Approval of Minutes

[Oezuwn]

I’m the Secretary on a condo Association Board.  We have a difficult, misguided, nefarious Board member who disagrees with the majority Board members on how to handle condo issues. The Board majority is following their own document’s laws but this person is moving towards blocking the approval of passing those Minutes. She disagrees on how to govern the association & I wouldn’t put it past her to refuse approval of the Minutes till it reads the way she wants.  Unfortunately, this person is the President & acts as if what she wants is always how you handle the association’s issues instead of referring to & following our docs.  She’s now in the minority on the Board.

Do all Board members have to unanimously approve of the Minutes to sign off on them as being in order or can it be approved by the majority? Those on the Board are on the verge of voting her off as President thru a Motion & giving her a harmless position on the Board but wanted to know the above question as we go forward.  Thank you.

[Rob Elsman]

Insofar as the rules in RONR (12th ed.) are controlling, the chair just announces that the minutes are adopted (or adopted, as corrected) after any motions to amend the draft have been handled.  There is no vote taken, and there is no way to "block" the approval.

[Gary Novosielski]

The only way to object to the Approval of Minutes [RONR (12th ed.) 41:9 ff.] is to offer a correction to the minutes.  Once no (more) corrections are offered, the minutes stand approved as read/corrected, without a final vote.

Corrections are often agreed to by unanimous consent, but if anyone objects to a correction, a vote is taken, analogous to an amendment of a main motion.  A majority vote is required to agree to the correction.  But whether the correction passes or fails, it has been considered, and once there are no additional corrections to consider, the chair announces that the minutes are approved.

If the chair is handling the minutes approval process incorrectly, a Point of Order  (§23) is appropriate, possibly followed by an Appeal (§24) if the chair neglects to comply.  

[Oezuwn]

Wow!  Those are great points!  You offer many ways to get around this difficult person and still post the approved Minutes.  Brilliant! Thank you!!

[Rob Elsman]

If all the other members are pretty much agreed that this person is prone to misbehave to such an extreme that the board is not able to properly transact its business, it is certainly possible that the president can be made to vacate the chair for a meeting by a motion to suspend the rules that interfere with immediately vacating the chair.  This motion requires a two-thirds vote for adoption. If the president thereafter continues to obstruct the proceedings, the board can eject the person (by majority vote) from the meeting room for the remainder of the meeting.  I suspect that the board's exerting its "influence" a time or two will cause the president to change behaviors.

Edited May 11, 2024 at 03:52 PM by Rob Elsman

[Richard Brown]

On 5/10/2024 at 7:09 PM, Oezuwn said:

I wouldn’t put it past her to refuse approval of the Minutes till it reads the way she wants

This leads me to wonder if perhaps your minutes contain more information than is normally appropriate for minutes. The minutes should be merely a record of what was done, not what was said. You might want to review. sections 48:1 through 48:15 of RONR (12th Ed.) regarding the minutes, what they should contain, and the approval process. 

Even though you did not ask this specific question, it is perhaps worth mentioning that the president has no authority to direct the secretary as to how to do anything unless your own rules provide otherwise.
 

[Oezuwn]

Thank you, Mr. Brown.  Didn’t know your last 2 sentences - that’s reassuring.  No, our Docs don’t say anything otherwise so your point is excellent.  I’ll keep that in mind.  Our President is... shall we say, unique!  In my opinion, she should have been ousted, a long time ago, for the many infractions she’s committed.  Timing & who’s in the Board majority, is everything, here, plus this association is pathetically apathetic.  You can get away with anything & if you’re in the Board (naughty) majority, they do what they want.  

As for your first paragraph: yes, indeed, the Minutes are written in the manner you suggest.  Thank you for your thoughts!

[Oezuwn]

On 5/11/2024 at 11:51 AM, Rob Elsman said:

If all the other members are pretty much agreed that this person is prone to misbehave to such an extreme that the board is not able to properly transact its business, it is certainly possible that the president can be made to vacate the chair for a meeting by a motion to suspend the rules that interfere with immediately vacating the chair.  This motion requires a two-thirds vote for adoption. If the president thereafter continues to obstruct the proceedings, the board can eject the person (by majority vote) from the meeting room for the remainder of the meeting.  I suspect that the board's exerting its "influence" a time or two will cause the president to change behaviors.

