Actionable Item needing members vote

[Guest Tina R]

For an annual meeting - 10-day notice is required.  The Board sent out the agenda with proxy votes, budget approval/disapproval forms, voting instructions but did not list any "actionable item" that need members' approval/vote.  Can the agenda be changed by the board?

[Rob Elsman]

Is the 10 day notice a requirement merely to give notice that the assembly will meet (a "call of the meeting"), or does it mean that previous notice of each main motion is required?

[Tina R]

10-day notice requirement to call the meeting.  Our Bylaws state, "that the purpose or purposes for which the meeting is called shall be stated on the notice."  However, the Notice just indicates that "The annual meeting is to be held on. . ."  Neither the Notice or the Agenda list any "actionable" items or motion.  So I guess the more refined question is:  Can the Board change the agenda topics to add "actionable items" or motion if the Notice does not specify the action/motion needing members' vote.  Kinda like what comes first the chicken or the egg?

Edited March 12, 2024 at 07:21 PM by Tina R

[Rob Elsman]

I think you are on your own, since RONR (12th ed.) does not require the call of a regular meeting to include the "...purpose or purposes for which the meeting is called..."

You all got yourselves into this bind; now, you all get to get yourselves out. 🪠

[Gary Novosielski]

On 3/12/2024 at 3:19 PM, Tina R said:

10-day notice requirement to call the meeting.  Our Bylaws state, "that the purpose or purposes for which the meeting is called shall be stated on the notice."  However, the Notice just indicates that "The annual meeting is to be held on. . ."  Neither the Notice or the Agenda list any "actionable" items or motion.  So I guess the more refined question is:  Can the Board change the agenda topics to add "actionable items" or motion if the Notice does not specify the action/motion needing members' vote.  Kinda like what comes first the chicken or the egg?

Do your bylaws state what the purpose of the Annual Meeting is?  Ordinarily the Annual Meeting is considered to be a regular meeting, even if it is only one of twelve such regular meetings, or perhaps the only regular meeting (of the general membership).

[Tina R]

Thank you Gary . . . The Bylaws indicates that the board elections are to be conducted at the annual meeting and the Board is only required to conduct one (1) meeting with the general memberships annually (a convoluted wording).  The Board is refusing to conduct the annual board election but wants/needs the members to approve the 2024 Budget.  I just got the revised In Brief version of Robert's Rules of Order.  

Need clarity of the meaning of "convention" is that synonymous to a meeting (annual, special, executive, etc.)?  Per pg 172 of the Brief, a convention program (ie agenda), it states that "only those items that are on the agenda may be considered."  However, it also states "amendment of the program agenda can only be adopted by 2/3rd of the delegates" (members).

I think I answered my own question - the Board cannot amend the agenda unless 2/3rd of the assembled members approve.  Just wanted to make sure that is the correct interpretation . . .(I'm new to this).

[Josh Martin]

On 3/12/2024 at 1:01 PM, Guest Tina R said:

For an annual meeting - 10-day notice is required.  The Board sent out the agenda with proxy votes, budget approval/disapproval forms, voting instructions but did not list any "actionable item" that need members' approval/vote.  Can the agenda be changed by the board?

On 3/12/2024 at 2:19 PM, Tina R said:

10-day notice requirement to call the meeting.  Our Bylaws state, "that the purpose or purposes for which the meeting is called shall be stated on the notice." 

Is the rule "that the purpose or purposes for which the meeting is called shall be stated on the notice" applicable to the annual meeting? Generally, a rule such as this is applicable to special meetings, not regular meetings.

To the extent that this rule is applicable, then additional matters may be added by sending a revised call no later than ten days before the meeting. After ten days before the meeting, no additional items could be added. The call is not quite the same thing as the "agenda." If there are few (if any) items to consider, an agenda may not be necessary for a special meeting. But if there are many items to consider, an agenda could be adopted at the meeting. New items which are not included in the call could not be added, but the items could be reordered.

If this rule is not applicable, any items included in the call are simply a courtesy, and nothing prevents members from being notified of additional items. Further, the agenda is actually adopted by the membership, not by the board. What is sent by the board is just a draft, and certainly could be changed. Additionally, items not listed on the agenda at all could be considered during New Business.

On 3/12/2024 at 4:11 PM, Tina R said:

The Bylaws indicates that the board elections are to be conducted at the annual meeting and the Board is only required to conduct one (1) meeting with the general memberships annually (a convoluted wording).  The Board is refusing to conduct the annual board election but wants/needs the members to approve the 2024 Budget.

