Board failed to vote.

[Guest Steve]

A Board moved adoption of the agenda and to approve the Consent Agenda Items. After, debate the Board did not vote and the Clerk failed to catch the error. What is the proper course to correct the error?

[George Mervosh]

26 minutes ago, Guest Steve said:

A Board moved adoption of the agenda and to approve the Consent Agenda Items. After, debate the Board did not vote and the Clerk failed to catch the error. What is the proper course to correct the error?

As far as RONR is concerned It's too late now to worry about the adoption of an agenda for a meeting that has concluded, and I can't see why the board can't adopt those other items at its next meeting. But if this is a governmental body(since you have a clerk I thought it might be), you should check with the board's attorney for complete clarification including any additional notice that might be required.

[Guest frustrated by foolishness]

In our HOA the leadership seems to be somewhat unaware of procedures.  At a recent meeting, there was a motion and vote that the Board should seek legal advice about a matter of great concern to many persons.  The leadership openly stated that they did not wish to spend the money... yet the populace overwhelmingly voted to spend the money and take some aciton.

A review of the minutes of that HOA meeting (unknown when it was published) indicated that the vote was taken BUT it was deemed invalid by the leadership (not stated when this error was discovered) because the person who made the original motion was not a voting member of the HOA, and because he had not paid dues for the year does not even have the right to speak at the meetings (!)  No other comments about the matter in the meeting minutes, the HOA newsletter, etc.  Also, no mention of the item on the agenda for tonight's meeting which was posted within the last 4 hours- so no time for anyone to come to the meeting prepared.  The leadership has also stated that the HOA meeting is NOT for "questsion and answer"- any such issues have to wait until the end of the meeting!

This seems to be a matter of the leadership wanting to avoid the wishes of the voting members  I think the leadership missed the boat at the original vote and cannot summarily void the entire issue.    What is the correct way to deal with this kind of voting procedural error if discovered after the fact.

[Josh Martin]

56 minutes ago, Guest frustrated by foolishness said:

A review of the minutes of that HOA meeting (unknown when it was published) indicated that the vote was taken BUT it was deemed invalid by the leadership (not stated when this error was discovered) because the person who made the original motion was not a voting member of the HOA, and because he had not paid dues for the year does not even have the right to speak at the meetings

This decision is in error for several reasons.

• For starters, it is not necessarily the case that a member who is delinquent in dues loses any of their rights of membership. This is only the case if the bylaws so provide.
• RONR does not specify what the rights of a “non-voting member” are, so it will be up to the society to interpret whether such a member has the right to vote.
• Even assuming this person did not have the right to make a motion, a Point of Order regarding such matters must be raised promptly. This issue does not cause a continuing breach.
• Finally, even if this had been a continuing breach, the board has no authority to rule a motion adopted by the membership invalid. Such a ruling could only be made by the chair at a meeting of the membership, and would be subject to appeal. A majority vote is sufficient to overturn the chair’s ruling.

56 minutes ago, Guest frustrated by foolishness said:

The leadership has also stated that the HOA meeting is NOT for "questsion and answer"- any such issues have to wait until the end of the meeting!

Questions pertaining to pending business, such as a pending motion or report, are in order. RONR does not, however, provide for a general “question and answer period,” although the assembly may do so if it wishes.

Is the upcoming meeting you refer to a meeting of the board or of the membership?

56 minutes ago, Guest frustrated by foolishness said:

This seems to be a matter of the leadership wanting to avoid the wishes of the voting members  I think the leadership missed the boat at the original vote and cannot summarily void the entire issue.    What is the correct way to deal with this kind of voting procedural error if discovered after the fact.

The correct way to deal with this kind of procedural issue if discovered after the fact is to do nothing. This issue is not a continuing breach. The motion is valid.

Edited September 18, 2019 at 11:19 PM by Josh Martin

[Guest frustrated by foolishness]

Thanks for taking the time to offer some insight!   We are a voluntary HOA.  The "upcoming" meeting  was a general meeting of the membership.  At that meeting last week, I addressed the members about the fact that the minutes of the prior meeting (which took place a few months ago) should not be accepted because the determination that the vote was invalid: 1. had not taken place at the meeting  2. that the basis for stating the vote was invalid was not supported by our bylaws (which seem to only identify the right to vote at meetings as a perk of paying one's dues).  The President blustered on and without a motion said that he presumed I was in support of accepting the minutes in question (??!!).  I immediately moved to table the vote until the matter was clarified - seconded and passed by vote overwhelmingly.   The Pres sent an email the next day to state that the minutes had been amended (he did eliminate any indication in the minutes that the vote was not valid and the motion to engage a lawyer was passed).   In his email he apoligized for "letting this happen" noting the fact that the person making the motion was not a member was found 2 days later. Not apoligizing for having declared the vote invalid (no mention of this in the minutes of the Board meetings either) and he repeated that the person making the motion had never been a paid member of the HOA, and said that the person had voted (!).  This would not have been possible because when people come to the meeting, only dues paying members are issued a voting card to hold up when votes are taken....  So the President has a great issue with the truth.

From what I understand in our bylaws, the only clear benefit to be derived from paying dues, is that you can vote at the HOA meetings.  There is no statement indicating that persons who own property and/or live in the community cannot attend meetings, ask questions, or even put forth motions.  The fact that all persons who own property and/or homes in the community  must abide by the rules and regulations of the community, even if they are not "payed members" of the HOA would seem mean that barring them from speaking at a genral meeting would be starting on a very slippery slope.  We are also a declared "not for profit organization" for the County and IRS purposes.  The county has said that a a result, there are rights which all lot/home owners are granted, even if they are not dues paying HOA members.  I would think the details of these are found somewhere (but not in any of the HOA documents that I can locate).

The Board of Directors are "elected" (that is in quotes because often there is no competition).  In theory there is a new Board elected each year.  They are certainly dedicated as everyone is a volunteer - but the volunteer status seems to be a commonly stated justification every time they screw up.  Rules of order are typically trampled.  Rule by "because I said so and we can" is often the order of the day.  Just because you can doesn't mean you should and just because you don't have to doesn't mean you shouldn't.  

It would seem that as a new group assumes the leadership, they can essentially make rules, change rules and take action on any number of items without the consent of the voting members; and with little recourse to prevent someone(s) from persuing a personal agenda. 

Aside from votng in a new group, which would potentially cause chaos on all levels.....What to do?

[Atul Kapur]

Hire a parliamentarian to do some combination of:

1) educate the members,

2) educate the leadership,

3a) serve as meeting parliamentarian,

3b) serve as neutral, third-party presiding officer.