Ah, there’s the problem.  When you say at the beginning of your paragraph, "If all the other members...”.  By ‘members’, do you mean owners?  We do not have 2/3rds of this association who would oust her.  Firstly, our owners are apathetic.  The only thing they’d sense is something big & negative, like removing her, was happening & they’d stay out of it, completely.  It’s like lifting dead weight to get these owners to care so the President is in like Flynn.  We never get to a ‘meeting room’ b/c few go.  Wouldn’t get a quorum, either. It’s a tough one.  The only thing, it seems is that the ousting would have to happen within the Board structure.  At this time, that would be possible b/c she’s just become in the Board minority.  If 3 out of 5 members motion & vote to defrock her & give her a toothless Board position (member-at-large, for instance) is that the method that’s legal, majority passes the motion?  Thank you.

[Dan Honemann]

On 5/11/2024 at 1:23 PM, Oezuwn said:

Ah, there’s the problem.  When you say at the beginning of your paragraph, "If all the other members...”.  By ‘members’, do you mean owners?  We do not have 2/3rds of this association who would oust her.  Firstly, our owners are apathetic.  The only thing they’d sense is something big & negative, like removing her, was happening & they’d stay out of it, completely.  It’s like lifting dead weight to get these owners to care so the President is in like Flynn.  We never get to a ‘meeting room’ b/c few go.  Wouldn’t get a quorum, either. It’s a tough one.  The only thing, it seems is that the ousting would have to happen within the Board structure.  At this time, that would be possible b/c she’s just become in the Board minority.  If 3 out of 5 members motion & vote to defrock her & give her a toothless Board position (member-at-large, for instance) is that the method that’s legal, majority passes the motion?  Thank you.

Who elected her President?  The board or the full membership?

[Oezuwn]

The full membership.  She got a majority of votes from 68 condo association owners at an annual meeting.

[Richard Brown]

On 5/11/2024 at 1:54 PM, Oezuwn said:

The full membership.  She got a majority of votes from 68 condo association owners at an annual meeting.

Then if the full membership elects the president at the annual membership meeting of your condo association, and if there is such dissatisfaction with her as president, I suggest a group get organized to see it that someone else is elected president at your next annual meeting.  It's called "politicking".  It works.  A few dedicated members can accomplish wonders.

[Oezuwn]

You are so correct.  All our association movement forward to combat this President always goes back to owners opting out to run for the Board.  Total apathy.  It’s awful!  That’s why the President remains.  No one wants to run for the Board.

As I said earlier: The only thing, it seems, is that the ousting (of the President’s position) would have to happen within the Board structure.  At this time, that would be possible b/c she’s just become in the Board minority.  

If 3 out of 5 members motion & vote to defrock her & give her a toothless Board position (member-at-large, for instance) is that the method that’s legal, Board majority passes the motion?  Thanks.

[Richard Brown]

On 5/11/2024 at 7:44 PM, Oezuwn said:

If 3 out of 5 members motion & vote to defrock her & give her a toothless Board position (member-at-large, for instance) is that the method that’s legal, Board majority passes the motion?

Probably not, and certainly not under the rules in RONR. What do your bylaws say about removal from office? And do your bylaws authorize the board to just shuffle board members anround and put them in different positions? That would be highly unusual. Board members are usually elected to certain positions. 

[Oezuwn]

Thank you.  In our association, owners are elected to the Board with no assigned position.  Once on the Board, we ‘discuss' which position the new member may hold & at that time, also consider reshuffling positions & assign those new positions, at that point.  It’s a tough Board meeting, that first night!  Very tense b/c it boils down to each member vie-ing for a chosen position.  I don’t like this way of conducting business but they didn’t think this one thru when they wrote the original association docs.  A heck of a way to instill good working relationships amongst Board members.

Just a few years back, the Board majority voted against one of their competent, rule-following members & put her in the 'member-at-large' position.  It’s backwards, here.  SHE was the most lawful person on the Board.  They had unlawful goals & she was the stick in the mud so they (the majority) voted her to a toothless position.  When you have an unethical Board in the majority & the owners don’t care, things like this can easily happen.  I & this Board, have been asking the owners (I’m the Board Secretary), in the Minutes, to join a Rules & Regs Committee that we’d like to form, in order to change (amend) our docs for so many badly written doc rules but we can’t even get anyone to join that committee (have I mentioned this association is woefully apathetic? About 100 times!).

What does RONR state on how to get the President to step down her position so a more competent, law-abiding President be put into place?  Can a Board, working with their condo lawyers, change old rules, present the new proposed rules to the owners, get approval of said new rules at a Special Meeting and, therefore, officially amend those new rules into the association docs?  Thanks!