If the bylaws require the board elections to be conducted at the annual meeting, then the organization is required to conduct the board elections at the annual meeting, notwithstanding the board's "refusal."

On 3/12/2024 at 4:11 PM, Tina R said:

Need clarity of the meaning of "convention" is that synonymous to a meeting (annual, special, executive, etc.)?

Sort of. A convention is a type of meeting, and certainly a convention very well could be an annual or special convention, and part or all of a convention could be held in executive session.

"A convention is an assembly of delegates. Delegates are representatives of the constituent units of a larger group. For example, a national organization with hundreds or thousands of chapters might hold an annual convention, composed of delegates separately elected by each chapter, for the purpose of electing national officers and setting policies for the organization as a whole. The convention serves as a single deliberative body acting in the name of the entire organization." RONR In Brief (3rd ed.), pg. 170

If anyone who is a member of the organization is free to show up to the meeting, that's not a convention.

On the other hand, suppose you have a national organization made up of state organizations. Rather than having all members of the national organization attend, each state convention might elect "delegates" to represent the state organization. That's a convention.

On 3/12/2024 at 4:11 PM, Tina R said:

Need clarity of the meaning of "convention" is that synonymous to a meeting (annual, special, executive, etc.)?  Per pg 172 of the Brief, a convention program (ie agenda), it states that "only those items that are on the agenda may be considered."  However, it also states "amendment of the program agenda can only be adopted by 2/3rd of the delegates" (members).

I think I answered my own question - the Board cannot amend the agenda unless 2/3rd of the assembled members approve.  Just wanted to make sure that is the correct interpretation . . .(I'm new to this).

Well, first, this isn't a convention, most likely.

But even if it was, the rule you're referring to involves a situation in which the agenda has already been adopted, and it hasn't. Look just above the part you're looking at.

"The proposed program is then debatable and amendable. Both amendment and final adoption require a majority vote." RONRIB (3rd ed.) pg. 178

It is also generally not correct that "only those items that are on the agenda may be considered." Normally, other items may be considered at a regular meeting. However, you say your bylaws provide "that the purpose or purposes for which the meeting is called shall be stated on the notice." I'm skeptical that provision is applicable to the annual meeting, but if it is, items not included in a call sent at least ten days prior to the meeting cannot be considered, period, even with a unanimous vote.

[Gary Novosielski]

I think you're confusing the two types of meeting.  The Annual meeting (unless your convoluted bylaws are unusual) is a meeting of the Membership.  It is not a board meeting that general members are allowed to attend.  It is a Membership meeting at which board members are permitted to attend as ordinary members, if in fact they are.

Elections are run by the general membership, not by the board, which is not in session and so not even present as a board during the Annual Meeting.  The board is a subordinate body to the Membership.  It does not issue orders, it obeys orders.

Edited March 12, 2024 at 10:58 PM by Gary Novosielski

[Tina R]

Thanks Josh Martin AND everyone - greatly appreciate all insights as I navigate through.   This is an annual meeting of members of an HOA (filed as a non-profit organization).

RONRIB (3rd ed.) pg. 85 states, "In the majority of groups, the highest level of rules in contained in a document of the organization called the bylaws." pg 86 states, "The activity of an organization must be conducted in compliance with its bylaws, and a main motion that violates them is not in order."  

[Josh Martin]

On 3/13/2024 at 8:40 AM, Tina R said:

RONRIB (3rd ed.) pg. 85 states, "In the majority of groups, the highest level of rules in contained in a document of the organization called the bylaws." pg 86 states, "The activity of an organization must be conducted in compliance with its bylaws, and a main motion that violates them is not in order."  

Okay. This is certainly correct, but where are you going with this?

[Tina R]

The meeting notice and agenda did not list actionable items for members' approval.  Nor did it properly provide proxy or voting forms with instructions within the 10-day requirement.

The Board is refusing to conduct the annual board election (which it acknowledged that it is required to be exercised during the annual meeting).  Instead, now they are using the rescheduled annual meeting (it was rescheduled due to low attendance of the initial date) to ratify the budget without a quorum (they can do per state 47F statutes if properly disclosed on the notice (which was not))).  In addition, the board has yet to provide 2023 financials of how $$ were spent to fully review the Association's financial health.

I am new to formal meeting protocols and needing guidance on the proper way to address/correct the Board's noncompliance to RONRIB, Bylaws and state guidelines.

