Notice for ratifying bylaws - was there actually one and was it proper?

[Marsha Thole]

You would think this would be a no-brainer, but perhaps not. The HOA bylaws state:

The Board may amend these Bylaws or any portions thereof. Changes shall take effect upon ratification by a majority vote of the required number of Association Members (as defined in...) at a membership meeting which includes this stated purpose and which has had proper notice. Any member in good standing may submit in writing to the Board a proposed amendment at any time throughout the year.

Sequence of events: 

1. A general comment was published in the December newsletter o/a Dec 1 as to the date only of the annual meeting of the HOA, with a note that the agenda would be in the January newsletter. No mention was made of voting on bylaws.

2. The agenda for the Feb 19 meeting was published in the January newsletter o/a Jan 1, with no line item for ratification of the bylaws. In fact, I was in the HOA office and asked if there would be any bylaw amendments, and the response was no.

3. The Feb newsletter published the agenda again, and once again, nothing on it related to bylaws.

4. On Feb 11, 2022, members received the email packet for the meeting (to be held Feb 19 via zoom) with the agenda, which now includes an item for ratifying the bylaws. 

The way I read the bylaws and what ensued, there has not been proper notice for the voting on the bylaws. It would appear that action would have to be moved to a special meeting in March, if anything. Personally, I believe that the omission of the ratification of the bylaws was left out intentionally. 

What say you experts out there? 

What would be the best way for me to approach this--before the meeting or at the meeting? (People will roll their eyes, as most think the bylaws are suggestions and their attitude is, "What's the big deal?" When the call to approve the agenda is made? (My response would be to remove it, as proper notice has not been given.) As a point of order? 

 

 

Edited February 12, 2022 at 05:01 AM by Marsha Thole
Left out the item on the current newsletter.

[J. J.]

How much previous notice of meetings is required by the bylaws?

[Josh Martin]

On 2/11/2022 at 10:44 PM, Marsha Thole said:

The way I read the bylaws and what ensued, there has not been proper notice for the voting on the bylaws. It would appear that action would have to be moved to a special meeting in March, if anything. Personally, I believe that the omission of the ratification of the bylaws was left out intentionally. 

I am uncertain whether there has been proper notice. The rule you have cited simply says "at a membership meeting which includes this stated purpose and which has had proper notice." The rule provides no clarification regarding the manner in which notice is provided or the amount of notice required for a meeting or for a bylaws amendment. Based solely upon these rules, I am unable to reach any conclusion as to whether sufficient notice has been given.

We are told that "On Feb 11, 2022, members received the email packet for the meeting (to be held Feb 19 via zoom) with the agenda, which now includes an item for ratifying the bylaws." So it would appear that eight days of notice were provided, and notice was provided electronically.

Do your bylaws say anything further on this matter, either in regard to notice for amendments to the bylaws or in regard to notice for meetings? I certainly hope so. In the unfortunate event that they do not, I suppose the organization will have to determine whether the above constitutes "proper notice."

On 2/11/2022 at 10:44 PM, Marsha Thole said:

What would be the best way for me to approach this--before the meeting or at the meeting? (People will roll their eyes, as most think the bylaws are suggestions and their attitude is, "What's the big deal?" When the call to approve the agenda is made? (My response would be to remove it, as proper notice has not been given.) As a point of order? 

The Point of Order would be raised when the motion to ratify the bylaw amendments actually comes up. I do not believe a Point of Order may be made on this matter when approving the agenda.

Edited February 12, 2022 at 09:50 PM by Josh Martin

[Marsha Thole]

On 2/12/2022 at 7:47 AM, J. J. said:

How much previous notice of meetings is required by the bylaws?

Under meetings is the following language: Section 5.1 Annual Meeting. An Annual Meeting of the Association shall be held on a Saturday in February of each year for the presentation of reports to the membership from the outgoing officers and Committee chairs, for the election of new Directors, and for the transaction of such other business as may come before the Association. All members shall be notified of the time and place of the Annual Meeting no later than 14 days prior to such meeting.

 

[Marsha Thole]

No mention in the above language as to the agenda. Under Special Meetings in the bylaws, the notice requirement is 30 days.

[Marsha Thole]

On 2/12/2022 at 2:49 PM, Josh Martin said:

I am uncertain whether there has been proper notice. The rule you have cited simply says "at a membership meeting which includes this stated purpose and which has had proper notice." The rule provides no clarification regarding the manner in which notice is provided or the amount of notice required for a meeting or for a bylaws amendment. Based solely upon these rules, I am unable to reach any conclusion as to whether sufficient notice has been given.

We are told that "On Feb 11, 2022, members received the email packet for the meeting (to be held Feb 19 via zoom) with the agenda, which now includes an item for ratifying the bylaws." So it would appear that eight days of notice were provided, and notice was provided electronically.

Do your bylaws say anything further on this matter, either in regard to notice for amendments to the bylaws or in regard to notice for meetings? I certainly hope so. In the unfortunate event that they do not, I suppose the organization will have to determine whether the above constitutes "proper notice."

 

Josh, this is what the bylaws state on the annual meeting: Section 5.1 Annual Meeting. An Annual Meeting of the Association shall be held on a Saturday in February of each year for the presentation of reports to the membership from the outgoing officers and Committee chairs, for the election of new Directors, and for the transaction of such other business as may come before the Association. All members shall be notified of the time and place of the Annual Meeting no later than 14 days prior to such meeting.

The notice is 14 days (the next paragraph, now shown is 30 days for a special meeting). No mention here of the agenda in the section above, just "transaction of other business," which, to me, is inadequate.

 

[Josh Martin]

On 2/12/2022 at 5:08 PM, Marsha Thole said:

Josh, this is what the bylaws state on the annual meeting: Section 5.1 Annual Meeting. An Annual Meeting of the Association shall be held on a Saturday in February of each year for the presentation of reports to the membership from the outgoing officers and Committee chairs, for the election of new Directors, and for the transaction of such other business as may come before the Association. All members shall be notified of the time and place of the Annual Meeting no later than 14 days prior to such meeting.

The notice is 14 days (the next paragraph, now shown is 30 days for a special meeting). No mention here of the agenda in the section above, just "transaction of other business," which, to me, is inadequate.

Thank you. Based on these additional facts, I am in agreement that the notice provided is insufficient. The rule regarding notice of the bylaws provides that "at a membership meeting which includes this stated purpose and which has had proper notice." Based on the language provided, I am inclined to think this rule requires including the notice in the call of the meeting. As you note, notice of the annual meeting must be sent no less than 14 days in advance. Since notice of the bylaw amendment was sent only 8 days in advance, I am in agreement that this is insufficient.

[J. J.]

On 2/12/2022 at 6:08 PM, Marsha Thole said:

Josh, this is what the bylaws state on the annual meeting: Section 5.1 Annual Meeting. An Annual Meeting of the Association shall be held on a Saturday in February of each year for the presentation of reports to the membership from the outgoing officers and Committee chairs, for the election of new Directors, and for the transaction of such other business as may come before the Association. All members shall be notified of the time and place of the Annual Meeting no later than 14 days prior to such meeting.

The notice is 14 days (the next paragraph, now shown is 30 days for a special meeting). No mention here of the agenda in the section above, just "transaction of other business," which, to me, is inadequate.

 

I agree with  my colleague Mr. Martin.  Notice was not sufficient.