Voting after a meeting is adjourned

[Guest Jerome Klein]

Can a valid voting member of an association governed by Roberts Rules of Order vote on association matters after the meeting that had been called for that purpose is adjourned?

[Josh Martin]

8 minutes ago, Guest Jerome Klein said:

Can a valid voting member of an association governed by Roberts Rules of Order vote on association matters after the meeting that had been called for that purpose is adjourned?

The answer to this seems to quite clearly be "no," but I feel like I'm missing some key facts. I'm not clear on why this question arises. Was there an attempt to conduct business after the meeting had been adjourned? Did a member attempt to cast a vote on business which had already been completed?

[Guest Jerome Klein]

An HOA meeting was called legally and with proper notice.  There are 27 voting members.  An amendment was presented at the meeting that required 2/3 consent to pass.  There were 24 members represented at the meeting either in person or by proxy.  The vote was taken and the result was 16 in favor, 8 against.  The discussion that immediately followed was regarding the 3 absent voting members and should they be given a change to vote.  It was determined by discussion at the meeting that they should be given a chance to vote. The association secretary contacted the voters the next day and 2 voted in favor and 1 abstained.  The secretary sent out a notice stating the proposal passed by a final count of 18 in favor, 8 against and 1 abstained.  Did the proposal pass either at the meeting or after the meeting?

[Richard Brown]

3 minutes ago, Guest Jerome Klein said:

Did the proposal pass either at the meeting or after the meeting?

The proposal passed with the 16 to 8 vote at the meeting. Since there were twice as many yes votes as there were no votes, the motion passed. What happened after the meeting adjourned is irrelevant and was not proper and was not “legal“ from a parliamentary standpoint The people who were absent should not have been given a chance to vote after the original vote was taken. Their votes should not be included in the minutes nor should anything that happened after adjournment be included in the minutes.

[Josh Martin]

21 minutes ago, Guest Jerome Klein said:

An HOA meeting was called legally and with proper notice.  There are 27 voting members.  An amendment was presented at the meeting that required 2/3 consent to pass.  There were 24 members represented at the meeting either in person or by proxy.  The vote was taken and the result was 16 in favor, 8 against.  The discussion that immediately followed was regarding the 3 absent voting members and should they be given a change to vote.  It was determined by discussion at the meeting that they should be given a chance to vote. The association secretary contacted the voters the next day and 2 voted in favor and 1 abstained.  The secretary sent out a notice stating the proposal passed by a final count of 18 in favor, 8 against and 1 abstained.  Did the proposal pass either at the meeting or after the meeting?

I concur with Mr. Brown, although I would add that in this particular case it doesn't appear to make a difference. A vote of 16-8 and a vote of 18-8 both meet the requirement for a 2/3 vote. Unless the rule in question clearly provides otherwise, a 2/3 vote is calculated based on the number of people actually voting.

Edited April 29, 2021 at 02:00 PM by Josh Martin

[Guest Jerome Klein]

If the association declaration states that amendments require 2/3 of unit owners consent, does that mean 2/3 of all owners (meaning 18 of 27) or 2/3 of those represented at the meeting (16 of 24)?

[Richard Brown]

22 minutes ago, Guest Jerome Klein said:

If the association declaration states that amendments require 2/3 of unit owners consent, does that mean 2/3 of all owners (meaning 18 of 27) or 2/3 of those represented at the meeting (16 of 24)?

Details are important here. Please quote for us the exact, verbatim language from the bylaws regarding the vote threshold required. Please quote the provision exactly, don’t paraphrase.

Edited to add: you referred to the association declaration. Please quote the relevant provisions from both the declaration and from your bylaws.

Edited April 29, 2021 at 02:28 PM by Richard Brown
Added last paragraph

[J. J.]

16 minutes ago, Guest Jerome Klein said:

If the association declaration states that amendments require 2/3 of unit owners consent, does that mean 2/3 of all owners (meaning 18 of 27) or 2/3 of those represented at the meeting (16 of 24)?

You would have to quote the bylaws exactly.  Further, even after that, it might be a question of bylaw interpretation. 

[Guest Jerome Klein]

from the condo declaration:

Except as otherwise provided herein, this Declaration may only be amended with the written consent of at least two-thirds of the Unit Owners and each Owner's consent shall not be effective unless approved by the Mortgagee of the Unit; and provided, however, that no such amendment may substantially impair the security of any Unit Mortgagee. No amendment to the Declaration affecting the status or rights of the Declarant may be adopted without the written consent of Declarant. No amendment to this Declaration shall be effective until an instrument containing the amendment and stating that the required consents or votes were duly obtained, signed on behalf of the Association, and duly acknowledged or authenticated, is recorded with the Dane County Register of Deeds. For purposes of this provision and Declaration, each Unit shall have one (1) vote. 
 

from the condo by-laws:

9.01 Amendment. Except as otherwise provided herein, these By-Laws may be amended from time to  time by affirmative vote of at least sixty-seven percent (67%) of the total unit votes, at a meeting duly  called for the purpose. Any portion of these By-Laws that merely reflect or give priority to the  Declaration may not be amended unless the Declaration is similarly amended.  
 