Edited March 14, 2024 at 02:08 PM by Tina R

[Josh Martin]

On 3/14/2024 at 8:28 AM, Tina R said:

The meeting notice and agenda did not list actionable items for members' approval.

You say earlier that your bylaws provide "that the purpose or purposes for which the meeting is called shall be stated on the notice."

Could you please quote the exact context in which this phrase appears? I'm still somewhat doubtful this is applicable to annual meetings rather than just special meetings, but I suppose it's possible.

On 3/14/2024 at 8:28 AM, Tina R said:

Nor did it properly provide proxy or voting forms with instructions within the 10-day requirement.

I'll assume for the sake of argument your bylaws or applicable law require this.

On 3/14/2024 at 8:28 AM, Tina R said:

The Board is refusing to conduct the annual board election (which it acknowledged that it is required to be exercised during the annual meeting).  Instead, now they are using the rescheduled annual meeting (it was rescheduled due to low attendance of the initial date) to ratify the budget without a quorum (they can do per state 47F statutes if properly disclosed on the notice (which was not))).  In addition, the board has yet to provide 2023 financials of how $$ were spent to fully review the Association's financial health.

To the extent that it is correct the bylaws require "that the purpose or purposes for which the meeting is called shall be stated on the notice," even for an annual meeting, then it is correct that a motion to approve the budget cannot be considered at the meeting. We are also told (apparently) that applicable statutes permit certain business to be conducted without a quorum if properly disclosed on the notice. To the extent this is correct, the budget could not be considered without a quorum unless included in the notice, even if the budget could otherwise be considered. (Under normal circumstances, you can't conduct any business without a quorum, period.)

Nothing in RONR requires the board "to provide 2023 financials of how $$ were spent to fully review the Association's financial health," although it may well be this is required by your bylaws or applicable law. It would also seem desirable to provide such information in order to persuade members to vote in favor of the budget.

Finally, I am certainly in agreement that the annual board election must be conducted, notwithstanding the board's refusal.

On 3/14/2024 at 8:28 AM, Tina R said:

I am new to formal meeting protocols and needing guidance on the proper way to address/correct the Board's noncompliance to RONRIB, Bylaws and state guidelines.

I actually think very little of this has to do with RONR - it seems primarily related to customized rules in your bylaws and state law.

But in any event, the appropriate procedure is to raise a Point of Order, followed by an Appeal if necessary.

You might want to get a copy of the full version of RONR, and review RONR (12th ed.) Section 23 (Point of Order), Section 24 (Appeal), and 62:2-15 (Remedies for Abuse of Authority by the Chair in a Meeting).

If you only have RONRIB available, I'd look at RONRIB (3rd ed.) pgs. 90-93 for information on Point of Order and Appeal.

The organization may also benefit from the assistance of a professional parliamentarian, an attorney, or both.

Edited March 14, 2024 at 02:39 PM by Josh Martin

[Tina R]

On 3/14/2024 at 10:38 AM, Josh Martin said:

Could you please quote the exact context in which this phrase appears? I'm still somewhat doubtful this is applicable to annual meetings rather than just special meetings, but I suppose it's possible.

Within Bylaws Article II - Membership, Meetings, Voting:  

"5.  Notice of Meetings:  Written or printed notice stating the place, day, and hour of any meeting of the Members shall be delivered, either personally or by mail to each Member entitled to vote at such meeting, not less than ten(10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President or the Secretary of the Association ("Secretary") or the officers or persons calling the meeting.

In the case of a special meeting or when other required by statute or these Bylaws [SIDE NOTE: Bylaws & state statute require at least 1 annual meeting/year.], the purpose or purposes for which the meeting is called shall be stated in the notice.  No business shall be transacted at the special meeting except as stated in the notice."

Per § 47F‑3‑108. Meetings. "(a) A meeting of the association shall be held at least once each year. Special meetings of the association may be called by the president, a majority of the executive board, or by lot owners having ten percent (10%), or any lower percentage specified in the bylaws, of the votes in the association. Not less than 10 nor more than 60 days in advance of any meeting, the secretary or other officer specified in the bylaws shall cause notice to be hand‑delivered or sent prepaid by United States mail to the mailing address of each lot or to any other mailing address designated in writing by the lot owner, or sent by electronic means, including by electronic mail over the Internet, to an electronic mailing address designated in writing by the lot owner. The notice of any meeting shall state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer."

