Master Board votes in HOA

[TomL]

The Master Board at our community recently voted on several issues. 2 weeks later at a sub- committee meeting, it was voted to ask the Master Board to revisit 3 of the items and vote again. It was not a unanimous decision but passed. What would be the reasons why they could not do that? Our rules state that anyone who wants to speak at a Master Board meeting on an agenda topic must submit in writing their request to either the General Manager or the President 48 prior to the start of the meeting and may have 3 minutes to speak. As of today, the minutes of the sub-committee have not been posted. 

[Alicia Percell, PRP]

When you ask, "What would be the reasons why they could not do that," what is the antecedent of "they?"  Are you asking for any reasons the subcommittee might not be able to ask the Master Board to revisit the items?  Or are you asking for any reasons the Master Board might not be able to do as requested by the subcommittee and revisit the items?

[TomL]

Thanks for the reply. I am looking for reason why the Master Board would not be able to do as requested. However, if there are also reasons why the sub-committee would not be able to ask the Master Board, I would be happy to hear those reasons. If you haven't guessed, I am the lone dissenter on the sub-committee who doesn't want this to go to a vote! I am happy with what the Master Board previously voted. 

[Alicia Percell, PRP]

I suppose one could make an argument that IF the subject matter were outside the scope of the subcommittee, that it was out of order for them to take up the subject.  But that is likely not one of the timeliness exceptions to raising a point of order, so any complaint about that would need to have arisen at the time the subcommittee took up the issue.  Even if the issue had been defeated at the subcommittee level, there's likely nothing that precludes any member of the organization from asking the Master Board to do something.  So the proceedings within the subcommittee are probably a dead end for you.

You didn't happen to mention whether the 3 items at issue were subjects for which the motions were adopted or whether those motions failed.  If the motions failed, then they could be renewed (brought back again as a new motion) at any future meeting to try again.  Not much you can do to stop that.

If, however, the 3 items are motions which were adopted, there are numerous ways that the Master Board CAN revisit subjects they have previously addressed.  See in general Chapter IX of RONR 12th ed.  Some of them have limitations, and the threshold for changing a prior decision is intentionally a little higher than what it took to adopt a motion on the subject the first time, so maybe that little edge would be of help you.

Chapter IX Section 35 covers options to Rescind or Amend Something Previously Adopted, which require a 2/3 vote, or a majority vote with notice, or a majority of the membership, so it's harder to change the decision than it was to adopt in the first place.  It doesn't have a lot of limitations, but see 35:6 for motions which cannot be rescinded/amended, like if an authorized contract has already been executed and can't be undone.

Section 37 is about motions to Reconsider, and its description is the closest to what you describe as asking the Master Board to "revisit 3 of the items and vote again."  This motion has restrictions on timing and who can move to reconsider, and it is most likely out of order for the Master Board to do at this point due to the time limit in 37:8(b).  Only someone who voted with the prevailing side can make the motion.  See 37:9(s) for a list of motions to which it can't be applied.

So the bad news for you as someone who likes the status quo is that there ARE ways for the Master Board to revisit past subjects, but there are some restrictions you need to read about to see whether they might apply to your circumstances to help you keep the status quo.

Of course, there's always the political approach of just lobbying the board members to see things your way and not change course.

[Josh Martin]

On 11/18/2022 at 5:03 PM, TomL said:

The Master Board at our community recently voted on several issues. 2 weeks later at a sub- committee meeting, it was voted to ask the Master Board to revisit 3 of the items and vote again. It was not a unanimous decision but passed. What would be the reasons why they could not do that?

 

On 11/18/2022 at 6:30 PM, TomL said:

Thanks for the reply. I am looking for reason why the Master Board would not be able to do as requested. However, if there are also reasons why the sub-committee would not be able to ask the Master Board, I would be happy to hear those reasons. If you haven't guessed, I am the lone dissenter on the sub-committee who doesn't want this to go to a vote! I am happy with what the Master Board previously voted. 