[J. J.]

10 minutes ago, Guest Jerome Klein said:

from the condo by-laws:

9.01 Amendment. Except as otherwise provided herein, these By-Laws may be amended from time to  time by affirmative vote of at least sixty-seven percent (67%) of the total unit votes, at a meeting duly  called for the purpose. Any portion of these By-Laws that merely reflect or give priority to the  Declaration may not be amended unless the Declaration is similarly amended.  
 

Just to answer the bylaw question, while it is subject to interpretation, but I think it is fairly clear to say that "sixty-seven percent (67%) of the total unit votes" means 67% of the total number of unit votes, not 67% of those in attendance and voting. 

[Dan Honemann]

20 minutes ago, Guest Jerome Klein said:

from the condo by-laws:

9.01 Amendment. Except as otherwise provided herein, these By-Laws may be amended from time to  time by affirmative vote of at least sixty-seven percent (67%) of the total unit votes, at a meeting duly  called for the purpose. Any portion of these By-Laws that merely reflect or give priority to the  Declaration may not be amended unless the Declaration is similarly amended.  

 

6 minutes ago, J. J. said:

Just to answer the bylaw question, while it is subject to interpretation, but I think it is fairly clear to say that "sixty-seven percent (67%) of the total unit votes" means 67% of the total number of unit votes, not 67% of those in attendance and voting. 

What a difference a comma makes. 

[Atul Kapur]

26 minutes ago, Daniel H. Honemann said:

 

What a difference a comma makes. 

The Oakhurst Dairy Homeowners Association?

[Richard Brown]

29 minutes ago, J. J. said:

Just to answer the bylaw question, while it is subject to interpretation, but I think it is fairly clear to say that "sixty-seven percent (67%) of the total unit votes" means 67% of the total number of unit votes, not 67% of those in attendance and voting. 

While I agree that JJ’s interpretation of the quoted bylaw provision is quite likely the one intended by the drafters of the bylaws, I do not believe it is at all clear that that is the only reasonable  interpretation. The provision uses non-standard parliamentary language that makes it ambiguous. I would agree with JJ if the bylaws said   “The vote of 67% of the total number of units taken at a meeting duly called for the purpose“.  The fact that the quoted language calls for “by affirmative vote of at least sixty-seven percent (67%) of the total unit votes” creates the ambiguity. Ultimately, this is a question of bylaws interpretation for the association itself to make or for the courts to make.

One thing, however, is clear: Whether the requirement to amend the bylaws is a 67% vote of the votes cast or 67% of the total units owned, a vote of 16 to 8, being exactly a 2/3 vote, is not a 67% vote in either case and therefore the vote, if it was an amendment to the bylaws, should have failed. if the chair announced that the vote had passed, that creates still another problem.

One more point:  we have not been told what the nature of this resolution is that was being voted on. We do not know if it was an amendment to the bylaws which has one requirement, an amendment to the declarations which has a different requirement, or something else.

As to whether this was an amendment to the condo declaration, I note two things: first, the declaration does not call for a vote. It calls for the “written consent of at least two-thirds of the unit owners“. Written consent and a vote are not necessarily the same thing.

Ultimately, this is a question of bylaws interpretation for the association itself to make or for the courts to make.

[Guest Jerome Klein]

Thanks for your feedback on this question.  The vote was for an amendment to the declaration.

[Guest Puzzling]

I think you need proper specialist  legal advice, have a look at the website of the homeowners protection bureau hopb www.hopb.co  you will find much more legal information  there.

I agree with the statement that written consent forms are needed here. The condo declaration rules have priority over the condo bylaws. But as said before do consult a lawyer specialised in this field

[Richard Brown]

If 18 unit owners out of 27 want the change, that is exactly two thirds of the owners (or units). If they will sign a written consent or petition of some kind consenting to the change desired, it looks to me like that satisfies the requirement of the condo declaration for an amendment.

18 votes appear to be one vote short of the vote needed to amend the bylaws because the bylaws apparently require a vote of 67% of the units which would be 19 units rather than 18.

[Gary Novosielski]

14 hours ago, J. J. said:

Just to answer the bylaw question, while it is subject to interpretation, but I think it is fairly clear to say that "sixty-seven percent (67%) of the total unit votes" means 67% of the total number of unit votes, not 67% of those in attendance and voting. 

This language is a disaster, but it does say 67% (which is not 2/3) of the total unit votes.  Not 67% of units.  Is a unit a vote?  Is a vote that has not been cast a vote?  If someone that was entitled to vote does not attend the meeting, is that a vote?

I wouldn't bet the farm on it.