Regarding Financials:

Within Bylaws Article III Board of Directors: Number, Powers, Meetings under Accounts & Reports:

"(g) an annual report consisting of at least the following shall be distributed to all Members within seventy-five (75) days after the close of each fiscal year: (1) a balance sheet, (2) an operating (income) statement; and (3) a statement of changes in financial position for the fiscal year . . . "

Above has nothing to do with RONR, but the background seems to be of importance for guidance to be given

 

On 3/14/2024 at 10:38 AM, Josh Martin said:

62:2-15 (Remedies for Abuse of Authority by the Chair in a Meeting)

in context of how to address per RONR rules during the actual rescheduled meeting because our Bylaws references that meetings are to be conducted by RONR protocols.  The crux of 62:2-15 (Remedies for Abuse of Authority by the Chair in a Meeting) is the Board's refusal to conduct the Board election annually (The term of the Board is only 1 year).   I attempted to motion this issue in the initial annual meeting but the Board claimed they did not start the meeting then terminated it because a quorum was not present then rescheduled the meeting.

 

[Rob Elsman]

My guess is that the election of officers, required by the bylaws to be held at the annual meeting, must be taken up with the special orders, regardless what appears or does not appear on the agenda circulated by the board.  If the president does not call up the elections at the proper time, any member of the general membership assembly can interrupt and make a Call for the Orders of the Day.  See RONR (12th ed.) §18.

[Josh Martin]

On 3/14/2024 at 10:25 AM, Tina R said:

"5.  Notice of Meetings:  Written or printed notice stating the place, day, and hour of any meeting of the Members shall be delivered, either personally or by mail to each Member entitled to vote at such meeting, not less than ten(10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President or the Secretary of the Association ("Secretary") or the officers or persons calling the meeting.

In the case of a special meeting or when other required by statute or these Bylaws [SIDE NOTE: Bylaws & state statute require at least 1 annual meeting/year.], the purpose or purposes for which the meeting is called shall be stated in the notice.  No business shall be transacted at the special meeting except as stated in the notice."

Thank you for these additional facts. I think this is very helpful. It seems to me that:

• Notice is required of all meetings.
• The notice must always include the "place, day, and hour" of the meeting.
• If the meeting is a special meeting, the notice must also include "the purpose or purposes for which the meeting is called" and "No business shall be transacted at the special meeting except as stated in the notice."
• The bylaws also reference "when other[wise] required by statute or these Bylaws." I understand this to refer to if the bylaws or other rules in statute require previous notice for particular matters.

So based upon all of these facts, my view is that notice of the particular items to be considered at the annual meeting is not required, unless notice is required for particular items due to a provision in the bylaws or applicable law.

With that in mind, I believe the assembly is free to amend the proposed agenda in any manner it sees fit, including adding, removing, or rearranging items. This may be done by a majority vote before the agenda is adopted, or a 2/3 vote after it has been adopted. Further, items not listed on the agenda may be considered after all business on the agenda are completed.

It would appear, however, that applicable law may require notice for certain items, specifically "the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer," although I would note I am not an attorney.

On 3/14/2024 at 10:25 AM, Tina R said:

Within Bylaws Article III Board of Directors: Number, Powers, Meetings under Accounts & Reports:

"(g) an annual report consisting of at least the following shall be distributed to all Members within seventy-five (75) days after the close of each fiscal year: (1) a balance sheet, (2) an operating (income) statement; and (3) a statement of changes in financial position for the fiscal year . . . "

Thank you. Then it would appear the items listed must be "distributed to all Members within seventy-five (75) days after the close of each fiscal year."

On 3/14/2024 at 10:25 AM, Tina R said:

I attempted to motion this issue in the initial annual meeting but the Board claimed they did not start the meeting then terminated it because a quorum was not present then rescheduled the meeting.

Well, to be fair, that is the appropriate course of action if a quorum is not present. The assembly can't conduct business without a quorum present.

On 3/14/2024 at 10:25 AM, Tina R said:

in context of how to address per RONR rules during the actual rescheduled meeting because our Bylaws references that meetings are to be conducted by RONR protocols.  The crux of 62:2-15 (Remedies for Abuse of Authority by the Chair in a Meeting) is the Board's refusal to conduct the Board election annually

Essentially, the first steps in addressing a violation of the rules are to raise a Point of Order, followed by an Appeal. So I'd probably start with this:

• Move to add the elections to the agenda
• If/when the chair rules this out of order, Appeal from the decision of the chair
• An appeal is handled by the assembly debating the subject and ultimately voting on whether to sustain (agree with) the chair's ruling. A majority in the negative is required to overturn the chair's ruling

The information in 62:2-15 is the "next steps" to use if things go off the rails - if, for example, the chair refuses to acknowledge a motion, or Point of Order, or Appeal. Exactly what to do next depends on at what step things go off the rails. If you expect these rules will be needed, I advise getting a copy of Robert's Rules of Order Newly Revised (12th ed.) and reviewing the cited material.

