Vacancy of President and Vice-President during recess

[Jim Bartel]

Our HOA has regular Board meetings as well as a single annual meeting of the entire membership where the membership votes on amendments, etc. This meeting also includes the installment of new Directors. During this annual meeting, our President announced they would resign at the conclusion of the evening.

As I mentioned, the agenda also included votes where member ballots are counted. Unfortunately, due to unforeseen issues, a tally had to be postponed, and as a result, the outgoing President announced a new meeting date and chose to recess the meeting instead of adjourning so as to avoid a special meeting.

During this recess, the President and Vice-President vacated their seats, which were filled by the incoming Directors during an organizational meeting which is required 10 days after the Annual meeting.

The new Directors are facing calls that they cannot bring the recessed meeting back to order - only the outgoing President can. This seems absurd as it doesn't allow for unanticipated circumstances such as accidents, illness, etc.

I've researched the forums and I've seen references to RONR (12th ed.) 47:11(3) which addresses this at least somewhat. However, I'm interested in hearing what those of you who have had far more experience in dealing with these things have to say.

Thank you for your time.

 

 

[Josh Martin]

5 minutes ago, Jim Bartel said:

As I mentioned, the agenda also included votes where member ballots are counted. Unfortunately, due to unforeseen issues, a tally had to be postponed, and as a result, the outgoing President announced a new meeting date and chose to recess the meeting instead of adjourning so as to avoid a special meeting.

What you describe is, in fact, an adjournment. This is too long of a break to be considered a recess. The assembly nonetheless may avoid a special meeting. This is an "adjourned meeting."

"A recess, strictly speaking, is a short intermission or break within a meeting that does not end the meeting or destroy its continuity as a single gathering, and after which proceedings are immediately resumed at the point where they were interrupted.

...

An adjournment (that is, the act of the assembly’s adjourning) terminates a meeting; it may also end the session. If another meeting to continue the same business or order of business has been set for a definite time (or to be “at the call of the chair”), the adjournment does not end the session. (See also 9:17–19 for the use of the word adjournment as applied to an adjourned meeting; for the motion to Adjourn see 21.)" RONR (12th ed.) 8:2

"An adjourned meeting is a meeting in continuation of the session of the immediately preceding regular or special meeting. The name adjourned meeting means that the meeting is scheduled for a particular time (and place, if it is not otherwise established) by the assembly’s “adjourning to” or “adjourning until” that time and place. If a regular meeting or a special meeting is unable to complete its work, an adjourned meeting can be scheduled for later the same day or some other convenient time before the next regular meeting, by the adoption (as applicable) of a main or a privileged motion to fix the time to which to adjourn, or a main motion to adjourn until the specified time (see 21, 22). In such a case, the adjourned meeting is sometimes spoken of as “an adjournment of” the regular or special meeting. This usage should not be confused with the act of adjourning." RONR (12th ed.) 9:17

9 minutes ago, Jim Bartel said:

The new Directors are facing calls that they cannot bring the recessed meeting back to order - only the outgoing President can. This seems absurd as it doesn't allow for unanticipated circumstances such as accidents, illness, etc.

I've researched the forums and I've seen references to RONR (12th ed.) 47:11(3) which addresses this at least somewhat. However, I'm interested in hearing what those of you who have had far more experience in dealing with these things have to say.

I'm not entirely certain 47:11 is applicable here. As I understand it, a new President has been selected. If so, that person is the regular presiding officer and would be the person to preside and call the meeting to order. The fact that this person was not President when the previous meeting adjourned is irrelevant.

On the other hand, if the office of President is vacant, or if the President is absent, it is correct that what is said on 47:11(3) covers the situation.

So yes, the claim that only the former President can call the meeting back to order is absurd.