[Dan Honemann]

On 5/11/2024 at 1:49 PM, Dan Honemann said:

Who elected her President?  The board or the full membership?

 

On 5/11/2024 at 2:54 PM, Oezuwn said:

The full membership.  She got a majority of votes from 68 condo association owners at an annual meeting.

 

On 5/12/2024 at 7:36 AM, Oezuwn said:

Thank you.  In our association, owners are elected to the Board with no assigned position.  Once on the Board, we ‘discuss' which position the new member may hold & at that time, also consider reshuffling positions & assign those new positions, at that point.  

Okay, so which is it?

[Oezuwn]

Not sure what you’re asking.

 "In our association, owners are elected to the Board with no assigned position.  (An owner just "runs for the Board”) Once on the Board, we (those old & newly elected Board members) Board ‘discuss' which position the new member may hold & at that time, also consider reshuffling positions & assign those new positions, at that point".  

Does that answer your question?

[Dan Honemann]

On 5/12/2024 at 9:11 AM, Oezuwn said:

Not sure what you’re asking.

 "In our association, owners are elected to the Board with no assigned position.  (An owner just "runs for the Board”) Once on the Board, we (those old & newly elected Board members) Board ‘discuss' which position the new member may hold & at that time, also consider reshuffling positions & assign those new positions, at that point".  

Does that answer your question?

It does if it means that the membership elects the directors and the directors then elect the officers, including the president.

[Joshua Katz]

On 5/11/2024 at 10:23 AM, Oezuwn said:

 If 3 out of 5 members motion & vote to defrock her & give her a toothless Board position (member-at-large, for instance) is that the method that’s legal, majority passes the motion?

What do your bylaws say, in describing this process?:

On 5/12/2024 at 6:11 AM, Oezuwn said:

 "In our association, owners are elected to the Board with no assigned position.  (An owner just "runs for the Board”) Once on the Board, we (those old & newly elected Board members) Board ‘discuss' which position the new member may hold & at that time, also consider reshuffling positions & assign those new positions, at that point".  

 

Also, what do they say about term of office for the President? We'll need exact language, not a summary. 

What we know now is that the board is, seemingly, the electing body for the presidency, not the membership, which does make it easier for the board to remove the president (as president, not as a board member), depending on those factors.

[Oezuwn]

I’ll go look up exact wording in the docs & write back.  Much of what the docs seem to do, they’re 40 years old, is NOT mention actions or give scenarios in some association situations. It’s like they didn’t have the lawful knowledge/imagination of association laws at that time.

We do not have any limiting term of officers (do you believe that?) I’ll look for the phrasing, though.  As you’ve stated, yes, the Board amongst itself, technically, is electing specific Board positions.  The owners/membership, only elect a person/owner to the Board, not for a position.  Outsiders may say, Who are you electing to be President on the Board, this year?”, but that’s not how our docs are set up.  It is as you say, “...the board is, seemingly, the electing body for the presidency, not the membership...”.  

Correct, the Board members remove the president from that position but she stays on the Board & still has a vote & say on the Board, like the other 4 Board members, on a Board of 5.  Thanks.

[Oezuwn]

While I have your generous attention... about this same president on my Board, she’s given instructions to our association condo lawyers and insurance broker, NOT to talk to us, the Board majority & they follow her instructions.  Essentially, she’s blocking them from us.  I believe that she doesn’t have the power to do that but she’s gotten away with that behavior, previously, b/c she used to be in the Board majority.  Nothing in our docs say that she cannot do this behavior so she assumes behavior that she wishes to have & exercises it.   

Can you straighten me out about her blocking our lawyers/insurance broker from us, the Board majority, or any one else on the Board?Thank you.

 

[Atul Kapur]

 

On 5/12/2024 at 10:51 AM, Oezuwn said:

We do not have any limiting term of officers

The question is not about term limits. The request is for the exact language in your bylaws regarding the term of office of these positions - how long do they stay in office? Give the full language, including what it says about and/or successors.

[Oezuwn]

Whoa!  Thanks for specifying, not that I know the difference.  Please forgive me, everyone who’s engaging w/me on this tread. I misspoke.  Below, is my shocking discovery. If the wording means each Board member only gets 2 years in their existing position & then shifts board positions w/other same Board members (b/c no one ran for the board) then this president shouldn’t still be president.  She’s about to complete (in Sept) her 4th year anniversary, as such.  Here’s the exact wording from our docs:

“2.5 Term

The term of service of each member of the Executive Board, shall extend for a period of two (2) years.”   That’s the whole quote!

