you have the right to vote. There should be no controversy.

[Guest Who's Coming to Dinner]

14 hours ago, Richard Brown said:

The question is whether this person is a member of the board at the time that the vote to fill the vacancy takes place.

My point exactly. The office does not stand vacant today. Can the board legitimately fill a vacancy which has yet to occur?

[Richard Brown]

Guest Melissa, supplementing my last comment immediately above, it is a fundamental principle of parliamentary law  that the right to vote is a basic, fundamental right of a member of an assembly.  Your board is such an assembly. If you are a member of it at the time a vote is taken, you have the right to vote on that issue.  You cannot be compelled to abstain. 

See, for example, the following language from page  265 of RONR:

Rules which embody fundamental principles of parliamentary law, such as the rule that allows only one question to be considered at a time (p. 59), cannot be suspended, even by a unanimous vote. Thus, since it is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting (p. 423), the rules cannot be suspended so as to give the right to vote to a nonmember,* or to authorize absentee (pp. 423–24) voting. Likewise, since it is a fundamental principle that each member of a deliberative assembly is entitled to one—and only one—vote on a question, the rules may not be suspended so as to authorize cumulative voting (pp. 443–44).

And this on page 407:

[page 407] ONE PERSON, ONE VOTE. It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one—and only one—vote on a question. This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote. For example, in a convention, a person selected as delegate by more than one constituent body may cast only one vote. An individual member's right to vote may not be transferred to another person (for example, by the use of proxies).

And this at the very beginning of the book on page 3:

[page 3] A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings.

And, in case someone claims that you have some sort of conflict and must abstain, see this on pages 407-408:

ABSTAINING FROM VOTING ON A QUESTION OF DIRECT PERSONAL INTEREST. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances.

VOTING ON QUESTIONS AFFECTING ONESELF. The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which [page 408] members generally are eligible, or should not vote when other members are included with him in a motion. If a member never voted on a question affecting himself, it would be impossible for a society to vote to hold a banquet, or for the majority to prevent a small minority from preferring charges against them and suspending or expelling them (61, 63).

Perhaps you should show this thread to your management company.  As someone else, Dr. Stackpole, I  believe, said, if someone is claiming you cannot vote, ask that person to show you the rule.  And keep in mind that your parliamentary authority is presumably the current 11th edition of RONR, not some other book.  The quotes I provided are straight out of the book.

[Guest Melissa]

Thank you all! I bowed down.  I decided to not even accept the nomination for next year because I was fighting a losing battle. Even though I deserve the position I would rather not sit on a board that clearly doesn't want me. I have showed them where it clearly states in writing that I can vote but they keep saying im reading it wrong or I wish there is something we can do, etc. I will continue to take care of my community regardless of a board title! This all became a popularity contest and I just hope someone on the board has "community intentions" instead of personally

 

Thank you!

[Joshua Katz]

4 minutes ago, Richard Brown said:

Perhaps you should show this thread to your management company. 

Why? When the management company tells a board member she can't vote, the proper response is to ignore them, not to present them with evidence. If the company persists, a terse reminder that the board has the power to fire the company should be sufficient.

[Richard Brown]

13 minutes ago, Joshua Katz said:

Why? When the management company tells a board member she can't vote, the proper response is to ignore them, not to present them with evidence. If the company persists, a terse reminder that the board has the power to fire the company should be sufficient.

Well, I disagree.  If the management company is giving bad advice, it needs to be told or shown what the correct rule is.  Showing the manager this thread just might do the trick and cause a retraction and an apology and prevent the company from giving the same bad advice to other organizations. 

I do agree, though, that if the management company persists with such bad advice, the advice on that point, at least, should be ignored.... and that perhaps searching for a new management company might be in order.

[Josh Martin]

3 hours ago, Guest Who's Coming to Dinner said:

My point exactly. The office does not stand vacant today. Can the board legitimately fill a vacancy which has yet to occur?

Generally speaking, I see no reason why not.

[Gary Novosielski]

5 hours ago, Guest Melissa said:

The person that resigned does not take office till January 1st. She did win the vote at the annual elections last month. I (who currently holds the position) was the runner up. Our management is telling us our current board has to vote someone in. She also told me I am not allowed to vote for myself and the 4 members need to figure it out and give her an answer because as of now it's a tied vote

If the rules in RONR apply, you definitely are entitled to vote on the appointment. If the management says "It's in Robert's Rules", ask them to show you the page.  <spoiler alert> It's not in there.  Maybe your management firm is not the best one out there.

Since the vacancy will not occur until January, the motion should so state, because it would not be in order to put someone in office before the vacancy happens, but like Mr. Martin, I don't see any problem with making the decision in advance.  And I'm a known procrastinator. 

Edited November 9, 2018 at 06:48 PM by Gary Novosielski