There are also rules in that section to suspend the rules, by a 2/3 vote, to remove the regular presiding officer from the chair and elect a replacement, who could preside over the remainder of the meeting.

If you do expect the officers to be especially stubborn in this matter, I would strongly advise the members consider hiring a professional parliamentarian and/or an attorney.

On 3/14/2024 at 11:48 AM, Rob Elsman said:

My guess is that the election of officers, required by the bylaws to be held at the annual meeting, must be taken up with the special orders, regardless what appears or does not appear on the agenda circulated by the board.  If the president does not call up the elections at the proper time, any member of the general membership assembly can interrupt and make a Call for the Orders of the Day.  See RONR (12th ed.) §18.

If the assembly meets less frequently than quarterly (which I understand to be the case), the proper course of action is to adopt an agenda, since the standard order of business is not applicable. So I would think the assembly should first add the elections to the agenda. Call for the Orders of the Day would be appropriate if the item is added to the agenda and the chair neglects to call upon the item when that item arrives on the agenda.

Edited March 14, 2024 at 05:00 PM by Josh Martin

[Rob Elsman]

It might be worth saying that the executive board does not conduct the annual meeting of the general membership.  Other than making a report to the assembly on the board's activities during the last year, the board has nothing whatsoever to say about whether there is or is not a quorum; to when or where the assembly shall adjourn; or the transaction of business.  Unless the agenda circulated by the board is adopted during the annual meeting, it is not binding upon the general membership assembly, and the board has no power to be a "gatekeeper" as to the business that the general membership assembly wishes to transact.

[Dan Honemann]

Well, I can't resist noting that the term "actionable item" appears nowhere in RONR, and it seems to be a rather unfortunate term to use in this connection.  It appears to be inviting a lawsuit.

[Gary Novosielski]

On 3/14/2024 at 11:25 AM, Tina R said:

In the case of a special meeting or when other required by statute or these Bylaws [SIDE NOTE: Bylaws & state statute require at least 1 annual meeting/year.], the purpose or purposes for which the meeting is called shall be stated in the notice.  No business shall be transacted at the special meeting except as stated in the notice."

I think this may be the culprit.

As I read this, It says that special meetings require the purpose to be disclosed, and meetings that are by statute required to disclose the purpose must also do so.

It does not say that all meetings required to be held must disclose the purpose in the notice.  The "required" refers to a required notice, not to a required meeting.  Your "side note" appears to misinterpret this language, which is admittedly less than perfectly clear.  In fact it's superfluous, since there is no reason for the bylaws to contain language saying that they comply with applicable procedural regulations.  That is a given.

TL;DR:  In my opinion, the annual meeting therefore does not require its purpose(s) to be listed in the notice.  Its purpose is to satisfy the bylaws requirement, which already specifies at least some of the business that must be conducted, and does not rule out any other new business.

Edited March 14, 2024 at 05:43 PM by Gary Novosielski

[Tina R]

Thank you all. 

The first sentence of the first paragraph states, "special meetings or when other required by statute or these Bylaws the purpose or purposes for which the meeting . . . be stated in the notice " 

The Annual Meeting is a required by statute or Bylaws.  An HOA Board does not have an executive board members - the Board's duties per Bylaws is to coordinate and chair the Annual, special, etc. meetings.

Unfortunately the HOA management company is just a puppet for the Board - which in itself a whole other can of cr_p.  And the Board has refused to retain an attorney for the Association.

 

I do have the Robert's Rules of Order Newly Revised (12th ed.), yesterday fresh from Amazon.  But don't have the time to manifest myself to be an expert for tonight's meeting.  I appreciate @Josh Martin for the direction and all for the insights - 

So the alternative word "OR" and that the Annual Meeting is required by statute and Bylaws - is the Assembly or Board free to amend the agenda. 

[Gary Novosielski]

No, you're not properly quoting the requirement.

