Board not following committee recommendations and voting via email to override committee

[Guest Cathy Guest]

In our HOA, the Board has Open Sessions as well as Executive sessions. Recently, more and more, things are done that people are not expecting to happen and only after the fact, when someone questions it, we learn that the Board had a "vote by email" between Board meetings and that's how the Board decided what it did. 

Example, at the Open Session the Board says it will "not remove a tree" or something like that, and then a week later the tree is gone and when we ask they tell us they had an email vote. We have been arguing that it is common courtesy that they should at least tell people if they are going against recommendations of a committee.... is there any official way to call a point of order? or any other recommended recourse?

When this happens it is not an unanimous decision but the majority of the Board do vote in favor and therefore "win" the vote. The trouble is that this seems to be a way to get things done without having to alert the community and each time this majority of Board members pass whatever they want. I thought that they could not vote outside of sessions unless it is unanimous, the decision had to occur during a meeting. 

It just feels like a waste of time being on committees because the Board appears to listen to committees but always decides to do the opposite through email. Resigning from the committee seems inevitable if the Board has no accountability to the committee members. 

Can you point me to somewhere in RONR that clarifies the correct process for voting outside a meeting via email. Are these votes valid if it is not a unanimous vote? Are there any appeals or point of orders that can occur....they obviously cannot put back the tree but how can we avoid this situation with the Board the next time around?

[Joshua Katz]

On 4/29/2023 at 6:16 PM, Guest Cathy Guest said:

Can you point me to somewhere in RONR that clarifies the correct process for voting outside a meeting via email.

No. RONR does not have rules for voting outside of a meeting, or via email, except to say that it must be authorized in the bylaws or else it is prohibited.

[Guest Cathy Guest]

When things must be "authorized" in the Bylaws (but are not,) the argument that they make is that the Bylaws are "silent" on that issue. Is there anything. Are you saying that the "point of order" that can be raised is to ask "Where in our Bylaws does it say that the Board can vote between meetings by email?" If that is the case, what is the RONR number that I could reference? Thank you.

[Gary Novosielski]

Finding that the bylaws are silent on a particular matter does not mean that you can do whatever the hell you feel like. 

It means that you then turn to the rules in your parliamentary authority, presumably RONR.  The rules in RONR are there specifically to provide for all the situations on which the bylaws are silent.

Specifically, regarding absentee voting, RONR says this: (emphasis added)

45:56
Absentee Voting. It is a fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken in a regular or properly called meeting, although it should be noted that a member need not be present when the question is put. Exceptions to this rule must be expressly stated in the bylaws. Such possible exceptions include: (a) voting by postal mail, e-mail, or fax, and (b) proxy voting. An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. The votes of those present could be affected by debate, by amendments, and perhaps by the need for repeated balloting, while those absent would be unable to adjust their votes to reflect these factors. Consequently, the absentee ballots would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result. If there is a possibility of any uncertainty about who will be entitled to vote, this should be spelled out unambiguously and strictly enforced to avoid unfairness in close votes.

And that is how we know that if e-mail voting is not expressly authorized in the bylaws, it is expressly prohibited in the parliamentary authority.

[Joshua Katz]

On 4/29/2023 at 8:01 PM, Guest Cathy Guest said:

Are you saying that the "point of order" that can be raised is to ask "Where in our Bylaws does it say that the Board can vote between meetings by email?"

Well, what to do about it is a bit tougher. As a non-member of the board, you cannot raise a point of order at a board meeting. So your choices are:

1. Persuade a board member to do so, or

2. Raise one at a general membership meeting.

But at a general membership meeting, it's unclear to me what would make the point of order relevant. So really, you're down to persuading members of the board that it is incorrect, and getting them to raise points of order at board meetings.

 

[Richard Brown]

Guest Cathy, it MAY be possible for the general membership (the homeowners) to rescind (reverse) decisions of the board. Whether your general membership can do this depends upon the powers granted to your board in your governing documents and by state law. Under the rules in RONR, unless the bylaws or other governing documents or state law provide otherwise, the board is always subordinate to the membership and the membership can reverse board actions.

As to Voting by email, I concur with my colleagues that Voting by email is absolutely prohibited by RONR unless your own rules or state law expressly permit it.

For more information on the general membership reversing actions of the board, see official interpretation 2006-13 on the main website here: https://robertsrules.com/official-interpretations/ 

Edited April 30, 2023 at 09:33 AM by Richard Brown
Added last paragraph

[Dan Honemann]

On 4/29/2023 at 7:16 PM, Guest Cathy Guest said:

In our HOA, the Board has Open Sessions as well as Executive sessions. Recently, more and more, things are done that people are not expecting to happen and only after the fact, when someone questions it, we learn that the Board had a "vote by email" between Board meetings and that's how the Board decided what it did. 

Example, at the Open Session the Board says it will "not remove a tree" or something like that, and then a week later the tree is gone and when we ask they tell us they had an email vote. We have been arguing that it is common courtesy that they should at least tell people if they are going against recommendations of a committee.... is there any official way to call a point of order? or any other recommended recourse?

When this happens it is not an unanimous decision but the majority of the Board do vote in favor and therefore "win" the vote. The trouble is that this seems to be a way to get things done without having to alert the community and each time this majority of Board members pass whatever they want. I thought that they could not vote outside of sessions unless it is unanimous, the decision had to occur during a meeting. 

It just feels like a waste of time being on committees because the Board appears to listen to committees but always decides to do the opposite through email. Resigning from the committee seems inevitable if the Board has no accountability to the committee members. 

Can you point me to somewhere in RONR that clarifies the correct process for voting outside a meeting via email. Are these votes valid if it is not a unanimous vote? Are there any appeals or point of orders that can occur....they obviously cannot put back the tree but how can we avoid this situation with the Board the next time around?

The rule in RONR (RONR, 12th ed., 49:16) is clear. " The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. (See also Electronic Meetings, 9:30–36.)"

It is quite likely, however, that your association's governing documents or applicable law permit your Board to do what it is doing, and if so, what RONR says about it is irrelevant.

It might be noted, however, that it is also very likely that your Board does have the authority to act contrary to recommendations submitted to it by its committees, and this is so if the rules in RONR are controlling.

[puzzling]

As slays with HOAs have a look at the website of the homeowners protection bureau hopb.co lots of legal information and links to state laws and agencies that might be helpfull.

On your present problem, is it a committee of the board or a committee of the membership?