The way it’s been happening for 40 years is, whoever’s elected, (or no one runs for the Board), amongst the present iteration of the Board & after the annual meeting (every Sept.) each present Board member, pick what position we want & discuss why.  After the Sept. annual meeting & at our 1st Oct. Board meeting, the ‘president' argued to stay in the president’s position.  We eventually all agreed.  I guess bad habits die hard, also, ignorance is bliss (not in this case).

Wow, have you opened my eyes!  What do you make of what I’ve quoted & said?  Thank you!

[Joshua Katz]

On 5/12/2024 at 7:51 AM, Oezuwn said:

Correct, the Board members remove the president from that position but she stays on the Board & still has a vote & say on the Board, like the other 4 Board members, on a Board of 5.  Thanks.

Well, I don't know that yet. See below.

On 5/12/2024 at 8:21 AM, Oezuwn said:

Can you straighten me out about her blocking our lawyers/insurance broker from us, the Board majority, or any one else on the Board?Thank you.

 

What do the bylaws say about the job of the president?

As a general matter, individual board members have no power to do much of anything. It is the board itself that makes decisions. So the president is correct that individual board members can't call up the lawyers and start telling them what to do. But board decisions do somehow have to get conveyed to employees who act on them. Often, the president is that channel of communication. But let's see if the bylaws say anything.

On 5/12/2024 at 9:55 AM, Oezuwn said:

“2.5 Term

The term of service of each member of the Executive Board, shall extend for a period of two (2) years.”   That’s the whole quote!

This applies to membership on the board, elected by the members. The members, because of this language, would need to follow RONR's disciplinary procedures (or those in your bylaws, if any) to remove a person from the board itself. They could not do it by motion. But what about the board removing an officer but keeping them on the board? In my personal opinion, since the bylaws (as far as I know) say nothing about the term of office for, say, the president, the electing body could remove them from office at any time, by, essentially, a motion to rescind something previously adopted, i.e. by a 2/3 vote or a majority vote with notice. But we'll see what others think.

On 5/12/2024 at 9:55 AM, Oezuwn said:

The way it’s been happening for 40 years is,t whoever’s elected, (or no one runs for the Board), amongst the present iteration of the Board & after the annual meeting (every Sept.) each present Board member, pick what position we want & discuss why.

I don't know what you mean by the parenthetial, but if you mean if no one runs, the current board stays in place, that practice needs to stop. It directly contradicts the term of office provision above, and denies people their rights to elect a board.

The practice of discussing and deciding amongst yourselves should also stop. You should, in accordance with basic principles of democracy embodied in RONR, elect your officers, not try for some sort of consensus. The constituency electing board members has a right for the board to behave democratically.

 

[Dan Honemann]

On 5/12/2024 at 12:55 PM, Oezuwn said:

Whoa!  Thanks for specifying, not that I know the difference.  Please forgive me, everyone who’s engaging w/me on this tread. I misspoke.  Below, is my shocking discovery. If the wording means each Board member only gets 2 years in their existing position & then shifts board positions w/other same Board members (b/c no one ran for the board) then this president shouldn’t still be president.  She’s about to complete (in Sept) her 4th year anniversary, as such.  Here’s the exact wording from our docs:

“2.5 Term

The term of service of each member of the Executive Board, shall extend for a period of two (2) years.”   That’s the whole quote!

The way it’s been happening for 40 years is, whoever’s elected, (or no one runs for the Board), amongst the present iteration of the Board & after the annual meeting (every Sept.) each present Board member, pick what position we want & discuss why.  After the Sept. annual meeting & at our 1st Oct. Board meeting, the ‘president' argued to stay in the president’s position.  We eventually all agreed.  I guess bad habits die hard, also, ignorance is bliss (not in this case).

Wow, have you opened my eyes!  What do you make of what I’ve quoted & said?  Thank you!

You need to quote everything in your governing documents relating to terms of service of officers as well as members of the board, and everything relating to any limitation on the number of terms they may serve.

[Atul Kapur]

On 5/12/2024 at 12:55 PM, Oezuwn said:

then this president shouldn’t still be president.

Not so fast. The term of office as a director is, apparently two years. But you have said that there are no term limits, so she is apparently in her second term.

Please do as Mr. Honemann requests and 

On 5/12/2024 at 1:30 PM, Dan Honemann said:

quote everything in your governing documents relating to terms of service of officers as well as members of the board, and everything relating to any limitation on the number of terms they may serve.

While you're at it, please also provide the exact language saying how the officers are decided by the board.

All of these parts may be relevant to answering your questions.