Special Meeting of HOA board - amending agenda

[Guest DesertFlower]

While I await delivery of my new Robert's Rules Edition XII, could anyone shed light on these questions?  (1) May an HOA president unilaterally amend the agenda for a Special Meeting of the board (not a regular meeting - a Special Meeting) less than 24 hours before the meeting - after the original agenda has already been distributed to board members?  (2) If notice to HOA member homeowners of a board Special Meeting does not include an agenda, even though notice of the Special Meeting was given in a timely way, is the meeting valid?  (3) May HOA board members add items to the agenda while a Special Meeting is in progress?  If yes, what is the process for that?  And finally, (4) Is the board required to vote on adopting the agenda at the beginning of a Special Meeting?  If yes, and if no such vote is taken, are actions voted on at the meeting valid?  Thank you.

[Joshua Katz]

On 5/23/2023 at 4:56 PM, Guest DesertFlower said:

HOA

To begin, this indicates that many or most of our answers (and those found in RONR) will be less useful than otherwise, since HOAs are typically regulated by the state and will also have their own rules. With that disclaimer:

On 5/23/2023 at 4:56 PM, Guest DesertFlower said:

(1) May an HOA president unilaterally amend the agenda for a Special Meeting of the board (not a regular meeting - a Special Meeting) less than 24 hours before the meeting - after the original agenda has already been distributed to board members? 

It should be noted that a special meeting's call includes the only business to be conducted, not an agenda which, if there is to be one, must be adopted by the assembly at the meeting. (If the rules in RONR apply.) The call could include a proposed agenda. That said, probably not, unless a) the president has the power to call a special meeting and, if applicable (if he is removing something) to cancel one, and b) the time period for notice for special meetings is less than the time allowed in this case. Both of those are most likely false.

On 5/23/2023 at 4:56 PM, Guest DesertFlower said:

(2) If notice to HOA member homeowners of a board Special Meeting does not include an agenda, even though notice of the Special Meeting was given in a timely way, is the meeting valid?

If the rules in RONR apply, certainly. Notice must be given of the business to be conducted, but an agenda is not necessary or, often, desirable.

On 5/23/2023 at 4:56 PM, Guest DesertFlower said:

(3) May HOA board members add items to the agenda while a Special Meeting is in progress?  If yes, what is the process for that? 

If the rules in RONR apply, then yes. Before the agenda is adopted, it may be amended via a motion to amend, which requires a majority vote. Once it has been adopted, it may be amended by the motion to amend something previously adopted, which requires either a 2/3 vote or a majority of the entire membership voting in the affirmative, either one of which will suffice.

On 5/23/2023 at 4:56 PM, Guest DesertFlower said:

And finally, (4) Is the board required to vote on adopting the agenda at the beginning of a Special Meeting? 

Well, if the rules in RONR apply, then yes, if the board wants an agenda. That is, it is not required in some absolute sense, but it is the only way an agenda gets adopted.

On 5/23/2023 at 4:56 PM, Guest DesertFlower said:

If yes, and if no such vote is taken, are actions voted on at the meeting valid? 

Yes.

Note that the above is based on RONR, and answering these questions for your organization would require understanding your rules and applicable statutes.

[Atul Kapur]

On 5/23/2023 at 5:56 PM, Guest DesertFlower said:

(3) May HOA board members add items to the agenda while a Special Meeting is in progress?

 

On 5/23/2023 at 7:30 PM, Joshua Katz said:

If the rules in RONR apply, then yes.

But I thought that you had said, correctly

On 5/23/2023 at 7:30 PM, Joshua Katz said:

a special meeting's call includes the only business to be conducted

 

[Joshua Katz]

On 5/23/2023 at 7:30 PM, Atul Kapur said:

But I thought that you had said, correctly

On 5/23/2023 at 6:30 PM, Joshua Katz said:

Items on the agenda are not the same as business to be conducted. The additional item to be added may (and must) be part of the business in the call.

[Gary Novosielski]

On 5/23/2023 at 7:30 PM, Joshua Katz said:

If the rules in RONR apply, certainly. Notice must be given of the business to be conducted, but an agenda is not necessary or, often, desirable.

One quibble.  The call of the meeting must contain a specific description of the business to be conducted but this is not the same thing as Previous Notice.