I would first note as a technical matter that it sounds like this is a committee, not a subcommittee. A committee of a board is still a committee. A subcommittee is a committee of a committee, which doesn't seem to be the case here.

It seems there are ultimately two questions: "Can the committee ask the board to revisit these actions?" and "Can the board revisit these actions?" So I'll address both questions.

Committees are limited to taking action on matters within the scope of the committee's duties. So the one reason I can think of why the committee would not be able to make this recommendation is if the items in question are beyond the scope of the committee's duties. Provided that the items are within the scope of the committee's duties, however, I see no reason why the committee cannot make this recommendation. This is, of course, only a recommendation. It is up to the board whether to follow the recommendation or not. Even in the event that the committee is not able to make this recommendation, I would note that nothing would prevent the board from acting on this matter on its own initiative.

If the question is whether the board can revisit these items, the answer is generally yes, although there are some rare exceptions. If we had additional facts regarding the situation, we could further advise on whether the items may be revisited and the procedures required to do so. At a minimum, it would be helpful to know whether this relates to motions which were originally adopted or defeated and the general subject matter of the motions.

Most likely, however, I think your best course of action at this time is simply to attempt to explain to the board your reasoning as to why, in your opinion, these items should not be revisited, since it is unlikely that there is a reason they cannot be revisited.

On 11/19/2022 at 12:20 AM, Alicia Percell, PRP said:

I suppose one could make an argument that IF the subject matter were outside the scope of the subcommittee, that it was out of order for them to take up the subject.  But that is likely not one of the timeliness exceptions to raising a point of order, so any complaint about that would need to have arisen at the time the subcommittee took up the issue.  Even if the issue had been defeated at the subcommittee level, there's likely nothing that precludes any member of the organization from asking the Master Board to do something.  So the proceedings within the subcommittee are probably a dead end for you.

In the event that these recommendations exceed the scope of the committee's duties, I think that a Point of Order could be raised at the board meeting, at the time the report is made.

As you note, however, the fact that this is not formally the recommendation of the committee would not prevent the board from taking action, so this wouldn't really accomplish much.

Edited November 19, 2022 at 01:03 PM by Josh Martin

[TomL]

Thanks for the input so far. I will give you some detail as to the situation. I think I have learned a little from what has been posted here and I think I can post a better reply.

I live in a gated community is SW Florida with a golf course. We use a system called Chelsea to assign tee times to the members. The system has been altered over the years and there are a lot of complaints during the season, from Jan 1st to Mar 31st of each year. We created a sub-committee of the Golf Committee called Chelsea, I was the chairman of that committee and after several public meetings I held a meeting to make motions to recommend changes to the Chelsea system to the Golf Committee. It was duly noted in the agenda that motions would be made. I made 13 different motions, all starting with we recommend to the Golf committee to recommend to the Master Board the following change to our rules and regulations. I would then state which rule was to be changed and we voted on the 13 motions. Some passed, some did not. The Golf Committee chair then called a special meeting of the golf committee. Unfortunately, he decided to hold the meeting on a date that I was not present and had no availability to connect to the meeting via Zoom. He then presented 2 motions to the golf committee, taking one of the motions I made and lumped the other 6 motions that had passed into 1 motion. Both motions passed.

The Master Board then took up the motions but decided to vote individually on the 7 items. The vote was different than what had been passed by the golf committee.

At the next regular golf committee meeting, the agenda item Old Business simply stated: Recommended changes to the Chelsea system. When we got to that item someone made the Motion to ask the Master Board to re-vote on 1 of the items and that motion did not have a second so was not voted on. Then another person made a motion to have the Master Board re-vote on 3 items and that had a second and was passed.

In our club, if you wish to speak at a meeting, you must in writing notify the General Manager or Club President at least 48 in advance of the meeting and which topic on the agenda you wish to speak. Our rules also state that the agenda for a meeting must be posted at least 48 hours prior to the meeting, unless $$ are involved and then agenda must be posted 14 days in advance.

I do not know exactly when the agenda came out for the Golf Committee meeting but will attempt to find that out.

