Majority of Members Voting

[Guest Bill]

We are a 350 single family HOA in South Carolina. Some time ago our BOD adopted a Resolution regarding Capital Expenditures which requires any Capital Expenditure in excess of $X be approved by the majority of the total votes in the Association. In our case that would be 176 approval votes, the majority of the total 350 votes in the Association. 

We have the typical homeowner apathy where about 30%, or about 100, of our membership do not bother to vote on any issues. That means that instead of requiring 176 votes out of 350, we really need 176 votes out of the 250 members that do vote. This can make it difficult to pass anything, even though it is in the best interest of the community, since those not voting has the effect of a no vote. 

Question - Would it be permissible for the BOD to change the pass/fail requirements in this Resolution to read a majority of the members voting. I cannot find anything in Roberts Rules or SC Law that would prohibit doing so. 

[Joshua Katz]

So long as the only thing requiring this vote threshold is the BOD motion, I see no reason the board cannot rescind its own motion, using the motion to amend or rescind something previously adopted (which requires a 2/3 vote, a vote of the majority of the entire membership - of the board in this case, or a majority vote with notice). I'm not entirely sure that the motion was, in fact, in order, but that doesn't matter all that much now.

[Josh Martin]

1 hour ago, Guest Bill said:

Question - Would it be permissible for the BOD to change the pass/fail requirements in this Resolution to read a majority of the members voting. I cannot find anything in Roberts Rules or SC Law that would prohibit doing so. 

I strongly suspect that the board did not have the authority to adopt such a resolution in the first place.

“The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above.” (RONR, 11th ed., pg. 486)

First, the rule in question conflicts with at least the parliamentary authority (assuming that authority is RONR), and is therefore not in order on that basis. Second, the rule cited above says that a board may adopt “its own” rules. A subordinate board is not authorized to adopt rules for the society’s meetings unless so authorized by the society or its rules. If the rule was not properly adopted, the proper course of action is not a motion to Rescind, but a Point of Order (or a ruling by the chair on his own initiative) that the rule is null and void, followed by an Appeal if necessary.

If the board wishes, the board may adopt a new rule specifying that expenditures above $X require the membership’s approval. I think this is acceptable as it merely constrains the board’s actions rather than infringing on the rules of how the society conducts its own business. Specifying a majority of members voting is not required, since this is the default in RONR.

In the unlikely event that the board did have the authority to adopt the rule in question, the board may still certainly rescind or amend it. There is no doubt that the board may rescind or amend rules which the board itself adopted.

1 hour ago, Joshua Katz said:

So long as the only thing requiring this vote threshold is the BOD motion, I see no reason the board cannot rescind its own motion, using the motion to amend or rescind something previously adopted (which requires a 2/3 vote, a vote of the majority of the entire membership - of the board in this case, or a majority vote with notice). 

It seems to me that the rule in question is in the nature of a special rule of order. As a result, the threshold to rescind it is a 2/3 vote with notice or a vote of a majority of the entire membership (of the board). Assuming, of course, that the rule was properly adopted.

1 hour ago, Joshua Katz said:

I'm not entirely sure that the motion was, in fact, in order, but that doesn't matter all that much now.

I think it does matter. It seems to me that a Point of Order is the correct route to go. While it is correct that the end result will be the same for this rule (the rule will no longer be in effect), this will create a precedent that the board does not have the authority to adopt such motions, which can be referred to by the presiding officer in the event that a board member moves to create a similar rule in the future.

Edited April 28, 2019 at 07:26 PM by Josh Martin