The first sentence applies to all meetings, (including required ones) and says that the time, place, etc, must be in the notice.  That's fairly obvious

The second sentence applies to the case of special meetings.  All special meetings require notice of their purpose, as do any other meetings where a rule requires that they do.  

This does not say that any required meetings need a notice of their purpose.  A meeting which is not special and has no special notice requirement needs no prior notice of its purpose, i.e., presumably, it's "actionable items".

[Rob Elsman]

On 3/14/2024 at 1:39 PM, Tina R said:

the Board's duties per Bylaws is to coordinate and chair the Annual, special, etc. meetings.

The tail wags the dog in this foolish and pitiable association.

[Tina R]

@Gary Novosielski - apologies, meant to say the 2nd paragraph first sentence .  . . it states, "special meeting OR when other (ie meeting) required by . . ."  The Annual Meeting is required by the statute and Bylaws.  It states "OR" other required . . . hence, required meeting by statute or Bylaws requires the notice to state the purpose(s) just like a "special meeting."

Think we are spiraling over the road kill but not getting too close to clean it because the Bylaws stink.

On 3/14/2024 at 11:25 AM, Tina R said:

In the case of a special meeting or when other required by statute or these Bylaws [SIDE NOTE: Bylaws & state statute require at least 1 annual meeting/year.], the purpose or purposes for which the meeting is called shall be stated in the notice.  No business shall be transacted at the special meeting except as stated in the notice."

@Rob Elsman  - agree.  They won't put the board election on the Annual Meeting notice as required.   

[Josh Martin]

On 3/14/2024 at 1:39 PM, Tina R said:

The first sentence of the first paragraph states, "special meetings or when other required by statute or these Bylaws the purpose or purposes for which the meeting . . . be stated in the notice " 

The Annual Meeting is a required by statute or Bylaws.  An HOA Board does not have an executive board members - the Board's duties per Bylaws is to coordinate and chair the Annual, special, etc. meetings.

Yes, I understand you are saying your interpretation is that "or when other required by statute or these Bylaws" refers to other meetings required by statute or the bylaws.

I do not agree with your interpretation. As stated previously, I believe "or when other required by statute or these Bylaws" refers to if the bylaws or other rules in statute require previous notice for particular matters. Such as, for example, when you say statute requires notice for "the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer."

I do not think it is reasonable to interpret this rule as applying to all required meetings. If it was the intent to require notice of all business for all meetings, then why does the rule not simply say this?

"For all meetings, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at the meeting except as stated in the notice."

Of course, it is ultimately up to your organization to interpret its own bylaws.

On 3/14/2024 at 1:39 PM, Tina R said:

I do have the Robert's Rules of Order Newly Revised (12th ed.), yesterday fresh from Amazon.  But don't have the time to manifest myself to be an expert for tonight's meeting.

And I am not suggesting that you do so. I am suggesting, however, that you at least read the following:

• RONRIB (3rd ed.) pgs. 90-93
• RONR (12th ed.) 62:2-15 (there is not really a RONRIB equivalent for this section)

I would note that the RONR citations refer to section and paragraph numbers, not page numbers. The section in question is found on pgs. 614-618.

On 3/14/2024 at 1:39 PM, Tina R said:

So the alternative word "OR" and that the Annual Meeting is required by statute and Bylaws - is the Assembly or Board free to amend the agenda. 

It continues to be my view that for an annual meeting, the assembly is free to amend the proposed agenda in any manner it sees fit, including adding, removing, or rearranging items. This may be done by a majority vote before the agenda is adopted, or a 2/3 vote after it has been adopted. Further, items not listed on the agenda may be considered after all business on the agenda are completed.

There may be some limitations on this, if the bylaws or applicable law require notice for particular items.

The board can't adopt (or amend) the agenda for the meeting. It is only proposing an agenda.

Edited March 14, 2024 at 10:01 PM by Josh Martin

[Tina R]

Thanks @Josh Martin

[Atul Kapur]

On 3/14/2024 at 12:58 PM, Josh Martin said:

It would appear, however, that applicable law may require notice for certain items, specifically "the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer," although I would note I am not an attorney.

Between us non-lawyers, what do you make of this excerpt from, I presume, statute:

On 3/14/2024 at 11:25 AM, Tina R said:

The notice of any meeting shall state the time and place of the meeting and the items on the agenda

I may have missed it in the volume of posts, but I do not see that "the items on the agenda" were provided.

Edited March 15, 2024 at 12:03 AM by Atul Kapur