I do not believe that proper notice was given to the community and therefore the motion in the Golf Committee is improper and should not be considered by the Master Board.

Hopefully, I am correct!

   -Tom

[Josh Martin]

On 11/20/2022 at 10:23 AM, TomL said:

In our club, if you wish to speak at a meeting, you must in writing notify the General Manager or Club President at least 48 in advance of the meeting and which topic on the agenda you wish to speak.

I would look carefully at this rule. I am uncertain whether it is applicable here, for two reasons.

• I am not certain this rule is applicable to committee meetings.
• I am not certain this rule is applicable to members of the body that is meeting. Based upon the paraphrase, it sounds like the intent of the rule is that it may apply to persons who are not members of the body who wish to speak at the meeting. It would seem rather absurd for members of a committee or assembly to need to inform the General Manager or Club President 48 hours in advance of items they intend to speak on.
   

On 11/20/2022 at 10:23 AM, TomL said:

Our rules also state that the agenda for a meeting must be posted at least 48 hours prior to the meeting, unless $$ are involved and then agenda must be posted 14 days in advance.

I would look carefully at this rule. I am uncertain whether it is applicable here, because I am not certain this rule is applicable to committee meetings.

Further, it is not clear to me whether the agenda which is posted 48 hours in advance is intended to be a tentative agenda or whether it does in fact prohibit the consideration of items not listed on the agenda.

It also seems possible your question relates to the notice for the board meeting. To the extent that this rule requires previous notice of all motions (of 48 hours, or 14 days for motions involving money), then I would concur that if such notice is not provided, that would prevent the board from acting on these motions at this meeting. The board could still act on these motions at a future meeting where proper notice has been provided.

On 11/20/2022 at 10:23 AM, TomL said:

At the next regular golf committee meeting, the agenda item Old Business simply stated: Recommended changes to the Chelsea system. When we got to that item someone made the Motion to ask the Master Board to re-vote on 1 of the items and that motion did not have a second so was not voted on. Then another person made a motion to have the Master Board re-vote on 3 items and that had a second and was passed.

I am not entirely clear on the status of the original motions.

• If the original motions were adopted, then the appropriate tool to revisit them is a motion to Rescind or Amend Something Previously Adopted, which requires a 2/3 vote, a vote of a majority of the entire membership (of the board, in this case), or a majority vote with previous notice.
• If the original motions were defeated, then the motions can simply be "renewed" (made again).

I see nothing from the facts presented which would categorically prevent the board from revisiting these matters. You have raised some additional facts concerning rules which may require previous notice for certain motions. It is conceivable that this may prevent the board from revisiting the matter at the upcoming board meeting, to the extent that sufficient notice has not been provided.

On 11/20/2022 at 10:23 AM, TomL said:

I do not believe that proper notice was given to the community and therefore the motion in the Golf Committee is improper and should not be considered by the Master Board.

I am skeptical that the motion in the Golf Committee is "improper" on the grounds that insufficient notice was provided for the committee meeting, but to the extent this is correct, I suppose the board could not act on the motion at this time, however, a board member (or the committee) could provide proper notice for a future meeting.

I can potentially see a reasonable argument that the rule in question requires previous notice for this motion for the board meeting, and if such notice is not provided, the board could not act on it at this meeting, but again, it could do so at a future meeting where proper notice has been provided.

Edited November 20, 2022 at 05:25 PM by Josh Martin

[Richard Brown]

Another  problem I see with the notice requirement is that it says the agenda must be posted 48 hours in Advance of the meeting but also that persons wishing to speak must notify the general manager or the President at least 48 hours in advance of the meeting. That would be impossible to do if the notice is not posted until 48 hours before the meeting unless the notice requirement is for General members wishing to address the board on subjects unrelated to the agenda at a board meeting.

[TomL]

I want to thank everyone for taking their time and for their comments. I have written a letter to the Master Board outlining my thoughts, I stayed away from declaring that the vote was improper as I don't feel that it was based on what I heard here. I learned a lot from these conversations.

    -Tom